1 DEFINITIONS

1.1 “Agreed Purposes” means the Introduction of Prospective Customers to TSL and TSL contacting such Prospective Customers via the contact information supplied by the Partner, in order to market its Products.

1.2 “Existing Customer” means any person whom is already on the TSL marketing database as being interested in a Product and any person to whom TSL has already sold a Product to.

1.3 “Introduction” means the provision to TSL of the contact details of a Prospective Customer or the placing of TSL’s promotional leaflets in the packs of Prospective Customers, in the Partner’s showroom or in such other place as the parties shall agree. Introduce, Introduces, and Introduced shall be interpreted accordingly.

1.4 “Introduction Date” means for each Prospective Customer, the date during the term of the contract on which the Partner first Introduces such Prospective Customer to TSL.

1.5 “Introduction Period” means for each Prospective Customer, the period of 24 months from the Introduction Date.

1.6 “Net Income” means the payments made to TSL for the Products under a Relevant Contract less any value added tax or other sales tax on them and any discounts or rebates granted by TSL.

1.7 “Partner” means the person, firm or company providing Introductions to TSL.

1.8 Privacy and Data Protection Legislation: means (i) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended (ii) the Data Protection Act 1998, until the effective date of its repeal (iii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and :(iv) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

1.9 “Products” means the goods and services provided by TSL from time to time as detailed on its website and other marketing material.

1.10 “Prospective Customer” means:

1.10.1 an Existing Customer in relation to a different Product; and

1.10.2 any person whom is not an Existing Customer.

1.11 “Relevant Contract” means a contract for the supply of Products entered into during the Introduction Period between TSL and a Prospective Customer who was Introduced by the Partner.

1.12 “Shared Personal Data” means the personal data to be shared between the parties under the contract. Shared Personal Data shall be confined to names, addresses and other contact details (including, without limitation, telephone numbers and email addresses) of Prospective Customers.

1.13 “TSL” means Thomas Sanderson Limited (company number: 04626841) whose registered office is at 7 Waterberry Drive, Waterlooville, Hampshire PO7 7UW.

FOR THE REFERRAL OF CUSTOMERS TO THOMAS SANDERSON (“CONDITIONS”)

2 CONDITIONS

2.1 TSL appoints the Partner on a non-exclusive basis to identify Prospective Customers for TSL and to make Introductions of such persons subject to these Conditions.

2.2 The Partner shall exclusively recommend and promote TSL as its preferred supplier of the Products and shall not, without the prior written consent of TSL, during the term of the contract perform duties similar to making Introductions, on behalf of any person who provides goods and services similar or competitive to the Products.

2.3 Throughout the term of the contract, TSL shall provide the Partner benefits set out in the Appendix. TSL reserves the right to change the Partner benefits from time to time.

2.4 The amount of commission payable shall be at the percentage rate set by TSL of TSL’s Net Income received under each Relevant Contract (“Commission”). The current rates payable are as out in the Appendix but TSL reserves the right to change the commission rates on giving the Partner one months’ written notice.

2.5 The Partner shall be entitled to Commission if a Prospective Customer Introduced by the Partner enters into a Relevant Contract and has the relevant Product(s) installed. No Commission shall be payable in the event of a Prospective Customer cancelling an order under a Relevant Contract prior to installation of the Product(s). Upon termination of the contract, TSL’s obligation to pay Commission to the Partner shall cease in all circumstances, except for where an entitlement to receive Commission has already arisen in accordance with this clause as at the termination date.

2.6 TSL shall within 10 days of the end of the month in which TSL has completed installation of the Product(s) (and subject to TSL having received payment in full for said Product(s)) send to the Partner a written statement setting out, in respect of such month, and in respect of each Relevant Contract, the Commission payable to the Partner and how it has been calculated.

2.7 The Partner shall invoice TSL for the Commission payable in accordance with TSL’s statement submitted pursuant to condition 2.6, together with any applicable VAT, in which case, the due date for payment by TSL of such Commission shall be 28 days from date of invoice. All sums payable under the contract are exclusive of value added tax.

2.8 The following provisions relating to data protection shall apply to the extent that Shared Personal Data is shared between the parties under the contract.

2.9 Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

Each party shall:

2.9.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes and effective procedures in place to allow the data subject to “opt out” from having their Shared Personal Data used for direct marketing purposes;

2.9.2 give full information to any data subject whose personal data may be processed under the contract of the nature such processing;

2.9.3 process the Shared Personal Data only for the Agreed Purposes;

2.9.4 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

2.9.5 not transfer any personal data outside of the European Economic Area.

2.10 TSL confirms that no Shared Personal Data regarding Prospective Customers shall be passed or sold to any third party for onward direct marketing by that third party. All Introductions shall be utilised for TSL’s sole use only. For the avoidance of doubt, TSL shall be entitled to pass Shared Personal Data on to its self-employed salespersons, designers and installers.

2.11 Each party shall comply with the Privacy and Data Protection Legislation and all other laws and regulations relating to its activities under the contract, as they may change from time to time.

2.12 Each party shall assist the other in complying with all applicable requirements of the Privacy and Data Protection Legislation.

2.13 Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Privacy and Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

2.14 These Conditions shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

As formal confirmation that the Partner accepts these Conditions, it should sign the additional copy of these Conditions and return to TSL. However, in the absence of receipt of a signed copy, these Conditions are deemed to be accepted by the Partner upon the Introduction to TSL of Prospective Customers on or after 25 May 2018 (“Deemed Acceptance”). The contract shall commence on the date when it has been signed by both parties or the date Deemed Acceptance takes place (whichever date is earlier) and shall continue until either party gives to the other party one months’ written notice to terminate.