AFFILIATE AGREEMENT

This Affiliate Agreement (“the/this Agreement”) is entered into by and between Outsourcery Services Limited (“Outsourcery”, “we”, “us”, “our”), and you (being “the Affiliate”). 

By participating in our referral program as an Affiliate, and marketing our services to clients, you confirm that you agree to the terms of this Agreement, and you understand that you will enter into a binding legal agreement with Outsourcery. 

We reserve the right to amend this Agreement at any time. All amendments to this Agreement will be posted online. Please ensure that you regularly check to see any amendments that may have been made. 

This Agreement will be governed by and construed in accordance with the laws of England and Wales, and you agree to the exclusive jurisdiction of the English courts. 

 

DEFINITIONS

“Client(s)” refers to the individual or entity that engages Outsourcery’s services;

“Gross Margin” means Outsourcery’s revenue generated and actually received from the placement of talent with Qualifying Clients, less any costs incurred by Outsourcery in respect of such placement(s); 

“Parties” means the Affiliate and Outsourcery collectively, and “Party” shall mean either of them as the context may indicate;

“Qualifying Client(s)” refers to the Clients actively contracted with Outsourcery, who have not provided notice, and with which talent is placed by Outsourcery, as a direct result of the provision of the Referral Services; and

“Referral Services” means the services provided by the Affiliate in terms of this Agreement, in terms of which the Affiliate markets Outsourcery’s services to potential clients and facilitates the conclusion of agreements, and the placement of talent, with such Clients. 

 

APPOINTMENT OF AFFILIATE 

The Company hereby appoints the Affiliate to render the Referral Services, and the Affiliate hereby accepts such appointment, subject to the terms and conditions of this Agreement.

 

TERM AND TERMINATION

This Agreement shall commence on the date on which the Affiliate receives a “Referral Link” from Outsourcery; and shall continue indefinitely, unless terminated by either Party:

for any reason whatsoever upon the provision of 30 (thirty) days’ prior written notice to the other Party; or 

immediately in the event of a material breach of any provision of this Agreement by the other Party. 

Outsourcery’s right to terminate this Agreement may be exercised in addition to any other rights which Outsourcery may have against the Affiliate, whether in terms of this Agreement or in law.

 

COMMISSION STRUCTURE

For the duration of this Agreement, and provided that the Affiliate is compliant with their obligations contemplated in this Agreement, the Affiliate shall be entitled to receive a monthly commission of 10% (ten percent) of the Gross Margin (“the Commission”).

The Commission shall be payable to the Affiliate within 30 (thirty) days of the end of the first whole month that the client is qualified, and each full month thereafter.

 

REFERRAL SERVICES 

The Affiliate shall provide the Referral Services and, in doing so, shall:

perform their services in compliance with all applicable laws, and with due skill, care and diligence;

promote Outsourcery’s services to potential clients using ethical and legal marketing methods; 

abide by all lawful and relevant instructions and/or guidelines provided by Outsourcery from time to time;

refer potential clients to Outsourcery, and facilitate the conclusion of agreements between Outsourcery and the Clients. 

In providing the Referral Services, the Affiliate shall not:

engage in any deceptive, misleading, or unethical marketing practices; or

bring Outsourcery’s reputation into disrepute, or otherwise materially prejudice Outsourcery’s interests; or

refer themselves.

 

CLIENT BENEFITS

Referred clients will be offered a 10% discount on the advertised pricing for the first three months.

Clients referred as part of a co-working space referral promotion, will be offered a 10% discount discount on the advertised pricing, for the duration of their membership with the co-working space. Should they cancel their membership of the co-working space, the discount may be removed from the first plan payment after the co-working space membership has been cancelled.

 

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

The Affiliate agrees to keep all confidential information obtained from Outsourcery strictly confidential; and shall not disclose such information to any third party without Outsourcery’s prior written consent (which consent may be unreasonably withheld). 

Should the Affiliate be uncertain as to whether any information is confidential information or a trade secret, the Affiliate shall request a written ruling from Outsourcery. The Affiliate shall abide by any such ruling made by Outsourcery.

Outsourcery shall retain all right, title and interest in and to its intellectual property and any and all of its intellectual property is and shall remain its sole property.

The Affiliate agrees and undertakes not to challenge Outsourcery’s title and interest in and to its intellectual property nor to do anything which might give cause to invalidate or expunge all or any of its intellectual property.

The provisions of this clause shall survive the termination of this Agreement for any reason whatsoever.

 

TERMS AND CONDITIONS 

The Affiliate represents that they have read, understood and agreed to be bound by Outsourcery’s General Terms and Conditions and Privacy Policy published on their website.

 

NATURE OF RELATIONSHIP

Nothing in this Agreement shall be deemed or construed by the Parties to this Agreement, or any third party, as creating the relationship of employer and employee, principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act by either Party, shall be deemed to create any relationship between the Parties other than the relationship specifically traversed in this Agreement.

 

INDEMNITY 

The Affiliate will defend, hold harmless, indemnify and keep indemnified Outsourcery and its directors, officers and employees, from and against any and all claims, losses, damages, suits, fees, judgments, costs, expenses that Outsourcery may suffer or incur in connection with:

any breach by the Affiliate of their obligations under this Agreement; and/or

the Affiliate’s intentional, wilful or negligent acts and/or omissions, arising out of their obligations in terms of this Agreement.

 

GENERAL

This Agreement contains all the provisions agreed on by the Parties with regard to the subject matter of the Agreement, and the Parties waive the right to rely on any alleged provision not expressly contained in this Agreement.

Save as is expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of a third person (i.e. a stipulatio alteri) which, if accepted by the person, would bind any Party in favour of that person.

A Party may not rely on any representation which allegedly induced that Party to enter into this Agreement, unless the representation is recorded in this Agreement.

No contract varying, adding to or deleting from this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.

Outsourcery may assign, transfer, delegate or novate any or all of its rights and obligations under this Agreement, in whole or in part to any third party without notice to the Affiliate. This Agreement cannot be assigned, transferred or novated in whole or in part by the Affiliate without the prior written consent of Outsourcery. 

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.