BY CLICKING ON THE “SIGN UP” BUTTON AT THE END OF THE PARTNER APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR ORGANISATION (IF YOU ARE ACTING ON BEHALF OF YOUR ORGANISATION) (“PARTNER“) AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS TO BECOME PART OF THE RISK WARDEN PARTNER PROGRAM (“PROGRAM“).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
1 DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretations apply
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Commission: has the meaning given to it in clause 7.
Data Protection Laws: all applicable data protection and privacy laws in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
Enrolment Link: the link (https://partner.riskwarden.com/) to be used to enrol in the Program.
Intellectual Property Rights: all rights in and to trade secrets, patents, copyrights, trademarks, business names, service marks, domain names, rights in computer software, goodwill and the right to sue for passing off or unfair competition right to use, and protect, the confidentiality of, confidential information (including know-how), as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
Link: a link, from one website to another website which allows a Partner Originated Visitor to automatically transfer from the Partner Site to the Risk Warden Website.
Net Income: the payments made to Risk Warden for the Risk Warden Products under a Relevant Contract less any value added tax or other sales tax on them, and any discounts or rebates granted by Risk Warden.
Partner Originated Visitor: a unique end-user who accesses the Risk Warden Website through a Referral Link.
Partner Portal: the Risk Warden Partner Program portal powered by FirstPromoter at https://partner.riskwarden.com/.
Partner Site: a website owned or operated by the Partner.
Prospective Customer: is a person resident or having its principal place of business in the UK to whom Risk Warden has not at any time previously provided the Risk Warden Product (or any other services) and with whom Risk Warden has not been in bona fide contact or negotiations to provide the Risk Warden Product in the 6 months before the referral date.
Relevant Contract: a contract for the supply of a Risk Warden Product entered into between Risk Warden and a Prospective Customer.
Referral Link: a Link, which is available from the Partner Portal, on a Partner Site.
Risk Warden Brand Features: means Risk Warden trade names, trademark, service mark and/or logo authorized by Risk Warden and found at https://partner.riskwarden.com/my-assets.
Risk Warden Content: means Risk Warden-provided articles and other content.
Risk Warden Product: means web browser based & app-based products made available by Risk Warden.
Risk Warden Website: means the Risk Warden website (https://riskwarden.com).
SPoC: means a Single Point of Contact or a single appointed individual of the Partner to work with Risk Warden in accordance with clause 4.3 below.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.4 Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.5 A reference to writing or written means e-mail only.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 ENROLMENT IN THE PARTNER PROGRAM
2.1 Once the Partner completes and submits the Program application form via the Enrolment Link. Risk Warden will evaluate such application and notify the Partner of either:
(a) its acceptance to the Program. The Partner acknowledges that it is appointed on a non-exclusive basis to identify Prospective Customers for Risk Warden and to make introductions to them on the terms of this Agreement; or
(b) its rejection of the application at which point this Agreement is automatically terminated.
For the avoidance of doubt, Risk Warden may reject any application at its absolute discretion (including if a user / Partner (as applicable) is not 18 years of age or older).
2.2 Risk Warden hereby permits the Partner to engage multiple users (being those persons authorised by the Partner to fulfil the Partner’s obligations under this Agreement), but such users are not automatically linked to one and the same account for the Partner. This means the Partner may have entered into more than one agreement with Risk Warden as part of the Program. If a user is engaged by more than one partner as part of the Program, such user will need a separate account for each partner. The Partner is solely responsible for ensuring that any information provided to Risk Warden is linked to the correct account.
2.3 The Partner is responsible for ensuring that each of user maintains the confidentiality of their password and for restricting access to their computer (or other device, as applicable) so that others may not access the Partner account.
3.1 Risk Warden may provide access to training to improve the Partner’s Risk Warden and Risk Warden Product proficiency to enable the Partner to successfully promote Risk Warden and the Risk Warden Products.
3.2 Each user engaged by the Partner must successfully complete such training.
4 DUTIES OF THE PARTNER
4.1 The Partner shall serve Risk Warden faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement.
4.2 The Partner must participate in a quarterly review meeting with Risk Warden or any representative of Risk Warden as appointed from time to time.
4.3 The Partner shall appoint a SPoC to work with Risk Warden and such SPoC must have completed all relevant training referred to in clause 3.
4.4 The Partner shall:
(a) promptly (and in any event no later than 5 Business Days after Risk Warden notified the Partner of its acceptance into the Program pursuant to clause 2.1(a)) post a Referral Link on the Partner Site, unless otherwise agreed in writing.
(b) not place Referral Links in search engines, newsgroups, unsolicited e-mails, banner networks, counters, chatrooms, or guestbook.
(c) not mask any of its URLs, including by making it appear as though the Referral Link is an official Risk Warden Website Link.
(d) not use Links that automatically link a user to the Risk Warden Website in the Partner’s search ads. Any Referral Link placed must be done in such a way that it is not misleading to any Partner Originated Visitor and done so with the intention of delivering users to the Risk Warden Website for that Referral Link.
(e) not include Risk Warden Brand Features on the Partner Site, and the Partner shall not alter, remove, or customise such Risk Warden Brand Features.
(f) not use or display the Referral Link(s) or the Risk Warden Brand Features in a manner that is defamatory, misleading, libellous, and obscene or otherwise potentially damaging to the reputation of Risk Warden, or the goodwill associated with the Risk Warden Brand Features.
4.5 The Partner shall:
(a) conduct business and provide services in a manner which reflects favourably at all times on the products, services, goodwill and reputation of Risk Warden.
(b) to conduct business and provide services in full compliance with all agreements it may have with Risk Warden, including End User License Agreements or Terms of Services.
(c) not to engage in illegal, deceptive, misleading or unethical practices.
(d) without Risk Warden’s prior written consent, make or give any representations, warranties or other promises concerning the Risk Warden Products which are not contained in Risk Warden marketing materials.
(e) to provide support and services of the highest quality and integrity.
(f) to use best efforts to resolve any complaints or disputes with Prospective Customers regarding its services under the Program in a fair, ethical, and timely manner.
4.6 The Partner agrees not to use or display any materials or content in the Partner Site in a manner that is, as determined by Risk Warden in its sole discretion, defamatory, misleading, libellous, obscene, or otherwise potentially damaging to the reputation of Risk Warden, or the goodwill associated with Risk Warden.
4.7 The Partner shall:
(a) have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Risk Warden in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.
(b) not make or enter into any contracts or commitments or incur any liability for or on behalf of Risk Warden, including for the provision of the Risk Warden Products or the price for them, and shall not negotiate any terms for the provision of the Risk Warden Products with Prospective Clients.
5 RISK WARDEN OBLIGATIONS
5.1 Risk Warden shall, from time to time, provide to the Partner such marketing materials reasonably required by the Partner to promote Risk Warden and the Risk Warden Product.
5.2 Risk Warden shall inform the Partner immediately if Risk Warden suspends or ceases to provide the Risk Warden Product. Risk Warden shall not be responsible for any expenses incurred by the Partner unless such expenses have been agreed by Risk Warden in writing, in advance.
6 ORDER PROCESSING
6.1 Risk Warden shall be under no obligation to enter into a Relevant Contract.
6.2 Risk Warden will be responsible for all aspects of order processing and fulfilment. The amount of sales generated using the Program will be tracked by First Promoter as well as manually entered leads. The Partner will have access to the First Promoter portal at https://partner.riskwarden.com, where the Partner can check their sales activity on a daily basis.
6.3 To permit accurate tracking and reporting, the Partner must ensure that the Referral Links are properly formatted and maintained or alternatively Prospective Customers are entered manually, via the Partner Portal, as soon as possible.
7 COMMISSION AND PAYMENT
7.1 The Partner shall be entitled to a Commission if a Prospective Customer:
(a) enters into a Relevant Contract after being re-directed to the Risk Warden Website by clicking on a Referral Link; or
(b) uses the same email address when entering into a Relevant Contract as the Partner (or any of its users) entered manually as a lead on the Partner’s Risk Warden account. Notwithstanding the aforementioned, the Prospective Customer has to enter into a Relevant Contract within 6 months of such email address having been entered on to the Partner’s Risk Warden account.
7.2 The amount of commission payable shall be at the rate of percentages of Net Income received under each Relevant Contract depending on whether the Partner is classified as a “Bronze”, “Silver”, “Gold” or “Platinum”, “Standard Partner” or “Premium Partner” (“Commission”). As set out below, the percentages are based on the number of Relevant Contracts the Partner introduced to Risk Warden.
|No. of Relevant Contracts||0-5||6-10||11-15||16-20|
|No. of Relevant Contracts||21-50||51-100||101-150||150+|
7.3 If a Prospective Customer enters into:
(a) an annual subscription plan, the onboarding commission as set out above only applies to the first year and thereafter the renewal commission as set out above will apply.
(b) a monthly subscription plans, the onboarding commission as set out above only applies to the first 3 months and thereafter the renewal commission (as set out above) will apply.
7.4 The Partner agrees that Commission in respect of a Relevant Contract shall only become payable by Risk Warden once Risk Warden has received the corresponding payment for the Risk Warden Products under such contract.
7.5 At the end of each calendar month and, if the Commission payable to the Partner in a month (including any Commission accrued from previous months) exceeds £50, the Partner shall invoice Risk Warden such Commission in accordance with the information available to the Partner on the Partner Portal together with any applicable VAT. The due date for payment by Risk Warden of such Commission shall be 30 days from date of the invoice.
7.6 All sums payable under this Agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
7.7 If Risk Warden fails to make any payment due to the Partner under this Agreement within 14 days after having received a written notice from the Partner that payment is overdue, then Risk Warden shall pay interest on the overdue amount at the rate of 2% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the expiry of the 14 days’ notice period until actual payment of the overdue amount, whether before or after judgment. Risk Warden shall pay the interest together with the overdue amount.
7.8 On termination of this Agreement, the Partner may immediately invoice all Commission payable to it under this Agreement at the time of termination even if it is not exceeding £50. Following termination of this Agreement, no renewal commission (as set out above) shall be payable to the Partner in respect of renewals of Relevant Contracts that occur after the date of termination of this Agreement.
8 PROGRAM INFORMATION
8.1 For the avoidance of doubt, Risk Warden will own all right, title, and interest in and to all information that is created or collected in the operation of the Risk Warden Website including: (a) any contact information collected from any Partner Originated Visitors, (“Contact Information“); and (b) any information collected about Risk Warden Product sales via the Risk Warden Website generated through Referral Link(s), (“Sales Information“).
8.2 Risk Warden will not share Contact Information with the Partner.
8.3 Risk Warden will make certain Sales Information (at its absolute discretion) available online to the Partner from time to time. The Partner shall not disclose such Sales Information to any third party without Risk Warden’s prior written consent.
9 LICENCE GRANT AND RESERVATION OF RIGHTS
9.1 Risk Warden hereby grants to the Partner a limited, nonexclusive, royalty-free, non-transferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute, and display the Risk Warden Brand Features and Risk Warden Content at the Partner Site solely in the form delivered by Risk Warden. Partner is only entitled to use the Risk Warden Brand Features and Risk Warden Content to the extent that the Partner is a member in good standing in the Program.
9.2 Risk Warden reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Risk Warden retains all right, title, and interest in and to the Risk Warden Brand Features and the Risk Warden Website, together with all Intellectual Property Rights thereto.
9.3 For the avoidance of doubt, Risk Warden shall establish all Risk Warden Product pricing and associated fees. Risk Warden may, in its sole discretion, change the Risk Warden Product pricing at any time with or without notice.
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.2; and (b) as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
11 COMPLIANCE WITH APPLICABLE LAWS
11.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
12 DATA PROTECTION
12.1 The Partner:
(a) represents and warrants that where it supplies any personal data to Risk Warden in connection with this Agreement (Personal Data), it shall do so in compliance with all Data Protection Laws;
(b) shall obtain any necessary consents for processing of Personal Data as envisaged under this Agreement, in accordance with Data Protection Laws. Risk Warden reserves the right to approve or require the Partner to amend its consent collection and/ or privacy notices used in connection with the Partner’s activities under this Agreement; and
(c) give notice to any data subject whose Personal Data may be processed under this Agreement (including Prospective Customers) of the processing and data sharing described above. This includes giving notice that, on the termination of this Agreement, personal data relating to such data subjects (including Personal Data contained in any customer list) may be retained by or transferred to Risk Warden.
12.2 Risk Warden shall only use the Personal Data for the purposes described in this Agreement or as may otherwise be permitted under Data Protection Laws.
12.3 Each party agrees that it shall:
(a) process the Personal Data in accordance with the Data Protection Laws; and
(b) use all reasonable efforts to assist the other party to comply with such obligations as are imposed on that party by Data Protection Laws. This includes the obligation to:
(i) provide the other party with reasonable assistance in complying with any subject access request served under Data Protection Laws;
(ii) promptly inform the other party about the receipt of any subject access request; and
(iii) not disclose or release the Personal Data in response to a subject access request without first consulting with and obtaining the consent of the other party.
12.4 Each party shall maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on a data controller under Data Protection Laws.
12.5 The Partner shall indemnify Risk Warden against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Risk Warden arising out of or in connection with the breach of the Data Protection Laws by the Partner, 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.
13 ANTI-BRIBERY COMPLIANCE BY THE PARTNER
13.1 The Partner shall:
(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out inside the UK;
(c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and this clause 13 and will enforce them where appropriate;
(d) promptly report to Risk Warden any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement;
(e) shall immediately notify Risk Warden in writing if a foreign public official becomes an officer or employee of the Partner or acquires a direct or indirect interest in the Partner, and the Partner warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement; and
(f) shall within 3 months of the date of this Agreement, and annually thereafter, certify to Risk Warden in writing signed by an officer of the Partner, compliance with this clause by the Partner and all persons associated with it under this clause. The Partner shall provide such supporting evidence of compliance as Risk Warden may reasonably request.
13.2 The Partner shall ensure that any person associated with the Partner who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Partner in this clause (Relevant Terms). The Partner shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Risk Warden for any breach by such persons of any of the Relevant Terms.
13.3 For the purpose of this clause 13, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively; and a person associated with the Partner includes any agent, delegate or subcontractor of the Partner.
14 IDEA SUBMISSIONS
14.1 By submitting ideas, suggestions, proposed business plans or any other material to Risk Warden, the Partner acknowledges and agrees that Risk Warden will treat such submissions as non-confidential.
14.2 Risk Warden can use the information without compensation to the Partner or to any other person or entity. The Partner acknowledges that Risk Warden may have already developed, and is not restricted from developing, products, services or plans similar to or competitive with any described in such submissions from the Partner.
15.1 If the person entering into this Agreement is acting on behalf of their company, such person warrants, represents and undertakes to Risk Warden that they have all requisite corporate power and authority to enter into this Agreement on behalf of the Partner, that this Agreement has been duly authorised by the Partner and that this Agreement will constitute the legal, valid, and binding obligation of Partner.
16.1 The Partner shall not create, publish, distribute, or permit any written material that makes reference to Risk Warden without first submitting such material to Risk Warden and receiving written consent from Risk Warden.
17 LIMITATION OF LIABILITY
17.1 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
(b) Fraud or fraudulent misrepresentation.
(c) Liability under the indemnity contained in clause 12.5.
(d) Any matter in respect of which it would be unlawful to exclude or restrict liability.
17.2 Subject to clause 17.1 above:
(a) Risk Warden shall not under any circumstances whatsoever be liable to the Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit, sales, revenue, or business;
(ii) loss of anticipated savings;
(iii) loss of or damage to goodwill;
(iv) loss of agreements or contracts;
(v) loss of use or corruption of software, data or information;
(vi) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
(vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
(b) The total liability of Risk Warden to the Partner in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to the Commission paid or payable by the Partner under this Agreement during the 12 months preceding the event or occurrence of the basis of the claim.
18 TERM AND TERMINATION
18.1 This Agreement commences on the date the prospective partner submitted its application pursuant to clause 2.1 and shall continue, unless terminated earlier in accordance with clause 2.1(b) or this clause 18, until either party gives to the other party 30 days’ prior written notice to terminate.
18.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) any consent, licence or authorisation held by the other party is revoked or modified such that it is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled;
(e) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or
(i) (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(ii) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(iii) (being a partnership) has any partner to whom any of the foregoing apply;
(f) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(h) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(j) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(k) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(l) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(m) the other party (being an individual) is the subject of a bankruptcy petition or order;
(n) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(o) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2(e) to clause 18.2(n) (inclusive);
(p) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(q) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
(r) he other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
18.3 Risk Warden may terminate this Agreement at any time with immediate effect by giving notice in writing to the Partner if the Partner undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).
18.4 On termination of this Agreement, all other contracts between Risk Warden and the Partner in relation to the Program on similar terms to this Agreement (pursuant to clause 2.2) shall automatically terminate at the same time. Conversely, in the event of the termination of any such contract this Agreement shall automatically terminate at the same time.
18.5 On termination or expiry of this Agreement the Partner shall return or (at Risk Warden’s request) destroy any Confidential Information and other property or materials of Risk Warden then in its possession or control, and certify in writing to Risk Warden that this has been done.
18.6 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
18.7 Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.
18.8 If and to the extent that the Commercial Agents Regulations apply, and provided that the Partner gives notice of its intention as required thereunder, the Partner shall, unless any of the circumstances mentioned in regulation 18 of the Commercial Agents Regulations applies, have the right to be indemnified as provided in regulation 17 of the Commercial Agents Regulations. For the avoidance of doubt, the Partner shall have no right to any compensation under the Commercial Agents Regulations on termination of this Agreement.
19 GENERAL PROVISIONS
19.1 Non-Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion.
19.2 Assignment and any other dealings.
(a) The Partner shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Risk Warden’s prior written consent.
(b) Risk Warden may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
19.3 Relationship of Parties. The parties are independent contractors and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary, agency or other relationship between them. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
19.5 Entire Agreement.
(a) This Agreement constitutes the entire agreement and understanding between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings of them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
19.6 Modification of this Agreement or the Program. Risk Warden reserves the right to modify the terms of this Agreement or the Program (including, the activities that earn status and commission levels) from time-to-time. Risk Warden will provide the Partner with not less than 10 Business Days’ prior written notice of any such modifications. If the Partner does not wish to accept the modified terms of this Agreement or Program, the Partner may terminate this Agreement with immediate effect by giving notice in writing to Risk Warden. Partner’s continued participation in the Program following Risk Warden’s change notice will constitute binding acceptance of the notified modifications.
19.7 No Endorsement. You acknowledge that Risk Warden makes no claims on behalf of the Partner as to the quality of the products or services offered by such Partner.
19.8 Notice. Any notice or other communication to be given to a party under or in connection with this Agreement shall be in writing, addressed to that party’s email address as that party specified to the other party (as updated in accordance with this clause from time to time), and shall be deemed delivered by email one Business Day after transmission of such email.
19.9 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
19.11 Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
20 INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER PROGRAM.