Introducers Terms and Conditions

This Agreement is made on the commencement date between:

• Success with Systems Ltd, a company incorporated and registered in England with company number 13233826, whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU, trading as Success with Systems (“Success with Systems”);

• The Introducer

The Introducer has a large number of contacts and can meet further contacts who may be interested in purchasing Services from Success with Systems. Success with Systems wishes to be introduced to such contacts and is willing to pay the Introducer a Commission on the terms of this Agreement if such contacts purchase Services from it. The Introducer is willing to introduce contacts to Success with Systems in return for Commission as specified in this Agreement.

BY SIGNING THIS AGREEMENT, BOTH PARTIES AGREE TO THE FOLLOWING TERMS

CONTENTS

1. Interpretation

2. Introductions

3. The Introducer’s Duties and Obligations

4. Scope of Authority

5. Commission and Payment

6. Success with Systems’ Obligations

7. Confidentiality

8. Compliance Obligations

9. Anti-Bribery Compliance

10. Data Protection

11. Limitation of Liability

12. Indemnity Procedure

13. Commencement and Duration

14. Termination

15. Consequences of Termination

16. No Partnership or Agency

17. Entire Agreement

18. Variation

19. Assignment

20. No Automatic Waiver

21. Severance

22. Notices

23. Third Party Rights

24. Governing Law and Jurisdiction

25. Non-Solicitation

26. Intellectual Property

27. Non-Compete

28. Dispute Resolution

1. INTERPRETATION

The following definitions and rules of interpretation in this clause apply in this Agreement.

Definitions:

• “Business Day” means 9:00am to 5:00pm, Monday to Friday (excluding public holidays in London).

• “Commencement Date” means the date this Agreement was made and can be found at the top of this Agreement.

• “Commission” has the meaning given to it in clause 5.2.

• “Introduction” means the provision to Success with Systems of the contact details of an employee at a Prospective Client, who knows one or more individuals at the Introducer and is of sufficient seniority to authorize or recommend the purchase of the Services from Success with Systems. “Introduce,” “Introduces,” “Introduced” shall be interpreted accordingly.

• “Introduction Date” for each Prospective Client, is the date during the term of this Agreement on which the Introducer first Introduces such Prospective Client to Success with Systems.

• “Introduction Period” for each Prospective Client, is the 10 Business Days from the Introduction Date, irrespective of whether such period ends before or after the date of termination of this Agreement.

• “Mandatory Policies” means Success with Systems’ mandatory policies and procedures, as amended by notification to the Introducer from time to time.

• “Net Income” means the payments made to Success with Systems for the Services under a Relevant Contract, less any value added tax or other sales tax on them, any out-of-pocket expenses incurred by Success with Systems in providing the Services, and any discounts or rebates granted by Success with Systems.

• “Quarter” means each period of three calendar months, ending on the last day of March, June, September, and December.

• “Prospective Client” means a person to whom Success with Systems has not, at any time previously, provided the Services (or any other goods or services), and with whom Success with Systems has not been in bona fide negotiations to provide the Services in the six months before the Introduction Date.

• “Relevant Contract” means a contract for the supply of Services entered into during the Introduction Period between Success with Systems and a Prospective Client who was Introduced by the Introducer.

• “Services” means the services as described on the Success with Systems website and in the service agreement available in the main terms and conditions on the website, provided by Success with Systems, together with any other services from time to time offered by Success with Systems, and which Success with Systems, by express written notice to the Introducer, includes within the scope of this Agreement.

• “Territory” means the United Kingdom.

References to clauses are to the clauses of this Agreement. References to paragraph headings shall not affect the interpretation of this Agreement. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular. Any words following the terms “including,” “include,” “in particular,” “for example,” or any similar expressions shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms. A reference to “writing” or “written” includes fax and email. A reference to a “person” includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality). References to “parties” are to the parties of this Agreement: Success with Systems and the Introducer. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision. Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK, at any time, is a reference to it as it applies in England and Wales from time to time, including as retained, amended, extended, re-enacted, or otherwise given effect on or after 11 pm on 31st January 2020. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to insolvency proceedings and other processes against parties as they exist under English law include similar proceedings occurring in other jurisdictions.

2. INTRODUCTIONS

Success with Systems appoints the Introducer on a non-exclusive basis, to identify Prospective Clients for Success with Systems in the Territory and to make Introductions of such persons on the terms of this Agreement.

No later than 30 days after the Commencement Date, and every month thereafter during the term of this Agreement, Success with Systems and the Introducer shall jointly agree in writing, the Prospective Clients (including any class or group of Prospective Clients) in respect of whom the Introducer shall seek to make Introductions, before the Introducer approaches such Prospective Clients or makes any Introductions in respect of them.

Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces Success with Systems to a third party who purchases Services from Success with Systems, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Success with Systems.

3. THE INTRODUCER’S DUTIES AND OBLIGATIONS

The Introducer shall:

3.1 Serve Success with Systems faithfully and diligently, and not to allow its interests to conflict with its duties under this Agreement.

3.2 Use its best endeavors to make Introductions of Prospective Clients agreed pursuant to clause 2.2.

3.3 Report in writing to Success with Systems from time to time on progress made with Prospective Clients.

3.4 Comply with all reasonable and lawful instructions of Success with Systems.

3.5 The Introducer shall not, without the prior written consent of Success with Systems, during the term of this Agreement, perform duties similar to making Introductions on behalf of any person who provides services similar to the Services provided by Success with Systems.

3.6 The Introducer shall not, without the prior written consent of Success with Systems, produce any marketing material for Success with Systems’ Services or use Success with Systems’ name, logo, or trademarks on any marketing material for the Services.

3.7 The Introducer shall not, without the prior written consent of Success with Systems, make or give any representations, warranties, or other promises concerning the Services which are not contained in Success with Systems’ marketing material.

3.8 The Introducer shall promptly inform Success with Systems of any conflict of interest or potential conflict of interest that may arise in the performance of its obligations under this Agreement.

4. SCOPE OF AUTHORITY

The Introducer shall 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 authorized to bind Success with Systems in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorized.

The Introducer shall not make, or enter into, any contracts or commitments, or incur any liability for, or on behalf of Success with Systems (including for the provision of the Services or the price for them) and shall not negotiate any terms for the provision of the Services with Prospective Clients.

The Introducer must disclose to each Prospective Client, that it is an introduction agent of Success with Systems, and that it has no authority or ability to negotiate or vary the Services or the terms of the Services, or enter into any contract on behalf of Success with Systems.

5. COMMISSION AND PAYMENT

5.1 Definitions and Roles:

5.1.1 Introducer or Affiliate: An individual or entity engaged by Success with Systems who actively sells the Services and manages the sales process up to the point where the client makes the payment. Introducers or Affiliates receive a recurring fee of 10% of the Net Income from the client’s payments under the Relevant Contract.

5.1.2 Referral Partner: An individual or entity that only provides contact information of potential clients to Success with Systems without managing the sales process. Referral Partners receive a one-time referral fee of £30 per referral.

5.2 Commission Entitlement:

5.2.1 Introducers or Affiliates: Entitled to a 10% recurring commission on the Net Income received from clients they sold to and managed until the point of payment under the Relevant Contract.

5.2.2 Referral Partners: Entitled to a one-time referral fee of £30 for each referred client that makes a payment to Success with Systems.

5.3 Commission Rates and Payment:

5.3.1 The amount of Commission payable to Introducers or Affiliates shall be calculated as 10% of the Net Income received from the client’s payments under the Relevant Contract.

5.3.2 Referral Partners receive a one-time referral fee of £30 within 31 days of the referred client making their first payment to Success with Systems.

5.4 Payment Procedures:

5.4.1 Success with Systems shall notify the Introducer, Affiliate, or Referral Partner in writing of the date it enters into a Relevant Contract, the amount of payments due for Services, and the payment schedule.

5.4.2 All Commission payable pursuant to clause 5.2 shall be due within 31 days of the end of the month in which Success with Systems receives the corresponding payment for Services.

5.4.3 Success with Systems shall provide a monthly statement to the Introducer or Affiliate detailing the Commission payable, received payments, and calculation of Net Income.

5.4.4 The Introducer or Affiliate shall invoice Success with Systems for the Commission, which shall be payable within 31 days of the invoice date.

5.5 Currency and Taxes:

5.5.1 Commission shall be payable in Great British Pounds and exclusive of value-added tax or other applicable sales tax, which shall be added to the sum in question.

5.5.2 All sums payable shall be paid in full without deductions, except where required by law to deduct withholding tax. Parties shall cooperate to lawfully avoid deductions and enable tax credit acquisition.

5.6 Account Inspection:

5.6.1 Success with Systems shall maintain separate accounts and records, detailing all Relevant Contracts, payments received, and deductions made in calculating Net Income. The Introducer or Affiliate may inspect these records once per 12-month period.

5.7 Dispute Resolution:

5.7.1 Any dispute over Commission amounts shall be referred to Success with Systems’ auditors, whose decision shall be final and binding, except in cases of manifest error.

5.8 Non-Payment Situations:

5.8.1 No Commission is payable where Success with Systems contracts with a third party as described in clause 2.3.

5.8.2 Success with Systems may withhold Commission equal to the Refunded Commission for any refund requests received.

5.9 Termination and Continuation:

5.9.1 Termination of this Agreement shall not affect the obligation to pay due Commission in accordance with this clause 5.

6. SUCCESS WITH SYSTEMS’ OBLIGATIONS

Success with Systems shall:

6.1 At all material times, act in good faith towards the Introducer.

6.2 Provide the Introducer, at all material times, with the information the Introducer reasonably requires to perform its duties (including marketing information for, and details of the Services, and information about Success with Systems).

6.3 Inform the Introducer immediately if Success with Systems suspends or ceases to perform the Services.

6.4 Success with Systems shall not be responsible for any expenses incurred by the Introducer unless such expenses have been agreed in advance and in writing.

6.5 Success with Systems shall be under no obligation to follow up any Introduction made by the Introducer or to enter into a Relevant Contract.

7. CONFIDENTIALITY

7.1 Each party undertakes that it shall not, at any time during this Agreement, and for a period of 5 years after the termination of this Agreement, disclose to any person, any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party (or any member of the group of companies to which the other party belongs), except as permitted by clause 7.2.

7.2 Each party may disclose the other party’s confidential information:

7.2.1 To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall procure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information, comply with this clause 7.

7.2.2 As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

7.4 All documents and other records (in whatever form) containing confidential information supplied to, or acquired by the Introducer from Success with Systems, shall be returned promptly to Success with Systems on termination of this Agreement, and no copies shall be kept (whether digitally or otherwise).

7.5 It is agreed and understood that all clients referred by the introducer belong and are owned by Success with Systems Ltd. As such the introducer cannot sell other products or services to the referred client without written permission from Success with Systems Ltd.

8. COMPLIANCE OBLIGATIONS

8.1 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 licenses, registrations, permits, and approvals.

8.2 The Introducer shall comply with the Mandatory Policies as Success with Systems or any relevant industry body may update them from time to time.

9. ANTI-BRIBERY COMPLIANCE

Anti-bribery compliance by the Introducer:

9.1 The Introducer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”) including, but not limited to, the Bribery Act 2010 (“BA 2010”).

9.2 The Introducer shall not engage in any activity, practice, or conduct outside the UK which would constitute an offense under sections 1,2, or 6 of the BA 2010. If such activity, practice, or conduct had been carried out inside the UK.

9.3 The Introducer shall comply with Success with Systems’ ethics and anti-bribery policies as Success with Systems or any relevant industry body may update them from time to time (“Relevant Policies”).

9.4 The Introducer shall have, and shall maintain in place throughout the term of this Agreement, its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and clause 9.1.2, and will enforce them where appropriate.

9.5 The Introducer shall promptly report to Success with Systems, any request or demand for any undue financial or other advantage of any kind, received by the Introducer in connection with the performance of this Agreement.

9.6 The Introducer shall immediately notify Success with Systems in writing, if a foreign public official becomes an officer or employee of the Introducer, or acquires a direct or indirect interest in the Introducer, and the Introducer warrants that it has no foreign public officials as direct or indirect owners, officers, or employees at the Commencement Date.

9.7 The Introducer shall within 6 months of the date of this Agreement, and annually thereafter, certify to Success with Systems in writing (signed by an officer of the Introducer), compliance with this clause 9 by the Introducer and all persons associated with it under clause 9.2. The Introducer shall provide such supporting evidence of compliance as Success with Systems may request.

9.8 The Introducer shall ensure that any person associated with the Introducer who is performing services in connection with this Agreement, does so, only on the basis of a written contract which imposes on and secures from, such terms equivalent to those imposed on the Introducer in this clause 9 (“Relevant Terms”). The Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Success with Systems for any breach by such persons of any of the Relevant Terms.

9.9 For the purpose of this clause 9, 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 BA 2010 (and any guidance issued under section 9), sections 6(5) and 6(6), and section 8 of the BA 2010 respectively. For the purpose of this clause 9, a person associated with the Introducer includes, but is not limited to, any agent, delegate, or subcontractor of the Introducer.

10. DATA PROTECTION

Definitions:

• “Agreed Purposes” to assist with the marketing of Success with Systems to its current and potential clients.

• “Controller, data controller, processor, data processor, data subject, personal data, processing, and appropriate technical and organisational measures” are as set out in the Data Protection Legislation in force at the time.

• “Data Protection Legislation” is all legislation and regulatory requirements in force from time to time, relating to the use of personal data and the privacy of electronic communications. Including, without limitation:Any data protection legislation from time to time in force in the UK, including the Data Protection Act 2018 or any successor legislation.
  The General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as, and to the extent that the law of the European Union has legal effect in the UK).
  

• “Permitted Recipients” means the parties to this Agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this Agreement, and the services provided by Success with Systems including but not limited to, professional advisors and bankers of Success with Systems.

• “Shared Personal Data” means the personal data to be shared between the parties under this Agreement.

The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. 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:

10.1 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.

10.2 Give full information to any data subject whose personal data may be processed under this Agreement, of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by, or transferred, to one or more of the Data Recipients, their successors, and assigns.

10.3 Process the Shared Personal Data only for the Agreed Purposes.

10.4 Not disclose or allow access to the Shared Personal Data, to anyone other than the Permitted Recipients.

10.5 Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality), which are no less demanding than those imposed by this Agreement.

10.6 Ensure that it has in place, appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to personal data.

10.7 Not transfer any personal data received from the Data Discloser outside the EEA, unless the transferor:

10.7.1 Complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller);

10.7.2 Ensures that the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR;

10.7.3 Ensures there are appropriate safeguards in place pursuant to Article 46 GDPR; or

10.7.4 Ensures one of the derogations for specific situations in Article 49 GDPR, applies to the transfer.

10.8 Each party shall comply with the Data Protection Legislation and agree that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

10.9 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

10.9.1 Consult with the other party about any notices given to data subject access requests.

10.9.2 Promptly inform the other party about the receipt of any data subject access request.

10.9.3 Provide the other party with reasonable assistance in complying with any data subject access request.

10.9.4 Not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party where possible.

10.9.5 Assist the other party (at the cost of the other party) in responding to any request from a data subject, and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments, and consultations with supervisory authorities or regulators.

10.9.6 Notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.

10.9.7 At the written direction of the Data Discloser, delete or return Shared Personal Data, and copies thereof, to the Data Discloser on termination of this Agreement, unless it is required by law to store the personal data.

10.9.8 Use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers.

10.9.9 Maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

10.9.10 Provide the other party with contact details of at least one employee as a point of contact and responsible manager for all issues arising out of the Data Protection Legislation (including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation).

10.9.11 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 of the 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.

11. LIMITATION OF LIABILITY

11.1 Nothing in this Agreement shall limit or exclude the liability of either party for:

11.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.

11.1.2 Fraud or fraudulent misrepresentation.

11.1.3 Any matter in respect of which it would be unlawful to exclude or restrict liability.

11.2 Neither party shall, under any circumstances, be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

11.2.1 Any loss of profit, sales, revenue, or business.

11.2.2 Loss of anticipated savings.

11.2.3 Loss of damage to goodwill.

11.2.4 Loss of agreements or contracts.

11.2.5 Loss of use of, or corruption of, software, data, or information.

11.2.6 Any loss arising out of the lawful termination of this Agreement or any decision not to renew its terms.

11.2.7 Any loss that is an indirect or secondary consequence of any act or omission of the party in question.

11.3 The total liability of Success with Systems for damage to property caused by the negligence of its employees in connection with this Agreement, shall be limited to £10,000 for any one event or series of connected events.

11.4 The total liability of either party to the other in respect of all other loss or damage arising under, or in connection with this Agreement (excluding liability arising in connection with the supply of services in connection with this Agreement), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances, exceed the greater of £20,000 or 150% the value of this Agreement for the entire term of this Agreement.

11.5 The liability of Success with Systems arising in connection with the supply of services, shall be as set out in Success with Systems’ applicable terms and conditions.

11.6 Notwithstanding any other provision in this Agreement, the liability of Success with Systems to the Introducer for all claims arising under or in connection with this Agreement shall be limited to the total Commission paid to the Introducer in the 12 months preceding the claim.

12. INDEMNITY PROCEDURE

12.1 Liability under the indemnities set out in this Agreement is conditional on the beneficiary of the indemnity (“Beneficiary”) discharging the following obligations to the party giving the indemnity (“Indemnifier”). If any third party makes a claim, or notifies an intention to make a claim against the Beneficiary, that may reasonably be considered likely to give rise to a liability under the indemnity (“Claim”), the Beneficiary shall:

12.1.1 As soon as reasonably practicable, give written notice of the Claim to the Indemnifier, specifying the nature of the Claim in reasonable detail.

12.1.2 Not make any admission of liability, agreement, or compromise in relation to the Claim without the prior written consent of the Indemnifier, and such consent is not to be unreasonably conditioned, withheld, or delayed, provided that the Beneficiary may settle the Claim after giving prior written notice of the terms of settlement (to the extent legally possible) to the Indemnifier, but without obtaining the Indemnifier's consent if the Beneficiary reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect.

12.1.3 Give the Indemnifier and its professional advisers, access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives, or advisers, and to any relevant assets, accounts, documents, and records within the power or control of the Beneficiary, to enable the Indemnifier and its professional advisers to examine them and take copies (at the Indemnifier's expense) for the purpose of assessing the Claim.

12.1.4 Be deemed to have given to the Indemnifier sole authority to avoid, dispute, compromise or defend the Claim.

13. COMMENCEMENT AND DURATION

13.1 This Agreement shall commence on the Commencement Date and shall continue (unless terminated earlier in accordance with clause 14) until either party gives to the other party, 2 weeks written notice to terminate.

14. TERMINATION

14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect, by giving written notice to the other party, if:

14.1.1 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 to make such payment.

14.1.2 The other party commits a material breach of any term of this Agreement and the breach is irremediable, or if such breach is remediable, fails to remedy that breach within a period of 14 days after being notified to do so.

14.1.3 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.

14.1.4 The other party (a) suspends, or threatens to suspend payment of its debts, (b) is unable to pay its debts as they fall due, (c) admits inability to pay its debts, (d) 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, (e) 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, (f) being a partnership, has any partner to whom any of the foregoing apply.

14.1.5 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.

14.1.6 The other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986.

14.1.7 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.

14.1.8 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).

14.1.9 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.

14.1.10 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.

14.1.11 The other party (being an individual) is the subject of a bankruptcy petition or order.

14.1.12 A creditor or encumbrancer of the other party, attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied, 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.

14.1.13 The other party suspends or ceases, or threatens to suspend or cease, carrying on all, or a substantial part of its business.

14.1.14 Either (a) 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, (b) the 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.

14.1.15 There is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.2 Success with Systems may terminate this Agreement on notice with immediate effect if, the Introducer is in material breach of its compliance obligations in clauses 8 and 9.

15. CONSEQUENCES OF TERMINATION

15.1 On termination of this Agreement, the following clauses shall continue in force: clause 1, clause 3, clause 5, and clause 13 to clause 23 (inclusive).

15.2 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination (including the right to claim damages in respect of any breach of the Agreement which existed at, or before the date of termination).

15.3 Upon termination of this Agreement for any reason, the Introducer shall cease to use, either directly or indirectly, any confidential information, trade secrets, or intellectual property belonging to Success with Systems.

16. NO PARTNERSHIP OR AGENCY

16.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make, or enter into any commitments for, or on behalf of any other party.

16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representation, assurance, or warranty (whether written or oral) relating to its subject matter.

17.2 Each party acknowledges that in entering into this Agreement, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in this Agreement.

17.4 Nothing in this clause 17 shall limit or exclude any liability for fraud.

18. VARIATION

18.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorized representatives.

19. ASSIGNMENT

19.1 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner, with any of its rights and obligations under this Agreement.

20. NO AUTOMATIC WAIVER

20.1 No failure or delay by a party, to exercise any right or remedy provided under this Agreement or by law, shall constitute a waiver of that (or any other) right or remedy, nor shall it prevent or restrict the further exercise of that (or any other) right or remedy.

20.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that (or any other) right or remedy.

21. SEVERANCE

21.1 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 such 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 21, shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and to the greatest extent possible, achieves the intended commercial result of the original provision.

22. NOTICES

22.1 Any notice or other communication given to a party under, or in connection with this Agreement, shall be in writing and addressed to that party at its registered office or such other address as that party may have specified to the other party in writing, in accordance with this clause 22.

22.2 A notice or other communication shall be deemed to have been received:

22.2.1 If delivered personally, when left at the address referred to in clause 22.1.

22.2.2 If sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting.

22.2.3 If delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

22.2.4 If sent by fax or email, one Business Day after transmission.

22.3 This clause 22 does not apply to the service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution, and for the purpose of this clause 22.3.

23. THIRD PARTY RIGHTS

23.1 No one, other than a party to this Agreement, their successors, and permitted assignees, shall have any right to enforce any of its terms.

24. GOVERNING LAW AND JURISDICTION

24.1 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.

24.2 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).

25. NON-SOLICITATION

25.1 During the term of this Agreement and for a period of twelve (12) months thereafter, the Introducer shall not, directly or indirectly, solicit or attempt to solicit, any business from any of Success with Systems’ clients or Prospective Clients with whom the Introducer had contact or who became known to the Introducer in connection with this Agreement.

26. INTELLECTUAL PROPERTY

26.1 The Introducer acknowledges that any intellectual property rights in any materials provided by Success with Systems or developed pursuant to this Agreement, including but not limited to trademarks, trade names, logos, and service marks, shall remain the exclusive property of Success with Systems. The Introducer shall not use any of Success with Systems’ intellectual property without prior written consent.

27. NON-COMPETE

27.1 During the term of this Agreement and for a period of twelve (12) months following its termination, the Introducer shall not engage, whether directly or indirectly, in any business that competes with the business of Success with Systems within the Territory.

28. DISPUTE RESOLUTION

28.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first seek to resolve the dispute amicably through negotiations between senior executives of the parties who have authority to settle the dispute.

28.2 If the dispute cannot be resolved through negotiation within 30 days, the parties agree to attempt to settle the dispute by mediation administered by the Centre for Effective Dispute Resolution (CEDR) before resorting to litigation.