This Agreement contains the terms and conditions that apply to membership of the Saunders 1865 Ambassador Program (the “Program”).
1. The Parties & Purpose
1.1. Saunders 1865 International Limited (“Saunders 1865”) is a specialist provider of global VIP-level relocation services. Saunders 1865 (sometimes referred to as “we”) is registered in England under Company No 3037687 and its registered address is 38-40 Gloucester Road, London SW7 4QU.
1.2 The Ambassador (sometimes referred to as “you”) is a suitable person accepted into membership of the Program by Saunders 1865.
1.3 The purpose of the Program is to enable Ambassadors to refer business to Saunders 1865 in return for a share of revenue.
2.1 You will need to complete a registration form (“Program application”) on our website. Your membership will become active once we confirm acceptance of your Program application which we will do by email.
2.2 Once your membership is active you will be authorized to refer business to Saunders 1865.
3.1 You will be provided with a member login and password which will enable you to access a confidential section of our website in order to submit your referrals. In the confidential section of the website there will be a referral form which you should complete and submit online.
3.2 We provide a two-tier referral system:
Tier 1: Active referrals: These referrals are where we have not previously worked with the client and the Ambassador has played an effective part in introducing the business. If accepted, you shall receive the higher percentage share (the “Level A” percentage) of the net revenue received.
Tier 2: Passive referrals: These referrals are where additional business comes to Saunders 1865 direct from a client that the Ambassador (where the Ambassador was the original source of introduction of that client) was not actively involved in introducing such additional business. In the case of Passive referrals you shall receive the lower percentage share (the “Level B” percentage) of the net revenue received.
3.3 Net revenue means, fees received by Saunders 1865 after sales tax (i.e. VAT) and any payments to external providers for services required to conduct the business.
3.4 For the avoidance of doubt passive referrals can only occur after the Ambassador has first introduced that client via an active referral.
3.5 Acceptance of any referral is at the discretion of Saunders 1865. We shall have the sole discretion to determine whether we accept a referral or whether we consider it to be an active or passive referral.
3.6 The Level A and B referral rate percentages are subject to change from time to time by Saunders 1865 giving you notice by email of any such change.
4. Referral Payment & Invoice
4.1 Referrals will be paid to you electronically by Saunders 1865 promptly after the revenue has been received by Saunders 1865 and after the Ambassador has submitted to Saunders 1865 a correct invoice in accordance with the following:
(a) The invoice must be addressed to:
Saunders 1865 International Limited
38-40 Gloucester Road
London SW7 4QU
(b) The invoice must contain the Ambassador’s full name, address and a unique invoice number
(c) The invoice must contain the full details of the referral and the amount due
(d) The invoice must set out the Ambassador’s full bank details (to include Bank, Address, Account Name, Account Number, Sort Code, IBAN Number and Swift/Bic Code)
5. Membership Term
5.1 Your membership will start upon our acceptance of your Program application and will end when terminated in accordance with 5.2 below.
5.2 Either party may terminate your membership, by giving the other party one month’s notice sent by email.
6.1 We may modify terms of membership at any time at our sole discretion.
6.2 Notice of any modification of these terms of membership will be sent to you by email or a notice will be posted on our website.
6.3 Your continued membership in the Program after we have posted any modification will constitute your binding acceptance of the modified terms.
7. Relationship of Parties
7.1 You and Saunders 1865 are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.
7.2 You will have no authority to make or accept any offers or representations on our behalf.
7.3 You shall be solely responsible for any taxes payable by you on your referral monies received from Saunders 1865.
8. Limitation of Liability
8.1 Saunders 1865 will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with your membership of the Program. Further, in any event Saunders 1865’s total aggregate liability arising from the Program will not exceed the total referrals paid or payable to you under the Program.
9. Confidentiality & Data Protection
9.1 Both parties shall treat this Agreement and any information they may have obtained or received in relation thereto or arising out of or in connection with the performance of the Agreement or its negotiation or relating to the business or affairs of the other as private and confidential and neither party shall publish or disclose the same or any particulars thereof without the prior written consent of the other or as may be permitted under the later provision of this Clause.
9.2 The obligations expressed in Clause 9.1 above shall not apply to any information which:
is or subsequently comes into the public domain otherwise than by breach of this Clause
is already in the possession of the Ambassador without an accompanying obligation of confidentiality
is obtained from a third party who is free to divulge the same
is independently and lawfully developed by the Ambassador or its sub-Contractor outside the scope of the Agreement.
9.3 All intellectual property rights in all works or supplies provided under this Agreement which are written or produced on a bespoke or customised basis, including, without limitation, all future such rights when the said works are created, shall be owned by Saunders 1865 and the Ambassador shall ensure that it executes all documents necessary to effect such ownership. Where the Ambassador provides existing intellectual property right protected material to Saunders 1865 under this Agreement it shall disclose to Saunders 1865 who warrants it has the right to do so and shall fully indemnify and hold Saunders 1865 harmless against all loss or liability arising from any third party intellectual property rights claims arising both from such existing material and in relation to any such bespoke work. Except as provided above both parties retain ownership of their pre-existing intellectual property rights protected material.
9.4 On the conclusion or termination of the Agreement both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and in any event kept strictly confidential under the provisions of this clause.
9.5 The obligations relating to confidentiality shall continue notwithstanding termination of this Agreement until such time as the information is no longer confidential in nature.
9.6 The parties agree that all information shall remain the sole and exclusive property of the disclosing party, and that no rights whatsoever are granted to either party by virtue of their disclosure or otherwise. The parties understand and agree that the information may contain trade secrets; copyrighted, trademarked, or similarly owned the licensed information; proprietary information; or other confidential information, ideas, patents, and the like.
9.7 The terms of your membership of the Program shall be kept confidential between the parties.
10. Jurisdiction & Severability
10.1 If any provision of these terms is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these terms shall continue in full force and effect as if the terms had been executed with the illegal or unenforceable provision eliminated.
10.2 The parties irrevocably submit to the exclusive jurisdiction of English Courts for the determination of any dispute.