1. Overview
    • Prove Anything Limited wishes to be introduced to prospective Customers. Prove Anything has an Introducer and Affiliate Programme, where Prove Anything’s pays commission for successful revenue generating introductions.
    • An Introducer/Affiliate can be an individual or an entity (corporate or organisation) that applies and is accepted into the Prove Anything Introducers/Affiliate Programme.
    • Prove Anything, for the avoidance of doubt, does not pay for introductions.
    • Prove Anything offers a generous remuneration programme, from Customer income, where the Introducer/Affiliate, registers the contact and undertakes the work required to make a successful introduction that leads to a contracted paid for engagement.
    • An Introducer/Affiliate must have sufficient contacts or be able to demonstrate a sufficient network to Prove Anything during the application process.
    • Prove Anything reserves the right to refuse any person or entity to the Introducers/Affiliate Programme.
    • An Affiliate is required to manage the ongoing relationship with Customers they introduce. The Affiliate must report activity and evidence its works to Prove Anything, on a pre-determined basis to receive the Commission payments as agreed.

2. Agreed terms:

The following definitions and rules of interpretation apply in this agreement.

Affiliate: is a registered Introducer, who undertakes additional work to help manage a Customer relationship throughout the contracted period. The responsibilities of an Affiliate are specified in Schedule A.

Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning given to it in clause 7.

Commission: Introducers and Affiliates will be paid commission by Prove Anything subject to their compliance with this agreement and under the terms as laid out in Schedule A.

Customer: means a party identified by the Introducer who contracts services from Prove Anything.

Introducer: means the party identified on the Prove Anything Introducer application form.

Introduction: the provision by the Introducer/Affiliate to communicate with interested parties who may wish to engage and do business with Prove Anything. These contacts must be pre-registered with Prove Anything before an approach can be made.

Introduce, Introduces, and Introduced shall be interpreted accordingly.

Commission: the payments made to Prove Anything for the Services under a Relevant Contract less any value added tax or other sales tax, cost of sales, any out-of-pocket expenses incurred by Prove Anything in providing the Services and any discounts or rebates granted by Prove Anything.

Prospective Customer: means a party identified by the Introducer who has yet to contract services from

Services: Prove Anything products and services provided by Prove Anything.

 

  • Terms of Appointment
    • Prove Anything appoints the Introducer on a non-exclusive basis to identify Prospective Customers on behalf of Prove Anything. The Introducer will make Introductions to Prospective Customers on the terms of this agreement which are as follows; provide all relevant information (required and/or requested by Prove Anything) about the Prospective Customer, by completing the sections in Introducers portal on the Prove Anything website.
    • The Introducer shall:
      • serve Prove Anything faithfully, diligently, and not to allow its interests to conflict with its duties under this agreement;
      • use its best endeavours to make Introductions to Prospective Customers pursuant to this agreement;
      • submit a report online through the Prove Anything portal on a quarterly basis to report on progress made with Prospective Customers; and
      • comply with all reasonable and lawful instructions of Prove Anything.
    • The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Prove Anything in any way and shall not do any act which might create the impression that the Introducer is so authorised.
    • The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Prove Anything, 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 Customers.
    • The Introducer shall indemnify and keep Prove Anything indemnified on demand against any loss or damage suffered or incurred by Prove Anything as a result of any breach by Introducer of this clause 2.5 or as a result of any claim by a third party arising from any such breach.
    • The Introducer shall not, without the prior written consent of Prove Anything, during the term of this agreement perform duties similar to making Introductions on behalf of any person who provides services similar or competitive to the Services.
    • The Introducer must disclose to each Prospective Customer that it is an Introducer for Prove Anything, but 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 Prove Anything.
    • Prove Anything will provide marketing and support collateral as identified at 6.2. The Introducer shall not produce any marketing material for Prove Anything’s services or use Prove Anything’s name, logo, or trademarks on any marketing material for the Services without the prior written consent of Prove Anything.
    • The Introducer shall not, without Prove Anything’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Prove Anything’s marketing material.
    • Where a Prospective Customer is Introduced by the Introducer and the Prospective Customer then introduces Prove Anything to a third party who purchases, the Introducer shall not be entitled to commission from said third party introduction.
  • Anti-bribery compliance
    • The Introducer shall:
      1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
      2. promptly report to Prove Anything 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;
    • 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 person terms equivalent to those imposed on the Introducer in this clause.
    • The Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Prove Anything for any breach by such persons of any of the Relevant Terms.
    • Breach of this clause 3 by the Introducer shall be deemed a material breach under clause 9.2 (a).

 

  • Commission and payment
    • The Introducer shall be entitled to Commission if a Prospective Customer Introduced by the Introducer enters into a Relevant Contract.
    • The Commission payable shall, unless specified otherwise in the Special Conditions, be as laid out in Schedule A of this agreement.
    • The Introducer is not entitled to receive any revenue share, expense, reimbursement, or other payments in connection with this agreement other than the Commission.
    • Any Commission which is due in accordance with clause 2, shall be payable to the Introducer following the end of the quarter in which the relevant Income is received by Prove Anything.
    • If Prove Anything receives payment under any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by Prove Anything.
    • Prove Anything shall within 7 days of the end of the quarter send to the Introducer a written statement setting out, payments received for Services in respect of each Relevant Contract.
    • The Introducer shall invoice Prove Anything for the Commission payable as per Prove Anything’s statement submitted pursuant to clause 6, together with any applicable VAT or added tax and Prove Anything shall pay such invoice within 14 days of receipt.
    • All sums payable under this agreement shall be paid in GBP pounds sterling (£) unless the parties agree otherwise. All payments are subject to VAT.

3. Introductions

The Introducer acknowledges and agrees that it does not have exclusivity over the relationship with the Prospective Customer, and that a Prospective Customer may be an existing Customer of Prove Anything or may be introduced to Prove Anything by more than one person other than the Introducer.

  • Nothing in this agreement shall prevent Prove Anything from approaching individuals within the Prospective Customer, or other branches of the Prospective Customer, who are not subject to the Introduction. Where a Prospective Customer is successfully acquired direct, no Commission shall be payable to the Introducer.
  • In no event shall Prove Anything be required to pay Commission to more than one person.
  • Obligations of Prove Anything
    • Prove Anything will at all material times act in good faith towards the Introducer.
    • Prove Anything will provide the Introducer with information the Introducer reasonably requires carrying out its duties, including marketing information for and details of the Services, and information about Prove Anything.
    • Prove Anything shall not be responsible for any costs or expenses incurred by the Introducer whatsoever.
    • Prove Anything shall be under no obligation to:
      1. follow up any Introduction made by the Introducer; or
      2. enter into or continue a Relevant Contract
    • Confidentiality
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Customers, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
      • Each party may disclose the other party’s confidential information:
        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.
        2. 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; and
        3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
      • All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from Prove Anything shall be returned promptly to Prove Anything on termination of this agreement, and no copies shall be kept.
    • Commencement and duration

This agreement shall commence on the Effective Date, as agreed, and signed electronically by both Parties and shall continue until terminated in accordance with clause 9.

  • Termination
    • Prove Anything may terminate this agreement, with six months written notice. The termination will not affect any outstanding commission payments due to the Introducer for existing business.
    • 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:
      1. the other party commits a material breach of any term of this agreement which breach, if capable of remedy, is not remedied by the breaching party within a period of 30 days after being notified in writing to do so;
      2. 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;
      3. 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 (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;
      4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
      5. In the case of an individual Introducer the contract is terminated upon death.
      6. In the case of a company or organisation they cease trading or are sold to another entity.

4  Limitation of liability

The following provisions set out the entire financial liability of Prove Anything (including any liability for the   acts or omissions of its employees, agents, and sub-contractors) to the Introducer in respect of:

a)     any breach of this agreement howsoever arising; and

b)     any representation, misrepresentation (whether innocent or negligent), statement, tortious act, or omission (including negligence) or any breach of statutory duty arising under or in connection with this agreement.

Except as expressly and specifically provided in this agreement, all warranties, representations, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

Nothing in this agreement excludes the liability of Prove Anything:

a)     for death or personal injury caused by Prove Anything’s negligence;

b)     for fraud or fraudulent misrepresentation; or

c)     for any other matter which liability cannot be limited or excluded by law.

 

Prove Anything shall not in any circumstances be liable whether in contract, tort (including negligence), breach of statutory duty (howsoever arising), and misrepresentation (whether innocent or negligent) or otherwise, arising under or in connection with this agreement for any:

a)     loss of profits;

b)     loss of business;

c)     depletion of goodwill or similar losses;

d)     loss of anticipated savings;

e)     loss of goods;

f)      loss of use;

g)     loss or corruption of data or information; or

h)     any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses.

 

  • Consequences of termination
    • On termination of this agreement, the following clauses shall continue in force: clauses 1,2 ,3,5, 7, and clause 9 to clause 18 (inclusive).
    • 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.
    • On termination of this agreement:
      1. if Prove Anything has terminated this agreement in accordance with clause 9.1, Prove Anything shall pay any Commission due to the Introducer up to the date of termination in accordance with this agreement.
      2. If Prove Anything has terminated this agreement in accordance with clause 9.1, Prove Anything shall have no further liability to the Introducer and, for the avoidance of doubt, Prove Anything shall have no continuing liability to pay Commission (or any other amount) to the Introducer following termination of this agreement.
    • No partnership or agency
      • 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 authorise any party, to make or enter into any commitments, for or on behalf of any other party.
      • Each party confirms it is acting on its own behalf and not for the benefit of any other person.

4. Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.

  • Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties.

  • Assignment and other dealings

This agreement is personal to the parties and, except in relation to a transfer to another group company, 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.

  • Severance

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 shall not affect the validity and enforceability of the rest of this agreement.

  • Notices
    • Any notice given to a party under or in connection with this contract shall be in writing.
    • For the purposes of this clause, “in writing” includes by email. Notices may be sent by hand, first class recorded delivery or other form of registered mail or by email using the contact details contained in the confirmation email of this agreement.
    • Notices shall be treated as delivered:
      1. if by hand, when delivered;
      2. if by registered mail, two Business Days after the date of posting; or
      3. if sent by email one Business Day after being validly sent.
    • This clause 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.
    • You must not use Prove Anything to, or Introduce Customers who will; store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party (in each case in any jurisdiction and under any applicable law).
    • Please refer to the Prove Anything Master Services Agreement, or Terms and Conditions of Use for a full list of misuses of Prove Anything that would result in termination of a contract with Prove Anything.
  • Third party rights

No one other than a party to this agreement shall have any right to enforce any of its terms.

  • Governing law and Jurisdiction

19.1 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 and Wales.

19.2 Each party irrevocably agrees to the exclusive jurisdiction of the courts of England and Wales.

 

Schedule A

Introducer and Affiliate commission structure

Section 4 in the above agreement sets out many of the terms and conditions for Introducers and Affiliates on behalf of Prove Anything Limited. This is financial and additional information, which details how the Introducer/Affiliate system operates.

INTRODUCER (5% commission on gross revenue in year 1)

An introducer, once accepted by Prove Anything must submit, via the specified portal, the name of the organisation and contacts they wish to approach. Prove Anything will then confirm within 3 working days, in writing, if the Introducer can approach this contact. If confirmed this contact becomes a prospective client.

The Introducer must set up the initial meeting with a prospective client, if they are to receive commission relating for any paid business, as a consequence of the introduction.

An introducer will receive up to 5% commission from the gross revenue of a SaaS (Software as a Service) agreement in the first 12 months of the contract. The commission is paid monthly in arrears (once the funds are received by Prove Anything).

Prove Anything does not pay commission on hardware sales (NFC tags) as we aim to supply these at cost, to ensure we are competitive in the market place. All hardware sales, are contracted with an associated SaaS agreement.


AFFILIATE (20% – year 1 / 15% – year 2 / 10% – year 3 / commission on gross revenue)

A Prove Anything Affiliate is commission only salesperson who using their own contacts generates sales of Prove Anything’s platform. Prove Anything shareholders automatically become Affiliates.

A Prove Anything Affiliate must submit, via the specified portal, the name of the organisation and contacts they wish to approach. Prove Anything will then confirm within 3 working days, in writing, if the Affiliate can approach this contact. If confirmed this contact becomes a prospective client.

Affiliates who help sell Prove Anything SaaS products receive 20% commission of the gross revenue from the SaaS (Software as a Service) deals they introduce in the first 12 months. The commission level is 15% in year 2 and 10% in year 3.

Prove Anything does not pay commission on hardware sales (NFC tags) as we aim to supply these at cost, to ensure we are competitive in the market place. All hardware sales, are contracted with an associated SaaS agreement

The commission is paid monthly in arrears (once the funds are received by Prove Anything).

To qualify for these commission payments the Affiliate will act as the ‘account liaison’ with the client and help Prove Anything with the ongoing management and delivery of services. This will include a monthly feedback sheet of contact with the client, and a quarterly written report, which will be submitted via the Prove Anything portal.

Prove Anything reserves the right to withhold commission payments, if the above information is not supplied in the timeline as laid out. If an Affiliate misses two quarters of information, the Affiliate agreement and commissions will be automatically terminated, forthwith.