Partner Agreement
Updated:- 19th December 2024
Update Statement:- Six month review conducted. No material changes made. Document updated to reflect the change in terminology from 'Referral Partner' to the new reference of 'Partner'.
Cover Letter
Thank you for your interest in joining our Partner Program.
Our partners are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration from you.
We have written the following partner agreement with you in mind, as well as to protect our company’s good name. Please bear with us as we take you through this legal formality.
If you have any questions, please don’t hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results, please email our dedicated Partner Manager at [email protected].
The following terms are as defined in the terms of business.
Commencement Date
(the start date of this agreement)
The application acceptance date.
Term
(the length of time this agreement will be in place)
This Agreement is effective immediately upon your acceptance of this Agreement and shall continue until terminated as described in the termination provisions of the T&Cs.
Referral Partner Entity
(company name)
Please note; on completing your application form the values you enter in ‘Company Name’ will be used to pre-populate this field once your application is approved.
Referral Partner Representative
(individual name and email for queries and notices)
Please note; on completing your application form the values you enter in ‘First Name’, ‘Last Name’ and ‘Email Address’ will be used to pre-populate this field once your application is approved.
Referral Partner Website(s)
Please note; on completing your application form the values you enter in ‘Website Address’ will be used to pre-populate this field once your application is approved.
Commission
Tier 1 Affiliates earn 20% of all approved sales or, 20% of any discounted pricing for the first 12 months of the referee's membership.
Tier 2 Affiliate Partners earn 20% of all approved sales or, 20% of any discounted pricing for the first 12 months of the referee's membership.
Tier 3 Referral Partners earn 40% of all approved sales or, 40% of any discounted pricing for the first 12 months of the referee's membership.
Payment Terms
We will pay commissions at the end of each following month on all qualifying sales.
In the event of cancellation by the purchaser within this period, no commissions will be due and payable to you.
You will be able to view your sales commission live in the Partner Hub. We will notify you when commissions fall payable. We will make payments direct to your registered account.
Our Obligations
– We will provide you with access to the Partner Hub. Here you will be able to review our program’s details, download HTML code (that provides links to web pages within our website) and banner creatives, browse and get tracking codes for any promotions we run.
– We may review your placement and approve the use of your links.
– We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel will enhance your performance.
– When you direct or send a prospective buyer to any of our sales pages, or any of our other properties via a correctly formatted partner link and that visitor then purchases any of our other properties – you, the Partner, will receive commission on the terms of this agreement.
Partner Hub
We will provide you with secure access to your private account on our Partner Hub.
– We have marketing materials in place to help you share Samai with your clients, contacts and community. The details of these marketing materials will be available within the Partner Hub.
– Our partner promotions have been designed to drive engagement and sales. In the Partner Hub you will have access to a comprehensive selection of pre-written marketing material to help you promote Samai.
– Once you start sharing your Partner Link with others, you will be able to see the following information in the Partner Hub on the tracking tabs (1) Number of people who have clicked on your links and (2) Number of sales you’ve referred and (3) Amount of commission earned.
Partner Services
The following is a summary of the services that you will provide to us as a Partner:
– You will market our platform to your database in line with the specified marketing materials.
– You will regularly check the Partner Hub for update information, emails and links.
– You will correctly copy your referral links from the Partner Hub.
– You will use the HTML code provided to you for each banner, text link, or other partner link.
– Upon notification to you from us, you will update the use of your links to comply with any guidelines or instructions to you.
– You will be responsible for the maintenance of your website.
– You will receive express written permission to use any third party’s copyrighted material, whether it be a writing, an image, or any other copyrightable work.
– You will disclose all endorsements, reviews, testimonials on our products and services, as well as relationships between other types of content websites (forums, blogs, microblogs, and other Social Media channels) in a separate policy on the partner sites. When there exists a connection between the endorser and the seller of the advertised product, it is imperative that such a connection is “fully disclosed.” We encourage the underlying idea of this approach and strongly encourage our partners to adhere to these principles.
– We also reserve the right to terminate our relationship with any non-compliant Partners.
Promotion Restrictions
– We have the right to monitor your site at any time to determine if you are following the terms and conditions of this agreement. We may notify you of any changes to your site that we feel should be made or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Partner Program.
– You must not promote, include or incorporate in your site or advertising any sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, illegal activities, any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law, use of “Samai" "samai.app" or variations or misspellings thereof (or our intellectual property) in its domain name, or are otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion or the use of software downloads that potentially enable diversions of commission from other Partners in our program.
– You may not create or design the Partner website or any other website that you operate, explicitly or in a manner that resembles our website nor design the Partner website in a manner that leads customers to believe you are us.
– You are free to promote your own websites, but naturally any promotion that our Intellectual Property and any related products could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by us. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote us so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote us so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your Referral Partner websites as independent from us. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this agreement and your participation in the Partner Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
– Partners that exclusively bid in their Pay-Per-Click campaigns on keywords such as “Samai" "samai.app" and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to ours, will be considered trademark violators and will be banned from the Referral Partner Program. We will do everything possible to contact the partner prior to the ban. However, we reserve the right to expel any trademark violator from our Partner Program without prior notice and on the first occurrence of such PPC bidding behaviour.
– Partners are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true and these are valid leads (i.e. sincerely interested in our services).
– Partners shall not transmit any so-called “interstitials,” “ParasitewareTM” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets,” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks a qualifying link until such time as the consumer has fully exited your site (i.e. no page from our site or any [or our content or branding is visible on the end user’s screen). As used herein “ParasitewareTM” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of partner and non partner commission tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in (Frames, hidden links, and automatic pop ups that open our site; (d) targets text on websites, other than those websites 100 percent owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Referral Partner banners with any other banners, other than those that are on websites 100 percent owned by the owner of the application.
– Partners that are found to be cybersquatting or typosquatting on trademark-related domains will be banned from the Referral Partner Program. In such an event, you will repay all your commissions reversed and no further payments due to them.
Please read this entire agreement, including the terms of business, since they will be binding upon you once you commence with the program.
By continuing with the Partner Program you are acknowledging acceptance of this agreement.
Yours sincerely
Team Samai
Partner Terms And Conditions
1.1 These terms and conditions (T&Cs) are entered into between (i) the Partner Entity set out in the Cover Letter and (ii) Business Growth Systems Limited trading as Samai whose registered offices are at 20 Wenlock Road, London, N1 7GU, United Kingdom. References to ‘we’, ‘us’ or ‘our’ relate to Samai. References to ‘you’ and ‘your’ relate to the Partner Entity set out in the Cover Letter provided to you, which includes any details provided by you to us.
1.2 By entering into this relationship you are confirming that this is a ‘business’ relationship and that you are providing the Partner Services (as defined in the Cover Letter) as a person in business.
1.3 You are advised to read these T&Cs and the Cover Letter, since together they consist of the entire agreement between us (this “Agreement”).
1.4 This is a Partner Program for Samai and all of its’ domains and sub-domains (“Partner Program”) that relates to the provision by you of certain Partner services to us as set out in the Cover Letter (the “Partner Services”) upon the terms and conditions set out in herein.
2. Term & Termination
2.1 You are deemed to have accepted this Agreement on the date you tick the box agreeing to this Agreement or execute this agreement (“Commencement Date”).
2.2 Unless terminated in accordance with this clause, this Agreement will continue for no less than 12 months from the Commencement Date (“Term”).
2.3 Following the Term, this Agreement will continue in full force unless and until terminated by either party immediately by providing written notice to the other at the address or email address set out in the Cover Letter.
2.4 In the event of termination in accordance with clause 2.3, all Commissions due and payable to you shall remain due to you in accordance with the terms of this Agreement and the payment terms set out in the Cover Letter.
2.5 We will terminate this Agreement, immediately in the event that we are notified that you have:
(a) committed a material breach of your obligations under this Agreement; or
(b) in our reasonable opinion, or are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
(c) entered into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) committed fraud in your use of the Referral Partner Program or should you abuse this program in anyway; and
(e) convened any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
2.6 In the event of termination in accordance with clause 2.5, no further Commissions shall be due and payable to you.
3. Payments
3.1 The Commission payable to you under this Agreement is as set out in the Cover Letter. We manage our own own Partner tracking and payments. Our payment terms are clearly displayed in the Partner Hub and Cover Letter. By accepting this Agreement you indicate that you have read and are aware of these terms of payment.
3.2 You will automatically be paid on a monthly basis on the Payment Terms set out in the Cover Letter. You acknowledge and agree that commissions will be payable on the last day of the following month from the date of sale.
3.3 In the event of cancellation by the purchaser no commissions will be due and payable to you.
3.4 All commission payments will be made in the same currency as the transaction was processed. We accept membership subscriptions in £GBP and $USD unless otherwise agreed in writing between us.
3.5 It is your responsibility to provide the Partner Services at your expenses as set out in the Cover Letter.
3.6 If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, any technology being down, or key materials (without which we cannot provide the Partner Program) we will notify you by email. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
3.7 Changes to your payment details must be made in writing to the email address on the Cover Letter no later than 5 days prior to a scheduled payment date. We will not be responsible for any charges or penalties charged to you by third parties as a result of incorrect payment details or incorrect Partner Links.
4. Status and limitation of liability
By entering into this Agreement, you acknowledge and agree that:
4.1 To the maximum extent permitted by law, any implied terms, representations and warranties are excluded (including those implied by trade, custom, practice or course of dealing);
4.2 You have not relied on any statement, promise or representation made or given by or on our behalf;
4.3 To the maximum extent permitted by law, our aggregate liability arising out of or related to the Referral Partner Program, whether in contract, personal injury, damage to belongings or otherwise shall not exceed the amounts actually due to you under this Agreement;
4.4 To the maximum extent permitted by law, we will not be liable to you in any way for:
(a) any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Referral Partner Program;
(b) any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject
4.5 except for actions for breach of intellectual property rights (clause 5) or confidential information and privacy (clause 6) or the indemnity (clause 4.8) no action (regardless of form) arising out of this Agreement may be commenced by either party more than one year after the cause of action accrued; and
4.6 Nothing in this Agreement shall be taken to exclude any liability of either party for death or personal injury caused by its negligence or any fraudulent misrepresentation.
4.7 We are not liable (whether caused by our employees, agents or otherwise) in connection with the performance of any of our other obligations under this Agreement.
4.8 You hereby agree to indemnify and hold harmless us and our subsidiaries and Referral Partners, and each of our directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Referral Partner trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
4.9 Nothing in this clause 4, shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
5.0 Intellectual property rights
You acknowledge and agree that:
5.1 All material relating to us, including the information on the Referral Partner Dashboard, any branding relating to “Samai" "samai.app" whether presented before, during or after your Agreement commences are part of our “intellectual property rights”, which includes registered and unregistered rights in any copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, and all similar rights.
5.2 You will not, at any time, do anything that would infringe our intellectual property rights, including recording, reusing, reselling or reproducing in whole or in part any information, documents or online content, except in accordance with the Referral Partner Services or without our prior consent.
5.3 We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
6. Confidential information and privacy
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement, which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
7. Promotion Restrictions
Breach of any Promotion Restriction set out in the Cover Letter will be deemed to be a “material breach” of this Agreement by you.
8. Representations and Warranties
You represent and warrant that:
8.1 This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
8.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
8.3 You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
8.4 The nominated individual set out in the Cover Letter has the authority to bind and execute this Agreement.
9. General
9.1 You agree that you are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between or representations on our behalf. You will not make any statement, whether on your Referral Partner website or any other website or otherwise, that reasonably would contradict anything in this agreement.
9.2 The following clauses shall survive termination of this Agreement: Status & Limitation of Liability (clause 4), intellectual property rights (clause 5) or confidential information and privacy (clause 6), the indemnity (clause 4.8) and General (clause 9)
9.3 The Referral Partner Program will be provided with reasonable skill and care, however, in the event of any query or complaint in connection with it, please email us at our email address set out in the Cover Letter
9.4 This Agreement is not enforceable by any third party (whether under statute or otherwise).
9.5 Any notices under this Agreement will be provided to you via the email address you provide in the Cover Letter
9.6 If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
9.7 This Agreement and the benefit of the rights granted to you by this agreement shall be personal to you and you will not subcontract, novate or assign the rights herein to another party without the prior written consent of the Company.
9.8 The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
9.9 This agreement is the entire agreement between the parties in relation to its subject. No other terms apply.
9.10 Variations to this agreement will have effect when agreed in writing by the parties. The un-enforceability of any part of this agreement will not affect the enforceability of any other part, except that We may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Referral Partner Program rules. If any modification is unacceptable to you, your only option is to terminate this agreement in accordance with the terms of this agreement. Your continued participation in the Referral Partner Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.
9.11 Unless otherwise agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
9.12 If this Agreement conflicts with the Cover Letter then the Cover Letter will take priority.
9.13 The headings and titles contained in this agreement are included for convenience only and shall not limit or otherwise affect the terms of this agreement.
9.14 This agreement is governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.
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