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1.1 Santa Fe Limited is part of the Santa Fe Group. In this Agreement, “Group Company” and “Group Companies” shall mean, in respect of any Santa Fe Limited, its subsidiaries, its ultimate holding companies and any subsidiaries of its holding companies, in each case as defined in section 1159 of the Companies Act 2006.
1.2 This agreement sets out the terms upon which Santa Fe Limited (a company incorporated in England and Wales with company number 12306892) (“Santa Fe”, “we” or “us“) agrees to provide to you (“Partner” or “you“) access as a ‘Partner’ to our ‘Santa Fe Marketplace’ online platform (the “Marketplace”) through which you may promote, offer and contract for the sale of your Services and the supply of your services (“Services”) to certain third party purchasers who are our registered customers on the Marketplace (“Customer”) (the “Agreement”).
2.1 Registration on the Marketplace provides you with your Partner account details (your “Account”). You may only have one Marketplace Account at any one time. Following the registration of your Account, you will be required to complete a partner profile and a user profile.
2.2 Santa Fe reserves the right to undertake due diligence of you. The Partner will be required to complete the Santa Fe verification questionnaire, as amended from time to time, a copy of which can be found at Schedule 3 (“Verification”). The Partner will provide all reasonable assistance to Santa Fe in order for Santa Fe to satisfactorily complete its due diligence.
2.3 This Agreement shall not become live and effective and the Partner shall not offer any Services on the Marketplace until the parties have either:
(a) agreed the Special Terms and the Special Terms have been posted by Santa Fe into your online Partner account; or
(b) agreed in writing that no Special Terms apply,and Santa Fe has provided email confirmation to the Partner that the Partner has satisfactorily passed Santa Fe’s due diligence.
2.4 You are responsible for maintaining the confidentiality of your Partner user name, password and other Account details. You should ensure that you log out of your Account at the end of each session. You must promptly notify us of any unauthorised use of your user name, password or Account as soon as you become aware of it. For security purposes, we may change your user name or password from time to time.
3.1 You are responsible for all content which you upload and display on the Marketplace relating to your Services, including all information, text and images (“Partner Content“). All Partner Content will be uploaded and managed by you and you are responsible for keeping all Partner Content uploaded up to date and for ensuring that it comprises all relevant information to be displayed on the Marketplace in relation to your Services.
3.2 You are solely responsible for all elements of your Partner Content including its accuracy, ownership, and legality. You will upload, in the format required for the Marketplace platform, accurate and complete Service information for each Service that you make available to be offered for sale or supply on the Marketplace.
3.3 If you fail to upload the Partner Content in the format required by Santa Fe, Santa Fe reserves the right to introduce a fee to upload and update your Partner Content (as applicable). If Santa Fe elects to introduce such a fee then it will inform you in advance and you will then have the right to either continue to use the Marketplace or terminate your access to the Marketplace at Santa Fe’s option.
3.4 If you become aware that any Partner Content including any Service information is untrue, inaccurate or incomplete then you must immediately remove or correct the content as appropriate.
3.5 We have the right, but not the obligation, to monitor or otherwise review all Partner Content and communications between you and any Customers or other Santa Fe Partners (if any) for compliance with the terms of this Agreement including our Group Company Code of Business Conduct, a copy of which can be found at https://personal.santaferelo.com/code-of-business-conduct and we may decline to publish any Partner Content, and/or we may remove any Partner Content, at any time, in our sole discretion. The determination as to whether Partner Content complies with our Group Company Code of Business Conduct may take account of subjective factors, and we have the right to determine in our sole discretion whether your Partner Content adheres to the Group Company Code of Business Conduct.
3.6 You shall not use, send, display, post, publish, submit, upload or otherwise transmit to the Marketplace or to us or any Customers that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, invasive of privacy or is otherwise reasonably determined by us to be objectionable or injurious to any third parties; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, intellectual property rights, contractual rights or any other rights of any person; or (xi) breaches any applicable law, rule or regulation. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Account or access to the Services and/or reporting such content or activities to law enforcement authorities.
3.7 You may not use your Account or any other part of the Marketplace as storage for remote loading for another database, whether internal or external to the Marketplace.
3.8 You may not collect, store or otherwise process personal data about any Customer except as permissible under applicable data protection legislation and in accordance with the privacy policy displayed on the Marketplace and clause 17.
3.9 You will not use, send, display, post, publish, submit, upload or otherwise transmit to the Marketplace, to us or to any Customers that contains viruses, worms, trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or which allows your Account or any part of the Marketplace to function in any manner not incorporated by us in its original design and/or in a manner damaging to the name or reputation of the Marketplace.
This Agreement does not grant any exclusive rights to the Partner. The Partner acknowledges that no Customer is obliged to order any Services or services exclusively through the Marketplace or at all and that the Marketplace may include Partners offering Services or services similar to or otherwise competitive with the Services of the Partner.
5.1 In this Agreement “Intellectual Property Rights” means all and/or any intellectual property rights of whatever nature and howsoever arising, including trade marks, domain names, copyrights, all rights in computer software (including without limitation database rights) and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world, and “Marks” means any and all forms of trade marks, trade names, designs, logos or trade dress.
Our Intellectual Property Rights
5.2 The entry into and performance of the provisions of this Agreement does not constitute any assignment or transfer to you of any right, title or interest in or to any of our Intellectual Property Rights.
5.3 We may display any of our Marks on any part of the Marketplace, but you shall not make any use of any of our Marks without our express prior approval.
5.4 You shall not purchase or register domain names, keywords, AdWords, search terms or other identifying terms that include the words “the Marketplace”, “Santa Fe”, “Santa Fe Relocation”, “Santa Fe”, “Santa Fe Relocation” or any of our Marks, or any variations, misspellings or colourable imitations thereof, for use in any search engine, portal, sponsored advertising service or other search or referral service.
5.5 At no time during or after the term of this Agreement shall you challenge or assist others to challenge any of our Marks or the registration thereof or attempt to register any trade marks, marks or trade names confusingly similar to any of our Marks.
Your Intellectual Property Rights
5.6 You represent and warrant to us that:
(a) you hold all rights in and to all elements of the Partner Content necessary or desirable to grant to us the rights granted by you in this Agreement;
(b) no third party holds any rights, title or interest in or to any element of the Partner Content that would prohibit or impair our ability to exercise fully the rights granted by you in this Agreement; and
(c) there is no pending or threatened claim, action, or proceeding related to any of the Intellectual Property Rights in, to or in respect of any element of your Partner Content and so far as you are aware there is no basis for any such claim, action, or proceeding.
5.7 You retain all Intellectual Property Rights in, to or in respect of all elements of your Partner Content, subject to the grant by you to us of a non-exclusive, transferable, worldwide, royalty-free right licence to use your Partner Content for the purposes of performing our obligations under this Agreement.
Third Party Intellectual Property Rights
5.8 You hereby agree to defend, indemnify and hold harmless Santa Fe and its Group Companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all claims, actions, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal costs) (any or all of the foregoing being “Losses“) suffered or incurred by any of them insofar as such Losses (or actions in respect thereof) arise out of or are connected with any claim that any element of your Partner Content infringes the Intellectual Property Rights of any third party or any other third party claim related to any element of your Partner Content or your Account.
You will use the Marketplace and you will operate your Account at all times in accordance with all applicable laws. If at any time we discover that you are using your Account or the Marketplace for any reason or in any manner other than in accordance with this Agreement, we reserve the right to terminate your relationship with us and your participation in the Marketplace immediately.
7.1 You may only offer Services and sell and supply Services on the Marketplace to the Customer(s) which requested for your Services to be available to them on the Marketplace.
7.2 All Service sales made by you via the Marketplace will be made on your standard terms for sale of Services (“Partner Sale Terms“) the current version of which shall be made available on the Marketplace to your Customer(s) at all times. Each Service Order shall constitute a separate contract between the Customer and the Partner as the contracting parties.
7.3 You warrant at all times you will comply with the terms of Schedule 2 to this Agreement (Partner Warranties).
7.4 You agree that the display of your Services with your other Partner Content on the Marketplace constitutes your unconditional offer to sell those Services in accordance with the Partner Content (including price) on the Partner Sale Terms, and that upon the completion by a Customer of the Service ordering process for the Service on the Marketplace platform, including acceptance of the Partner Sale Terms, a valid and binding contract will exist between you and the Customer for the sale and purchase of that Service on the Partner Sale Terms (each, a “Service Order”).
7.5 Each offer for sale of a Service by you on the Marketplace constitutes your unconditional and irrevocable authority to us to utilise the functionality on the Marketplace platform to enable a relevant Customer to enter into a Service Order and you hereby grant to us all rights and consents necessary or desirable for that purpose.
7.6 For the avoidance of doubt, the Marketplace operates as an intermediary platform with functionality which allows such Partners and Customers to contract directly with each other and, whilst we may on occasion provide ancillary services for the fulfilment of that contract, we do not in any circumstances act as the agent or representative of either you or the relevant Customer in relation to any such transactions.
7.7 The Partner Sale Terms are entered into between you and the third party Customer wishing to buy your Service. We are not a party to that Service Order contract and we have no responsibility for the conduct of the relevant Customer in relation to that sale transaction or for the performance of those contract terms by either party. You are responsible for any non-conformity or defect in, or any public or private recall of, any of your Services. You will bear any risk of fraud or less in relation to that sale transaction including and risk of credit card fraud. You are responsible as the Partner for the issue of any invoice or sales receipt to the Customer although you may utilise the functionality of the Marketplace platform for that purpose (if possible).
8.1 You will offer each Service for sale on the Marketplace. A Customer may purchase a Service from you on the Marketplace in one of three ways:
(a) “Referral”: the Customer is either:
(i) referred to you from the Marketplace through a tracked referral link (for example, to your website); or,
(ii) the Customer completes a form on the Marketplace which shall be sent to you via a trackable link or to a designated email inbox and you will then contact the Customer to complete the transaction,
(b) and the Service Order is not completed on the Marketplace.“Direct Booking”: the price of a Service is fixed and the Service Order is completed on the Marketplace.
(c) “Request to Book”: the price of a Service is variable, the Customer requests a quote from you via the Marketplace and the Service Order is thereafter completed on the Marketplace after the Customer has received a quote from you.
8.2 Where the Service is purchased by the Customer through:
(a) a Referral, the Customer will pay you directly for the Services; and
(b) a Direct Booking or a Request to Book, the Customer will pay us for the Services.
9.1 In consideration for the services provided by us to you under the terms of this Agreement, you agree to pay to us service fees calculated in accordance with this clause 9.
9.2 Our service fees are a commission charged as a percentage of the Service Prices of the Services sold by you pursuant to each Service Order. The commission percentage payable by you to us is to be agreed during the Verification process and shall be a special term set out in Schedule 1 of this Agreement (“Commission”) and clause 2 (variation) shall apply.
9.3 Any Commission deductible from a Direct Booking or Request to Book will be automatically deducted at the time of payment by the Customer. We shall withhold the Commission and pay you the outstanding sums due to you within 30 days of receipt in full, to a bank account nominated by you in the Marketplace Partner ‘Account Settings’, under ‘Payout Details’, from time to time.
9.4 For a sale made through a Referral, you shall pay to us the Commission set out in each invoice submitted by us (from time to time) within 30 days of receipt in full and without any deduction, set-off or counterclaim, to a bank account nominated in writing by us from time to time.
9.5 Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under this Agreement on the due date:
(a) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at 4% a year above the Bank of England’s base rate from time to time; and
(b) we may suspend your ability to access your Account or any other part of the Marketplace, although we may choose to retain any content which you have previously published on the Marketplace.
9.6 If the Customer cancels your Service sale transaction prior to the delivery of the Service to the Customer or if the Customer notifies us within 5 working days’ that the Service is not in accordance with the Partner Content and/or the Partner Sale Terms for that Service then, provided the Customer is refunded in full by you, no Commission will be payable by you to us in relation to that Service sale transaction.
9.7 We only act as an intermediary, save for in the instances of a complaint from a Customer in relation to you, and we shall only send you an invoice for the Commission regarding our intermediary services. You are responsible for issuing an invoice for the sale price of the Service to the Customer. Santa Fe shall not be responsible for the issuance of any of your documentation including sales invoices or receipts.
10.1 You shall deliver the Services, or have the Services ready for collection (as applicable), at the delivery location, using the delivery method and on the relevant delivery date in accordance with the relevant Service Order.
10.2 You shall ensure that (where applicable), each delivery or supply of the Services is accompanied by a delivery note or invoice that shows the date of the relevant Service Order and all relevant Customer and Partner reference numbers, the type and quantity of the Services, special storage instructions (if applicable) and, if the Services are being delivered by instalments, the outstanding balance of the Services remaining to be delivered. If you require a Customer to return any packaging materials to you, you shall ensure that fact is clearly stated on the delivery note.
11.1 In order to protect the legitimate business interests of Santa Fe, you covenant with Santa Fe that you shall not (except with the prior written consent of Santa Fe) solicit or entice away (or attempt to solicit or entice away) the business or custom of any Customer away from the Marketplace resulting in the effect that Santa Fe would not be aware and/or entitled to any Commission that would otherwise be due to us if the Service Order was completed either on the Marketplace or via a Referral.
11.2 In particular, you warrant that you will not:
(a) engage in any action with a Customer on the Marketplace designed to complete or facilitate a transaction away from the Marketplace, save for where you engage with a Customer through a Referral in accordance with clause 1(a);
(b) refer to or promote external websites that facilitate sales away from the Marketplace; or
(c) use contact information obtained on the Marketplace to offer or sell any Services away from the Marketplace.
In this Agreement
“Restricted Customer” means any person who is or has been at any time during the immediately preceding 12 months, a Customer or a prospective customer of Santa Fe or any Group Company (whether on its own account or as a member of or participant in any group or consortium) in respect of any relocation or relocation management services provided or to be provided to or used or to be used at any location.
12.1 In order to protect the legitimate business interests of Santa Fe and our Group Companies, you covenant with us that you shall not (except with our express prior written consent):
(a) solicit or entice away (or attempt to solicit or entice away) from Santa Fe or any Group Company the business or custom of any Restricted Customer and, without prejudice to the generality of the foregoing, you shall not solicit or entice or seek to persuade any Restricted Customer to cease to use the Marketplace or to reduce the level of business which it conducts with Santa Fe or any of its Group Companies; or
(b) create, develop and/or provide or take any steps to create, develop and/or provide an online marketplace for the provision of relocation or relocation management services, in competition with the Marketplace
12.2 You shall be bound by the covenant set out in clause 11 during the term of this Agreement and for a period of 12 months’ after termination of this Agreement.
In addition to the provisions of this Agreement, specific pages on the Marketplace may set out additional terms and conditions, all of which are hereby incorporated by reference into this Agreement. When we make changes in this manner. Any changes will be effective immediately upon posting on the Marketplace site. Terms and conditions may be changed or updated at any time upon notice to you. You agree to accept delivery of any such notice, or any other notice regarding your account or the Marketplace, via the email account address you have most recently registered with us.
14.1 Without affecting any other right or remedy available to us, Santa Fe may immediately terminate this Agreement, cancel your user name and password, and/or otherwise cease your use of the Marketplace if you:
(a) fail to complete the Verification and satisfactorily pass Santa Fe’s due diligence of you;
(b) fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(c) commit a material breach of any term of this agreement and (if such breach is remediable), you fail to remedy that breach within a period of 14 days after being notified to do so;
(d) takes or has taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of your assets, or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this
(e) deteriorate your financial position so far as to reasonably justify the opinion that your ability to give effect to the terms of this agreement is in jeopardy;
(f) do anything or fail to do anything that, in our reasonable opinion could or does impact our reputation;
(g) (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation; or
(h) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010).
14.2 Without affecting any other right or remedy available to us, Santa Fe may otherwise terminate this agreement on giving not less than 30 days’ written notice to you.
14.3 You may terminate this Agreement and your Account by giving Santa Fe not less than 3 months’ prior written notice.
14.4 Termination of this Agreement pursuant to this clause 14 shall not terminate any Service Orders which remain to be performed at that time, which will remain in full force and effect and shall be terminable only in accordance with their applicable terms and conditions.
14.5 We may also in our sole discretion, and at any time, discontinue providing the Marketplace, or any part thereof, with or without notice.
14.6 The provisions of any clauses of this Agreement which are expressed to, or by their nature are intended to, survive termination shall survive any termination of this Agreement, including clause 2.3, 3, 5, 12, 15, 17, and 18.
15.1 The Partner and each of its Partner personnel must:
(a) comply with all anti-bribery and corruption laws, all other laws, standards and regulatory requirements relating to the Services and the performance of its obligations under this Agreement and each service;
(b) obtain and maintain any licences, authorisations, consents, approvals and permits required by all applicable laws, standards and regulatory requirements to provide the Services and to perform its obligations under this Agreement and each Service Order.
15.2 The Partner must notify Santa Fe of any actual, alleged or suspected breach of anti-bribery and corruption laws, standards or regulatory requirements immediately after the Partner has become aware of the actual, alleged or suspected breach (as the case may be).
15.3 Upon notification under clause 2, the Partner must immediately:
(a) rectify any actual breach; and
(b) investigate any alleged or suspected breach; and:
(c) implement rectification measures if an actual breach has occurred or a breach is likely to occur; or
(d) confirm to the Customer that no actual breach has occurred or is likely to occur.
15.4 The Partner must not perform any act that will cause the Santa Fe or any Customer to be in breach of any laws, standards and regulatory requirements relating to the Services and the performance of its obligations under this Agreement and each Services Order.
15.5 The Partner must promptly report to Santa Fe any request or demand for any undue or unlawful payment or other advantage of any kind received in connection with the performance or this Agreement.
15.6 The Partner must immediately notify Santa Fe in writing if a foreign public official becomes an officer or employee of the Partner or acquires a direct or indirect interest in the Partner, and the Partner warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement.
15.7 The Partner shall ensure that any person associated with the Partner who is performing services or providing goods in connection with the Services does so only on the basis of a written confirmation and its associated written trail, which imposes on and secures from such person terms essentially equivalent to those imposed on the Partner in this clause 15 (“Relevant Terms”). The Partner shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Santa Fe for any breach by such persons of any of the Relevant Terms. For the purpose of this clause 15, a person associated with the Partner includes but is not limited to any subcontractor of the Partner.
16.1 To the fullest extent permissible pursuant to applicable law, we expressly disclaim all warranties of any kind whether express or implied, including but not limited to any warranties of title, merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the quality of any services provided to you by or through the Marketplace will meet your expectations, or that defects, if any, will be corrected.
16.2 We make no representation that the operation of your Account or the Marketplace will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptions or errors. The Marketplace is provided on an “as is” and “as available” basis.
16.3 We shall have no responsibility for any damages suffered by you in connection with the Marketplace including but not limited to loss of data, non-deliveries or mis-deliveries of content or email, errors, system downtime, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of any other user of the Marketplace, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the Marketplace.
17.1 We will collect and process information relating to you or your employees in accordance with our Privacy Policy which is available here: https://personal.santaferelo.com/privacy-policy, as amended from time to time.
17.2 The parties shall comply with the data protection obligations set out in Schedule 4 and the terms of this clause 17 and Schedule 4 shall survive termination.
18.1 Any limitation of liability set out in this Agreement shall not apply so as to restrict either party’s liability for death or personal injury resulting from that party’s negligence or any liability arising from fraudulent misrepresentation.
18.2 Without prejudice to clauses 1 and 18.3, our aggregate liability for any direct losses which you may suffer or incur whether in contract, warranty, tort (including negligence), Service liability, strict liability or on any other account whatsoever shall be limited to an amount equal to the Commissions paid by you in the 12 month period prior to the date upon which the incident, event, act, omission or default which resulted in such loss occurred.
18.3 Under no circumstances shall we or any of our officers, employees, directors or agents, be liable for any indirect, incidental, special, consequential or exemplary losses or damages of any nature whatsoever.
18.4 You indemnify, us and our affiliates, (and their and our officers, directors, employees, and agents) from and against any claim, loss, damage, liability, cost, charge or expense which we and/or any of them may suffer or incur arising out of or in connection with your breach of any obligations in this Agreement and/or arising out of or in connection with your Services (including the offer, sale, fulfilment, refund, return or adjustments thereof).
19.1 A reference to one gender shall denote all genders and a reference to the singular shall include the plural and vice versa.
19.2 References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time.
19.3 References to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, and any firm or unincorporated association; references to a “person” shall be construed so as to include any individual, firm, company, government, state, authority or agency of the state or any joint venture, association or partnership (whether or not being separate legal personality).
19.4 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words “without limitation” following them. Where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.
20.1 You and Santa Fe are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative, or employment relationship between you and Santa Fe.
20.2 Save for any Special Terms agreed by the parties during the Verification process which shall be effective without the requirement of signatures from both parties, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Santa Fe shall post the Special Terms agreed during the Verification process into your online account and once uploaded to your online account, unless you notify Santa Fe within five Business Days that the Special Terms are not accepted, these Special Terms shall be automatically incorporated into this Agreement and shall be effective. Where the Parties agree to the variation of the terms of this agreement after the completion of Verification, they will amend this agreement and where appropriate, the variation will form part of the Special Terms as set out at Schedule 1.
20.3 Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control.
20.4 Apart from our Group Companies, who may directly enforce the benefit of clause 8, no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Patties) Act 1999 to enforce or enjoy the benefit of any terms of this Agreement.
20.5 No rule of construction shall apply in the interpretation of this Agreement to the disadvantage of one party on the basis that such party put forward or drafted this Agreement or any provision of this Agreement.
20.6 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.
20.7 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.
20.8 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.
20.9 Our waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Our failure or delay to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
20.10 Except as otherwise specifically provided herein, this Agreement constitutes the entire agreement between you and us relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.
By selecting ‘Register’ you agree you’ve read and accepted the terms of our Agreement. Please see our Privacy Notice for information regarding the processing of your data.
| Commission: | The parties hereby agree that the rate of Commission shall be: [●]per cent ([●]%) of the Service Prices of the Services sold pursuant to each Service Order. |
1.1 You have full capacity and authority to enter into and to perform this agreement.
1.2 This agreement is executed by a duly authorised representative of the Partner.
1.3 There are no actions, suits or proceedings or regulatory investigations pending or, to that your knowledge, threatened against or affecting you before any court or administrative body or arbitration tribunal that might affect the ability of you to meet and carry out your obligations under this agreement.
1.4 Evidence of all transactions which occur through a Referral will be made available to us, upon our reasonable request. It is anticipated that such evidence will be provided either by way of a partner portal or through regular reporting.
2.1 You will produce, pack, provide, perform and supply the Services in accordance with all best industry standards and practices.
2.2 The Services shall:
(a) conform to any description and/or specification provided to and agreed with the Customer;
(b) be of satisfactory quality and fit for any purpose held out by the Partner or made known to the Partner by the Customer;
(c) be free from defects in design, material and workmanship and, save for where the Services are perishables, remain so for 12 months after delivery to the Customer; and
(d) comply with all applicable statutory and regulatory requirements.
2.3 You comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture (if applicable), packing, packaging, making, storage, handling, delivery and performance of the Services.
3.1 You will meet any performance dates for the Services specified in all Customer orders or that the Customer notifies to the Partner.
3.2 In providing the Services, you shall:
(a) perform any services related to the Services with all reasonable skill, care and diligence and in accordance with best industry practice;
(b) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Partner’s obligations are fulfilled in accordance with the Partner Sale Terms;
(c) ensure that the Services (will conform with all descriptions and specifications set out in the Customer order, and shall be fit for any purpose that the Customer expressly or impliedly makes known to the Partner;
(d) obtain and at all times maintain all licences, insurances and consents which may be required for the provision of the Services;
(e) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;
(f) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
(g) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
4.1 The Partner and the Partner Sale Terms shall:
(a) comply with all applicable laws and industry codes which may apply from time to time to the provision and/or sale of the relevant Services;
(b) comply with all applicable consumer protection laws, to include the Consumer Rights Act 2015;
(c) entirely disclaim any liability or responsibility of Santa Fe under the Partner Sale Terms so that Santa Fe shall not be liable or responsible to the Customer or the Partner for:
(i) any Service, content, data, information or packaging to be provided by or associated with the Partner; or
(ii) any loss, damages, expenses or contractual obligations or penalties or other consequences which may be alleged or may arise directly or indirectly to any Customer arising out of or in connection with the acts or omissions of the Partner of any nature whatsoever.
1.1 Company name
1.2 Company registration number
1.3 Registered address
1.4 Trading address
1.5 Company phone number
1.6 Website
1.7 VAT number or other relevant tax registration number
2.1 Confirmation of levels of insurance in place
2.2 Evidence of insurance policies
3.1 Financial standing of the Partner’s business
3.2 Confirmation whether the business has been insolvent in the last three years
4.1 Agreement to any special terms (as applicable)
5.1 Entry into the IDTA (as applicable)
| Agreed Purposes: | to facilitate the processing and completion of a Service Order placed by a Customer with the Partner on the Santa Fe Marketplace. |
| Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures | as set out in the Data Protection Legislation. |
| Data Discloser | party that discloses Shared Personal Data to the other party. |
| Data Protection Legislation | To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data. |
| EU GDPR | the General Data Protection Regulation ((EU) 2016/679). |
| UK GDPR | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. |
| Permitted Recipients | the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement. |
| Shared Personal Data | the personal data to be shared between the parties under paragraph 1.1 of this agreement. Shared Personal Data shall be confined to the personal data of Customer’s, as set out in Santa Fe’s privacy policy which can be found at https://personal.santaferelo.com/privacy-policy. |
1.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties, each as an independent data controller. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
1.2 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party 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. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
1.3 Particular obligations relating to data sharing. Each party shall:
(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) 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, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the UK or EEA unless the transferor ensures that:
(i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or
(ii) a transfer impact assessment has been undertaken and at least one of the following is satisfied:
(a) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation, which shall at the minimum include entry into and/or incorporation of the terms of the International Data Transfer Agreement (IDTA) or
(b) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
1.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject rights request;
(c) provide the other party with reasonable assistance in complying with any data subject rights request;
(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
(e) 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 the Information Commissioner or other regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) 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 required by law to store the Shared Personal Data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this paragraph 4 and allow for audits by the other party or the other party’s designated auditor; and
(j) provide the other party with contact details of at least one employee as 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.
Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying 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.
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