Terms and Conditions will be sent to Authorised Advertiser to sign. Please see below a full version.
BETWEEN:
1 Kings Court Trust Limited is a company registered in England and Wales under number 4508778 whose registered office is at Spectrum House, Bond Street, Bristol; (“KCT”) and
2 [PUBLISHER] (the “Authorised Advertiser”).
WHEREAS:
• KCT specialises in estate administration services.
• Authorised Advertiser provides advertising and marketing services.
• KCT wishes to use the services (“the Services”) of Authorised Advertiser in order to generate qualified consumer enquiries that result in the instruction of KCT.
1. Definitions and Interpretations:
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
"Awin” – means Awin Limited of 4th floor, 2 Thomas More Square, London, E1W 1YN
“Confidential Information” – means all information imparted by either party to the other relating to the business organisation, transactions, finances, technology, processes, specifications, methods, designs, formulae, technology and business activities or affairs of the disclosing party together with information relating to their clients, Authorised Advertisers and suppliers
“Data Protection Legislation” – means any legislation applicable to the collection, handling, transfer and otherwise processing of data applicable to this Agreement. Such legislation including but not limited to the Data Protection Act 2018 incorporating the General Data Protection Regulations
“Fee” – means the sum per Probate Lead payable by KCT
“Marketing Materials” – means the marketing collateral provided by KCT to the Authorised Advertiser for the purpose of generating customer enquiries
“Probate Lead” – means a consumer who contacts KCT in relation to an enquiry for Probate Services as a direct result of the Authorised Advertiser’s presentation of the Marketing Materials as further particularised at Appendix 2
“Probate Services” – means the probate and estate administration services provided by KCT, with such services not including any contentious or litigation services or any action that will not require the customer to instruct KCT to obtain a Grant of Probate or Letters of Administration.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing” and any cognate expression, includes a reference to any communication effected by electronic mail, facsimile transmission or similar means;
1.2.2 “this Agreement” is a reference to this Agreement and the Schedule as amended or supplemented at the relevant time;
1.2.3 a Schedule is a schedule to this Agreement; and
1.2.4 a clause is a reference to a clause of this Agreement.
1.3 In this Agreement:
1.3.1 references to “party” shall mean KCT or the Authorised Advertiser and “Parties” shall refer to KCT and the Authorised Advertiser;
1.3.2 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity; and
1.3.3 words importing the singular include the plural and vice versa and words importing any gender include any other gender.
2. Commencement
2.1. This Agreement shall take effect from the date of signing and shall continue until terminated in accordance with clause 11.
3. Authorised Advertiser’s obligations
3.1. The Authorised Advertiser agrees that it will, and procures that its officers, employees and agents, will at all times do all such reasonable acts and execute all such documents as may be reasonably necessary or desirable to ensure that KCT receives the full benefit of all of its rights under this Agreement.
3.2. General Duties – The Authorised Advertiser will:
3.2.1. Use their best endeavours to present the Marketing Materials in such a way as to best generate Probate Leads.
3.2.2. Transfer details of the Probate Leads to KCT promptly in a format agreed between the Parties from time to time.
3.2.3. Promote and reinforce KCT and the KCT brand when carrying out the duties under this Agreement.
3.2.4. Not do anything that would be harmful to KCT or the KCT brand.
3.2.5. Not make any adjustment to the Marketing Materials without KCT’s express written agreement.
3.2.6. Not advertise KCT except as per the Marketing Materials
3.3. Due Diligence
3.3.1. To work in a competent and efficient manner and use best endeavours to promote, develop, maintain and extend the business and reputation of KCT.
3.3.2. To obtain, process and store all data lawfully and in full compliance with the with Data Protection Legislation.
3.3.3. To advise KCT of any suggestions or recommendations that may improve the way the Marketing Materials are presented to potential Probate Leads.
3.3.4. To implement any changes made by KCT to the Marketing Materials within 4 hours of the receipt of these changes by the Authorised Advertiser.
3.4. Complaints handling
3.4.1. To notify KCT of any comments or feedback from a Probate Lead or prospective Probate Lead (whether or not the Probate Services were purchased) that suggests a problem or complaint or allegation of negligence against KCT. The Authorised Advertiser will contact KCT as soon as possible and in any event within 48 hours during normal working hours.
3.4.2. To respond to any requests for information made by KCT in order to respond in full to any Client concerns. Such information is to be provided as soon as possible and in any event within 48 hours during normal working hours.
3.5. Records and documents
3.5.1. To take all reasonable steps to safeguard the security of any data obtained when carrying out the obligations under this agreement.
3.6. The Authorised Advertiser shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including (but not limited to) the Bribery Act 2010 and the Modern Slavery Act 2015.
4. KCT’s obligations
4.1. To provide the Authorised Advertiser with the Marketing Materials.
4.2. KCT shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including (but not limited to) the Bribery Act 2010 and the Modern Slavery Act 2015.
5. Liability
5.1. The Authorised Advertiser will have no authority and shall not hold itself out as being authorised to bind KCT in any way. It shall not carry out any act that might reasonably create an impression that KCT has authorised it to act on KCT’s behalf.
5.2. The Authorised Advertiser will indemnity KCT against any loss, damages, liability, costs (including legal fees) incurred as a result of; the Authorised Advertiser’s breach of this Agreement; breach of the Data Protection Legislation; or through the negligence of the Authorised Advertiser.
6. Payments and Commission
6.1. KCT will pay the Fee as set out in Schedule [1]. Payment of the Fee will be made by KCT to Awin on behalf of the Authorised Advertiser.
6.1.1. KCT will have no liability to the Authorised Advertiser in respect of payments made by Awin to the Authorised Advertiser, and KCT’s responsibility will be limited to ensuring that the Fee is paid to Awin.
6.2. The Fee will only be payable where:
6.2.1. It relates to a Probate Lead where KCT is satisfied that the enquiry is materially connected to the Probate Services
6.2.2. It relates to a Probate Lead where the Lead relates to a consumer who has all necessary legal standing to appoint KCT to act in connection with the Probate Services
6.3. KCT will set a monthly budget for the Authorised Advertiser and any Leads received in excess of that budget will not be payable by KCT.
7. Good Faith
7.1. All parties will act in good faith when carrying out the duties under this Agreement.
7.2. The Authorised Partner will in no circumstances bid on the KCT Brand keyword in any search engine or advertising platform.
8. Intellectual Property
8.1. All materials, processes, documents and information as part of or in connection with the Marketing Materials shall be the intellectual property of KCT.
9. Confidentiality and Data Protection
9.1. Notwithstanding any other provision in this Agreement, Confidential Information shall not include that which:
9.1.1. is within the public domain prior to the time of disclosure,
9.1.2. is now or subsequently becomes generally available to the public through no fault of the receiving party;
9.1.3. the receiving party can demonstrate was rightfully in its possession prior to disclosure to it by the disclosing party;
9.1.4. is independently developed by the receiving party without the use of any Confidential Information provided by the disclosing party;
9.1.5. is acquired by the receiving party from a third party not under an obligation of confidentiality; or
9.1.6. is required by law, regulation, rule, act, or order of any governmental authority or agency to be disclosed by the receiving party.
9.2. The Parties agree not to disclose any Confidential Information received from the other party to third parties or to employees, except to those employees who are required to have the Confidential Information and any such disclosures shall be under terms at least as restrictive as those specified in this Agreement.
9.3. The Parties agree to take all reasonable measures to protect the secrecy of and prevent the disclosure and unauthorised use of the other party’s Confidential Information and any such disclosure shall be under terms at least as restrictive as those specified in this Agreement.
9.4. The receiving party shall not make any copies of Confidential Information unless it has been previously approved in writing by the disclosing party.
9.5. A receiving party shall immediately notify the disclosing party in the event that it becomes aware of any unauthorised use or disclosure of the disclosing party’s Confidential Information.
9.6. The Parties shall ensure that they shall:
9.6.1. Maintain all notifications under the Data Protection Act 2018 which are required for the performance of its obligations under this Agreement; and
9.6.2. In the performance of its obligations under the Agreement, comply with the Data Protection Act 2018 and other data protection legislation relevant to the United Kingdom and will use its reasonable endeavours to comply with guidelines and codes of practice issued from time to time by the Information Commissioner.
10. Nature of Agreement
10.1. The Parties may not assign, novate or otherwise transfer this Agreement, whether in whole or in part, or any of its rights or obligations hereunder, to any third party without the prior consent in writing of the other party, such consent not to be unreasonably withheld or delayed.
10.2. The Parties acknowledge that each Party will have entered into a separate agreement with Awin which will address the payment of the Fee by KCT to Awin and the receipt of the Fee by the Authorised Advertiser from Awin
10.3. This Agreement may not be modified except in writing by the duly authorised representatives of the Parties.
10.4. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
10.5. If any provision of this Agreement shall be held to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the Parties will, to the extent permitted by law, use all reasonable endeavours in good faith to re-negotiate the provision held to be void and unenforceable to achieve the same objects.
10.6. No person other than a party to this Agreement shall have any rights to enforce any terms of this Agreement.
11. Termination
11.1. KCT may terminate this Agreement by 48 hours’ notice in writing.
11.2. KCT shall have the right to terminate this agreement immediately and without liability for compensation or damages should any of the following events take place:
11.2.1. The Authorised Advertiser fails to comply with any of their express or implied obligations under this Agreement and any agreement supplemental to it.
11.2.2. The Authorised Advertiser fails or ceases to perform their duties under this Agreement to KCT’s reasonable satisfaction.
11.2.3. The Authorised Advertiser is convicted of a criminal offence.
11.2.4. The Authorised Advertiser becomes bankrupt, has a receiving order made against them, makes any arrangement with creditors generally or takes or suffers any similar action as a result of debt.
11.2.5. The Authorised Advertiser is guilty of any grave misconduct or wilful neglect in the discharge of his duties under this Agreement, or
11.2.6. The Authorised Advertiser is guilty of an act which brings KCT into disrepute, which in KCT’s reasonable opinion is prejudicial to its interests.
11.2.7. The Authorised Advertiser commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 20 working days of that party being notified in writing of the breach.
11.3. On termination of this Agreement for any reason the accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
12. Notices
12.1. Any notice, instruction or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing.
12.2. Any such notices or other communication shall be addressed to the relevant party’s respective head office or via email (as applicable) and, if so addressed, shall be deemed to have been duly given or made as follows:
12.2.1. upon delivery at the address of the relevant party, if sent by personal delivery;
12.2.2. the second day after it was posted by first class post;
12.2.3. by facsimile, when despatched; or
12.2.4. by electronic mail, upon actual receipt.
15 Jurisdiction and interpretation
15.1 English law and the exclusive jurisdiction of the English courts shall govern this Agreement.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Signed by
for and on behalf of KCT
Signed by [NAME OF AUTHORISED ADVERTISER SIGNATORY]
for and on behalf of [AUTHORISED ADVERTISER]]
Schedule 1 – Payment Terms
1. Payment Terms
1.1. The Fee will be calculated as £28.50 including VAT for each Probate Lead that is deemed a genuine enquiry and in accordance with clause 6 of this Agreement.
1.2. Fees payable will be calculated on a monthly basis and paid to Awin on behalf of the Authorised Advertiser.
2. Offset
2.1. Payments made in respect of customer enquiries that have transpired not to be a Probate Lead will be deducted from future sums payable to Awin on behalf of the Authorised Advertiser.
Schedule 2 – Probate Lead
1. Definition
1.1. A customer enquiry will only be considered a Probate Lead (and as such eligible to generate a Fee) where the following criteria set out in this schedule are met.
1.2. A Probate Lead must relate to the potential to purchase of the Probate Services.
1.3. As of the date of this Agreement, the Probate Services will include the following services to assist consumers:
1.3.1. Obtain a Grant of Probate or Letters of Administration.
1.3.2. Obtain a Grant of Probate or Letters of Administration and assist in the encashment of specific assets.
1.3.3. Obtain a Grant of Probate or Letters of Administration and assist in providing documentation of Trust or property arrangements.
1.3.4. Obtain a Grant of Probate or Letters of Administration and conduct full estate administration.
1.4. A lead will not be considered a Probate Lead where:
1.4.1. KCT has received details of the relevant estate from another source prior to receiving these as a result of the involvement of the Authorised Advertiser.
1.4.2. The consumer in question expresses no intention to purchase any product and whose enquiry is limited to a request for advice.
1.4.3. The consumer in question has no material interest in and authority to act on behalf of the relevant estate.
2. KCT reserves the right to reject leads for any reason where it reasonably determines that the lead would not be appropriate to be considered a Probate Lead.
