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1. PROVISION OF SERVICES

1.1. You agree to generate marketing leads (Recommendation(s)) for AAHD via the Approved Data Marketing Methods set out at Schedule 1 (the Services) with effect from the first Recommendation received by Us from You.

1.2. AAHD wishes to engage You to provide the Services on a non-exclusive basis, subject to the terms set out in these ToB.

2. SUPPLIER’S OBLIGATIONS

2.1. Throughout the term of these ToB, You will provide the Services with reasonable skill and care and shall act in accordance with all reasonable instructions given to you by Us provided such instructions are compatible with the Services.

2.2. You are responsible for ensuring that You comply with all laws, regulations, standards and codes of conduct relevant to the provision of the Services (if applicable), in particular:

A. Ministry of Justice (Claims Management Company Regulations);
B. Financial Conduct Authority regulations, rules and guidance;
C. The Data Protection Act 2018;
D. The Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR);
E. The Companies Act 2006;
F. The CAP Code (UK Code of Non-broadcast Advertising and Direct & Promotional Marketing);
G. Direct Marketing Association (The DMA Code); and
H. Information Commissioners Office rules and guidance.

Please note in particular, that if You are an exempt introducer and NOT authorised to provide claims management services:

• the way You come across any Recommendation must be incidental to Your usual business activities (i.e. any Recommendation must NOT arise as a result of a separate feature of Your business). You must not seek out persons who may have cause for a claim nor advertise or make any direct marketing or cold calls to generate Recommendations to send to Us.

• You must ensure that You generate no more than a total of 25 Recommendations to any claims management company or law firm (including Us) in any calendar quarter, otherwise you will need to be authorised as a claims management company with the relevant regulator. If You do generate a total of more than 25 Recommendations in any calendar quarter, You agree to notify Us immediately.

2.3. You agree to fully assist AAHD in relation to any issues or complaints that may arise from any alleged breaches of compliance with Paragraph 2.2 above. This includes but is not limited to proof of ‘opt-in’ where required.

2.4. You agree not to copy or duplicate any AAHD creative, logos, trademarks, imagery, creative concepts, data collection methods or processes (including the ‘30 second test’) either directly or indirectly for the purposes of collecting data for AAHD or any other company without prior permission being expressly granted in writing from AAHD. All creative ideas and concepts remain the intellectual property of AAHD both during and after the term of this agreement. Any violation of these conditions will be seen as a breach of these ToB.

2.5. You may only market any information in relation to Us to Your clients using the Approved Data Marketing Methods and Approved Marketing Materials set out at Schedule 1. All emails, subject lines, images and wording used to market Your business in connection with Us must be previewed and agreed by Us prior to their release.

3. AAHD’S OBLIGATIONS

3.1. We will use all reasonable endeavours to provide all pertinent information to You that to help You provide the Services.

3.2. If You need Our approval in order to continue to provide any part of Your business or the Services, We will provide it in a timely manner.

3.3. We will send You a statement setting out: a) the number of Recommendations in relation to which You are entitled to a Fee for that week and the category of claim to which the Fee relates; b) relevant car registration; c) surname and reference number; and d) the status of each Recommendation (i.e. PI Commission due, Hire Commission due, Hire clawback) (the Statement).

4. FEES

4.1. AAHD shall pay the Fees to the Supplier in accordance with the provisions of this Paragraph 4 and Schedule 2.

4.2. On receipt of the Statement, the Supplier shall invoice AAHD for Fees due in accordance with the provisions of Schedule 2.

4.3. All payments shall be made by BACS to the account detailed on the relevant invoice within 10 business days of receipt of the relevant invoice from the Supplier by AAHD.

4.4. If You have chosen to receive vouchers instead of a cash payment we will send Your vouchers by post. You agree to send us a tax declaration using the template we send to You.

4.5. Hire Clawback: If a Recommendation proceeds to an accepted car hire and that car hire is later cancelled, We reserve the right to recover the cost of that hire from a later Recommendation from You resulting in a Fee.

4.6. PI Clawback: In accordance with Paragraph 12 below, if any fraudulent activity in relation to a Claim is uncovered, We reserve the right to ask for a refund of (and You agree to pay) the relevant Fee OR to recover the relevant Fee from a later Recommendation from You resulting in a Fee.
5. DATA PROTECTION

5.1. For the purposes of these ToB, the term Data Protection Laws means the General Data Protection Regulation 2016/679 of the European Parliament (“GDPR”) and any national implementing laws, regulations and secondary legislation, as amended from time to time, in the United Kingdom and then; (iii) any successor legislation to the GDPR or the Data Protection Act 2018.

5.2. The following terms shall have the meanings given to them in the Data Protection Laws: Controller (or ‘controller’), Data Subject, DPIA (or ‘data protection impact assessment’) Personal Data and Processing (and Process, Processes and Processed shall be construed accordingly). Prospect Data shall mean the Personal Data of any client or prospective client in relation to which You make a Recommendation to Us.

5.3. We each agree that we shall each be a Data Controller in respect of any Prospect Data shared between us in accordance with the terms of these ToB. We each agree to comply with all applicable requirements of the Data Protection Laws.

5.4. As at the Commencement Date and for the duration of these ToB, You will ensure that You have established a lawful basis (e.g. opt-in or consent) to enable the lawful transfer of any Prospect Data to AAHD. Evidence of such lawful basis shall be made available to AAHD on request.

5.5. You agree to:

12.3.3 ensure appropriate technical and organisational measures are in place to ensure the security of Processing and to protect against: unauthorised or unlawful Processing of Prospect Data; and accidental loss, destruction of, or damage to such Prospect Data, each as appropriate to the harm that might result and the nature of the data to be protected and having regard to the state of technological development and the cost of implementing any measures in accordance with Article 32 of the GDPR;
12.3.4 taking into account the nature of the Processing, insofar as is possible, promptly provide all assistance and cooperation as may be reasonably required by Us in responding to and/or carrying out any request from a Data Subject exercising their rights under Data Protection Laws;
12.3.5 taking into account the nature of any Processing and the information available to each party, as far as is commercially reasonable, assist Us in ensuring Our compliance with the Data Protection Laws in relation to the security of Prospect Data, Data Protection Impact Assessments, and the notification of a Prospect Data breach to: (i) Data Subjects; and (ii) the United Kingdom’s Information Commissioner;
12.3.6 provide Us with whatever information We require to ensure both of us comply with the Data Protection Laws;
12.3.7 not transfer any Prospect Data to any territory outside the EEA without Our written consent.
5.6. Unless otherwise required by law, during and upon termination or expiry of these ToB for any reason, You agree to review and assess the Prospect Data you hold (if any) with a view to securely deleting any such Prospect Data no longer required to fulfill the purpose for which it was collected.

6. LIABILITY

6.1. Each party’s total liability for any loss or damage suffered by the other party in connection with these ToB shall not exceed the total amount paid and/or owing to the Supplier by AAHD in the preceding 6-month period.

6.2. Subject to Paragraph 6.1, You will indemnify Us against any costs, liability, damages, loss, claims or proceedings arising from Your breach of these ToB.

6.3. Nothing in these ToB shall limit either party’s liability for death or personal injury.

7. CONFIDENTIALITY

7.1. Both of us agree that, except as provided by Paragraph 7.2 or as authorised in writing by the other party, we shall at all times during the continuance of these ToB and for 3 years after its termination:

7.1.1. keep all information disclosed to that party by the other party pursuant to or in connection with these ToB (Confidential Information) confidential;

7.1.2. not disclose any Confidential Information to any other party;
7.1.3. not use any Confidential Information for any other purpose other than as contemplated by and subject to the terms of these ToB; and

7.1.4. not make any copies of, record in any way or part with possession of any Confidential Information.

7.2. Either of us may:

7.2.1. Disclose any Confidential Information to:
7.2.1.1. any employee, officer or sub-contractor of that party;
7.2.1.2. any governmental or other authority or regulatory body;
7.2.1.3. any professional advisor;

to such extent only as is necessary for the purposes contemplated by these ToB (including but not limited to the provision of the Services), or as required by law. In each case, each of us shall first inform the person or body in question that the Confidential Information is confidential and shall submit and obtain a written confidentiality undertaking from the party in question which terms shall be at least equivalent to those set out in this Paragraph 7;

7.2.2. use any Confidential Information for any purpose, or disclose it to any other person unless as at the Commencement Date or at any time after that, such data becomes public knowledge through no fault of that party.

7.3. The provisions of this Paragraph 7 shall continue in force in accordance with their terms notwithstanding the termination of these ToB.

8. FORCE MAJEURE

8.1. Neither of us shall be liable to the other or be deemed to be in breach of these ToB by reason of any delay in performing, or any failure to perform any of that party’s obligations if the delay or failure is due to any cause beyond that party’s 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.

9. TERM AND TERMINATION

9.1. These ToB shall be effective from the Commencement Date and shall continue indefinitely subject to the provisions of this Paragraph 9.

9.2. Each party shall have the right to terminate these ToB on [30] days written notice to the other party.

9.3. AAHD reserves the right at its sole discretion to terminate these ToB with immediate effect if, in the reasonable opinion of AAHD, the Supplier may be involved or connected with in any fraudulent activity.

10. EFFECTS OF TERMINATION

10.1. As at the termination date, any sum owing by either party to the other shall immediately become due and payable.

10.2. At the option of AAHD, You shall immediately return to AAHD or destroy any and all Approved Marketing Materials (as defined in Schedule 1);

10.3. Each of us shall immediately stop using any Confidential Information and shall immediately return or destroy any documents in our possession or control which contain or record any Confidential Information;

10.4. All terms in these ToB which relate to the period after termination shall remain in full force and effect.

11. AUDIT

11.1. We reserve the right to ask You to provide us with evidence that You comply with the terms of these ToB. If necessary, You should allow us (on 7 days prior notice) to visit Your place of business to show us any relevant information.

12. FRAUD

12.1. We reserve the right to withhold payment of a Fee if any suspicion of fraud arises (in Our reasonable opinion) and We reserve the right to ask for a refund of the relevant Fee from You if a claim is judged by us to be fraudulent. Further, in accordance with Paragraph 9.3, We may terminate our agreement with You if We consider in Our reasonable opinion, that You are involved with or connected to any fraudulent activity. However, if any fraudulent activity in relation to a Claim is uncovered in relation to which We consider You are not implicated, We may continue to work with You. In these circumstances, We reserve the right to ask for a refund of the relevant Fee from You or else We may recover the relevant Fee from a later Recommendation from You resulting in a Fee.

13. MISCELLANEOUS

13.1. No failure or delay by either of us in exercising any of our rights in connection with these ToB shall be deemed to be a waiver of that right;
13.2. Each of us shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of these ToB into full force and effect;
13.3. Neither of us may novate or assign the benefit or burden of these ToB without the prior consent of the other party (except in relation to a legitimate group company re-organisation);
13.4. Nothing in these ToB shall be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly set out in these ToB;
13.5. No part of these ToB is intended to confer any right on any third party and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply;
13.6. Notices shall be duly deemed to have been given when delivered (if by courier), when sent (if by email), or on the fifth day following mailing (if mailed by national ordinary mail, postage prepaid);
13.7. These ToB contain the entire agreement between us with respect to the subject matter and may not be modified except as agreed in writing between us. Each of us acknowledges that we do not rely on any representation, warranty or other provision except as expressly set out in these ToB, and all conditions, warranties or other terms implied by statute or common law are expressly excluded to the fullest extent permitted by law;
13.8. These ToB may be executed in any number of counterparts.
13.9. These ToB shall be governed by and construed in accordance with the laws of England and Wales and shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

APPROVED DATA MARKETING METHODS

A Recommendation is the generation of a marketing lead in relation to which You make a recommendation to Us via one of the following methods:

1. The provision of Our contact details to a prospective client who then voluntarily contacts Us;

2. Any prospective client who voluntarily contacts Us as a direct result of exposure to the Approved Marketing Materials set out below;

3. You contacting Us with the details of a prospective client, and subsequently transferring us through or requesting a call-back.

You agree:

1. to market using the Approved Marketing Materials to private consumers only and not to businesses;

2. to comply fully with Paragraph 2.2 of these ToB;

3. not to imply directly or indirectly that You represent AAHD in any way at the time of lead generation;

4. that You will not supply AAHD with Recommendations originating either directly or indirectly from SMS marketing and that any Recommendations will not be not obtained via unsolicited calls;

5. to use only the following Approved Marketing Materials (being those materials approved and provided by AAHD to the Supplier for distribution):

a. Leaflets (i.e. to be displayed at your place of business/left for pick-up);
b. Posters (displayed at your place of business);
c. Key Fobs and other marketing materials as may be agreed and/or supplied by Us (which may be distributed from Your place of business).

SCHEDULE 2

FEES

A Fee shall be payable by Us to You on a per Recommendation basis when one of the following occurs:

1. Personal injury: When the prospective client signs a client retainer with our sister company, Slater and Gordon UK Limited;
2. Hire: once the prospective client’s car hire needs have been accepted by the relevant supplier and the client has been in the vehicle for 4 complete days;