Terms and Conditions
SortRefer value your privacy and we care about how we look after your personal data.
SortRefer value your privacy and we care about how we look after your personal data.
SORT LIMITED
MAIN INTRODUCER TERMS AND CONDITIONS
VERSION M1.3 EFFECTIVE 21st Dec 2022
Sort Lmited (referred to in this document as "SortRefer") is a company registered in England and Wales, with registered number 06885158 and registered office at Burdsall House, The Derby Conference Centre, London Road, Alvaston, Derby, DE24 8UX. Website: https://sortrefer.co.uk. Contact e-mail address: enquiries@sortrefer.co.uk. VAT Registration Number 987 8216 58.
SortRefer has developed and operates a Service on its Website through which the Main Introducer can on behalf of its Clients create Quotations for and make Instructions to SortRefer's panel of Suppliers listed on its Website from time to time, receive Fees for Completed Transactions which result from such Instructions, and monitor the progress of such Instructions and the Fees. Quotations may be created by and Instructions may be made by its Staff One Introducer or by its Staff Introducers. Quotation creation is only applicable for certain Supplier Services as specified in the Website.
These Main Introducer Terms and Conditions govern the agreement between a main introducer and SortRefer for the purposes of the Service.
Only firms of financial advisers and mortgage brokers based in the United Kingdom may register as a main introducer, unless otherwise agreed by SortRefer at its sole discretion.
An application (including a submission of a form through the Website) to be a main introducer is an offer to enter into an agreement with SortRefer on these Main Introducer Terms and Conditions, and is subject to acceptance by SortRefer, which may be withheld in SortRefer's sole discretion. When, in response to an application, SortRefer send a verification or welcome e-mail or otherwise activate a main introducer account, then such offer will be considered to have been accepted on these Main Introducer Terms and Conditions and the agreement will come into force.
This Agreement between the Parties will comprise any application form on the Website for a main introducer account, any verification or welcome e-mail from SortRefer, these Main Introducer Terms and Conditions, and any subsequent variations to this Agreement made by SortRefer. In the event of any conflict or inconsistency between these Main Introducer Terms and Conditions and any other terms or document which may form part of this Agreement, the Main Introducer Terms and Conditions shall prevail. No terms and conditions proffered by the Main Introducer shall form part of this Agreement.
In these Main Introducer Terms and Conditions, and the agreement incorporating them, unless the context otherwise requires, the following expressions have the following meanings:-
"Access Credentials" means all passwords and user names provided by SortRefer to enable the Main Introducer through the Staff One Introducer to access the Staff One Introducer Account (and through that the Main Introducer Account) and any Staff Introducer access to their Staff Introducer Account;
"Agreement" means the agreement which incorporates these Main Introducer Terms and Conditions;
"Business Day" means Monday to Friday, excluding bank and public holidays in England and Wales;
"Client" means any person who is a client of a main introducer, including in respect of whom a Quotation is obtained for or on behalf of whom an Instruction is made to a Supplier through the Website, who is interested in a Supplier Service;
"Completed Transaction" means a business relationship that has commenced between a Supplier and a Client to provide a Supplier Service, following an Instruction, which has resulted in SortRefer receiving one or more Supplier Fees in cleared funds in respect of that Instruction;
"Confidential Information" means as follows:-
(a) the following shall be Confidential Information of SortRefer: the Content of the Website appearing or accessed after any log-in page (except for Content provided by the Main Introducer or any of its Staff One Introducer or Staff Introducers); the design, layout, and functionality of the Website; the Service business methods; the rates and levels of the Fees ; information relating to other main introducers, staff one introducers, and staff introducers and their Clients; and any business, technical, financial or other information supplied by SortRefer or which the Main Introducer or any of its Staff One Introducer or Staff Introducers is given access to at any time before or after the making of this Agreement;
(b) the following shall be Confidential Information of the Main Introducer: any contact details of the Main Introducer and any of its Staff One Introducer or Staff Introducers; any information concerning any Client supplied as part of an Instruction; and the amount of Fees earned from time to time by the Main Introducer;
"Content" means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on, is uploaded to, downloaded from, or forms part of the Website;
"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
"EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
"GDPR" means EU General Data Protection Regulation 2016/679;
"Fee" means each fee payable by SortRefer to the Main Introducer for a Completed Transaction, as calculated in accordance with Clause 7(Fees);
“Initial Processing Period” means the period beginning with the commencement of this Agreement and ending on the later of (i) the termination of this Agreement; and (ii) the first date on which the Main Introducer, its Staff One Introducer or any of its Staff Introducers no longer have any outstanding Instructions which are not Completed Transactions;
"Instruction" means any referral, introduction or other instruction to a Supplier on behalf of a Client through the Website for a Supplier Service made on behalf of a Main Introducer by its Staff One Introducer or any of its Staff Introducers, including instructions made following a Quotation;
"Intellectual Property Rights" means copyrights, design rights, database rights, patents and rights to inventions, trade marks and trade names, rights to sue for passing off, rights to confidentiality, and any other intellectual property rights, in any part of the world, and all rights in and arising from applications for the same;
"Main Introducer" means the company or other person identified as such in this Agreement, including as specified in the Website form completed to register with our Website, who is the counter-party to this Agreement to SortRefer. "main introducer" in lower case means generally, any person who registers in the capacity of a "Main Introducer" on the Website under an agreement with SortRefer;
"Main Introducer Account" means the account (with its own account number) with the Website provided by SortRefer for the Main Introducer under this Agreement, with associated Service functionality determined by SortRefer, including enabling the Main Introducer to invite and manage Staff Introducers, and to manage Fees. The Main Introducer account is attached to and accessed and operated through the Staff One Introducer Account. "main introducer account" in lower case means the equivalent account of any other main introducer;
"Party" means each of SortRefer and the Main Introducer;
"Privacy Policy" means the privacy policy published on the Website;
"Processor Personal Data" means any personal data that is processed by SortRefer as a data processor on behalf of the Main Introducer in connection with the provision of the Service, including personal data in respect of Clients, as further detailed in the Privacy Policy;
"Quotation" means any quotation created through the Website for a Supplier Service for a Client. Quotation creation is only applicable for certain Supplier Services as specified in the Website;
"Service" means the functionality and services of the Website provided by SortRefer through the Main Introducer Account, Staff One Introducer Account and each Staff Introducer Account, including all online facilities, tools and information that SortRefer makes available through the Website either now or in the future;
"Staff Introducer" means any individual who is an owner, co-owner, member, partner, or director, employee, or agent of the Main Introducer or of any person associated with the Main Introducer whom SortRefer permit the Main Introducer to invite and register as a Staff Introducer of the Main Introducer on the Website. "staff introducer" in lower case means generally, any person who registers in the capacity of a "Staff Introducer" on the Website under an agreement with SortRefer;
"Staff Introducer Account" means an account on the Website enabling a Staff Introducer to create Quotations and make Instructions on behalf of the Main Introducer and its Clients. The Staff Introducer Account includes collectively the personal information of the Staff Introducer and Access Credentials to access the Service through the Website and the relevant Content therein;
"Staff One Introducer" means the individual identified as the Staff One Introducer in the Website form completed to register the Main Introducer and Staff One Introducer Account with the Website, and any replacement for them agreed with SortRefer from time to time, and is the individual who acts as the principal and personal representative of the Main Introducer. "staff one introducer" in lower case means generally, any person who registers in the capacity of a "Staff One Introducer" on the Website under an agreement with SortRefer;
"Staff One Introducer Account" means an account on the Website which is attached to the Main Introducer Account and through which the Staff One Introducer may manage and access the functionality of the Main Introducer Account attached to it on behalf of the Main Introducer and its Clients, and which also enables the Staff One Introducer to create Quotations and make Instructions. The Staff One Introducer Account includes collectively the personal information of the Staff One Introducer and Access Credentials to access the Service through the Website and the relevant Content therein;
"Staff One Introducer and Staff Introducer Terms and Conditions" means the terms and conditions from time to time published by SortRefer for staff one introducers and staff introducers;
"Supplier" means any member of SortRefer's supplier panel from time to time as detailed on the Website, and any person they may be acting directly or indirectly as intermediary for in respect of any Supplier Services. This includes SortRefer, where it is expressly stated as being the Supplier for any particular Supplier Service advertised through the Website;
"Supplier Fee" means any commission, remuneration or other fee paid by a Supplier to SortRefer in respect of any Instruction, net of any VAT or other taxes;
"Supplier Service" means each of the products and services advertised from time to time by Suppliers through the Website;
"Website" means https://sortrefer.co.uk or such other website specified by SortRefer from time to time or on which these Main Introducer Terms and Conditions appear, and all sub-domains; and
"Week" means Monday to Sunday.
Unless the context otherwise requires, each reference in these Main Introducer Terms and Conditions to:
3.2.1 “controller“, “data subject”, “personal data breach”, “processing” and “supervisory authority” shall have the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time, and their cognate terms shall be construed accordingly;
3.2.2 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
3.2.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
3.2.4 a Clause or paragraph is a reference to a Clause of these Main Introducer Terms and Conditions;
3.2.5 a Party, includes a reference to its respective personal representatives, heirs, successors in title and permitted assignees;
3.2.6 a person, includes any individual, sole trader, partnership, company, corporation, or LLP, or any other legal entity with separate legal personality;
3.2.7 "vary", and any cognate expression, includes addition, deletion, amendment and change; and
3.2.8 "including", shall be deemed to be followed by the words "without limitation".
The headings used in these Main Introducer Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
Words imparting the singular number shall include the plural and vice versa.
SortRefer will:-
4.1.1 provide the Main Introducer Account (through the Staff One Introducer Account) in accordance with Clause 4.2;
4.1.2 provide the Staff One Introducer Account, in accordance with Clause 5;
4.1.3 provide each additional Staff Introducer Account approved from time to time under Clause 6;
4.1.4 provide the Service through the Staff One Introducer Account (and the attached Main Introducer Account) and each Staff Introducer Account; and
4.1.5 pay the Fees,
on and subject to the terms of this Agreement.
The Main Introducer Account is an account and associated functionality which enables the Main Introducer to use and manage the Service as a whole. The Main Introducer Account is attached to and accessed through the Staff One Introducer Account. If the Staff One Introducer Account is to be suspended or ceased, including due to a change in the identity of the Staff One Introducer, then SortRefer may attach the Main Introducer Account to any replacement Staff One Introducer Account instead. SortRefer may at any time suspend the Main Introducer Account, at its sole discretion, with or without notice to the Main Introducer.
The Main Introducer acknowledges and agrees that SortRefer does not accept any supervision responsibility over and shall not be obliged to supervise the Main Introducer.
Certain Supplier Services require the creation of a Quotation first followed by an Instruction based on that Quotation. Other Supplier Services are Instruction only. Those Supplier Services that allow for a Quotation first, will be as specified on the Website. Any Quotation is created on behalf of the Supplier, using information and documentation provided by the Supplier. Each Quotation created on the Website, and each advertisement of Supplier Services on the Website, is not a legally binding offer, and is an invitation to treat only; and the Main Introducer shall ensure that this is made clear to its Clients. Each Instruction will be passed on by SortRefer to the relevant Supplier, who will then contact the Client directly to process the Instruction.
SortRefer shall be free to provide the Service to any person who is or has been a Client of the Main Introducer. The Main Introducer acknowledges that other main introducers (and their staff one introducer and staff introducers) shall be free to act on behalf of, create Quotations for and make Instructions for any person who is or has been a Client of the Main Introducer, provided that this was not on the basis of any Confidential Information of the Main Introducer wrongfully disclosed to them. SortRefer shall have no liability for or obligation to prevent or block any Supplier or main introducer (or its staff one introducer or staff introducers) from dealing with, providing product and services to, creating Quotations for or making Instructions for any person who is or has at any time been a Client of the Main Introducer, and it shall be for the Main Introducer to resolve any claims or disputes concerning this directly with the Supplier or other main introducer.
The relationship of the Parties is that of independent contractors and nothing in this agreement shall render the Main Introducer an employee of SortRefer.
The Main Introducer warrants that all Quotations created for and Instructions made on behalf of any Client, including by any Staff One Introducer or Staff Introducer, will be made with the full authority and knowledge of the Client.
The role of the Staff One Introducer is to manage the Agreement and overall relationship between SortRefer and the Main Introducer, and to act as the primary contact and representative of the Main Introducer. The role of the Staff One Introducer is also to create Quotations and make Instructions on behalf of the Main Introducer and its Clients. Any Instructions made by the Staff One Introducer shall be considered to be Instructions by the Main Introducer for the purposes of this Agreement. Any notices or communications to the Staff One Introducer will be deemed to have been received by the Main Introducer.
The Main Introducer agrees that the Staff One Introducer shall be its primary contact and representative for this Agreement and the Service, and that SortRefer may rely on all instructions and notices from the Staff One Introducer, including all use of the Staff One Introducer Account (and attached Main Introducer Account) by the Staff One Introducer, as being on behalf of and with the authority of the Main Introducer.
The Main Introducer agrees that the Staff One Introducer is not entitled to any fees or other remuneration directly from SortRefer and will not be paid by SortRefer for any Instructions or any other introductions made by the Staff One Introducer, or for any Completed Transactions resulting therefrom, and that SortRefer will not administer separate payment arrangements for the Staff One Introducer. The Main Introducer shall be responsible for remunerating the Staff One Introducer for all Instructions or any other introductions made, and all Completed Transactions resulting therefrom, including the division of any Fees generated between the Main Introducer and the Staff One Introducer.
There may only be one Staff One Introducer for this Agreement and the Main Introducer Account, and if the Main Introducer requires additional Staff One Introducers, it must enter into a separate agreement for a new Staff One Introducer Account (and new Main Introducer Account) for each new Staff One Introducer.
A single Staff One Introducer Account is provided, which is attached to the Main Introducer Account, which is used both to access and manage the Main Introducer Account, this Agreement with the Main Introducer, and Quotations and Instructions created or made by the Staff One Introducer. The Staff One Introducer shall be required to agree to Staff One Introducer and Staff Introducer Terms and Conditions, to use the Staff One Introducer Account. The Staff One Introducer Account is the sole account by and through which the Main Introducer shall manage this Agreement and use the Service. The Main Introducer shall ensure that the Staff One Introducer Account is only accessed and operated by the Staff One Introducer. The Main Introducer agrees that all actions and other use made of the Staff One Introducer Account and the Staff One Introducer Account by the Staff One Introducer, or other person, using the provided Access Credentials will be deemed to have been on behalf of and with the full knowledge and authority of the Main Introducer.
The Main Introducer may change the identity of its Staff One Introducer with the agreement of SortRefer, who will be required to register for a new Staff One Introducer Account, PROVIDED THAT the replacement Staff One Introducer shall be an owner, co-owner, member, partner, or director of the Main Introducer and shall accept the Staff One Introducer and Staff Introducer Terms and Conditions. The Main Introducer Account will be attached to the new Staff One Introducer Account for that Staff One Introducer, and detached from the previous Staff One Introducer Account.
The Main Introducer accepts responsibility for and shall properly supervise the Staff One Introducer, and shall ensure that they comply with the obligations of the Main Introducer in this Agreement. The Main Introducer acknowledges and agrees that SortRefer does not accept any supervision responsibility over and shall not be obliged to supervise the Staff One Introducer.
SortRefer may at any time suspend the Staff One Introducer Account, at its sole discretion, with or without notice to the Main Introducer.
If any other individual associated with the Main Introducer (including any owner, shareholder, employee, partner, member or director) informs SortRefer of any dispute with the Staff One Introducer or informs SortRefer that the Staff One Introducer does not have authority to represent the Main Introducer, then SortRefer may, without notice, suspend the Main Introducer Account, the Staff One Introducer Account and all Staff Introducer Accounts, the Services, and payment of the Fees, pending resolution of the dispute and proof of authority satisfactory to SortRefer. SortRefer will not be obliged to lift such suspension, except at its sole discretion, or in accordance with a court order, or where instructed to do so by a resolution of the partners, members, board of directors or shareholders of the Main Introducer.
The role of Staff Introducers is to create Quotations for and make Instructions on behalf of the Main Introducer and its Clients. Any Quotations created and Instructions made by Staff Introducers shall be considered to be on behalf of the Main Introducer and its Clients for the purposes of this Agreement.
The Main Introducer agrees that Staff Introducers are not entitled to any fees or other remuneration directly from SortRefer and will not be paid by SortRefer for any Instructions or any other introductions made by the Staff Introducer, or for any Completed Transactions resulting therefrom, and that SortRefer will not administer separate payment arrangements for any Staff Introducer. The Main Introducer shall be responsible for remunerating all Staff Introducers for all Instructions or any other introductions made, and all Completed Transactions resulting therefrom.
The Main Introducer may, through the facility set out in the Staff One Introducer Account on the Website, but only for so long as SortRefer choose to provide such facility, request from time to time the creation of one or more Staff Introducers, in addition to the Staff One Introducer. This facility enables the issue of invites to individuals to become Staff Introducers of the Main Introducer. All requests and invitations for additional Staff Introducers shall be subject to the approval of SortRefer, which SortRefer may refuse or withhold in its sole and absolute discretion.
Each new Staff Introducer will be required to register for a Staff Introducer Account with the Website, and accept SortRefer's Staff One Introducer and Staff Introducer Terms and Conditions to use a Staff Introducer Account and will be subject to approval by SortRefer. A Staff Introducer Account is the sole account by and through which a Staff Introducer shall use the Service. The Main Introducer shall ensure that the Staff Introducer Account is only accessed and operated by the associated Staff Introducer. The Main Introducer agrees that all actions and other use made of any Staff Introducer Account by a Staff Introducer or using the provided Access Credentials will be deemed to have been on behalf of and with the full knowledge and authority of the Main Introducer.
The Main Introducer accepts responsibility for and shall properly supervise all Staff Introducers, and shall ensure that they comply with the obligations of the Main Introducer in this Agreement. The Main Introducer acknowledges and agrees that SortRefer does not accept any supervision responsibility over and shall not be obliged to supervise the Staff Introducers.
SortRefer may at any time suspend any Staff Introducer Account, at its sole discretion, with or without notice to the Main Introducer.
Subject to Clause 17.5, for each Instruction made through the Staff One Introducer Account or a Staff Introducer Account of the Main Introducer, that results in a Completed Transaction, SortRefer will pay to the Main Introducer, as a Fee, such proportion of each Supplier Fee paid to SortRefer for the Instruction that led to the Completed Transaction as may have been pre-agreed by the Parties specifically for that Instruction, or if not pre-agreed such proportion (if any) as SortRefer may decide in its absolute discretion on an Instruction by Instruction basis. The amount of the Fee will be of varying amount dependent upon the amount of each of the Supplier Fees received by SortRefer for any particular Completed Transaction, and the method of calculation of the Fee is at SortRefer's sole discretion. For each such Supplier Fee, the Fee will and will only accrue following receipt in cleared funds by SortRefer of such Supplier Fee. All accrued Fees will be payable in accordance with Clause 8(Payment Terms).
Where the Main Introducer has notified SortRefer that it is VAT registered, the Fees are deemed to be exclusive of VAT, and VAT will be paid where applicable and at the applicable rate in addition to any Fee paid to the Main Introducer. Where the Main Introducer has failed to notify SortRefer that it is VAT registered or of any change to its VAT registration status, the Fees paid to the Main Introducer shall be deemed to be inclusive of VAT. Any obligation to repay any Fee under this Agreement shall also include an obligation to repay the VAT paid on it. If the Main Introducer is to pay or is deemed by law to have paid any amounts to SortRefer under this Agreement, including with respect to any proportion of Supplier Fee retained by SortRefer, then such amounts shall be exclusive of VAT and SortRefer may additionally charge VAT on the same at the prevailing rate at any time. If no VAT or reduced VAT is charged by the Main Introducer or paid by SortRefer for any reason on any Fees, such as where the parties believe that no VAT is payable or a non-standard or zero rate applies, then the Main Introducer shall be responsible for paying and accounting for such VAT or any shortfall in VAT, if it subsequently found to be payable, SortRefer shall have no liability to pay the same, and the Fees shall be deemed to be inclusive of the same.
At the beginning of each Week SortRefer will prepare a statement which will show:
8.2.1 all Fees accrued during the previous Week under Clause 7(Fees);
SortRefer will provide such statement to the Main Introducer on the first day of the Week by updating the Main Introducer Account (attached to the Staff One Introducer Account). The Staff One Introducer and each Staff Introducer will also be provided with a statement relating to their individual Instructions at the same time by way of update to the Staff One Introducer Account and Staff Introducer Accounts.
Unless otherwise stated by SortRefer the following payment terms in this Clause 8.3 will apply:-
8.3.1 The payment of Fees will be made on the second Monday after completion of the case, if this falls on a Bank Holiday, payment will take place on the next working day.
It is a condition of this Agreement that the Main Introducer agrees to operate a self-billing arrangement with SortRefer in accordance with the requirements of the HMRC and Paragraph 17.4 of the VAT Guide and VAT Notice 700/62, for so long as SortRefer shall require this, on the following terms:-
8.4.1 Duration
The self-billing arrangement shall last for the duration of this Agreement, but may be terminated by SortRefer at any time.
8.4.2 Main Introducer Obligations
The Main Introducer agrees:-
(a) to provide SortRefer with its correct VAT status and VAT Number (where applicable) on registration with the Website;
(b) that SortRefer may raise invoices on behalf of the Main Introducer in respect of the Fees, and to accept such invoices raised by SortRefer on behalf of the Main Introducer for the duration of this self-billing arrangement;
(c) not to raise sales invoices for the Fees itself; and
(d) to notify SortRefer immediately of any change in VAT registration status, change of any VAT number, or should a sale of its business or a part of its business take place, and make a new self-billing agreement with SortRefer in the event that the Main Introducer's VAT number changes.
8.4.3 SortRefer
SortRefer shall:-
(a) issue self-billed invoices for the Fees for the duration of this self-billing arrangement;
(b) provide such self-billed invoices showing the Main Introducer's name, address and VAT registration number together with all other details which constitute a full VAT invoice;
(c) make a new self-billing agreement with the Main Introducer in the event that the Main Introducer's VAT number changes; and
(d) inform the Main Introducer if the issue of the self-billed invoices will be outsourced to a third party.
8.4.4 Further Assurance
The Main Introducer agrees to sign such further agreements and documents as SortRefer may require from time to time to operate, confirm and evidence this self-billing arrangement.
The Main Introducer agrees that if any Supplier Fee is repaid or repayable by SortRefer, in whole or in part, for any reason (including due to a cancellation or termination of a Completed Transaction by a Client), then the Main Introducer shall repay to SortRefer all of the Fee paid with respect to that Supplier Fee, or if it is a part repayment of the Supplier Fee, a pro-rata proportion of the Fee in the same proportion as the part repayment is of the total Supplier Fee. This repayment of all or part of the Fee shall become a debt due immediately on the repayment by SortRefer to the Supplier, without any need for prior demand to the Main Introducer.
8.6 Variation
SortRefer may unilaterally vary at any time and from time to time the amount of the Fees payable for any Completed Transaction, without notice to the Main Introducer, so that the Fees for each Completed Transaction will be that determined by SortRefer in its sole discretion from time to time.
8.7 Set-Off
SortRefer may withhold payment of, or make any deduction from, any amount due to the Main Introducer by reason of any right of set-off or counterclaim which SortRefer may have or allege to have or for any reason whatsoever.
The Main Introducer warrants that it is entering into this Agreement as principal, and not as agent for any third party. Each time the Main Introducer provides any information to SortRefer directly or through the Website, including any information provided on registration and any information provided for the purposes of a Quotation or Instruction, the Main Introducer warrants such information is accurate and truthful, that each request for Quotation and Instruction is and will be a genuine enquiry from a genuine Client, that all such information will be kept accurate and up-to-date.
The Main Introducer shall use the Website and Service with reasonable care and skill, and shall not engage in any conduct that may disrupt provision of the Service by SortRefer. The Main Introducer is permitted to use the Website and Service only in accordance with the terms of this Agreement, and all relevant laws and/or regulations applicable in England and Wales and any jurisdiction applicable to the Main Introducer. The Main Introducer may only access the Website and Service through the Staff One Introducer Account (and attached Main Introducer Account) using the Access Credentials.
The Main Introducer shall keep strictly confidential all Confidential Information of SortRefer, both during and after this Agreement, may only disclose the same on a confidential basis to each Staff One Introducer and Staff Introducer, and may only use the same for the purposes of creating, making and managing Quotations and Instructions through the Website. This Clause will not apply to: any information which has been published or is in the public domain other than through a breach of this Agreement by the Main Introducer or breach of any agreement by any Staff One Introducer or Staff Introducer; any information obtained from a third party who is free to disclose it; and any information which the Main Introducer is required by law to disclose.
The Main Introducer shall, and shall ensure its Staff One Introducer and each Staff Introducer, shall not undertake direct referrals to Suppliers using Confidential Information or Content obtained from the Website.
The Main Introducer shall ensure that each prospective Client consents to being contacted by SortRefer's Supplier in relation to the supply of the Supplier Service in respect of which an Instruction has been made.
The Main Introducer shall and shall ensure that the Staff One Introducer and all its Staff Introducers present and market the Service and Supplier Services to Clients to a high standard both ethically and professionally, and in compliance with all applicable legislation and regulatory obligations.
The Main Introducer shall comply with all relevant legislation and regulatory obligations as may be applicable to it in relation to the introduction of Supplier Services to Clients, Quotations it creates and Instructions it makes, disclosure of and advice to the Client concerning referral fees, and all other business activities under or in connection with this Agreement, and shall be responsible for record keeping and the payment of taxes due in relation to these activities.
The Main Introducer shall be responsible for any expenditure incurred by it and its Staff One Introducer and Staff Introducers in generating and attempting to generate Instructions.
The Main Introducer shall indemnify SortRefer and keep SortRefer indemnified against:-
9.9.1 any claims or alleged claims made against SortRefer by or liability which SortRefer may have to any Client, Supplier or third party, resulting in any way from or arising in any way in relation to any use of the Service, or any act or omission of the Main Introducer or any Staff One Introducer or Staff Introducer, or any breach of any of the obligations of the Main Introducer under this Agreement by the Main Introducer or any Staff One Introducer or Staff Introducer, or any infringement of Intellectual Property Rights through exercise of the licence in Clause 12.5, except to the extent due to a breach of this Agreement by SortRefer;
9.9.2 any losses, fines, costs and expenses resulting in any way from or arising in any way in relation to: any Instruction (including, where the Supplier is not SortRefer, breach or negligence of the Supplier in relation to the Completed Transaction) or the performance of the Service, or any Content provided by the Main Introducer or any Staff One Introducer or Staff Introducer; or any act or omission of the Main Introducer or any Staff One Introducer or Staff Introducer, or any breach of any of the obligations of the Main Introducer under this Agreement by the Main Introducer or any Staff One Introducer or Staff Introducer, except to the extent due to a breach of this Agreement by SortRefer;
9.9.3 any liability which SortRefer may suffer or incur in relation to any Staff One Introducer or Staff Introducer, including with respect to the non-payment by the Main Introducer of any remuneration due to the Staff One Introducer or Staff Introducer or tax due in relation to the Staff One Introducer or Staff Introducer, except to the extent due to a breach of this Agreement by SortRefer,
together with all costs (including legal costs) in managing and defending any such claims or enforcing this indemnity.
The Main Introducer shall co-operate on demand in the investigation of any complaint by SortRefer, any Supplier, Client or any regulatory body arising out of or in connection with any Quotation, Instruction or Completed Transaction, and provide all such information as may be reasonably required.
The Main Introducer shall keep safe and secure all Access Credentials for the Staff One Introducer Account and each Staff Introducer Account, and shall ensure that they are only used by the individuals to whom they are issued by SortRefer. SortRefer may change any Access Credentials at any time.
The Main Introducer shall not assign, transfer, sub-contract, sub-licence, factor, declare a trust over, charge, or in any other manner make over to or delegate to any third party the benefit and/or burden of this Agreement, or any rights, licences or permissions under this Agreement, or any debts or entitlement to any Fees under this Agreement, in each case without the prior written consent of SortRefer, such consent to be granted at SortRefer's sole discretion.
SortRefer shall be entitled to unilaterally vary the Suppliers and Supplier Services available to the Main Introducer, the Staff One Introducer, and Staff Introducers from time to time without notifying the Main Introducer. Except where SortRefer is itself the Supplier, SortRefer does not endorse any Supplier or Supplier Services, shall not be answerable for them, and shall not be obliged to verify any information provided by any Supplier. The Main Introducer acknowledges and agrees that the Supplier Services and all information provided by Suppliers shall be used at the sole risk of the Main Introducer and Clients. Except where SortRefer is itself the Supplier, SortRefer shall have no liability for any loss, damage or liability arising in relation to any Supplier Services, or caused by any act or omission of any Supplier, or breach of any Completed Transaction by a Supplier.
SortRefer will keep strictly confidential all Confidential Information of the Main Introducer, both during and after this Agreement, may use the same for performing this Agreement, and may disclose the same on a confidential basis to the Staff One Introducer, any Staff Introducer, and any Supplier as required for the purposes of any Quotation or Instruction, This Clause will not apply to: any information which has been published or is in the public domain other than through a breach of this Agreement by SortRefer; any information obtained from a third party who is free to disclose it; and any information which SortRefer is required by law to disclose.
The Main Introducer acknowledges and agrees that SortRefer in performing this Agreement and providing the Service, will be creating, retaining, processing, sharing and disposing of data and information, including Confidential Information of the Main Introducer, and the Main Introducer consents to SortRefer doing this at SortRefer's sole discretion. Any data created in performance of this Agreement will be the property of SortRefer, who will be the maker of any database.
SortRefer shall be entitled to unilaterally vary the terms of this Agreement, the Service and functionality of the Website, the Fees, and the Suppliers and Supplier Services, at any time without notice to the Main Introducer, except that SortRefer will give prior notice to the Main Introducer of any variation to these Main Introducer Terms and Conditions. Continued use of the Website or Service, including the creation of any Quotation or the making of any Instruction, following any variation will be deemed to signify the acceptance of the Main Introducer to the variation.
Subject to Clause 11.2, SortRefer shall use its reasonable endeavours to make the Service and Website available at all times, but SortRefer does not promise that the Service and Website will be free from errors, defaults, faults or interruptions, and shall have no liability for any disruption or non-availability of the Website or the Service due to any Force Majeure Event as detailed in Clause 16.6.
SortRefer may suspend, interrupt or degrade the provision of the Website and any Service, and accrual and payment of Fees at any time, for such period as it may decide, with or without prior notice, including where: (a) SortRefer considers, in its sole discretion, that the Main Introducer is in breach of this Agreement; (b) SortRefer or any Supplier is obliged or needs to do so to comply with an order, instruction or request of a court, government agency, emergency service organisation or other administrative or regulatory authority; or (c) in order to carry out any maintenance, repair, or upgrade to the Website, or deal with any security breach or emergency.
This Website may provide links to other websites, including as part of the Service. Unless expressly stated, such websites are not under the control of SortRefer, and SortRefer assumes no responsibility for the content of these websites and disclaims liability for any and all forms of loss, damage or liability suffered or incurred by the Main Introducer arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.
By agreeing to these terms of service, the Main Introducer and all other parties agree to be bound by the terms provided by the Third-Party service.
These include:
YouTube – (https://www.youtube.com/t/terms) for the hosting and distribution of marketing and informational material.
If the Main Introducer wishes to place a link to this Website on another website, it may do so only to our home page in the absence of any prior permission.
The Main Introducer acknowledges and agrees that SortRefer may implement security and authentication technologies to secure access to the Website and any Staff One Introducer Account or Staff Introducer Account, and that these may include the placing of cookies or other technologies on any computer used to access the Website.
The Main Introducer shall not, and shall ensure that the Staff One Introducer and its Staff Introducers shall not place on the Website or send or agree to receive using the Service, any Content that:-
12.1.1 is unlawful or otherwise objectionable, including Content that is abusive, threatening, harassing, defamatory or fraudulent.
12.1.2 does or may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
12.1.3 contain links to any other websites containing any of the above types of Content;
12.1.4 impersonates other people, particularly employees and representatives of SortRefer or our affiliates;
12.1.5 amounts to or is intended to be unsolicited mass-communication, including "spam" or "junk mail".
SortRefer has the right, but not the obligation, to screen Content submitted or created by the Main Introducer, the Staff One Introducer and Staff Introducers, and may flag, filter or remove any Content that it considers, in its sole discretion, inappropriate.
If any Content provided by the Main Introducer, the Staff One Introducer or any Staff Introducer is considered by SortRefer, in its sole discretion, to be in breach of this Agreement, SortRefer shall be entitled to remove it without notice.
The Main Introducer is responsible for any and all Content that is submitted or created by the Main Introducer, the Staff One Introducer or any Staff Introducer.
In relation to all Content supplied by the Main Introducer, the Staff One Introducer or any of its Staff Introducers, the Main Introducer hereby grants, and shall ensure that SortRefer is immediately granted, an irrevocable, perpetual, non-exclusive, fully paid, royalty free, world-wide licence to use the Content in any way that SortRefer decides, as long as such use is reasonably connected to the purposes for which the Content was provided, or the provision of the Service, or the operation of our Website, or for keeping an archive record. This licence includes the right to copy, edit, modify, adapt, translate, prepare derivative works based on, incorporate into other works, and distribute such Content, and to grant sub-licences. By submitting or creating Content the Main Introducer warrants and represents that the appropriate rights and/or permissions to use the Content in this fashion have been acquired and granted to SortRefer. SortRefer accepts no responsibility or liability for any infringement of third party rights by such Content.
The Main Introducer acknowledges and agrees that all Intellectual Property Rights in the Website, all Content of the Website (other than that provided by the Main Introducer, the Staff One Introducer or any Staff Introducer), the Service, and all SortRefer's Confidential Information are and shall remain the sole and absolute property of SortRefer, or if it is Confidential Information or Content submitted by a third party to the Website, are and shall remain the sole and absolute property of that third party. The Main Introducer acknowledges and agrees that SortRefer is the maker of any databases created as part of or in the course of this Agreement. The Main Introducer shall not attempt to download, convert or otherwise reverse-engineer any part of the Service or the Website, and shall not reproduce, copy, duplicate, trade, syndicate, or resell the Service or Website.
The Main Introducer is licensed to access and use the Service, through the Staff One Introducer Account and each Staff Introducer Account. All of the Main Introducer's rights to access and use the Website and Service are non-exclusive, non-transferrable and fully revocable at SortRefer's discretion.
SortRefer grants the Main Introducer, in relation to Content to which it has access on the Website (other than that provided by the Main Introducer or the Staff One Introducer or any Staff Introducer), a non-exclusive licence to: download it into a web browser cache for the purposes of viewing and running it in a web browser; to keep a single copy in a folder on a hard disk or other storage equipment for the purpose of retaining an archive and to view and run the same in a web browser, media player or other viewing application; to print a single copy for record keeping; and to make such copies as may be required for the purposes of generating or attempting to generate Client Quotations and/or Instructions. SortRefer grants no other licence in relation to any Content, and the Main Introducer, the Staff One Introducer and each Staff Introducer, may not reproduce, copy, distribute, store or in any other fashion re-use Content from the Website unless given express written permission to do so by SortRefer.
Media advertising with respect to SortRefer, the Service or any Suppliers or Supplier Services, and use of SortRefer's copyright, trademarks, trade names, slogans, symbols and colour schemes is expressly prohibited except for where specific written approval has been sought from and given by SortRefer. Media advertising includes but is not limited to newspapers, magazines, radio, television and the internet.
The Main Introducer shall ensure that all consents are obtained and all steps are taken in order for SortRefer to be able to lawfully process any contact details and other personal data of the Main Introducer, any Staff One Introducer, any Staff Introducer and any Client, and all other information provided to it by the Main Introducer and each Staff One Introducer and Staff Introducer, and carry out the Service, in compliance with the Data Protection Laws.
The Main Introducer and each Staff One Introducer and Staff Introducer shall only supply to SortRefer for processing, and SortRefer shall only process, in each case under or in relation to this Agreement, personal data of the Main Introducer, any Staff One Introducer, any Staff Introducer and any Client of the types set out in the Privacy Policy.
SortRefer shall only process the Processor Personal Data during the Initial Processing Period and for not more than 6 calendar months thereafter.
SortRefer shall only process the Processor Personal Data on the documented instructions of the Main Introducer (including with regard to transfers of the Processor Personal Data to any place outside the European Economic Area), as set out in this Agreement, the Privacy Policy or any other document agreed by the parties in writing.
SortRefer shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities arising from or in connection with any processing in accordance with the Main Introducer’s instructions.
If SortRefer makes a transfer of Processor Personal Data in accordance with Clause 14.4 to any place outside the European Economic Area where such transfer would otherwise be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) then, unless the Main Introducer agrees otherwise in writing, such transfer shall be made under the appropriate standard contractual clauses issued by the European Commission for data transfers between EU and non-EU countries.
Notwithstanding any other provision of this Agreement, SortRefer may process the Processor Personal Data if and to the extent that SortRefer is required to do so by applicable law. In such a case, SortRefer shall inform the Main Introducer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
SortRefer shall ensure that persons authorised to process the Processor Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
SortRefer and the Main Introducer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Processor Personal Data.
You consent to us appointing the following parties as sub-processors under this Agreement:
SortRefer shall not engage any other third party to process the Processor Personal Data without the prior specific or general written authorisation of the Main Introducer. In the case of a general written authorisation, SortRefer shall inform the Main Introducer at least 7 days in advance of any intended changes concerning the addition or replacement of any third party processor. SortRefer shall ensure that each third party processor is subject to equivalent legal obligations to those imposed on SortRefer by this Clause 14.
SortRefer shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Main Introducer with the fulfilment of the Main Introducer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
SortRefer shall, in respect of its processing of Processor Personal Data, assist the Main Introducer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. SortRefer shall report any personal data breach relating to the Processor Personal Data to the Main Introducer without undue delay following SortRefer becoming aware of the breach. SortRefer may charge the Main Introducer at its standard time-based charging rates for any work performed by SortRefer at the request of the Main Introducer pursuant to this Clause 14.13.
SortRefer shall make available to the Main Introducer upon request all information necessary to demonstrate the compliance of SortRefer with its obligations under this Clause 14 and the Data Protection Laws.
SortRefer shall, following receipt of written instructions from the Main Introducer, delete or (at the choice of the Main Introducer) return all of the Processor Personal Data to the Main Introducer within 6 calendar months of the end of the Initial Processing Period, and shall delete existing copies save to the extent that applicable law requires storage of the Processor Personal Data. If the Main Introducer fails to specify instructions under this Clause 14.15 within 30 days of the end of the Initial Processing Period, the Main Introducer shall be deemed to have requested the deletion of the Processor Personal Data.
SortRefer shall allow for and contribute to audits, including inspections, conducted by the Main Introducer or another auditor mandated by the Main Introducer in respect of the compliance of SortRefer's processing of Processor Personal Data with the Data Protection Laws and this Clause 14. SortRefer may charge the Main Introducer at its standard time-based charging rates for any work performed by SortRefer at the request of the Main Introducer pursuant to this Clause 14.
To the maximum extent permitted by law SortRefer excludes all implied warranties terms and conditions which are for the benefit of or in favour of the Main Introducer, including concerning the quality, standard, compatibility, accuracy, condition or fitness for a particular purpose, of the Website or Service.
SortRefer makes no warranty or representation that the Website or the Service will meet the Main Introducer's requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe any Intellectual Property Rights or other rights of third parties, that they will be compatible with any systems of the Main Introducer, or that they will be secure. The Service may vary from any descriptions given by SortRefer. SortRefer makes no guarantee of any specific results from the use of the Website or the Service.
SortRefer does not endorse, support, represent or otherwise guarantee the accuracy or reliability of any Content provided by any other person using the Website, and the Main Introducer agrees not to hold SortRefer responsible for the same. SortRefer shall use its reasonable endeavours to ensure that all Content created by SortRefer on the Website and the Service is accurate and up to date; however SortRefer makes no warranty or representation that this will always be the case.
No part of the Website, no Content on the Website, and no information accessed or provided through the Service, is intended to constitute advice, and should not be relied upon when making any decisions or taking any action of any kind. SortRefer disclaims any duty of care with respect to the same.
This Clause 16 sets out limitations and exclusions on the liability (including contractual and non-contractual, under statute, in negligence, and otherwise whatsoever) of SortRefer to the Main Introducer ("Relevant Liability") for, in connection with, and arising out of the following (each a " Liability Event"): any breach of this Contract by SortRefer; any negligence of SortRefer; any breach of any statutory duty by SortRefer; any act or omission of SortRefer or its officers, employees, agents or sub-contractors in the course of performing or otherwise in connection with this Contract or the Service; any representation or statement made by SortRefer under or in connection with this Contract or the Service; any breach, negligence, act or omission of any Supplier in relation to an Instruction; any other event or circumstance occurring in connection with this Agreement, the Website or Service.
Nothing in this Contract limits or excludes the Relevant Liability of SortRefer for death or personal injury resulting from negligence, or fraud or fraudulent misrepresentation by SortRefer.
Subject to Clause 16.2, to the maximum extent permitted by law, SortRefer excludes all Relevant Liability and shall have no Relevant Liability for any direct or indirect loss or damage, foreseeable or otherwise, including any direct, indirect, consequential, special or exemplary damages arising from the use of the Website, the Service or any information contained therein. The Main Introducer agrees that they use the Website, the Service and all relevant Content at their own risk.
Subject to Clause 16.2, in any event, SortRefer shall not have any Relevant Liability for and SortRefer excludes all Relevant Liability for: business interruption, loss of profits, loss of revenue, loss of business, loss of contract or client, loss of use, loss of goodwill, loss of anticipated savings, loss of bargain, loss or corruption of data or information, and liability of the Main Introducer to any third party, in each case both direct and indirect; any loss or damage caused by viruses or other malicious software or by malicious attacks, both direct and indirect; and any special, indirect, or consequential loss.
Subject to Clause 16.2, SortRefer's total Relevant Liability for any series of one or more Liability Events and/or instances of Relevant Liability, attributable to the same original cause or source, shall be limited in aggregate to £5000.
SortRefer shall have no Relevant Liability to the Main Introducer under this Contract, and shall not be considered to have committed a Liability Event, if SortRefer is prevented from or delayed in performing its obligations under this Contract or providing the Website or Service, or the Website or Service is degraded or interrupted, by any of the following events or circumstances ("Force Majeure Event"): (a) acts of God; (b) war, threat of war, terrorism, hostilities, riot, civil commotion, blockade, and sabotage; (c) the act of any government or competent regulatory authority; (d) strikes, lock-outs or other industrial actions of whatever nature (whether involving the workforce of SortRefer or any other person); (e) lightning, fire, storm, flood, earthquake, lack of water arising from weather or environmental problems; (f) shortage of or prevention from obtaining in any way labour, parts, materials, fuel, energy or other supplies; (g) breakdown of plant or machinery, failure of power supply or other utility service, failure of transport network, failure of any third party system on which the Service are dependent; (h) malicious damage; (i) any delay or failure by any of its sub-contractors to perform their obligations; and (j) any event or circumstance which is beyond the reasonable control of SortRefer.
Each of the Clauses and parts of Clauses of this Clause 16 is separate and severable, so that if any Clause or part is void, avoided, unenforceable, or prohibited by law, it shall be severed from this Agreement but the remaining Clauses and parts shall continue in full force and effect.
This Agreement shall commence in accordance with Clause 2.4(Formation of Agreement) and shall continue until terminated by either Party in accordance with this Clause 17(Commencement and Termination).
Either Party shall be entitled to terminate this Agreement immediately at any time by notice in writing to the other, and such termination will take immediate effect upon receipt of such notification.
SortRefer shall be entitled to terminate this Agreement immediately at any time by notice in writing to the Main Introducer if:-
17.3.1 Breach
The Main Introducer has committed any breach of this Agreement (other than a trivial breach), or the Staff One Introducer or any Staff Introducer has committed any breach of the Main Introducer's obligations under this Agreement, or their agreement with SortRefer (other than a trivial breach), and (if such breach is capable of remedy) has not remedied the same within 14 days of notice of the breach to the Main Introducer from SortRefer.
17.3.2 Wilful Non-Compliance
The Main Introducer has indicated, expressly or impliedly, that they do not intend to or are unable to comply with the terms of this Agreement, or the Staff One Introducer or any Staff Introducer has indicated, expressly or impliedly, that they do not intend to or are unable to comply with the terms of their agreement with SortRefer.
17.3.3 Legal Requirement
SortRefer is required to do so by law, or SortRefer is unable to continue providing the Service without contravention of any law.
17.3.4 Commercial Viability
It has become, in the opinion of SortRefer, no longer commercially viable to continue providing the Service.
17.3.5 Insolvency
The Main Introducer enters bankruptcy, winding-up or liquidation, or has a receiver, administrator, or administrative receiver appointed over all or any of its business or assets, or ceases trading, or has any asset taken in payment of a debt, or makes arrangement or composition with its creditors, or obtains any protection from its creditors, or any similar event to the foregoing occurs in any jurisdiction applicable to the Main Introducer; or if any step is taken, notice served, order applied for, resolution passed, by the Main Introducer or any third party, with a view to achieving any of the above.
In the event that the Agreement is terminated, SortRefer shall cease to be obliged to provide the Service, and may immediately close the Staff One Introducer Account (and therefore the Main Introducer Account), and all associated Staff Introducer Accounts, and cease access to the Service for the Main Introducer and any Staff One Introducer and Staff Introducers.
17.5.1 New Instructions
No Fee shall accrue for any new Instruction made after the date on which this Agreement terminates.
17.5.2 Pipeline
Subject to Clause 17.5.3(Preserved Pipeline), where this Agreement is terminated for any reason, Fees shall cease to accrue or be payable for Instructions made on or before the date of termination, except for Fees that have already been paid, and all accrued but un-paid Fees shall cease to be payable.
17.5.3 Preserved Pipeline
Where this Agreement is terminated otherwise than accordance with Clause 17.3, Fees will continue to be paid on any Instruction made prior to termination which results in a Completed Transaction on or before the date of termination, or within 182 days from but including the date of termination, but will not be paid if the Completed Transaction occurs after that period.
The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement. Upon termination of the Agreement, the following Clauses shall survive termination: 8.1(VAT), 8.5(Repayment), 8.7(Set-Off), 9.3(Confidentiality), 9.10(Indemnity), 9.13(No Assignment or Sub-Licensing), 12(Website Content), 13(Intellectual Property), 14(Data Protection and SortRefer as Data Processor), 15(Disclaimer), 16(Limitation of Liability), 17.4(Closure of Accounts), 17.5(Fees), and 18(General Terms).
Nothing in this Agreement shall benefit or create any right enforceable by any person who is not a Party, and The Contracts (Rights of Third Parties) Act 1999 shall not apply.
Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties or, shall it constitute, or be deemed to constitute, any Party being the agent of any other Party for any purpose. The Main Introducer, the Staff One Introducer, and any Staff Introducer, shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of SortRefer or bind SortRefer in any way.
All notices and communications to the Main Introducer may be sent by SortRefer in writing by post, fax or e-mail to the address and number of the Main Introducer or its Staff One Introducer as stated in the Staff One Introducer Account from time to time, or to any last known place address or registered office of the Main Introducer. All notices and communications from the Main Introducer to SortRefer shall be sent in writing either by post or e-mail to SortRefer's address detailed in Clause 1 or such other address as SortRefer may notify to the Main Introducer from time to time. Any notice or other communication sent by the above methods shall be deemed received: 3 days after posting, if sent by first class post; and on the day of sending if sent by fax or email. If any such day is not a Business Day, then the day of deemed receipt will be the next Business Day.
In the event that any Party fails to exercise any right or remedy contained in this Agreement, or delays in doing so, this shall not be construed as a waiver of that right or remedy. 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.
In the event that any term of this Agreement is found, by a court or other government authority of competent jurisdiction, to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from this Agreement and shall not affect the validity and enforceability of the remaining terms of this Agreement.
This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, representation, understandings or arrangements relating to the subject matter of the Agreement. The Main Introducer agrees that, in entering into this Agreement, it does not rely on any representation from SortRefer, and agrees that there are no agreements collateral to this Agreement. Nothing in this Clause shall exclude liability for fraud or fraudulent misrepresentation.
This Agreement and all other aspects of the relationship between the Parties shall be governed by and construed in accordance with the laws of England and Wales. Any dispute between the Parties relating to this Agreement and all other aspects of the relationship between the Parties shall fall within the exclusive jurisdiction of the courts of England and Wales.
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