This policy (the “Policy”) sets out the terms on which Blend Media is willing to compensate users for promoting and marketing Blend Media’s range of service offerings. The parties to it (Blend Media and you, the “Referrer”) agree and recognise that this policy is designed to cover arrangements whereby the Referrer directs potential customers to Blend Media in return for a commission on all Qualifying Sales that Blend Media may make to those potential customers.
1.1 This Policy shall be subject to the definitions and rules of interpretation set out in its Schedule 1.
2.1 Where Referrer considers that it has identified a Potential Customer that is interested in becoming a customer of Blend Media, it may introduce that Potential Customer to Blend Media in writing, whereafter the terms of clause 4 shall apply.
3.1 Referrer shall not bind or purport to bind Blend Media by statement or by contract without Blend Media’s express authorisation, nor make any representation or warranty other than authorised in writing by Blend Media, nor pledge Blend Media’s credit without prior authorisation in writing.
4.1 Where Referrer refers a Potential Customer to Blend Media pursuant to clause 2.1, Blend Media shall, if that Potential Customer enters into an agreement to purchase Services directly from Blend Media which represents a Qualifying Sale, pay to the Referrer a commission as set out in Schedule 2.
5.1 Referrer warrants that:
5.1.1 it will solicit Potential Customers and perform its obligations pursuant to this Policy in accordance with all applicable law;
5.1.2 it will refrain from acting or conducting itself in any manner that may bring Blend Media’s name, brand and/or reputation into disrepute;
5.1.3 it will, in approaching and soliciting Potential Customers, act at all times in accordance with good industry practice.
6.1 Referrer acknowledges that it obtains no Intellectual Property Rights whatsoever in the Services or any part thereof, or in any documents, drawings, charts, data or computer programs by virtue of this Policy.
6.2 Referrer will notify Blend Media of any claim which may be made against Blend Media alleging that the Services or any part thereof infringes the Intellectual Property Rights of a third party as soon as it becomes aware of any such actual or potential claim.
6.3 Referrer shall immediately bring to the attention of Blend Media any infringement or suspected infringement by any third party of any of the Intellectual Property Rights in the Services or any part thereof, or of Blend Media’s branding and reputation more generally, of which it is aware and shall at the request and expense of Blend Media take such action or assist Blend Media in taking such action as Blend Media may deem appropriate to protect such Intellectual Property Rights.
6.4 Referrer undertakes that it shall do nothing which adversely affects Blend Media’s rights or title to its Intellectual Property Rights or which might undermine or diminish the goodwill in its brand or reputation more generally.
7.1 Referrer shall not be entitled to apply for any trademarks (or other intellectual property registration) in relation to the Services unless authorised in advance by Blend Media in writing.
7.2 The Referrer undertakes to comply with the Branding Guidelines at all times.
8.1 Blend Media shall have no liability to Referrer for any indirect or consequential loss, nor for any loss of profit, revenue, data or goodwill howsoever arising, and whether foreseeable or not, in connection with this Policy.
8.2 No matter how many claims are made and whatever the basis of such claims, the maximum aggregate liability of Blend Media under or in connection with this Policy and its subject matter (to the extent that such loss is not excluded by any other provision of this Policy) whether such claim arises in contract, tort or otherwise, shall not exceed a sum equal to the total value of the Fees paid in the 12 months prior to the first event that gave rise to a cause of action against Blend Media.
8.3 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of any party, nor shall they serve to limit either party’s liability for fraud or fraudulent misrepresentation.
9.1 Blend Media shall have the right at any time to terminate this Policy by giving the Referrer notice, or by posting such notice on its website.
9.2 In the event of termination of this Policy, each party shall promptly return to the other party all materials in its possession or control which belong to the other party.
10.1 Nothing contained in this Policy shall be deemed to constitute the relationship of principal and agent nor partnership as between Blend Media and Referrer nor any or its agents or representatives and Referrer shall not hold itself out and shall procure that its employees, agents and representatives do not hold themselves out or allow their employees to hold themselves out as agents of Blend Media or do anything which might cause Referrer, its agents, representatives or contractors to be taken by third parties as acting as an agent or agents of Blend Media.
11.1 The Referrer acknowledges and agrees that Blend Media does not and cannot control the flow of data to or from its networks or the storage of data held outside its networks. Such flow and/or storage depend, in large part, on the performance of internet services and/or telecommunications networks provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Blend Media’s connections to the internet (or portions thereof) or such other platforms upon which access to the Services may be provided. Although Blend Media will use reasonable efforts to take all actions reasonably necessary to remedy and avoid such events, Blend Media cannot guarantee that such events will not occur.
11.2 Each party will give notice forthwith to the other party upon becoming aware of an event of Force Majeure, such notice to contain details of the circumstances giving rise to the event of Force Majeure.
12.1 The parties acknowledge that this is not a Policy pursuant to which either party contemplates significant quantities, if any, of personal data being transferred from one to the other. Nevertheless, in the event that such data is passed between them during the performance of their respective obligations each party undertakes to the other that it will take all necessary steps to ensure that it operates at all times in accordance with applicable Data Protection Law.
12.2 Without limiting Clause 12.1, if either party (the “Data Provider”) passes to the other party (the “Data Recipient”), or otherwise gives the Data Recipient access to Personal Data in the performance of its obligations pursuant to this Policy:
12.2.1 the Data Recipient will not process that Personal Data except as directed or permitted to do so by either the terms of this Policy or the instructions of the Data Provider;
12.2.2 the Data Recipient will implement appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of or damage to Personal Data in compliance with Data Protection Law;
12.2.3 the Data Recipient will, where such steps are lawful and proportionate, take steps to obtain consent from the subject of the relevant personal data to the continued processing of their personal data by the Data Recipient;
12.2.4 the Data Recipient will only Process the Personal Data in accordance with Data Protection Law; and
12.2.5 the Data Recipient will comply promptly and in full with any request made by the Data Provider further to the Data Provider’s statutory obligations pursuant to Data Protection Law.
13.1 Each party shall:
13.1.1 comply with all applicable laws, regulations, mandatory codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”);
13.1.2 have and shall maintain in place throughout the term of this Policy its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
13.1.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of any contract in respect of the Services; and
13.1.4 immediately notify the other party if a foreign public official becomes one of its officers or employees or acquires a direct or indirect interest in the first party (and the first party warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of any contract in respect of the Services).
13.2 Any breach of this Clause 13 shall be deemed a material and irremediable breach for the purposes of Clause 9.1.
13.3 For the purposes of this Clause 13 a person associated with a party includes any subcontractor of that party.
14.1 No failure or delay by a party to exercise any right or remedy provided under the terms of this Policy or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.1 This Policy is not enforceable by any third party, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, who is not a party to it. Nothing in this Policy shall preclude the right of a member of Blend Media’s group from making any claim against the Referrer.
16.1 This Policy and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Policy or its subject matter or formation (including non-contractual disputes or claims).
| Branding Guidelines | means guidelines for the branding and marketing of the Services, notably relating to specifications, layout and use of Blend Media’s trademarks and branding, which shall be devised by Blend Media and notified to the Referrer in writing from time to time; |
| Business Day | means a day which is not a Saturday, Sunday or public holiday in the United Kingdom; |
| Data Protection Law | means the Data Protection Act 1998, the Privacy and Electronic Communications Regulations 2003, and the General Data Protection Regulation, and/or (a) such subordinate regulation as may implement their terms into law in England and Wales, and/or (b) such legislation as may replace them from time to time; |
| Fees | means the fees payable by Blend Media to the Referrer as set out in clause 4; |
| Force Majeure | means, without limitation, any event of, flood, drought, earthquake or other natural disaster, any epidemic or pandemic, any terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, any collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, or any interruption or failure of any utility service; |
| in writing | means, in relation to a notice given, either written in a physical format such as a letter or sent by e-mail (but not by any other electronic medium); |
| Intellectual Property Rights | means all copyrights (including copyright which may attach to source or object code), patents, registered and unregistered design rights, domain names, topography rights, and applications for any of the foregoing, together with all trade secrets, knowhow, rights to confidence and other intellectual and industrial property rights in all parts of the world; |
| Personal Data | shall have the meaning set out in the relevant Data Protection Laws in force in England and Wales from time to time; |
| Potential Customer | means an individual or organisation that, at the time of the introduction, was not a customer of Blend Media and with which Blend Media was not involved in discussions, negotiations, or similar interactions with a view to the sale of Services by Blend Media to that organisation; |
| Processing and Process | shall have the meaning set out in the relevant Data Protection Laws in force in England and Wales from time to time; |
| Qualifying Sale | means a sale of Services by Blend Media to a Potential Customer that takes place within 12 months of that Potential Customer being introduced to Blend Media by the Referrer, and which Blend Media reasonably considers to be an introduction of valuable new business; |
| Services | means the provision of IT, hosting, or similar services provided by Blend Media in respect of its 360 Stories product; |
Clause, schedule and paragraph headings shall not affect the interpretation of the Policy and are provided solely for the convenience of the reader.