Partner terms and conditions

Agreement Regarding the partner referral of customers to Harvst Automation Limited.

Parties

1. Harvst Automation Limited who trade as Harvst a company incorporated in England and Wales whose company number is 12943217 and whose registered office is Heol Las Fawr, Ferwig, Cardigan, Sir Ceredigion, Wales, SA43 1QA.
2. Partner, trading as a company incorporated in England and Wales.

Background

The parties have agreed they shall enter into an agreement whereby Partner will promote Harvst Automation Limited products in accordance with this agreement, and receive a commission for sales generated as a result of the referral.

Agreed Terms

Commencement Date is the date that the agreement is signed.

Calendar Month is any whole calendar month starting on the first day of that month and finishing on the final day of that month.

Confidential Information that is passed between the Parties and marked clearly as Confidential Information or similar.

Year is a period of 12 months starting on the Commencement Date or anniversary of the Commencement Date whichever shall apply.

Term of this Agreement

This Agreement will come into force on the Commencement Date and will remain in place for a minimum of period of two years unless otherwise agreed by the parties in accordance with the Termination provisions.

Termination Date.

The date that this Agreement ends. That shall be a minimum of 1 year from the Commencement date unless or until other circumstances arise as set out in the Agreement.

Intellectual Property. 

All foreground and background Intellectual Property that each party takes into the Agreement remains their own.  The Parties agree to not infringe on each other’s Intellectual Property, IP, and any IP jointly developed by the Parties during the course of this Agreement will be managed in accordance with a separate Agreement made at that time, both Parties acting reasonably.

Provision of Services.

The Parties agree for Partner to promote, through their website or otherwise, Harvst products. The customer will be given a partner code to enter when they place their order. The code will give the customer a financial or product incentive to use the code. The customer will place an order directly on the Harvst ecommerce website, Harvst will take that order and fulfil that order to the end customer using its own logistic and distribution systems and mechanisms.

The Parties will, acting reasonably, work together to ensure that marketing, advertising and promotion of these products are complementary.

The Parties agree to cooperate on a regular basis to ensure that end customers receive the very best customer service.  Lead order time from order to delivery may vary from time to time and Harvst will advise Partner accordingly.

Nothing in this agreement shall contradict the rights of the consumer in accordance with all appropriate laws and regulations. Both Parties shall apply their own policies in respect of consumer rights. The policies regarding consumer rights including terms and conditions of sale, returns and privacy for Harvst shall be in accordance with those published from time to time on the Harvst website; www.harvst.co.uk. Harvst shall consider each order from Partner to be in accordance with those policies. 

The Parties shall each be responsible for all costs relating to their business matters and no management fee, advertising or marketing fees, or similar will be paid by either Party to the other relating to this agreement unless separately agreed.

Remedies for Default

Without any prejudice to any other right or remedy howsoever arising, Harvst reserves the right to immediately sever this agreement at any time if Partner fails to refer any sales within the first three months of the Commencement Date.

Warranties

Partner and Harvst warrants that they are not aware of any matters within their reasonable control that may now, or in the future, impair their ability to perform its obligations under this contract.

Payment

The Parties agree to the following payment structure for the first twelve months of this agreement.  At, or before month nine, the Parties agree to review this payment structure and adjust it accordingly, any such changes to be agreed in writing and signed by both Parties.

Harvst will sell products to the customer at the standard recommended retail pricing as per the current price list, or the current online price. All prices are quoted to include VAT, where VAT is applicable.

Harvst will pay Partner an agreed percentage of the customer purchase price once a month for sales made during the previous month.

Changes to Products

Harvst shall notify Partner of any upcoming modifications to the specification or materials used in any of its products. Such notice shall give Partner reasonable time to prepare for such changes.

Indemnity

Partner indemnifies Harvst and keeps Harvst fully indemnified against all liabilities, costs, expenses, damages, and losses including wasted management time or third-party expenses incurred, all interest, penalties and professional costs and expenses arising out of or in connection with:

Any liability for physical damage by Partner to customer property to the extent that it results from acts or omissions of Partner, its employees, agents or subcontractors.

Any loss, damage, cost or expense sustained by customers to the extent that such loss, damage, expense, injury or cost was caused by, or relates to a breach of Data Protection laws and regulations or customer confidentiality.

Any claim made against Harvst for actual or alleged infringement of a third party’s Intellectual Property Rights or legal or equitable rights of confidence, in each case where such infringement was caused by Partner.

Limit of Liability

The Parties shall not be liable to each other regarding this Agreement for:

Any indirect, special, or consequential loss or damage, whether caused by breach of contract or tort, breach of statutory duty or arising in any way, and

Any loss of profit, business or goodwill whether caused by breach of contract or tort, including negligence, breach of statutory duty or arising in any other way.

Insurance

Each Party shall at its own cost, effect and maintain with an insurer of repute a policy or policies of insurance for the duration of this Agreement and for a period of two years thereafter providing cover in respect of all risks which may be incurred by the Party that arises out of the Party’s delivery of obligations under this agreement. Such policies shall include but not be limited to:

Public liability insurance

Product insurance

Employers liability insurance. 

The Parties shall not knowingly do or permit anything to be done which would make the Insurances referred to in this clause to be void or would allow an insurer to reject, diminish or delay a claim under these insurances.

Each Party shall produce to the other upon request evidence that appropriate insurances are in place by means of a broker letter of similar together with receipts evidencing payment of the last premium.

Data Protection

Each Party is individually responsible to keep and maintain such policies, procedures and records as may be necessary to comply with such Data protections laws and regulations as may be required from time to time. 

Each Party shall ensure that such policies, procedures and records shall comply with the law and that employees are aware of their obligations and are trained on a regular basis.

The provisions of this clause shall apply immediately and shall be maintained indefinitely after the agreement has terminated.

Confidentiality

Each Party shall:

Maintain in confidence any information or materials passed to it by the other Party either directly or indirectly, taking such reasonable precautions and security measures as it takes to protect its own confidential information and trade secrets.

Treat all Confidential Information obtained as secret and confidential and safeguard it accordingly, and only use it for the purpose of this Agreement.

Not disclose any Confidential Information to any other person other than its own employees which have accepted the obligations of confidentiality equivalent to this clause and need to have access to such information or materials in connection with the performance of obligations under this Agreement.

This clause shall not apply where such circumstances arise from a legal or regulatory requirement to expose such information to an external audit or where a legal body having jurisdiction over the Party requires such access or where such laws and regulations applied from time to time may apply to publish such information.

Monitoring

Each Party agrees to monitor the performance of obligations of the other in delivery of this agreement.

Each Party agrees to such monitoring at no additional cost to the other.

The Parties shall agree a regular monitoring and reporting mechanism commensurate with the amount of business passed between them.

The Parties agreed to cooperate in instituting an appropriate and documented quality assurance process to ensure that goods and services delivery to customers remain at the highest quality.

Personnel

No Party shall without the prior permission of the other during the term of this Agreement and for a period of six months thereafter, solicit the services of any staff of the Party who have been engaged in the provision of obligations under this Agreement.

Competition

The Parties agree to cooperate regarding marketing and sales activity so as to actively not compete with each other.  Coordination and cooperation shall be coordinated on a periodic basis to ensure that advertisement placement, marketing, promotional competitions and other similar activities are complementary.

Termination

Notwithstanding any contrary provisions, the Parties agree and acknowledge that the termination rights as set out in this clause apply only to the provisions of the sales to customers.  The parties agree and acknowledge that other provisions that are stated to extend beyond the Termination Date shall continue indefinitely.

Either party may terminate this Agreement, for any reason or for no reason, upon not less than 45 days prior written notice to the other party delivered in accordance with Clause 18 stating such party’s intention to terminate this Agreement.

Notices

Except as otherwise expressly provided in this Agreement, no notice or other communication from one Party to the Party shall have any validity under this Agreement unless made in writing by or on behalf of the Party concerned.

Any notice or other communication which is to be given by a Party to another Party shall be given by letter sent by hand, post, registered post or other delivery mechanism, by facsimile transmission or by electronic mail, confirmed by letter in either case. Such letters shall be addressed to the other Party at the address stated at the top of this Agreement or such other address as that Party has nominated to the other from time to time.

Provided that the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given two working days, after the day on which the letter was posted or four working days in the case of electronic mail or facsimile or sooner where the other Party acknowledges receipt of such letter, electronic mail or facsimile transmission.

The Parties agree that such Notices shall be given by a nominated Director of each company as recorded at Companies House.

Entire Agreement

This Agreement and any documents annexed to it or otherwise referred to in it contain the whole agreement between the Parties relating the subject matter hereof and supersede all prior agreements, arrangements, and understandings between the Parties relating to that subject matter. 

Publicity, Media and other enquiries

The Parties must not or permit any person to make any press or public announcement concerning this Agreement without the prior written permission of the other Party unless as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

Partnership or agency

Nothing in this agreement shall be construed as a partnership between the Parties or as constituting any Party as the agents of the other for any purpose whatsoever except as specified by the terms of this agreement.

Variation

This Agreement may only be amended in writing signed by the duly authorised representative of the Parties.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales as it applies in Wales.

The Parties agree irrevocably 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 Agreement or its subject matter.