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Terms and Conditions Relating to Lead Generation

The following terms and conditions govern the agreement between QUOTATIS and the Affiliate (as defined below) for the sale of Customer leads by the Affiliate to QUOTATIS. By sending leads to QUOTATIS the Affiliate agrees to these terms and conditions, to the exclusion of any other terms that the Affiliate seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealings.

BACKGROUND

(A) Affiliate's business includes the operation of consumer internet sites giving consumers advice and allowing customers to request quotations for various home improvement services. Affiliate wants to use its consumer traffic to develop consumer leads and an additional income stream from this activity.


(B) QUOTATIS' principal business is to obtain leads for consumer construction, building and fitting projects such as kitchen, conservatory and windows, and to pass those leads on to providers of such services. The parties have agreed that Affiliate shall sell all its consumer enquiry leads exclusively to QUOTATIS on the basis outlined in this document. [For the avoidance of doubt, Affiliate shall retain all of the marketing, advertising and promotional aspects of these services.]


(C) QUOTATIS has agreed to purchase, and Affiliate has agreed to supply, the Leads (as defined below) and perform the Services (as defined below).

AGREED TERMS

  1. INTERPRETATION
  2. 1.1 The definitions and rules of interpretation in this clause 1 apply throughout this agreement:

    Affiliate: the person or firm from whom QUOTATIS purchases Valid Lead to and for whom QUOTATIS perform, the Services.

    Affiliate Assets: Affiliate Data, together with any other data, software, assets, equipment or other property which is owned by Affiliate and which is, or may be, used in connection with the provision or receipt of the Services.

    Affiliate Data: any data (including any Personal Data relating to Consumers or Affiliate Customers), Leads, documents, text and drawings (together with any database made up of any of those), embodied in any medium, that are supplied to QUOTATIS by or on behalf of Affiliate, or which Affiliate is required to generate, process, store or transmit pursuant to this agreement.

    Affiliate Group (where Affiliate is a company): Affiliate, its ultimate holding company and all subsidiaries of its ultimate holding company.

    Affiliate Responsibilities: the responsibilities of Affiliate as specified in Schedule 2.

    Affiliate Websites: the website(s) operated by the Affiliate and any feeder sites used by Affiliate

    Applicable Law: the laws of England and Wales and the European Union and any other laws or regulations.

    Associated Company: any holding company from time to time of any party and any subsidiary from time to time of such party, or any subsidiary of any such holding company.

    Best Industry Practice: the standards which fall within the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them, having regard to factors such as the nature and size of the parties, the service levels, the term, the pricing structure and any other relevant factors.

    Change in Law: any change in any Applicable Law which impacts on the Performance of the Services and which comes into force after the Effective Date.

    Charges: the Commission which may become due and payable pursuant to this agreement.

    Commencement Date and/or Effective Date: the day the confirmation email (containing signup form link) is sent by QUOTATIS or such other date as may be agreed between the Parties.

    Commission: the commission payable by QUOTATIS to Affiliate pursuant to clause 6.

    Confidential Information: any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential.

    Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services and purchase of the Leads.

    Consumers: individuals who have visited the Affiliate Website(s) requesting contacts for home improvement services, thereby becoming Leads, which are then passed on to QUOTATIS by Affiliate pursuant to these terms and conditions for the purpose of acquisition by QUOTATIS for Affiliate of Valid Leads.

    Contract Year: a period of 12 months from the Effective Date.

    Customers: those providers of home improvement services to whom QUOTATIS sells leads, including Affiliate's own Customers in addition to QUOTATIS’s previous existing Customer.

    Database: the compilation of any data supplied to QUOTATIS by, or on behalf of, Affiliate or generated by QUOTATIS from any such data.

    Data Controller: has the meaning set out in the Data Protection Act 1998.

    Data Processor: has the meaning set out in the Data Protection Act 1998.

    Data Protection Legislation: the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

    Data Subject: has the meaning set out in the Data Protection Act 1998.

    Default: any default of either Party in complying with its obligations under these terms and conditions.

    Dispute: any dispute under these terms and conditions.

    Dispute Resolution Procedure: the dispute resolution procedure set out in clause 16.

    Force Majeure Event: any cause affecting the performance by a party of its obligations under these terms and conditions arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to QUOTATIS, QUOTATIS Personnel or any other failure in QUOTATIS's supply chain.

    General Change in Law: a Change in Law where the change is of a general legislative nature, or which generally affects or relates to the supply of services which are the same as, or similar to, the Services.

    Incentivised Leads: Leads which are created when persons who visits the Affiliate Websites submit their details, other than with a genuine interest in the home improvement services provided by QUOTATIS contractors for reasons.

    Insolvency Event: in respect of either Party:

    1. (a) other than for the purposes of a bona fide reconstruction or amalgamation, such Party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that Party being otherwise dissolved; or
    2. (b) The appointment of an administrator of, or the making of an administration order in relation to, either Party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue; or
    3. (c) that Party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or
    4. (d) That Party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or
    5. (e) That Party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

    Lead Signup Form: the online form on the Affiliate Website which is used by Consumers to input their details and their interest in receiving details of service providers for home improvement services. This may use either the format provided by QUOTATIS for Affiliate to use, or Affiliate's own format.

    Leads: leads which have been received on Affiliate Websites or from other Affiliate marketing activities (including visiting the websites of Affiliate contacts and partners (other than QUOTATIS)) by Consumers who are interested in appointing a Customer to carry out home improvement work and in respect of whom information has been submitted to Affiliate by the relevant Consumer on the Affiliate Websites which have been passed to QUOTATIS.

    My Commission: means the area of the QUOTATIS Affiliate Webpages which allows Affiliate to see the level of Commission accruing to Affiliate for each Valid Lead, as may be amended by QUOTATIS from time to time depending on the integration method used by Affiliate.

    Parties: Affiliate and QUOTATIS, and Party means either one of them.

    Payment Plan: the plan for payment of the Charges as set out in clause 6.12.

    Personal Data: has the meaning set out in the Data Protection Act 1998.

    QUOTATIS Affiliate Webpages: means the section of QUOTATIS's website which is password accessible by Affiliate and provided to Affiliates and which contain, among other things, the level of Commission per Valid Lead payable to Affiliate, the current version of these Terms and Conditions and the product groups of which these Terms and Conditions apply.

    QUOTATIS Group: QUOTATIS, its ultimate holding company and all subsidiaries of its ultimate holding company.

    QUOTATIS Personnel: all employees, staff, other workers, agents and consultants of QUOTATIS who are engaged in the provision of the Services from time to time.

    Regulatory Bodies: those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate or influence the matters dealt with in this agreement or any other affairs of Affiliate.

    Representatives: Affiliate's Representatives and/or QUOTATIS's Representatives.

    Services: the services to be delivered by or on behalf of QUOTATIS under this agreement, including the acquisition of Leads, establishing that Leads are Valid Leads and selling on the Leads to QUOTATIS’s Customers.

    Term: the term of this agreement pursuant to clause 2.1.

    Termination Date: the date of expiry or termination of this agreement.

    Termination Notice: any notice to terminate these terms and conditions which is given by either party in accordance with clause 13.

    VAT: value added tax as provided for in the Value Added Tax Act 1994.

    Valid Leads: leads in respect of which QUOTATIS has approved as valid after carrying out initial validation process pursuant to clause 4.2

    Working Day: Monday to Friday, excluding any public holidays in England and Wales.

    1.2 Words in the singular include the plural and in the plural include the singular.

    1.3 Clause and schedule headings shall not affect the interpretation of these terms and conditions.

    1.4 References to clauses and schedules are, unless otherwise provided, references to the clauses of and schedules to these terms and conditions.

    1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

    1.6 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

    1.7 A reference to these terms and conditions includes a reference to the schedules of these terms and conditions

    1.8 The terms holding company and subsidiary have the meanings given in section 1159 of the Companies Act 2006.

    1.9 A reference to one gender shall include reference to the other genders.

    1.10 A person includes a corporate or unincorporated body (whether or not having separate legal personality).

    1.11 Any phrase introduced by the words including, includes, in particular or for example or similar shall be construed as illustrative and shall not limit the generality of the related general words.

    1.12 Writing or written includes faxes and e-mail.

  3. COMMENCEMENT AND DURATION
  4. 2.1 These terms and conditions shall take effect on the date of commencement and subject to the provisions of clause 13 shall continue until terminated by either Party giving the other no less than 1 month’s prior written notice.

  5. SERVICES
  6. 3.1 Affiliate shall appoint QUOTATIS, and with effect from the Effective Date QUOTATIS shall provide the Services to Affiliate pursuant to these terms and conditions.

    3.2 For the avoidance of doubt, once QUOTATIS has acquired Valid Leads from Affiliate, QUOTATIS shall be entitled to benefit from the on-selling of such Leads to such Customers as it deems fit (whether or not they are Affiliate Customers), and shall be entitled to deal with them as it considers appropriate, subject to the provisions of Schedule 1.

    3.3 In providing each of the Services, QUOTATIS shall at all times:

    1. (a) provide the Services in accordance with Best Industry Practice;
    2. (b) Provide the Services in accordance with all Applicable Laws;
    3. (c) Subject always to paragraph 1 of Schedule 2, obtain, maintain and comply with all Consents.

    3.4 Affiliate shall comply with Affiliate's Responsibilities.

    3.5 QUOTATIS shall be the sole and exclusive recipient of Leads from Affiliate. Affiliate shall not provide Consumer or Customer details to any other prospective provider of Services. Affiliate shall not transfer Leads to any other third parties (whether customers or other prospective providers of home improvement or other services or acquirers of Leads).

    3.6 The exclusivity provisions described in clause 3.5 shall apply to:

    1. (a) All product groups which are identified on the QUOTATIS Affiliate Webpages which are serviced by Affiliate on or prior to the Commencement Date.
    2. (b) All other product groups in respect of which QUOTATIS agrees to acquire Leads from Affiliate during the continuance of these terms and conditions.
    3. (c) that Party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or

    3.7 Affiliate shall ensure that all leads submitted to QUOTATIS are submitted directly by the enquirer themselves with their full knowledge, agreement and acceptance of the service that QUOTATIS provides.

  7. IMPLEMENTATION
  8. 4.1 After the Commencement Date, Affiliate shall pass to QUOTATIS all Leads received by Affiliate on the Affiliate Websites via the Lead Signup Form

    4.2 QUOTATIS shall reasonably exercise its discretion in determining whether Leads are Valid Leads, but shall be entitled to reject Leads which it considers are not Valid Leads. Reasons for rejection include (without limitation):

    1. (a) Wrong name supplied
    2. (b) Incorrect/missing contact details Supplied
    3. (c) If the consumer confirms they never requested a quote / not interested in service
    4. (d) Person is not at this address, does not speak to QUOTATIS.
    5. (e) Duplicate lead – sent from the Affiliate already or from another Affiliate
    6. (f) Property not suitable
    7. (g) Test Lead
    8. (h) Insert used Leads
    9. (i) Any other reason which In QUOTATIS' reasonable opinion makes the Lead unsellable

    4.3 QUOTATIS shall inform the Affiliate as soon as reasonably practicable of any Leads which it has rejected.

    4.4 QUOTATIS does not accept any leads from Ireland, Northern Ireland, England and Scotland Isles, including Channel Isles. Only leads from Mainland England, Scotland and Wales are accepted. QUOTATIS may also request that specific Affiliates don't supply leads in specific postcode regions, this will be done via direct communication.

  9. AFFILIATE OBLIGATIONS
  10. 5.1 Affiliate shall comply with the obligations set out in Schedule 2.

    5.2 Affiliate shall promptly inform QUOTATIS of the names of any new subcontractors and websites which it intends to use for Lead generation.

    5.3 Affiliate shall procure that it has full authority under the Data Protection Legislation from each Consumer whose Lead it passes to QUOTATIS to enable Affiliate to disclose the Lead to QUOTATIS and in respect of all other relevant Affiliate Data to enable QUOTATIS to disclose Leads to Customers in the manner contemplated by this Agreement without placing QUOTATIS in breach of the Data Protection Legislation.

  11. CHARGING AND INVOICING
  12. 6.1 In consideration of the acquisition of the Valid Leads by QUOTATIS in accordance with the terms and conditions of this agreement, QUOTATIS shall pay the Charges to Affiliate in accordance with the Commission levels set out in “My Commission”.

    6.2 QUOTATIS shall provide Affiliate with sufficient information about (i) purchases of Valid Leads and (ii) Commission due to Affiliate to enable Affiliate to raise invoices for the Charges pursuant to clause 6.3.

    6.3 Affiliate shall invoice QUOTATIS for payment of the Charges at the time the Charges are expressed to be payable in accordance with the Payment Plan. All invoices shall be directed to the QUOTATIS Representative.

    6.4 In the absence of manifest error, the information provided by QUOTATIS pursuant to clause 6.3 shall be final and binding on the parties. Under no circumstances shall QUOTATIS be required to pay any costs or expenses of Affiliate other than the Commission calculated on the basis set out in Schedule 3.

    6.5 QUOTATIS shall pay the Charges upon each Valid Licence which have become payable at the rate per Valid Lead set out in the “My Commission” section of the QUOTATIS Affiliate Webpages, in cleared funds within 30 days after the end of the month of receipt of an undisputed invoice from Affiliate (Due Date).

    6.6 If QUOTATIS receives an invoice which it reasonably believes includes a sum which is not valid and properly due:

    1. (a) QUOTATIS shall notify Affiliate in writing as soon as reasonably practicable;
    2. (b) QUOTATIS's failure to pay the disputed Charges shall not be deemed to be a breach of these terms and conditions
    3. (c) QUOTATIS shall pay the balance of the invoice which is not in dispute once the investigation in concluded;
    4. (d) Once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within 5 Working Days and, where Affiliate is required to issue a credit note, it shall do so within 5 Working Days.

    6.7 QUOTATIS reserves the right to alter the rate per Valid Lead set out in the "My Commission" section of the QUOTATIS Affiliate Webpages at any time. The altered rate will be payable from the date/time of the change. Any leads submitted after this time will be at the new rate.

    6.8 Each party shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to QUOTATIS pursuant to these terms and conditions. Such records shall be retained for inspection by the other party for 6 years from the end of the Contract Year to which the records relate.

    6.9 Except as expressly provided in this Agreement, the parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under these terms and conditions.

    6.10 All sums payable by a Party under these terms and conditions shall be paid in sterling.

    6.11 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by QUOTATIS following delivery of a valid VAT invoice.

    6.12 QUOTATIS may retain or set off any sums owed to it by Affiliate which have fallen due and payable against any sums due to Affiliate under this agreement or any other agreement pursuant to which Affiliate or any Associated Company of Affiliate provides goods or services to QUOTATIS or any member of QUOTATIS's Group.

    6.13 The Payment Plan determining the frequency of invoices for Charges shall be as follows:

    6.13.1 Subject to clause 6.13.2, Commission accruing on Valid Lead shall be payable annually in arrears;

    6.13.2 If for any calendar month, the amount of Commission due exceeds £25, then the Affiliate shall be authorised to raise an invoice for that Commission and any Commission accruing for previous months which has not yet been paid;

    6.13.3 In the circumstances described in clause 6.13.2, the Commission shall continue to be payable monthly for subsequent months unless and until for any calendar month the amount of Commission due falls below £25, in which case payment of Commission shall revert to an annual basis (subject always to the subsequent reapplication of clause 6.12.2). For the avoidance of doubt, where payment reverts to an annual basis, each payment year will commence from the end of the month in respect of which the last monthly invoice was issued.

  13. NON-SOLICITATION
  14. 7.1 Neither Affiliate nor any Associated of Affiliate shall (except with the prior written consent of the QUOTATIS) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of QUOTATIS any person employed or engaged by such in the provision of the Services or in the receipt of the Services at any time during the Term or for a further period of 12 months after the termination of this agreement other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other Party.

  15. DATA PROTECTION
  16. 8.1 Without prejudice to clauses 5.3 and 8.2, in so far as QUOTATIS processes any Personal Data on behalf of Affiliate, QUOTATIS shall:

    1. (a) subject to clause 8 process the Personal Data only on behalf of Affiliate (or, if so directed by Affiliate, other members of Affiliate's Group), only for the purposes of performing this agreement and in selling on Leads to Customers;
    2. (b) Not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party other than Customers unless specifically authorised in writing by Affiliate;
    3. (c) QUOTATIS shall pay the balance of the invoice which is not in dispute once the investigation in concluded;
    4. (c) At all times comply with the provisions of the Seventh Data Protection Principle set out in Schedule1 of the Data Protection Act 1998 and, in so doing, provide a written description of the technical and organisational methods employed by the Supplier for processing Personal Data (within the timescales required by Affiliate) and implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
    5. (d) Notify Affiliate (within five Working Days) if it receives:
      1. (i) a request from a Data Subject to have access to that person's Personal Data; or
      2. (ii) a complaint or request relating to Affiliate's obligations under the Data Protection Legislation; or
      3. (iii) Any other communication relating directly or indirectly to the processing of any Personal Data in connection with this agreement;
    6. (e) Provide Affiliate with full co-operation and assistance in relation to any complaint or request made in respect of any Personal Data, including by:
      1. (i) Providing Affiliate with full details of the complaint or request;
      2. (ii) Complying with a data access request within the relevant timescales set out in the Data Protection Legislation; and
      3. (iii) Providing Affiliate with any Personal Data it holds in relation to a Data Subject making a complaint or request within the timescales reasonably required by Affiliate.

    8.2 It is agreed by the Parties that QUOTATIS shall add Consumer and Lead information to its marketing database, with a view to sending it appropriate promotional material and newsletters. Affiliate shall ensure that its privacy policy requires Consumers to consent to such use of Personal Data.

    8.3 The parties shall comply at all times with the Data Protection Legislation and shall not perform their obligations under this agreement in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation.

  17. CONFIDENTIALITY
  18. 9.1 Except to the extent set out in this clause 9, or where disclosure is expressly permitted elsewhere in this agreement, each Party shall:

    1. (a) Treat the other Party's Confidential Information as confidential; and
    2. (b) Not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.

    9.2 Clause 9.1 shall not apply to the extent that:

    1. (a) Such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure; or
    2. (b) Such information was obtained from a third party without obligation of confidentiality; or
    3. (c) Such information was already in the public domain at the time of disclosure otherwise than through a breach of these terms and conditions; or
    4. (d) Such information was independently developed without access to the other party's Confidential Information. 9.3 For the avoidance of doubt, once a Valid Lead is acquired by QUOTATIS from Affiliate, the information contained in that Lead shall not constitute Affiliate’s Confidential Information, and QUOTATIS shall be free to pass that information onto Customers and treat it as QUOTATIS’s property.

  19. WARRANTIES AND REPRESENTATIONS
  20. 10.1 Each party warrants, represents and undertakes that:

    1. (a) It has full capacity and authority to enter into and to perform under these terms and conditions;
    2. (b) These terms and conditions are executed by a duly authorised representative of that party;
    3. (c) there are no actions, suits or proceedings or regulatory investigations pending or that of either party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under these terms and conditions;
    4. (d) Once duly executed, these terms and conditions will constitute its legal, valid and binding obligations.

    10.2 Each party agrees that the warranties set out in this clause 10 are in lieu of and exclude all other terms, conditions or warranties implied by statute, law or otherwise as to the merchantability, satisfactory quality of fitness for any particular purpose of the Services to the fullest extent permitted by law.

  21. FORCE MAJEURE
  22. 11.1 Subject to the remaining provisions of this clause 11, neither Party to these terms and conditions shall be liable to the other for any delay or non-performance of its obligations under these terms and conditions to the extent that such non-performance is due to a Force Majeure Event.

    11.2 In the event that either Party is delayed or prevented from performing its obligations under these terms and conditions by a Force Majeure Event, such Party shall:

    1. (a) Give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
    2. (b) Use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under these terms and conditions; and
    3. (c) Resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

    11.3 A Party cannot claim relief if the Force Majeure Event is attributable to that Party's wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.

    11.4 As soon as practicable following the affected Party's notification, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of these terms and conditions.

    11.5 The affected Party shall notify the other Party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected Party to be unable to comply with its obligations under these terms and conditions. Following such notification, these terms and conditions shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event unless agreed otherwise by the Parties.

  23. LIMITATIONS ON LIABILITY
  24. 12.1 No Party limits its liability for:

    1. (a) Death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or
    2. (b) Fraud by it or its employees; or
    3. (c) Breach of any obligation as to title implied by statute; or
    4. (d) any other act or omission, liability for which may not be limited under Applicable Law.

    12.2 Subject to clause 12.2, QUOTATIS’s total aggregate liability in respect of all claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with these terms and conditions exceed two times the total amount of the Charges or £100,000, whichever is the lower.

    12.3 Subject to clause 12.1 no Party shall be liable to another party for:

    1. (a) Any indirect, special or consequential loss or damage; or
    2. (b) Any loss of profits (whether direct or indirect), business opportunities, revenue or damage to goodwill.

  25. TERMINATION
  26. 13.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, and subject, in particular, to the provisions of clause 14, either Party may terminate this agreement without liability to the other immediately (or following such notice period as it sees fit), by giving written notice to the other Party if:

    1. (a) the other Party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
    2. (b) the other Party commits a material breach of any material term of these terms and conditions (other than failure to pay any amounts due under these terms and conditions) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
    3. (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fail due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
    4. (d) The other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; or
    5. (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; or
    6. (f) An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party; or
    7. (g) a floating charge holder over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver; or
    8. (h) A person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; or
    9. (i) A creditor or encumbrancer of the other Party attaches or takes possession or, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
    10. (j) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;.

  27. GENERAL CONSEQUENCES OF EXPIRY AND TERMINATION
  28. 14.1 Following the service of a Termination Notice for any reason, QUOTATIS shall continue to provide and/or procure the provision of the Services in respect of Leads which have been sold to QUOTATIS by Affiliate until such time as the Termination Notices expires, and shall ensure that there is no degradation in the standards of the Services until the expiry of the Termination Notice.

    14.2 If the overall quality of Leads submitted to QUOTATIS is such that fewer than 70% of Leads qualify as Valid Leads then QUOTATIS may at any time terminate the agreement with immediate effect.

    14.3 After the Termination Date, QUOTATIS shall pay to Affiliate any amount which is owing to Affiliate by way of Charges which arise as a result of the sale of Leads which were acquired from Affiliate prior to the Termination Date.

    14.4 Affiliate shall immediately upon termination of this Agreement cease to use any Lead Signup Form which has been provided by QUOTATIS for Affiliate use. All intellectual property rights including copyright in QUOTATIS's Lead Signup Forms belong to QUOTATIS.

  29. DISPUTE RESOLUTION PROCEDURE
  30. 15.1 The Parties shall attempt, in good faith, to resolve any Dispute promptly by negotiation which shall be conducted as follows:

    1. (a) within seven days of the date of the Dispute Notice, each party shall refer the Dispute to Affiliate's Representative and QUOTATIS's Representative for resolution.

    15.2 If Affiliate's Representative and QUOTATIS's Representative are unable, or fail, to resolve the Dispute within 21 days of the date of the Dispute Notice, or within 14 days of the reference to Affiliate's Representative and QUOTATIS's Representative pursuant to clause 16.1(a), the Parties may attempt to resolve the Dispute by mediation in accordance with clause 16.3.

    15.3 If, within 30 days of the Dispute Notice, the Parties have failed to agree on a resolution, either Party may refer any Dispute for mediation pursuant to this clause, but this shall not be a condition precedent to the commencement of any court proceedings, and either Party may issue and commence court proceedings prior to or contemporaneously with the commencement of mediation. The following provisions shall apply to any such reference to mediation:

    1. (a) The reference shall be a reference under the Model Mediation Procedure (MMP) of the Centre of Dispute Resolution (CEDR) for the time being in force;
    2. (b) both Parties shall, immediately on such referral, co-operate fully, promptly and in good faith with CEDR and the mediator and shall do all such acts and sign all such documents as CEDR or the mediator may reasonably require to give effect to such mediation, including an agreement in, or substantially in, the form of CEDR's Model Mediation Agreement for the time being in force; and
    3. (c) To the extent not provided for by such agreement of the MMP:
      1. (i) the mediation shall commence by either Party serving on the other written notice setting out, in summary form, the issues in dispute and calling on that other Party to agree the appointment of a mediator; and
      2. (ii) the mediation shall be conducted by a sole mediator (which shall not exclude the presence of a pupil mediator) agreed between the Parties or, in default of agreement, appointed by CEDR.

    15.5 If and to the extent that the parties do not resolve any Dispute or any issue in the course of any mediation, either Party may commence or continue court proceedings in respect of such unresolved Dispute or issue.

    15.6 Nothing in this clause 15 shall prevent either Party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required.

  31. ASSIGNMENT AND NOVATION
  32. 16.1 No Party shall assign, novate or otherwise dispose of any or all of its rights and obligations under these terms and conditions without the prior written consent of the Party (which consent shall not be unreasonably withheld or delayed).

  33. VARIATIONS
  34. 17.1 Subject always to clause 28.2, this agreement may not be varied except by an agreement in writing expressed to vary these terms and conditions signed by duly authorised representatives of the Parties.

  35. WAIVER AND ACCUMULATION OF REMEDIES
  36. 18.1 Any failure to exercise, or any delay in exercising, a right or remedy by either Party shall not constitute a waiver of that right or remedy, or of any other right or remedies.

    18.2 The rights and remedies provided by these terms and conditions are cumulative and, unless otherwise provided in these terms and conditions, are not exclusive of any right or remedies provided at law, in equity or otherwise under these terms and conditions.

  37. RELATIONSHIP OF THE PARTIES
  38. Nothing in these terms and conditions is intended to create a partnership or legal relationship of any kind that would impose liability on one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other party or parties. No party shall make representations, act in the name of, on behalf of or otherwise bind another party or parties.

  39. PUBLICITY AND BRANDING
  40. 20.1 No Party shall make any press announcements or publicise these terms and conditions or its contents in any way without the prior written consent of the Parties, which shall not be unreasonably withheld or delayed.

  41. SEVERANCE
  42. If any provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed without effect to the remainder of the provisions. If a provision of these terms and conditions that is fundamental to the accomplishment of the purpose of these terms and conditions is held to any extent to be invalid, Affiliate and QUOTATIS shall immediately commence good faith negotiations to remedy such invalidity. Neither party shall unreasonably withhold or delay their agreement to any such matters.

  43. FURTHER ASSURANCE
  44. Each party undertakes, at the request of the other and at the cost of the requesting party, to do all acts and execute all documents which may be necessary to give full effect to this agreement.

  45. ENTIRE TERMS AND CONDITIONS
  46. 23.1 These terms and conditions constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.

    23.2 Each of the parties acknowledges and agrees that, in entering into these terms and conditions it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these terms and conditions. The only remedy available to either party in respect of any such statement, representation, warranty or undertaking shall be for breach of contract under the terms of this agreement.

    23.3 Nothing in this clause 23 shall operate to exclude any liability for fraud.

  47. THIRD PARTY RIGHTS
  48. 24.1 These terms and conditions does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to these terms and conditions.

  49. NOTICES
  50. 25.1 A notice shall be deemed to have been received:

    1. (a) if delivered personally, at the time of delivery;
    2. (b) In the case of pre-paid first-class post, three Working Days from the date of posting; and
    3. (c) In the case of fax, on the day of transmission if sent before 4.00 pm on any Working Day and otherwise at 9.00 am on the next Working Day provided that, at the time of transmission, an error-free transmission report has been received by the sender.
    4. (d) In the case of email, on the day of sending if received before 4.00 pm on any Working Day and otherwise at 9.00 am on the next Working Day

  51. GOVERNING LAW AND JURISDICTION
  52. These terms and conditions and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.

  53. APPLICATION OF TERMS AND CONDITIONS
  54. 28.1 These terms and conditions have been agreed to, by the confirmation of the Affiliate registering with QUOTATIS on the initial contact form situated on the QUOTATIS website and/or submitting leads to QUOTATIS. By Submitting any leads to QUOTATIS you are bound by these terms and conditions.

    28.2 QUOTATIS reserves the right to amend the terms and conditions from time to time, and will give notice not less than 5 days' notice (which can be notice by email) to the Affiliate of any amendment to its terms and conditions.

    28.3 These terms and conditions over-ride all other agreements between the parties, either agreed prior to the submission of leads or subsequently; including, but not limited to, email communications, affiliates own Terms and Conditions, Order forms, telephone communications.

Schedule 1 Services

  1. QUOTATIS shall use its reasonable endeavours to locate Customers for each Valid Lead.
  2. QUOTATIS and the Affiliate shall together facilitate the provision of Consumer contact details to Customers to whom QUOTATIS has sold Leads.
  3. QUOTATIS shall maintain sufficient records and information, and provide reasonable information to Affiliate to support its calculation of Commission on introduced lead customers.
  4. QUOTATIS shall be solely responsible for obtaining payment from Customers for Leads sold to such Customers

Schedule 2 Affiliate's Responsibilities

  1. In order to facilitate the acquisition of Leads and provision of the Services by QUOTATIS, Affiliate shall (in addition to Affiliate responsibilities and obligations identified elsewhere in these terms and conditions), be responsible for the following:
    Affiliate shall:
    1. (a) Promptly provide QUOTATIS with all Leads received by Affiliate;
    2. (b) respond to and provide such other documentation, data and other information as QUOTATIS reasonably requests in order for QUOTATIS to perform its obligations under these terms and conditions;
    3. (c) To the extent that the following are not expressly provided for elsewhere in this agreement, using its reasonable endeavours, respond to requests for information in a prompt and timely manner, where such requests are reasonably made by or on behalf of QUOTATIS to enable QUOTATIS to comply with its obligations under these terms and conditions; and
    4. (d) Use all reasonable endeavours to ensure that the Leads it refers to QUOTATIS are Valid Leads.
  2. Affiliate shall be entitled to contact its own customers with a view to QUOTATIS selling Valid Leads onto them, but Affiliate shall not sell Valid Leads direct to such customers in breach of clause 3.5.

Schedule 2 Affiliate's Responsibilities

Lead Fees

  1. Affiliate shall ensure that in respect of each Lead, it provides QUOTATIS with details of the identification code of that Lead to enable identification of which website the Lead came from.
  2. QUOTATIS shall pay in accordance with clause 6 Affiliate the sums listed within their account in respect of Valid Leads generated from Affiliate Websites plus VAT for each Valid Lead provided to QUOTATIS by Affiliate, provided Affiliate has provided QUOTATIS with the information required in paragraph 1 above.