S4Encrypt Affiliate Agreement

Your organisation agrees to become an affiliate of S4Encrypt, with the objective of securing clients for S4Encrypt services. The nature of the services to be provided by S4Encrypt are set out in the numbered quotation that has been provided, together with costs and agreed commission levels. This Agreement sets out your rights and obligations as a member of the S4Encrypt Affiliate Programme.

Promotional Content

  1. The Affiliate is authorised on a non-exclusive basis to promote the use of S4Encrypt services to industry or market sectors set out on the numbered quotation that has been provided by S4Encrypt.
  2. The Affiliate is authorised to utilise the Promotional Content provided by S4Encrypt in the form of web pages, slide decks and any other written material that S4Encrypt makes available from time to time.
  3. S4Encrypt is not liable in any way for any claims relating to any Promotional Content provided by S4Encrypt to an Affiliate, and the Affiliate agrees to indemnify S4Encrypt against all and any claims, damages, losses, liabilities, costs and expenses relating to its use of S4Encrypt Promotional Content.
  4. Each party retains exclusive ownership and control of its own website and is solely responsible for maintaining and updating its own web content.

Reporting

The parties will provide each other with relevant reports of activities and progress with respect to the promotion of S4Encrypt services.

Tracking and Compliance

  1. The Affiliate will notify S4Encrypt of any client organisation that indicates that it wishes to utilise the S4Encrypt service. Details of all such organisations will be maintained by S4Encrypt in an online system that will be available to your organisation for reference at any time, together with the status of their engagement with S4Encrypt.
  2. Each client organisation that agrees to utilise the S4Encrypt service will be issued with a numbered quotation that confirms all of the pricing and delivery requirements relevant to that client. The Affiliate will receive a copy of the quotation.
  3. A contract between S4Encrypt and the client organisation will be made when the client has returned a signed copy of the quotation to S4Encrypt.
  4. Each client organisation will be invoiced by S4Encrypt at the pricing levels and frequency set out on the numbered quotation issued to the client.
  5. The Affiliate undertakes and covenants that at all times it will comply with the requirements of the Data Protection Act 2018 in respect of obtaining and recording any client contact details.
  6. Your organisation warrants that it will not:
    1. Promote any obscene material;
    2. Promote violence:
    3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    4. Promote illegal activities; or
    5. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

Payments

S4Encrypt will pay the Affiliate a commission for each invoiced sale at the rate indicated in the numbered quotation that has been provided. All pricing indicated on any S4Encrypt quotation is exclusive of VAT. The Affiliate will be provided with a schedule of all completed transactions within the period in question and will submit an invoice to S4Encrypt based on the agreed commission rate. Payment to the Affiliate will be made when the service contracted to the client has been completed and S4Encrypt have received payment in full from the client for the transactions in the relevent period.

Limited Licence

  1. S4Encrypt hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
    1. Use and reproduce the Promotional Content in strict compliance with this Agreement; and
    2. Display the Promotional Content on the Affiliate’s website with such other guidelines as may be identified by S4Encrypt from time to time solely for the purpose of marketing S4Encrypt services as provided in this Agreement.
  2. The Affiliate may not alter or permit the alteration of, or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by S4Encrypt or its agents on any associated documentation or literature without the prior written approval of S4Encrypt. Except as specifically provided in this Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Promotional Content, any underlying intellectual property, or goodwill of S4Encrypt. The Affiliate acknowledges that the Promotional Content, any underlying intellectual property, and any related goodwill are the sole and exclusive property of S4Encrypt. The Affiliate must not, during the term of this Agreement and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
  3. The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this licence terminates automatically when this Agreement terminates.

Termination

  1. Either party can terminate this Agreement for any reason by giving the other 60 days’ notice.
  2. Either party can terminate the Agreement immediately by giving written notice to the other party if that other party:
    1. Does not pay any sum due under the Agreement within 30 days of the due date for payment;
    2. Commits a material breach of the Agreement (which, if capable of remedy, it fails to remedy within 30 days of being given written notice specifying full particulars and requiring it to be remedied);
    3. Persistently breaches any term of the Agreement;
    4. Is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they become due;
    5. Is a company over any of whose assets or property a receiver is appointed;
    6. Makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
    7. (If an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
  3. Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
  4. On termination of the Agreement for any reason, the Affiliate must permanently remove all Promotional Content from its website and any other references in its own promotional literature.

Confidentiality

Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:

  1. Where required by law, court order or by any governmental or regulatory body;
  2. To any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge their obligations uder the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
  3. Where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors representatives or advisers);
  4. Where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
  5. Where the information was developed for it independently of the Agreement and is received by persons who are not the disclosing party.

Limitation of Liability

  1. The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law, without in any way excluding liability for personal injury, fraud or fraudulent misrepresentation.
  2. The total Liability of S4Encrypt to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under this agreement.
  3. No party will be liable to any other party under the Agreement (except where required by law) for any:
    1. Special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
    2. Loss or corruption of any data, information, database or software;
    3. Loss of profits;
    4. Loss of business;
    5. Depletion of goodwill and / or similar losses;
    6. Loss of anticipated savings.

Changes to S4Encrypt

S4Encrypt can change any relevant terms, including pricing and Promotional Content. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by S4Encrypt.

Privacy

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the United Kingdom including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the United Kingdom, the General Data Protection Regulation (EU 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any Converted Lead data to any third party.

General

  1. No party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and / or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
  2. Both parties and the signatories to this Agreement who have signed the S4Encrypt quotation warrant that they are authorised and permitted to enter into this Agreement, and have obtained all necessary permissions and approvals.
  3. The Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Affiliate and S4Encrypt.
  4. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of this Agreement.
  5. If any court or competent authority finds that any provision (or part) of this Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the vailidity and enforceability of the other provisions of the Agreement will not be affected.
  6. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post or left by hand delivery at the other party’s registered address or place of business, or sent by email to the email address notified by the other party. Notices:
    1. Sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second business day and, where posted from or to addresses outside the United Kingdom, on the tenth business day following the date of posting;
    2. Delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
    3. Sent by email will be deemed to have been received on the next business day after sending.

Governing Law and Jurisdiction

This Agreement will be governed by and interpreted according to the Law of England and Wales. All disputes and claims arising under the Agreement (including non-contactual disputes of claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.

The parties have executed this Agreement on the date shown on the S4Encrypt quotation.