INTRODUCTION

The following terms and conditions constitute part of a legally binding agreement (”Agreement”) between you, the Partner, and us, Visualsoft, which is formed when you accept these terms and conditions at the point you register to become a partner of Visualsoft.

Please note that you will need to agree to this Agreement before being able to become a partner of Visualsoft.

This Agreement is made up of the Partner Manual and the following terms and conditions set out in this document (separated into the following five Parts):

  1. Part 1 – PartnerHub Conditions
  2. Part 2 – General Conditions
  3. Part 3 – Community Partner Conditions
  4. Part 4 – Solutions Partner Conditions
  5. Part 5– Definitions and Interpretation

If there is any conflict or ambiguity between a term contained in Part 3 or 4 of this Agreement and one contained in Part 2 of this Agreement the term contained in Part 3 or 4 shall have priority.

The definitions and rules of interpretation set out in Part 5 of this Agreement (which apply regardless of what type of Partner you are (including, without limitation, a Technical Partner)) and the other definitions set out in this Agreement (designated by bold writing and a CAPITAL LETTER to start) shall apply throughout this Agreement.

Part 1 of this Agreement will apply regardless of the type of Partner you are (including, without limitation, a Technical Partner) and governs your access to and use of the PartnerHub.

Part 2 of this Agreement will apply regardless of the type of Partner you are (including, without limitation, a Technical Partner) and governs our relationship with you as a partner of Visualsoft.

Part 3 will only apply if, and to the extent that, you are a Community Partner.

Part 4 will only apply if, and to the extent that, you are a Solutions Partner.

You will be designated a Partner status at the time you register to become a partner of Visualsoft. For the avoidance of any doubt, you can have more than one Partner status designated to you.

If you are designated as a Technical Partner, you will enter into a Technical Partner Agreement that is a separate contract to this Agreement save for where expressly referred to herein. The Technical Partner Agreement will apply if, and to the extent, that you are a Technical Partner. If there is any conflict or ambiguity between a term contained in a Technical Partner Agreement and one contained in this Agreement the term contained in the Technical Partner Agreement shall have priority.

For the avoidance of any doubt, the Partner Manual forms part of this Agreement.

By accepting this Agreement, you are also confirming that you have read, understood and accept other legal documents that apply to you, as a partner of Visualsoft, and also govern your access to and use of the PartnerHub as follows (”PartnerHub Terms”):

We may amend, implement, supplement, update and/or retract this Agreement, the Partner Manual and/or the PartnerHub Terms (of any part or parts of any of the aforementioned) from time to time and we will give you at least 7 days’ notice of any such change by notifying you via the PartnerHub or by any of the contact details you provide to us from time to time including at the point of registering to become a partner of Visualsoft.

You and Visualsoft can agree variations to, and deviations from, this Agreement in writing at any time.

PART 1: PARTNERHUB CONDITIONS

This Part 1 governs your access to and use of the PartnerHub (which you will get access to when you register to become a partner of Visualsoft) and, where applicable, the Platform in connection with your activities under this Agreement.

  1. licence
    1. Visualsoft hereby grants to the Partner a non-exclusive, non-transferable right to use the PartnerHub for the purposes of this Agreement. Visualsoft also hereby grants to the Partner (but only if the Partner is a Solutions Partner) a non-exclusive, non-transferable right to use such parts of the Platform that Visualsoft’s partners are given access to from time to time for the purposes of this Agreement.
    2. The Partner shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the PartnerHub or the Platform that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
      and Visualsoft reserves the right, without liability or prejudice to its other rights to the Partner, to disable the Partner’s access to the PartnerHub and/or the Platform in the event of a breach of the provisions of this clause or this Agreement at any time by the Partner.
    3. The Partner shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
        1. and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the PartnerHub or the Platform in any form or media or by any means; or
        2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the PartnerHub or the Platform; or
      2. access all or any part of the PartnerHub or the Platform in order to build a product or service which competes with the Services, the Platform or the PartnerHub; or
      3. save as authorised under this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the PartnerHub or the Platform available to any third party, or
      4. attempt to obtain, or assist third parties in obtaining, access to the PartnerHub or the Platform other than as provided under this Agreement; or
      5. introduce or permit the introduction of, any Virus or Vulnerability into the Partner Hub, the Platform and/or Visualsoft’s network and information systems.
    4. The Partner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the PartnerHub or the Platform and, in the event of any such unauthorised access or use, promptly notify Visualsoft.
  2. Services
    1. Visualsoft shall provide access to the PartnerHub to the Partner on and subject to the terms of this Agreement.
    2. If the Partner is a Solutions Partner, Visualsoft shall provide access to such parts of the Platform that Visualsoft’s partners are given access to from time to time to the Partner on the terms of this Agreement.
  3. Visualsoft’s obligations
    1. Visualsoft:
      1. does not warrant that:
        1. the Partner’s use of the PartnerHub or the Platform will be uninterrupted or error-free; or
        2. the PartnerHub or the Platform and/or the results obtained by the Partner through the PartnerHub or the Platform will meet the Partner’s requirements or that of their customers or clients; or
        3. the PartnerHub or the Platform will be free from Vulnerabilities; or
        4. the PartnerHub or the Platform will comply with any Heightened Cybersecurity Requirements.
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Partner acknowledges that the PartnerHub and the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  4. Partner’s obligations
    1. The Partner shall:
      1. provide Visualsoft with:
        1. all necessary co-operation; and
        2. all necessary access to such information as may be required by Visualsoft;
        in connection with this Agreement.
      2. comply with all applicable laws and regulations with respect to its activities under this Agreement, the PartnerHub and/or the Platform;
      3. ensure that its customers, clients, employees, contractors, agents and other representatives using the PartnerHub or the Platform on its behalf use the PartnerHub and the Platform in accordance with this Agreement and shall be responsible for any breach of this Agreement by such person or persons;
      4. ensure that its network and systems comply with the relevant specifications provided by Visualsoft from time to time; and
      5. be solely responsible for procuring, securing and maintaining its network connections and telecommunications links from its systems to Visualsoft’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Partner’s network connections or telecommunications links or caused by the internet.
  5. Limitation of liability
    1. Except as expressly and specifically provided in this Agreement:
      1. the Partner assumes sole responsibility for results obtained from the use of the Partner Hub and the Platform by the Partner, and for results drawn from such use;
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
      3. the PartnerHub and the Platform is provided to the Partner on an “as is” basis.

PART 2: GENERAL CONDITIONS

This Part 2 governs our general relationship with you as a partner of Visualsoft and applies regardless of what type of Partner you are.

  1. Appointment
    1. Status.The Partner shall describe itself in all dealings involving this Agreement, the Platform and/or the Services and in all associated advertising and promotional material and at its premises (if any description is provided there) as a “partner” of Visualsoft and strictly in accordance with Visualsoft’s guidelines and instructions issued to the Partner from time to time whether via the PartnerHub or otherwise.
    2. Limits on representations. The Partner shall not, without Visualsoft’s prior written consent, make or give any representations, warranties or other promises concerning the Services or the Platform not contained in Visualsoft’s Standard Supply Terms.
    3. Freedom to appoint other intermediaries. Visualsoft shall be free to appoint other persons as its partner, agent, distributor, franchisee or other intermediary in respect of the Services and/or the Platform (and the supply thereof).
    4. Freedom of Visualsoft to engage in marketing and sales activities. Visualsoft shall be free to advertise, market and promote the Services and/or the Platform and to make offers or quotations to, or negotiate with or sell, supply or otherwise deal in the Services and/or the Platform to any person without any obligation to pay the Partner any Commission or other payments.
  2. Partner’s obligations

    The Partner undertakes and agrees at all times during the term of this Agreement as follows:
    1. General obligations. The Partner shall act towards Visualsoft conscientiously and in good faith and not allow its interests to conflict with the duties that it owes to Visualsoft under this Agreement and the general law.
    2. Scope of authority. Except as authorised by Visualsoft in this Agreement or otherwise in writing, the Partner shall not act in a way which will incur any liabilities on behalf of Visualsoft nor pledge the credit of Visualsoft.
    3. Compliance with instructions. The Partner shall comply with all reasonable and lawful instructions of Visualsoft from time to time and generally shall conduct itself in such manner as it thinks best to promote the interests of Visualsoft.
    4. Promotion. The Partner shall use its best endeavours to promote Visualsoft, the Services and the Platform with all due care and diligence and shall seek to improve Visualsoft’s goodwill.
    5. Sound commercial principles. The Partner shall act in accordance with sound commercial principles in its relations with potential customers, Prospective Clients and Partner Customers (including as to assessing, and where appropriate obtaining independent assessments of, their creditworthiness) and shall do nothing which Visualsoft considers could be prejudicial to its goodwill or commercial interests.
    6. Reports on activities. The Partner shall keep Visualsoft fully informed of its activities under this Agreement and shall provide Visualsoft with reports on request at such intervals, in such a form and with such content as Visualsoft shall reasonably require from time to time.
    7. Disputes. The Partner shall not without prior reference to Visualsoft (and then only acting strictly on Visualsoft’s express written instructions) take part in any dispute or commence or defend any court or other dispute proceedings on behalf of Visualsoft or settle or attempt to settle or make any admission concerning any such proceedings.
    8. Indemnity regarding legal compliance. The Partner shall indemnify Visualsoft against any liabilities incurred by Visualsoft (i) as a result of the Partner breaching any applicable law from time to time or (ii) the incurring of which is otherwise not authorised by Visualsoft under this Agreement or in writing.
    9. Records.The Partner shall keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Services, the Platform and all activities under this Agreement.
    10. Change of control.The Partner shall inform Visualsoft immediately of any changes in ownership or Control of the Partner and of any change in its organisation or method of doing business which might affect the performance of the Partner’s duties in this Agreement.
    11. Partner Manual. The Partner shall comply and conform to the Partner Manual at all times during the term of this Agreement.
  3. Obligations of Visualsoft
    1. Good faith. Visualsoft must at all material times act in good faith towards the Partner.
    2. Notices of suspension or cessation. Visualsoft shall inform the Partner immediately if Visualsoft suspends or ceases to perform the Services (or any of them) or ceases to offer the Platform (or any part thereof).
    3. Payment of expenses. Visualsoft shall not be responsible for any expenses incurred by the Partner in connection with this Agreement.
  4. Advertising and promotion
    1. Advertising and promotion obligations of Partner. The Partner shall:
      1. be responsible for the advertising and promotion of the Services and the Platform provided that the production and use by the Partner of any advertising materials and promotional literature not provided by Visualsoft shall be subject to the prior written consent of Visualsoft;
      2. observe all directions and instructions given to it by Visualsoft in relation to advertisement and promotion of the Services and the Platform and shall not make any written statement as to the nature or quality of the Services and/or the Platform without the prior written approval of Visualsoft;
      3. conduct its business in a manner that reflects favourably at all times on Visualsoft and the good name, goodwill and reputation of Visualsoft and not enter into any contract or engage in any practice that is or may be detrimental to the interests of Visualsoft; and
      4. avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Visualsoft, the Services, the Platform or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to Visualsoft, the Services or the Platform.
    2. Partner events. The Partner shall, when requested by Visualsoft from time to time, attend, at its own cost, all “partner” events organised by Visualsoft during the term of this Agreement to the reasonable satisfaction of Visualsoft. The Partner acknowledges and agrees that failure to attend such designated “partner” events to Visualsoft’s reasonable satisfaction will give Visualsoft the right to terminate this Agreement and/or cease paying all Commission (without limiting any other rights available to Visualsoft).
  5. Payments
    1. VAT or other sales tax. All sums payable under this Agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.
    2. Set-off. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law or this Agreement).
    3. Interest. If either party fails to make any payment due to the other under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. The interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
  6. Compliance with laws and policies and warranty
    1. Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals and shall indemnify the other party from any failure to do so.
    2. Mandatory Polices.The Partner shall comply with the Mandatory Polices.
    3. Licences.The Partner shall be responsible for obtaining any necessary licences or permits necessary for its activities under this Agreement.
    4. Warranty.Each party represents, warrants and undertakes that it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licences referred to in this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it.
  7. Anti-bribery
    1. Anti-bribery compliance by Partner: The Partner shall:
      1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (”Relevant Requirements”);
      2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK;
      3. comply with the ethics, anti-bribery and anti-corruption policies as Visualsoft or the relevant industry body may implement, supplement and/or update from time to time (”Relevant Policies”);
      4. have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 7.1.2, and will enforce them where appropriate; and
      5. promptly report to Visualsoft any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement.
    2. Compliance by associates of Partner. The Partner shall ensure that any person associated with the Partner who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the Partner in this clause 7 (”Relevant Terms”). The Partner shall be responsible for the observance and performance by those persons of the Relevant Terms and shall be directly liable to Visualsoft for any breach by those persons of any of the Relevant Terms.
    3. Definitions. For the purposes of this clause 7:
      1. The meaning of ”adequate procedures” and ”foreign public official” and whether a person is ”associated” with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
      2. A person associated with the Partner includes but is not limited to any agent, delegate or subcontractor of the Partner.
  8. Data protection
    1. Shared Personal Data.The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers in so far as this is applicable the parties’ respective activities under this Agreement. Each party acknowledges that one party (the ”Data Discloser”) will regularly disclose to the other party (the ”Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
      1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
      2. give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
      3. process the Shared Personal Data only for the Agreed Purposes;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
      6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
      7. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
        1. complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
        2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
    2. Compliance.Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
    3. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
      1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
      2. promptly inform the other party about the receipt of any data subject access request or any request from a data subject to erase or rectify Shared Personal Data and provide the other party with reasonable assistance in complying with any data subject access request;
      3. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
      4. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
      6. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;
      7. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
      8. maintain complete and accurate records and information to demonstrate its compliance with this clause; and
      9. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
  9. Intellectual Property
    1. Acknowledgement of ownership. The Partner acknowledges that Visualsoft’s rights to all of its Intellectual Property included that in the Services, the Platform, the Partner Hub, the Trademarks and in Visualsoft’s business and the goodwill connected with the aforementioned (”Visualsoft’s Intellectual Property”) are Visualsoft’s (or its licensor’s) property and belong, and shall belong at all times during this Agreement, to Visualsoft (or its licensors).
    2. Licence of Intellectual Property.
      1. The Partner accepts that:
        1. it is permitted to use Visualsoft’s Intellectual Property but only for the purposes of and during the term of this Agreement and only as expressly authorised by Visualsoft in this Agreement or otherwise in writing from time to time;
        2. other than to that extent, it has, and shall have, no right to use or to allow others to use Visualsoft’s Intellectual Property (or any part of it);
        3. it shall not seek to register any Visualsoft’s Intellectual Property on its own behalf or on behalf of Visualsoft without Visualsoft’s prior written consent;
        4. it shall not use any trademarks, trade names or get-up which resemble the Trademarks and which would therefore be likely to confuse or mislead the public or any section of the public; and
        5. it shall not remove or alter any Trademarks used in connection with the Services or the Platform and shall not use any trademark or trade name of its own in connection with the Services or the Platform without Visualsoft’s prior written consent.
      2. The Partner agrees, and Visualsoft accepts, that Visualsoft is permitted to use the Partner’s trademarks, tradenames, brands, logos and other similar Intellectual Property (and any other content provided to Visualsoft by the Partner (or on their behalf) or which is otherwise publicly available to Visualsoft) for the purposes of and during the term of this Agreement including, without limitation, for the purposes of holding out the Partner as a “partner” of Visualsoft by any means or channels that Visualsoft shall think fit from time to time (including via the PartnerHub).
    3. IP Infringement. The Partner shall notify Visualsoft of:
      1. any actual, threatened or suspected infringement of any of Visualsoft’s Intellectual Property of which the Partner becomes aware; and
      2. any claim by any third party of which it becomes aware that the supply or advertising, promotion or marketing of the Services infringes any rights (including Intellectual Property) of any other person; and
      3. any claim that the Visualsoft Intellectual Property infringes the Intellectual Property or other rights of any third party.
    4. IP assistance from Partner.The Partner shall, at the request and expense of Visualsoft and on a full indemnity basis (but not otherwise), take all steps that Visualsoft may reasonably require to assist Visualsoft in maintaining Visualsoft’s Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
    5. Indemnity regarding intellectual property. The Partner indemnifies Visualsoft for all loss and expense arising out of or connected with any claim made against Visualsoft for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Visualsoft’s use of any of the Partner’s Intellectual Property in accordance with this Agreement including, without limitation, pursuant to clause 9.2.2 above.
    6. No warranty.Visualsoft makes no representation or warranty as to the validity or enforceability of any of the Visualsoft Intellectual Property nor as to whether the same infringe on any rights (including Intellectual Property) of third parties.
    7. Restrictions.The Partner shall not:
      1. do or authorise any third party to do any act which would or might invalidate or be inconsistent with any of the Visualsoft Intellectual Property and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character;
      2. copy any of the Visualsoft Intellectual Property, the Services, the Platform or the PartnerHub or any part of any of them except to the extent and for the purposes expressly permitted by this Agreement; and
      3. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright (or other rights) on any of the Visualsoft Intellectual Property, the Services, the Platform and/or the PartnerHub (or any part of any of them). The Partner is granted no rights under this Agreement except as expressly stated and Visualsoft expressly reserves all rights in and to the Visualsoft Intellectual Property, the Services, the Platform and the PartnerHub.
    8. Other than the licences expressly granted under this Agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property and the Partner shall have no rights in respect of any of Visualsoft’s Intellectual Property or their associated goodwill, and the Partner hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, Visualsoft.
    9. At the request of Visualsoft, the Partner shall do or procure to be done all such further acts and things (including the execution of documents) as Visualsoft shall require to give Visualsoft the full benefit of this Agreement.
  10. PartnerHub
    1. It is acknowledged and agreed by the Partner that, during the term of this Agreement, the Partner may be listed as a ‘partner’ of Visualsoft on the PartnerHub and Visualsoft’s website(s) and other media channels which shall include, amongst other things, the Partner’s tradenames, trademarks, brands, logo and similar Intellectual Property, details of the Partner and its business and any other information relating to the Partner and/or its business that is provided to Visualsoft by the Partner (or on their behalf) or otherwise publicly available to Visualsoft.
    2. It is acknowledged and agreed by the Partner that third party suppliers that operate the same or a similar business to that of the Partner may be listed on the PartnerHub and Visualsoft’s website(s) and other media channels along with the Partner.
  11. Limitation of liability
    1. Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either party for:
      1. Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. Fraud. Fraud or fraudulent misrepresentation;
      3. Unlawful liability restrictions. Any matter for which it would be unlawful to exclude or restrict liability.
    2. Limitations of liability. Subject to clause 11.1 above:
      1. Exclusions. Visualsoft shall under no circumstances whatever be liable to the Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
        1. any loss of profit, sales, revenue, or business;
        2. loss of anticipated savings;
        3. loss of or damage to goodwill;
        4. loss of agreements or contacts;
        5. loss of use or corruption of software, data or information;
        6. any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
        7. any loss that is an indirect or secondary consequence of any act or omission of Visualsoft.
      2. Total liability under Agreement. The total liability of Visualsoft to the Partner for all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Commission and other payments actually paid to the Partner by Visualsoft in the Year in which the relevant claim arose.
    3. No liability for claims not notified within the relevant time limit. Unless a Partner notifies Visualsoft that it intends to make a claim in respect of an event within the notice period, Visualsoft shall have no liability for that event. The notice period for an event shall start on the day on which the Partner became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  12. Duration and termination
    1. Commencement, initial term, and notice to terminate. This Agreement shall become effective on the Effective Date. Unless terminated earlier in accordance with law or clause 12.2, clause 12.3 or clause 14.1, it shall continue for the Initial Term and after that, until one party gives the other party not less than 3 months’ written notice to terminate this Agreement, such notice to expire on or after the Initial Term.
    2. Termination for cause. Without affecting any other right or remedy available to it, Visualsoft may terminate this Agreement with immediate effect by giving written notice to the Partner if:
      1. the Partner commits a breach of any term of this Agreement, the Technical Partner Agreement, the Partner Manual, the Visualsoft Standard Supply Terms and/or the PartnerHub Terms which breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      2. the Partner repeatedly breaches any of the terms of this Agreement, the Technical Partner Agreement, the Partner Manual, the Visualsoft Standard Supply Terms and/or the PartnerHub Terms in such a manner as to reasonably justify the opinion that the Partner’s conduct is inconsistent with the Partner having the intention or ability to give effect to the terms of this Agreement, the Partner Manual, the Visualsoft Standard Supply Terms and/or the PartnerHub Terms;
      3. the Partner fails to meet the Minimum Sales Target (as a Solutions Partner) for any relevant period or fails to comply with the Partner’s obligations in clause 4.2 above;
      4. the Partner
        1. suspends, or threatens to suspend, payment of its debts;
        2. is unable to pay its debts as they fall due; or
        3. admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      5. the Partner:
        1. commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; or
        2. makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Partner with one or more other companies or the solvent reconstruction of the Partner;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Partner (being a company);
      7. 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 Partner (being a company);
      8. the holder of a qualifying floating charge holder over the assets of the Partner (being a company) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the Partner or a receiver is appointed over the assets of the Partner;
      10. the Partner (being an individual) is the subject of a bankruptcy petition or order;
      11. a creditor or encumbrancer of the Partner attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Partner’s assets and that attachment or process is not discharged within 14 days;
      12. any event occurs, or proceeding is taken, with respect to the Partner in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.4 to clause 12.2.11 (inclusive);
      13. the Partner suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the Partner’s business;
      14. any applicable Technical Partner Agreement is terminated or expires save for where the Partner continues thereafter as a different type of Partner.
      15. there is a change of Control of the Partner or Visualsoft; or
      16. Visualsoft ceases to supply generally the Services and/or the Platform.
    3. Visualsoft may terminate this Agreement at any time by giving the other party not less than 7 days’ written notice to terminate this Agreement. In the event of termination of this Agreement under this clause 12.3, any Commission that is due and payable at such termination or will become due and payable following such termination in respect of a Relevant Contract or Partner Contract entered into prior to such termination will continue to be due and payable, and will continue to become due and payable, in accordance with the terms of this Agreement.
  13. Consequences of termination
    1. Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement which existed at or before the date of termination.
    2. Other consequences of termination. On termination or expiry of this Agreement:
      1. the Partner shall cease all activities under this Agreement;
      2. all licences granted under this Agreement shall immediately terminate;
      3. the Partner shall immediately cease to describe itself as a “partner” of Visualsoft and cease to use any of Visualsoft’s Intellectual Property;
      4. the Partner shall cease to access and use the PartnerHub;
      5. the Partner shall at its own expense within 30 days return to Visualsoft all advertising, promotional, sales or other material and information relating to the Services, the Platform, Visualsoft and/or this Agreement then in the possession of the Partner, or otherwise dispose of the same as Visualsoft may instruct; and
      6. the Partner shall have no claim against Visualsoft for indemnification or compensation, whether for loss of income, loss of agency rights, loss of goodwill or any analogous loss, other than a claim for damages if and to the extent that the termination was a breach of contract by Visualsoft.
    3. Commission and payments. On termination or expiry of this Agreement, all Commission and/or other payments payable by Visualsoft to the Partner will immediately and without exception cease to be so payable save for as provided in clause 12.3 above.
    4. Clauses to survive termination. Subject always to clause 13.3 above, on termination or expiry of this Agreement, any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  14. General
    1. Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this Agreement by giving seven days’ written notice to the affected party.
    2. Assignment and other dealings.
      1. The Partner shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Visualsoft’s prior written consent.
      2. Visualsoft may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
    3. Confidentiality.
      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3.2.
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
        2. as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
      3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
    4. Entire agreement.
      1. This Agreement (and the documents referred to in it including any Technical Partner Agreement) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter (save for any Technical Partner Agreement).
      2. Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement (or the documents referred to in it including any Technical Partner Agreement). Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement (or the documents referred to in it including any Technical Partner Agreement).
    5. Waiver.A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
      1. waive that or any other right or remedy; or
      2. prevent or restrict the further exercise of that or any other right or remedy.
    6. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
    7. Notices.
      1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address specified in this Agreement or as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered
        1. personally;
        2. sent by pre-paid first-class post or other next working day delivery service;
        3. by commercial courier; or
        4. by email.
      2. A notice or other communication shall be deemed to have been received:
        1. if delivered personally, when left at the address referred to in clause 14.8.1;
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
        3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
        4. if sent by email, one Business Day after transmission.
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    8. Third party rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
    9. Governing law.This Agreement, 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.
    10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

PART 3: COMMUNITY PARTNER CONDITIONS

This Part 3 governs our general relationship with you as a partner of Visualsoft and applies if and to the extent that you are designated as a ‘community partner’.

  1. Appointment
    1. Appointment. Visualsoft appoints the Partner on a non-exclusive basis to identify Prospective Clients for Visualsoft and to make Introductions of such persons on the terms of this Agreement.
    2. Duties of Partner.
      1. Introductions. The Partner shall use its best endeavours to make Introductions of Prospective Clients; and
      2. Reports. The Partner shall report in writing to Visualsoft from time to time on progress made with Prospective Clients.
    3. Limited scope of authority.Save as expressly permitted by this Agreement:
      1. No authority to bind. The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Visualsoft in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.
      2. No authority to contract or negotiate. The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Visualsoft, including for the provision of the Services or the Platform or the price for them, and shall not negotiate any terms for the provision of the Services or the Platform with Prospective Clients.
    4. Obligation to disclose limits on authority. The Partner must disclose to each Prospective Client that it represents Visualsoft and that it has no authority or ability to negotiate or vary the Services, the Platform or the terms of the Services or the Platform or enter into any contract on behalf of Visualsoft (unless otherwise permitted by this Agreement).
    5. Consequential introductions. Where a Prospective Client is Introduced by the Partner and the Prospective Client then introduces Visualsoft to a third party who purchases Services or the Platform from Visualsoft, the Partner shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Visualsoft.
    6. Freedom of Visualsoft not to pursue Introductions. Visualsoft shall be under no obligation to:
      1. follow up any Introduction made by the Partner; or
      2. enter into a Relevant Contract.
    7. Sales volume reports. The Partner shall keep Visualsoft fully and promptly informed of its activities under this Agreement specifically so that Visualsoft is able to plan in advance to meet all Prospective Clients’ and Partner Customers’ requirements in a timely manner.
    8. Order reports. The Partner shall inform Visualsoft promptly of any order or enquiry concerning the Services or the Platform received which the Partner does not follow up on for any reason.
    9. After-sales reports. The Partner shall inform Visualsoft promptly of any complaint or after-sales enquiry concerning the Services or the Platform received by the Partner.
  2. Commission and payment
    1. Commission entitlement. The Partner shall be entitled to Commission if a Prospective Client Introduced by the Partner enters into a Relevant Contract.
    2. Commission rate. The amount of Commission payable shall be the Commission Percentage of Visualsoft’s Net Revenue in respect of any Relevant Contract.
    3. No Commission where commission payable to previous agent. Where the Partner is appointed as a successor to a ‘partner’ or other agent of/for Visualsoft for the Introducing of Prospective Clients, and that previous agent is entitled to commission after the appointment of the Partner under this Agreement, the Partner accepts that it is not entitled to any commission for those Introductions, notwithstanding that they were made after its appointment under this Agreement, and undertakes not to seek any commission for those transactions.
    4. Time when Commission is credited to the Partner.
      1. Commission shall be credited to the Partner (by way of a credit in their account on the PartnerHub) as soon as and to the extent that Visualsoft receives for immediate value from or on behalf of the Prospective Client payments under the Relevant Contract.
      2. Where the Relevant Contract provides for payment by instalments, a proportionate part of the Commission shall be credited to the Partner (in the way set out above in clause 2.4.1) as soon as those instalments are received for immediate value by Visualsoft, that proportion being equivalent to the proportion which those instalments bear to the total contract value of the Relevant Contract.
    5. Time for payment of Commission. The Partner shall be able to request payment of all Commission credited to the Partner as described in clause 2.4 above whenever the amount of credited Commission exceeds the Commission Threshold and, subject to receipt of that request, Visualsoft shall pay the Partner the credited Commission by no later than the end of the calendar month following calendar month within which the request has been made. If requested by Visualsoft, the Partner will issue an invoice to Visualsoft (in a form suitable for VAT purposes) for the Commission due to the Partner from Visualsoft.
    6. Currency of commission payment. In the absence of contrary agreement, Commission shall be paid to the Partner in £GBP (sterling).
    7. Disputes regarding Commission. If any dispute arises as to the amount of Commission payable by Visualsoft to the Partner, the same shall be referred to Visualsoft’s auditors or accountants for settlement and their certificate shall be final and binding on both parties.
    8. Commission payments. If the Partner collects any payments from a Prospective Client in respect of a Relevant Contract, the Partner shall transfer to Visualsoft all such sums collected without any deduction.
    9. Partner is trustee for sums due to Visualsoft. If the Partner collects any payments from a Prospective Client in respect of a Relevant Contract, the Partner shall:
      1. collect and hold as trustee in a separate bank account all monies due to Visualsoft for any sales or otherwise (except for any transferred directly by the Prospective Client to Visualsoft);
      2. transfer the same to Visualsoft without deduction pursuant to clause 2.8; and
      3. shall account on demand to Visualsoft for any interest earned on credit balances from time to time in that account.
    10. Accounts and records. Each party shall keep separate accounts and records giving correct and adequate details of all enquiries received and transactions conducted by the Partner relevant to this Agreement, and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all those accounts and records and to take copies of them. For the avoidance of doubt, all rights in those records (including without limitation database right and copyright) shall belong to Visualsoft.

PART 4: SOLUTIONS PARTNER CONDITIONS

This Part 4 governs our general relationship with you as a partner of Visualsoft and applies if and to the extent that you are designated as a ‘solutions partner’.

  1. Appointment
    1. Visualsoft hereby appoints the Partner as its non-exclusive agent to:
      1. to promote the sale of the Services and the Platform on behalf of Visualsoft on the terms of this Agreement, and the Partner accepts the appointment on those terms;
      2. introduce potential Partner Customers (as defined below) to Visualsoft;
      3. if expressly authorised in writing, from time to time, by Visualsoft to negotiate and/or conclude contracts for the sale of the Services and the Platform in the name of Visualsoft but only on Visualsoft’s Standard Supply Terms, unless specifically authorised otherwise by Visualsoft under clause 4); and
      4. save as specifically provided to the contrary in this Agreement, to administer, monitor and comply with each Partner Contract on Visualsoft’s behalf (as if the Partner was named as Visualsoft in the relevant Partner Contract) either through the PartnerHub or Platform (in so far as the functionality of the PartnerHub and/or the parts of the Platform to which the Partner has access allow the Partner to do so (from time to time)) or through Visualsoft itself (where the functionality of the PartnerHub and/or the parts of the Platform to which the Partner has access does not allow the Partner to do so) and do all such other acts and things reasonably required by Visualsoft in connection with each Partner Contract.
    2. Notwithstanding anything else contained in this Agreement, the Partner shall have no authority to, and shall not, collect any payments due from any Partner Customer in relation to any Partner Contract.
    3. The Partner shall not sell any Services and/or the Platform through a sales agent or to a sub-distributor or reseller without the prior express written permission of Visualsoft.
    4. Visualsoft shall use its reasonable commercial endeavours to perform such acts and provide the Partner with such assistance as is required by the Partner in complying with its obligations in clause 1.1.4.
    5. The Partner shall indemnify Visualsoft against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Visualsoft arising out of or in connection with:
      1. any non-performance, negligent performance or breach of any Partner Contract by the Partner (on behalf of Visualsoft in accordance with clause 1.1.4 above);
      2. any act or omission of the Partner in connection with any Partner Contract; and/or
      3. any Partner Contract or any claim made by a Partner Customer in connection therewith.
      save for where any of the aforementioned is wholly caused by or wholly attributable to any breach, or negligent or non-performance, of this Agreement by Visualsoft.
    6. Sales volume reports. The Partner shall keep Visualsoft fully and promptly informed of its activities under this Agreement specifically so that Visualsoft is able to plan in advance to meet all Prospective Clients’ and Partner Customers’ requirements in a timely manner.
    7. Order reports. The Partner shall inform Visualsoft promptly of any order or enquiry concerning the Services or the Platform received which the Partner does not follow up on for any reason.
    8. After-sales reports. The Partner shall inform Visualsoft promptly of any complaint or after-sales enquiry concerning the Services or the Platform received by the Partner.
  2. Sale of Services
    1. List prices or rates. All contracts for the supply of the Services and the Platform negotiated, concluded and/or performed by the Partner in the name, and on behalf, of Visualsoft (“Partner Contracts” and each a “Partner Contract”) shall be on Visualsoft’s Standard Supply Terms, at the Visualsoft’s then current prices and created and concluded via the PartnerHub (if applicable).
    2. Limited authority. For the avoidance of any doubt, save for expressly provided herein, the Partner has no authority (and shall not hold itself as having any authority) to sign, execute or bind Visualsoft to any contract, agreement, arrangement or similar including any Partner Contract. All Partner Contracts concluded by the Partner in accordance with clause 1.1.3 above must be concluded through the PartnerHub.
    3. Notice to customers of standard terms. The Partner shall, in the course of dealing with customers for the Services and the Platform (“Partner Customers” and each a “Partner Customer”), bring to their notice Visualsoft’s Standard Supply Terms, so as to incorporate them into the relevant Partner Contract.
    4. Limits on representations regarding Services. The Partner shall not, without Visualsoft’s prior written consent, make or give any representations, warranties or other promises concerning the Services or the Platform beyond those contained in Visualsoft’s Standard Supply Terms.
    5. Visualsoft shall not withdraw or make any material change to the Services and/or the Platform (that has or may have a material detrimental effect on the operation of any Partner Contract on the part of the Partner Customer) without first discussing such change with the Partner and attempting to agree a solution whereby the Partner Contract can continue to be operated in accordance with its terms either by Visualsoft or the Partner directly.
    6. Visualsoft will, at all times, act in good faith towards the Partner for the purposes of this Agreement and in particular will not do anything, or omit to do anything, in bad faith with the sole intention of circumventing the payment of any Commission to the Partner or disrupting the Partner’s business activities.
  3. Commission and payments
    1. Commission. Visualsoft shall (subject always to the Partner performing its obligations under this Agreement) pay to the Partner a commission equal to the Commission Percentage of the Net Revenue in respect of each Partner Contract.
    2. Time when Commission is credited to the Partner.
      1. Commission shall be credited to the Partner (by way of a credit in their account on the PartnerHub) as soon as and to the extent that Visualsoft receives for immediate value from or on behalf of the Prospective Client payments under the Relevant Contract.
      2. Where the Relevant Contract provides for payment of the price by instalments, a proportionate part of the Commission shall be credited to the Partner (in the way set out above in clause 2.4.1) as soon as those instalments are received for immediate value by Visualsoft, that proportion being equivalent to the proportion which those instalments bear to the total contract value of the Relevant Contract.
    3. Time for payment of Commission. The Partner shall be able to request payment of all Commission credited to the Partner as described in clause 2.4 above whenever the amount of credited Commission exceeds the Commission Threshold and, subject to receipt of that request, Visualsoft shall pay the Partner the credited Commission by no later than the end of the calendar month following calendar month within which the request has been made. If requested by Visualsoft, the Partner will issue an invoice to Visualsoft (in a form suitable for VAT purposes) for the Commission due to the Partner from Visualsoft.
    4. Currency of commission payment. In the absence of contrary agreement, Commission shall be paid to the Partner in £GBP (sterling).
    5. Disputes regarding commission. If any dispute arises as to the amount of Commission payable by Visualsoft to the Partner, the same shall be referred to Visualsoft’s auditors or accountants for settlement and their certificate shall be final and binding on both parties.
    6. Commission payments. If the Partner collects any payments from any Partner Customer in respect of any Partner Contract, the Partner shall transfer to Visualsoft all such sums collected without any deduction.
    7. Partner is trustee for sums due to Visualsoft. If the Partner collects any payments from any Partner Customer in respect of any Partner Contract, the Partner shall:
      1. collect and hold as trustee in a separate bank account all such monies;
      2. transfer the same to Visualsoft without deduction pursuant to clause 4.6; and
      3. shall account on demand to Visualsoft for any interest earned on credit balances from time to time in that account.
    8. Accounts and records. Each party shall keep separate accounts and records giving correct and adequate details of all enquiries received and transactions conducted by the Partner in relation to this Agreement and separate files of vouchers, invoices and receipts relevant to this Agreement, and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all those accounts and records and to take copies of them. For the avoidance of doubt, all rights in those records (including without limitation database right and copyright) shall belong to Visualsoft.
    9. Minimum Sales Target. In the event that the Partner fails to achieve the Minimum Sales Target in any relevant period or fails to comply with clause 4.2 of Part 2 of this Agreement, Visualsoft shall have the right (but not the obligation), exercisable in its absolute and sole discretion, to cease to pay all Commission to the Partner referable to any Partner Contract made before the time the Partner failed to achieve the relevant Minimum Sales Target or failed to comply with clause 4.2 of Part 2 of this Agreement (as the case may be). In such event Visualsoft shall send written notice of such fact to the Partner.

PART 5: Definitions and interpretation

  1. Definitions and interpretation

    The following definitions and rules of interpretation apply in this Agreement.
    1. Definitions:

      "Heightened Cybersecurity Requirements"

      "Agreed Purposes"

      the purposes of this Agreement, any activities thereunder and any matter required or desirable under any Partner Contract or Relevant Contract arising out of or in connection with this Agreement (or any matter ancillary or incidental to any of the aforementioned). 

      "Business Day"

      a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

      "Commission"

      any commission payable to the Partner by Visualsoft under this Agreement. 

      "Commission Percentage"

      the commission percentage communicated to the Partner by Visualsoft from time to time (and as updated, supplemented, retracted or amended from time to time by Visualsoft) whether via the PartnerHub or otherwise.

      "Commission Threshold"

      £500 (five hundred pounds sterling) or such other amount as stipulated by Visualsoft from time to time.

      "Control"

      the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise.

      "Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures"

      as set out in the Data Protection Legislation in force at the time.

      "Customer"

      any customer of the Partner who becomes an Introduction, enters into a Relevant Contract or enters into a Partner Contract. 

      "Data Protection Legislation"

      all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) ("GDPR") and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

      "Effective Date"

      the date this Agreement is accepted by the Partner. 

      any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Partner relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

      "Initial Term"

      24 months or such other period as is communicated to the Partner by Visualsoft at the Effective Date. 

      "Intellectual Property"

      patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      "Introduction"

      the provision to Visualsoft of the contact details of an employee at a Prospective Client who knows one or more individuals at the Partner and is of sufficient seniority to authorise or recommend the purchase of the Services or the Platform from Visualsoft by the method, and in the form, required by Visualsoft as notified to the Partner by Visualsoft from time to time including via the PartnerHub. "Introduce", "Introduces", and "Introduced" shall be interpreted accordingly.

      "Introduction Date"

      for each Prospective Client, the date during the term of this Agreement on which the Partner first Introduces such Prospective Client to Visualsoft.

      "Introduction Period"

      for each Prospective Client, the 6-month period from the Introduction Date.

      "Mandatory Polices"

      Visualsoft's mandatory policies and procedures (as the same may be implemented, supplemented, updated or amended from time to time) as notified to the Partner from time to time including via the PartnerHub.

      "Minimum Sales Target"

      any minimum sales target or similar communicated to the Partner by Visualsoft from time to time (and as updated, supplemented, retracted or amended from time to time by Visualsoft) whether via the PartnerHub or otherwise. If no such minimum sales target or similar is so communicated, it shall be deemed to be, in relation to each Year, four (4) Introductions (one (1) per Quarter) that lead to a Relevant Contract or four (4) Partner Contracts (one (1) per Quarter) entered into by the Partner and a Partner Customer.

      "Net Revenue"

      the relevant minimum payment amount (but, for the avoidance of any doubt no excess of that amount) actually paid to Visualsoft or the Partner (as the case may be) by (i) a Partner Customer pursuant to a Partner Contract for the duration of the Partner Contract or (ii) a Prospective Client under a Relevant Contract for the first 12 months of the relevant Relevant Contract less:

      1. any value added or other sales tax thereon included in the price;

      2. any discounts, rebates or refunds;

      3. and any out of pocket expenses incurred by Visualsoft in connection with the relevant Partner Contract or Relevant Contract.

      "Partner"

      the person, firm, company or other legal entity that registers to become a partner of Visualsoft and agrees to be bound by this Agreement. 

      "PartnerHub"

      the online portal to which partners of Visualsoft have access to and use of whilst they remain a partner of Visualsoft (as retracted, implemented, supplemented, updated or amended from time to time by Visualsoft). 

      "Partner Manual"

      the document named the ‘Partner Manual’ (if any and as the same may be retracted, implemented, supplemented, updated or amended and notified to the Partner from time to time) provided or otherwise made available to the Partner by Visualsoft from time to time (whether via the PartnerHub or otherwise).

      "Permitted Recipient"

      the parties to this Agreement, the employees of each party and any third parties engaged to perform obligations in connection with this Agreement or the Services or the Platform.

      "Platform"

      the ‘VS platform’ and related software and other Intellectual Property owned by and/or licensed to Visualsoft (as retracted, implemented, supplemented, updated or amended from time to time) on which Visualsoft builds, maintains, operates and provides other relevant services to or in relation to the websites of its customers.

      "Prospective Client"

      a person, firm, company or other legal entity to whom Visualsoft has not at any time previously provided the Services, the Platform or any other goods or services and with whom Visualsoft has not been in bona fide negotiations to provide the Services (or any other goods or services) in the 24 months before the Introduction Date.

      "Quarter"

      each period of three calendar months commencing on the Effective Date. 

      "Relevant Contract"

      a contract for the supply of Services and the Platform entered into during the Introduction Period between Visualsoft and a Prospective Client who was Introduced by the Partner.

      "Services"

      the services of the type and specification supplied by Visualsoft from time to time but excluding (i) any services which Visualsoft ceases to supply or (ii) any services which Visualsoft confirm, by express notice in writing to the Partner, do not form part of the Services for the purposes of this Agreement from time to time.

      "Shared Personal Data"

      the personal data to be shared between the parties under this Agreement.

      "Sign-up"

      the point the Partner registers to become a partner of Visualsof whether via the PartnerHub or otherwise.

      "Virus"

      anything or device (including any software, code, file or programme) which may:

      1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; 

      2. prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or 

      3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

      "Visualsoft"

      Visualsoft Limited (Company No. 03655545).

      "Visualsoft's Standard Supply Terms"

      Visualsoft's standard terms and conditions of business in respect of the supply of the Services and the Platform (as the same may be implemented, supplemented, updated or amended from time to time).

      "Vulnerability"

      a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be construed accordingly.

      "Year"

      the period of 12 months from the Effective Date and each consecutive period of 12 months after that during the period of this Agreement.

    2. Party. A reference to a party or the parties shall be to the Partner, Visualsoft or both the aforementioned together (as the context requires) being a party to, or the parties to, this Agreement.
    3. Headings.Clause headings shall not affect the interpretation of this Agreement.
    4. Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
    5. Clauses. References to clauses are to the clauses of this Agreement.
    6. Visualsoft. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    7. Singular and plural. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
    8. Gender. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    9. Personal representatives, successors, and permitted assigns. This Agreement shall be binding on, and for the benefit of, the parties to this Agreement and their respective personal representatives, successors, and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
    10. Amended legislation. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    11. Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    12. Writing and written. A reference to writing or written includes e-mail but not fax.
    13. Negative obligations. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    14. Include, and similar expressions. Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    15. Parts. A reference to a Part is the relevant Part of this Agreement.