This Agreement is made today between:
(i) My Legal Club Limited, a company registered in England and Wales with company number 09750088 whose registered office is at 1st Floor 20 Chapel Street, Liverpool, L3 9AG ('the Organisation'); and
The Affiliate ('the Affiliate’) registering via the Organisation.
Definitions and interpretation
In this Agreement the following words shall mean:
The person, party, business or entity which is using the affiliate link provided by the Organisation. The Affiliate confirms they have no previous convictions, have never been warned off, prosecuted, fined or disciplined by any regulator, not limited to but including (the FCA, the SRA, the MOJ, the CMR). The Affiliate warrants, undertakes and guarantees that no breach of data, GDPR, cold calling, spam email, unsolicited communications or other breaches shall occur and the Affiliate is solely responsible for any sanctions and fines, and shall indemnify the Organisation accordingly)
a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
Sales cancelled by Customers during an extension to the normal cancellation period for that Sale under the laws regulating distance selling where that extension resulted from a failure by the Organisation to comply with such laws.
the amount payable by the Organisation to the Affiliate in respect of each Sale
A paying customer after any free trial period has expired where successful payment(s) have been made and received, either, a business who purchases a monthly membership subscription from the Organisation Site, and/or an individual who purchases a subscription.
Date of registration
a facility operated by a payment facility provider enabling a Customer to pay by standing order, direct debit, or credit or debit card (or similar method) to buy the Products.
An introduction must only be made where the subscription relates to a business subscription only. Schedule 1, this definition, and this agreement as a whole, apply if the Affiliate wishes to refer businesses to the Organisation. Introductions must be made in first instance via email to email@example.com and include in the ‘cc’ section of the email the contact and account name of the Customer. The Customer must not be a former customer in the last 12 months, a current Customer, or a Customer whom has entered communication with the Organisation regarding a potential sale by the Organisation within the last 90 days.
The Marks, the Logo and all copyrights (including any such rights in typographical arrangements, websites or software), database rights, source code and object code, rights in design, rights in trade marks (whether registrable, registered or otherwise), patents and rights to apply therefor, know-how and all other related rights whatsoever and in any country vested in the Organisation and in, and relating to, the Organisation Site.
a logged digital connection between the Organisation Site and the Affiliate Site which is facilitated by the Organisation.
the Organisation logo as notified by the Organisation to the Affiliate from time to time enabling a Visitor to the Affiliate Site to access the Link.
the word mark device including logo in speech-marks, the logo name, and the name itself are registered trademarks or any other device mark relating thereto and any other trademark of the Organisation (whether registered, owned or licensed by the Organisation).
My Legal Club Limited (including any trading styles)
the website www.mylegalclub.co.uk or any other domain or sub-domain as is notified by the Organisation to the Affiliate from time to time.
the Organisation and the Affiliate, and 'Party' shall be construed accordingly.
the price paid by a Customer in respect of any Sale, exclusive of any applicable VAT or other sales tax.
- Company monthly membership subscriptions with the Organisation. The membership is suitable for any business regardless of sector and size of business. There is a list of companies which cannot be contacted due to existing relationships. No contact must be made with any of the businesses listed in Schedule 1. The Affiliate offers a guarantee and indemnity to the Organisation in the event of any contact being made by the Affiliate, and/or any agent or servant of the Affiliate, and the companies, including any personnel employed by a company, listed in Schedule 1. Additional companies / entities can be added by the Organisation via email to the Affiliate, to be complied with immediately.
- Individual subscriptions with the Organisation.
'Record of Cancelled Sales'
a record of any Cancelled Sales in a month prepared at the end of that month by the Organisation.
a report available via the affiliate user login, or in the event of any failure of the software, a report prepared at the end of each month detailing in respect of that month the total number of Sales and identifying the Customers to whom such Sales were made and specifying the Commission payable (if any) to the Affiliate.
a sale of Products or a Product to a Customer as a direct result of that Customer accessing the Organisation Site via the Link or as a result of an introduction. A sale is NOT a Customer signing up to a free trial and is only classed as a Customer once the membership has converted to a paying membership and payments are received by the Organisation.
any person accessing the Organisation Site via the Link or introduction.
the names, email addresses, contact details and other information collected from Visitors by the Organisation.
Headings in the Agreement are for convenience only and shall not affect its construction.
References in the Agreement to clauses or schedules are to clauses and schedules of the Agreement.
Words denoting the singular shall, unless otherwise specified, include the plural and vice versa and words denoting any gender shall include all genders.
The Organisation is a regulated and authorised for claims management activities by the FCA.
The Parties have agreed that the Affiliate shall be an Affiliate of the Organisation for the purpose of the Products (as defined in the definitions) in the Territory.
The Organisation and the Agent have agreed this is a non-exclusive agreement and that the Organisation has one or more Agents.
The Link / Introductions
- The Affiliate may operate using an affiliate link in accordance with the additional terms of this agreement.
- Affiliates using the Link:
The Affiliate shall ensure that, upon using or accessing the Link, every Visitor is made aware that they are leaving the Affiliate Site and entering the Organisation Site.
- Affiliates using email introduction (business customers only)
The Affiliate may send to any prospective business Customer the links and content available on the Organisation’s site in order that they understand the benefits of the service.
The Organisation can only offer a free trial period to businesses AFTER an introduction has been made to the Organisation via firstname.lastname@example.org
The Organisation reserves the right to amend or cancel any free trial period.
The Affiliate must include within the email to the Organisation the contact details of the prospective Customer, ensuring all the while compliance with existing rules regarding opt ins, GDPR, electronic marketing etc. The contact person at the business must be a decision maker or someone in senior management.
Duties and obligations of the Parties
The Organisation shall:
provide and maintain the Organisation Site offering Products for sale provided that the Organisation shall be entitled in its absolute discretion to modify or withdraw the Products or any of them or to suspend the sale of the Products or any of them;
ensure that the Organisation Site does not contain any misleading, inaccurate, unlawful, defamatory, abusive, threatening or obscene content;
not offer anything of an illegal or immoral nature;
comply with and ensure that the Organisation Site is compliant with all applicable laws regulating the supply of goods, services and digital content online; and
comply with and ensure that the Organisation Site is compliant with all applicable data protection laws regulating the protection of Visitor Information.
Be free to amend the pricing of the Products as they so please. Any existing, and/or future, commission payments due under this agreement will be subject to any amended pricing.
Be free to amend the commission rates via written notice. This will not be applied retrospectively unless the Affiliate has not complied with the terms of this agreement.
The Affiliate shall:
provide and maintain any Affiliate Site;
provide and maintain any Affiliate Site and ensure that the Affiliate Site complies with the performance and quality standards set out in the Agreement;
not display or use any Link in a manner that causes the Organisation Site or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the Organisation Site, or otherwise incorporate Organisation Site content into a third-party website;
not alter, block or otherwise prevent display of any content of the Organisation Site;
ensure that the Affiliate Site does not contain any misleading, inaccurate, unlawful, defamatory, abusive, threatening or obscene content;
not offer anything of an illegal or immoral nature on the Affiliate Site; and
comply with and ensure that the Affiliate Site is compliant with all applicable data protection laws regulating the protection of Visitor Information.
Not cold call, door knock, text message, or market businesses contrary to existing FCA, ICO, GDPR regulations.
- use or communicate only such advertising, promotional and selling materials as are approved in writing by the Organisation OR present on www.mylegalclub.co.uk;
- not market, advertise or perform any regulated activity in respect of advertising for claims in accordance with the FCA claims management rules
- bear all costs and expenses incurred in performing their obligations under this Agreement.
- comply with the anti-bribery obligations
- not do anything that may interfere with the development of the Organisations trade in the Territory;
- not have the right to bind the Organisation to any contract and no order taken by the Affiliate shall be binding on the Organisation unless accepted by the Organisation.
- in any way pledge the credit of the Organisation or hold himself out as having the right to pledge the credit of the Organisation;
- accept any money on behalf of the Organisation nor enter into any compromise or agreement with any of the Organisation’s customers, suppliers, agents, staff or any other party whatsoever;
- make contracts or incur debts or other obligations on behalf of the Organisation.
- comply with all UK and national rules, not limited to but including, affiliate and social media promotions.
- NOT introduce businesses listed in Schedule 1 of this agreement to any business membership offered by My Legal Club.
Nothing in the Agreement grants either Party exclusive rights in relation to the other Party. Either Party is entitled to enter into similar arrangements with third parties during the continuance of the Agreement.
In consideration of introductions to the Organisation (via link or email) by the Affiliate, the Organisation shall pay to the Affiliate:
For business Customers, the Commission in respect of all Sales of 20.00% (twenty percent) of the Price inclusive of VAT on this sum.
For individual Customers, the Commission in respect of all Sales of 20.00% (twenty percent) of the Price inclusive of VAT on this sum
The Commission is limited to the first 12 months of membership subscription by the Customer. Any / all payments thereafter are not applicable to this agreement and no such commission shall be payable.
Any payment, and payment dates, are subject to the correct invoice being submitted to email@example.com
Commission only relates to each original introduced Customer. If the introduced Customer introduces additional Customers then there shall be no liability to the Affiliate for any payments in respect of the additional business introduced by the original Customer. In addition, if the Customer secures a free membership via any referral program, the Affiliate shall continue to receive the commission due under this agreement relating to the original Customer, and no commission shall be payable in respect of the additional businesses introduced by the original Customer.
The Organisation shall:
Maintain a record of each Sale and, in respect of each Sale, the date of that Sale, the identity of the Customer and the amount paid by the Customer.
Maintain a Record of Cancelled Sales stating the date of that Sale, date of cancellation, identity of the Customer, the amount paid, or which would have been paid by the Customer, had it not been cancelled.
Within 28 days after the end of each month, send a Payment to the Affiliate in pounds sterling. Upon request by the Affiliate a Report with a Record of Cancelled Sales may be sent to the Affiliate within 28-days of request.
There is no liability upon the organisation to pay commission unless the Organisation is in receipt of cleared funds from the Customer, e.g. the Customer may not pay the Organisation due to several reasons, not limited to but including:
- Entering an insolvency (e.g. administration, liquidation);
- Fails to pay a monthly payment (until such time as the arrears are met)
- Raises a dispute in respect of service and places on hold / cancels all direct debit payments
Pay interest to the Affiliate at a rate of 2.00% per annum on any balance of the Commission which remains unpaid after the 28-day period mentioned above.
Pay interest to the Affiliate at a rate of 2.00% per annum on any balance of the amount claimed by the Affiliate which remains unpaid 28 days after the Affiliate has notified the Organisation of its claim to this amount.
The Affiliate will deliver to the Organisation a receipt or acknowledgement for each amount paid within 10 days of such payment being made.
The Organisation shall advise the Affiliate and may deduct from subsequent payments of Commission, or seek a refund, on any overpayment of Commission made if the Organisation:
suffers a charge-back under a Facility; or
makes a refund to a Customer of the Price paid by that Customer or any part thereof.
The Organisation shall keep proper records and books of account detailing the number of Sales and Cancelled Sales. Such records and books shall be kept separate from any records and books not relating solely to the Sales or Cancelled Sales and be open at all times to inspection and audit by the Affiliate (or its duly authorised agent or representative), who shall be entitled to take copies of or extracts from the same. If such inspection or audit should reveal a discrepancy between the Commission, amount claimed on Cancelled Sales and interest payable under the Agreement, and the Commission, amount claimed on Cancelled Sales and interest paid, the Affiliate shall immediately notify the Organisation of the discrepancy. Where such discrepancy constitutes:
A shortfall in the Commission, and/or interest paid to the Affiliate, the Organisation shall reimburse the Affiliate for such shortfall and for any professional charges incurred for such audit or inspection.
An overpayment of the Commission, and/or interest by the Organisation paid to the Affiliate, the Affiliate shall reimburse the Organisation for such overpayment.
There will be no liability to the Affiliate if a Customer is unable, or refuses, to proceed with the purchase for any reason, not limited to but including, unavailability of the site, a failure in the software used to sign up new Customers, a failure in customer service or the third party products provided.
Intellectual property rights
The Affiliate acknowledges that the IPR is the property of the Organisation.
The Organisation hereby grants to the Affiliate a non-exclusive, worldwide, royalty-free licence to use the IPR on the Affiliate Site solely for the purposes of providing and promoting the Link, marketing the Products and carrying out any other obligations under the Agreement.
Nothing in the Agreement gives the Affiliate any right, title or interest in the IPR and the Affiliate may only use such IPR as is expressly detailed in the Agreement.
The Affiliate will not use the Marks in any way without the prior written approval of the Organisation and will not claim any right of property therein, register, cause to be registered or apply for registration of a materially similar trademark or imitation of the Marks.
Each Party agrees to keep confidential all information concerning the business or affairs of the other.
This obligation will not apply in the case of:
any disclosure required by law, statute, regulation or any public stock exchange;
information that is already publicly available; or
information disclosed with the prior written consent of the Party to whom such information belongs.
Without prejudice to any other rights or remedies which may be available, the Parties acknowledge and agree that in the event of a threatened or actual breach of this clause by one Party, the other Party shall, without proof of special damage, be entitled to an injunction or other equitable (whether interim or otherwise) or any equivalent remedy for any such threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which that Party may be entitled.
The obligations of the Parties under the provisions of this clause shall survive the expiry or the termination of the Agreement for whatever reason.
Each of the Parties warrants to the other that they shall perform their respective obligations in the Agreement and that they are not in breach of any other agreement to which they are party by entering into the Agreement.
The Organisation warrants that:
it has full corporate right and authority to enter into the Agreement;
it has all necessary licences, consents and permissions required for it lawfully to sell the Product;
the Product complies with all relevant regulations;
it owns or has a right to use all IPR; and
the Organisation Site complies with all applicable laws, government rules and regulations and industry codes including (without limitation) those with respect to data protection and advertising.
- The Affiliate warrants that:
- It will comply with all requirements imposed within this agreement;
- No contact will be made with any of the businesses listed in Schedule 1. The Affiliate offers a guarantee and indemnity to My Legal Club in the event of any contact being made by the Affiliate, and/or any agent or servant of the Affiliate, and the companies, including any personnel employed by a company, listed in Schedule 1. Additional companies / entities can be added by the Organisation in writing to the Affiliate, to be complied with immediately.
Indemnity and liability
Each Party shall indemnify and hold the other and the other’s officers and employees harmless from and against all liabilities, losses, damages, costs and expenses in relation to any claims or actions relating to or arising out of either the Affiliate (in the case of liability of or loss to the Organisation) or the Organisation (in the case of liability of or loss to the Affiliate) or any breach by the indemnifying Party of the terms of the Agreement.
The indemnity clause includes, without limitation,
any claim in contract or tort including negligence,
any claim for defamation, obscenity or breach of privacy,
any actual or alleged infringement of a third party's intellectual property rights, and
any indirect or consequential losses of revenue, business contracts, anticipated savings or profits.
Nothing shall restrict or limit either Party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
Nothing in the Agreement shall be construed to exclude or limit any liability of either Party for fraudulent misrepresentation, or for death or personal injury resulting from the negligence of that Party, their servants and/or agents.
The Agreement shall continue for an initial period of 1 year from the Effective Date and after that date unless or until terminated by either Party giving to the other not less than 1 months' notice in writing.
Anti – Bribery
- comply with any and all applicable laws, statutes, regulations and rules relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (Relevant Requirements);
- promptly report to the Organisation any request or demand for any undue financial or other advantage of any kind received by the Agent in connection with the performance of this agreement;
The Agreement may be immediately terminated by either Party if the other:
commits a breach of any of the provisions of the Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 28 days after receipt of a written notice giving details of the breach and requiring the same to be remedied;
ceases, threatens to cease or otherwise takes steps to cease to carry on the whole or any material part of its business;
gives notice to any of its creditors that it has or may suspend payment;
is unable to pay its debts;
is the subject of an order or resolution for its winding up or administration (other than for solvent reconstruction or amalgamation);
is the subject of a bankruptcy order;
makes any assignment for the benefit of creditors or makes any arrangement or composition with its creditors generally;
has a receiver appointed for all or any part of its assets; or
takes or suffers any similar action in consequence of debt.
Upon termination of the Agreement for whatever reason, the Affiliate and the Organisation shall remove the Link and the Affiliate shall cease all use of the Logo and the IPR, including the Marks on the Affiliate Site.
Termination of the Agreement shall be without prejudice to the rights and remedies of the Parties accrued before the termination.
All provisions expressed to survive the Agreement, or which by implication are intended to come into or continue in force on or after termination, shall remain in full force and effect.
Neither Party shall be deemed to be in breach of the Agreement or otherwise liable to the other Party for any delay in performance or any non-performance of any obligations under the Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that Party ('an event of force majeure').
The Party relying on the above clause shall promptly notify the other Party of the nature and extent of the circumstances giving rise to the event of force majeure.
If the event of force majeure in question prevails for a continuous period in excess of 28 after the date on which it began, the other Party may give notice to the affected Party terminating the Agreement. The notice to terminate must specify the termination date, which must be not less than 30 days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the Agreement will terminate on the termination date set out in the notice. Neither Party shall have any liability to the other in respect of termination of the Agreement due to an event of force majeure, but rights and liabilities that have accrued prior to termination shall not be affected.
Each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of the Agreement and any other agreement incidental to or referred to in the Agreement.
A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which it is given.
No failure or delay on the part of any Party in exercising any right, power or privilege under the Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of any other right, power or privilege.
No breach of any provision of the Agreement shall be waived or discharged except with the express written consent of the Parties.
If any provision of the Agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from the Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of the Agreement, the Parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the Parties.
Any notice of any court proceedings shall be in writing and shall be delivered by hand or sent by prepaid first class, first class 'signed for', or special delivery guaranteed post
- to the Affiliate at (if blank the details completed upon registration shall be used) ............................................................................., ...........................................................................................................................................;
- to the Organisation – My Legal Club Limited at 1st Floor 20 Chapel Street, Liverpool, L3 9AG.
Any notice under or in connection with the Agreement (not including notices of any court proceedings) to the Affiliate shall be in writing and shall be
delivered by hand or sent by prepaid first class, first class 'signed
delivered by hand or sent by prepaid first class, first class 'signed for', or special delivery guaranteed post
- to the Affiliate at via the details completed upon registration
sent by email to (if blank the details completed upon registration shall be used) .............................................................................
Any notice under or in connection with the Agreement (not including notices of any court proceedings) to the Organisation shall be in writing and shall be
delivered by hand or sent by prepaid first class, first class 'signed for' or special delivery guaranteed post to 1st Floor 20 Chapel Street, Liverpool, L3 9AG; or
sent by email to firstname.lastname@example.org.
A notice shall be deemed to be served as follows:
If sent by email, at the time of transmission if sent during the hours of 9am to 5pm on a Business Day, otherwise on the next Business Day;
If personally delivered, at the time of delivery;
If posted, within 48 hours (or in the case of airmail within 7 days) of posting.
The rights and remedies provided for by the Agreement are cumulative with and not exclusive of any rights or remedies provided by law.
Neither Party may assign, transfer, delegate, sub-contract or otherwise deal with all or any of its rights and obligations under the Agreement without the other's prior written consent save that either Party (being a company) may assign the benefit and the burden of the Agreement to any of its Affiliates without the prior written consent of the other Party.
The Agreement constitutes the whole agreement and understanding of the Parties as to its subject matter and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in the Agreement.
- Each Party acknowledges that they have not relied on any non-fraudulent representation or warranty made or given by the other Party or on behalf of the other Party which is not expressly stated in the Agreement. Nothing in the Agreement creates a partnership or the relationship of employer and employee or principal and agent between the Parties. A party who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties hereby submit to the non-exclusive jurisdiction of the English and Welsh courts.
- Subject to the overriding provisions above all disputes, differences, or questions arising out of this Agreement, as to the rights or obligations of the Principal or the Agent, or in connection with the construction of any provisions of this Agreement shall be referred to arbitration by a single arbitrator to be agreed by the Agent and the Principal or, failing agreement within 60 days, by an arbitrator to be appointed at the request of any party by the President for the time being of the Chartered Institute of Arbitrators having due regard to any representations made to them as the appropriate qualifications of the arbitrator.
- The arbitration shall take place in North West and shall be in accordance with the Arbitration Act 1996.
Any matter which may arise concerning the construction, meaning or effect of this Agreement or concerning the rights or liabilities of either party, shall in the first instance be referred to their appointed relationship managers, who shall discuss and attempt to resolve the same in good faith between themselves with a view to recommending the proposed resolution to the party they each respectively represent for written agreement.
In the event that the appointed relationship managers are unable to resolve any matter arising within 5 business days of the matter having been referred to them, the dispute shall be referred to the highest level of each party's management (such person as the statutory board of directors or senior/managing partner of each party may nominate in relation to any specific dispute) with a view to attempting to resolve any matter arising under clause 22.1 within 10 business days of the matter having been referred to them.
If any dispute arises in connection with this Agreement which is not settled using the mechanisms set out in the above clauses then the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ('ADR notice') to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR. The parties must request CEDR to appoint a mediator not later than 14 days after the date of the ADR notice.
Neither party shall be able to recover any costs from the other in relation to the mediation notwithstanding the subsequent issue of proceedings.
Restrictions – No contact must be made with any employee, representative, servant or agent of the below organisations:
ARC Legal Assistance Limited
British Friendly Society
British Horse Society
British Marine Federation
Capita Health & Wellbeing Ltd
Chartered Institute of Logistics & Transport (CILT)
Composite Legal Expenses Ltd
DAS Legal Expenses Insurance Company Ltd
Direct Line Group
Lifetime Legal Limited
Morneau Sheppell (Lifeworks)
MSL Legal Expenses Limited
Pre-School Learning Alliance
Royal London Mutual Insurance
Royal & Sun Alliance
Royal Bank of Scotland
Society for Editors & Proofreaders (SfEP)