This document sets out the terms of the white label program between PingYo Limited and you, the partner. By submitting your application to register as a partner, you agree to be bound by the terms and conditions of this Agreement. Accepting your application and confirming acceptance bind both parties by this agreement. In this Agreement unless the context otherwise requires the following words shall have the following meanings:
"Commission" means the sums payable by PingYo Limited to the Partner in accordance with Clause 5;
"White label" means the technology by means of which PingYo Limited supplies the Services;
"DPA" means the Data Protection Act 1998 as amended from time to time and in respect of any other countries their equivalent (if any) legislation;
"Partner Materials" means all literature, photographs, documentation, designs and other materials including, without limitation, graphics, logos, images, moving images, data, pictures, templates and diagrams and other similar items in any form contained on any media that may be supplied by the Partner to PingYo Limited from time to time in connection with the Website or which are otherwise displayed by the Partner on or through the Partner Pages;
"Affiliate Program" means the arrangements between the parties whereby the Partner will introduce consumers to PingYo Limited as potential customers;
"Term" means the period from the date of this Agreement until its termination in accordance with Clause 1821;
"Trademarks" means the trademarks and logos of PingYo Limited used on the Website or as may be notified to the Partner from time to time;
"Website" the website hosted by PingYo Limited including the database of customers' information, all generally accessible material thereon and any sub-sites, sections or pages thereof including any part thereof created in whole or in part by the Partner.
Obligations of PingYo Limited
Upon completion of the Registration Form by the Partner and acceptance of the same by PingYo Limited, PingYo Limited will co-operate with the Partner to provide the required technology.
PingYo Limited shall
Host and provide back-up administration and support services for the technology; and Pay the Partner Commission on payments made to PingYo Limited by Lenders.
The price charged for the Services will be determined at the sole discretion of PingYo Limited from time to time according to its then current pricing policies.
Lender Payment Processing
PingYo Limited will be responsible for processing lender payments and for cancellations and refunds. PingYo Limited's terms, rules, operating procedures and policies regarding customers will apply.
PingYo Limited shall pay commission to the partner based on accepted leads, deposited loans or rev share sales.
Net receipts means gross receipts less VAT or similar tax, credit card and other, merchant charges, the cost of conversion to sterling, refunds, returns, uncollected items, fraud or any reimbursements for costs of collection.
Commission shall only be payable if earned during the term of the agreement.
Payment will be made by BACS upon provision by the Partner of the relevant bank account details. The partner will be able to log into the partner’s account to check the partner’s statistics so that the partner can track the partner’s performance.
Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable the partner shall pay the deduction upon demand.
There is a minimum payout amount for commissions in any pre-agreed payment period
To protect customers' privacy customers' personal Data (including identity) shall be retained by the partner who may use it for all purposes permitted under DPA in the UK.
The Partner consents to PingYo Limited obtaining (whether from him or others) recording and using personal data about the Partner in connection with this Agreement and for so long as may be reasonably required for legitimate purposes. The partner also consents to PingYo Limited disclosing that information to others with a legitimate reason to receive it (e.g. prospective or current lenders or partners of PingYo Limited business, regulatory authorities and complainants) whether inside or outside the European economic area.
As part of the partnership program the Partner will be given a password to access the Partner’s administration area and change the Partner’s contact information. It is the partner’s responsibility to maintain secrecy and control of this password so that others cannot gain access to, or change, the partner’s information. PingYo Limited cannot be held responsible for any loss or change of information or incorrect sending of payments if the Partner fails to protect or keep up to date the partner’s information.
Spam, for the purposes of this Agreement, shall be defined as unsolicited commercial email sent to third parties with whom the Partner has no existing relationship or permission to send email for the purpose of promoting or generating business, or traffic, promoting any idea, harassing anyone for any reason, etc. especially but not limited to being via bulk email. This includes posting in newsgroups, forums, etc. where they do not specifically allow commercial posts.
If the Partner is not sure if something constitutes spam, it should not do it. Use of spam to promote the Partner’s links to the Website or traffic to a web site that includes a link to the Website will be grounds for immediate termination for cause without previous notice and the Partner shall forfeit any right to unpaid or future Commission. The Partner shall indemnify PingYo Limited from any claim or demand made by any third party due to or arising out of the Partner’s breach of this Clause.
Intellectual Property Rights
PingYo Limited hereby grant the Partner a non-exclusive, non-transferable, revocable right to use PingYo Limited’s marketing materials and technology in the Partner’s effort to promote PingYo Limited pursuant to this Agreement and during the term hereof as they appear in the banners supplied by PingYo Limited to the Partner.
The Partner agrees not to use the Trademarks or other materials in any manner that is disparaging or that otherwise portrays PingYo Limited in a negative light. PingYo Limited reserves all its rights in the Trademarks or other materials and may revoke all or any part of the partner’s agreement at any time.
PingYo Limited acknowledges that all intellectual property rights in the Partner’s Materials belong to or are licensed to the Partner.
In the event that the Partner shall become aware of the infringement or threatened infringement of any of the intellectual property rights of PingYo Limited it shall immediately notify PingYo Limited and co-operate with PingYo Limited in any effort of PingYo Limited to prevent such infringement including executing any and all documents necessary to perfect, complete or register any of the rights granted or assigned to PingYo Limited in this Agreement and consenting to be joined as a party to any proceedings where PingYo Limited in its reasonable discretion believes the same to be necessary.
PingYo Limited may, but is not obliged to, institute such actions or proceedings or take such other steps to end such infringement as PingYo Limited wishes. The Partner shall not (except as requested by PingYo Limited) have any involvement in such proceedings.
Where a third party brings or threatens to bring proceedings against the Partner alleging that the Partner’s use (as permitted by this Agreement) of the Trademark or any material originating from PingYo Limited infringes the third party's rights PingYo Limited shall if it so requests be given conduct of the action and to the extent necessary may amend such material so that it no longer infringes.
The Partner shall not make any representation or statement regarding the validity or value of any proceedings or threatened proceedings or infringement or threatened infringement relating to any of the intellectual property rights of PingYo Limited or material used by or originating from PingYo Limited without the prior consent of PingYo Limited.
The Partner warrants that any Partner’s Material supplied by it or incorporated by it into the Partner Pages or Website is:
Its own original creation; or
Not protected by third party trademark, copyright or similar protection; or
If so protected is licensed for use by PingYo Limited; and
Not offensive, defamatory, unlawful, in breach of confidence or contrary to any regulatory regime.
The Partner acknowledges PingYo Limited's rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in PingYo Limited's opinion likely to be subject to third party complaint.
The Partner agrees to indemnify PingYo Limited against all costs losses and expenses incurred as a result of the inclusion of any Partner Material on the Website in breach of regulation.
Ownership of Customers And Data Protection
Every customer is a customer of PingYo Limited.
The Website provides for customers to provide Personal Data direct to PingYo Limited and the partner.
The parties each warrant that:
It is permitted or will before the processing commences be permitted under the DPA to process Personal Data to be acquired by it in connection with this Agreement.
It will not process such data provided by the other otherwise than in accordance with the terms of this agreement or as otherwise permitted by law or required by the other.
It will comply with the DPA in relation to security measures taken to protect all Personal Data transferred to it pursuant to this agreement
Branding and Marketing of the Partner Pages
The Partner shall have sole responsibility and any connected liability for choosing and protecting any brand name applied to the Partner Pages, including the URL used for the Partner Pages.
The Partner shall provide full and accurate information regarding the target market and nature of the marketing for its Partner Pages including but not limited to fully answering any enquiry of PingYo Limited relating to the same.
Upon request by PingYo Limited, the Partner shall provide copies of all marketing materials created or used to promote the Partner Pages.
The Partner shall not, unless specifically authorised under this Agreement, utilise any brand name, sign, logo, URL or other trading style which is identical to or confusingly similar to any brand name, sign, logo, URL or other trading style which is or has been used by PingYo Limited or any associate or partner of PingYo Limited.
Right of Representation
The Partner gives PingYo Limited the right to represent itself, as being the Partner when communicating with any customers but it shall not thereby create any obligation or make any admission of liability on behalf of the Partner.
The Partnership Program is intended for commercial use only. The Partner may not use the technology to earn a separate commission from that the technology is designed for.
Except as otherwise provided, each party shall at all times during the continuance of this Agreement and after its termination keep all financial, operational, technical, administrative and marketing information of a secret and proprietary nature in relation to the other party's affairs (all such information, data and materials, whether documented, oral or mechanical being referred to as "Information") in complete confidence and not use any of the same for any purpose other than the performance of its obligations under this Agreement.
The duties of confidentiality in this Agreement shall not apply to any Information which:
Is part of the public domain at the time of disclosure or becomes part of the public domain without action or omission of the receiving party;
Was in the possession of the receiving party at the time of disclosure;
Was lawfully obtained by the receiving party from a third party not under a confidentiality obligation; or
Is required to be disclosed by law, regulations, governmental or judicial orders, or the like.
PingYo Limited reserve the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion upon 7 days notice to the Partner.
Should the Partner not agree with any changes the Partner may terminate this Agreement with immediate effect and shall remove its entire links to the Website. The Partner’s continued participation in the Partnership Program shall constitute the Partner’s binding acceptance of the change(s).
Term and Termination
the partner has to adhere to FCA policy and requires the correct licensing to trade, failure to supply or to have this will result in contract termination.
This Agreement will begin upon the date specified and shall continue until termination.
PingYo Limited shall and without prejudice to its other rights have the right to terminate this Agreement immediately at any time by giving notice in writing to the Partner in any of the following events:
If the Partner shall commit a breach of any of the terms or conditions of this Agreement and (where such breach is in PingYo Limited's opinion capable of remedy) shall fail to remedy such breach to PingYo Limited's satisfaction within 30 days after PingYo Limited has given it notice in writing thereof; or
If the Partner shall be unable to pay its debts as they fall due or shall become subject to any insolvency procedures; or
If the Partner shall be convicted of any criminal offence or act in any way which in PingYo Limited reasonable opinion is likely to adversely affect the reputation and goodwill of PingYo Limited or the Services.
If PingYo Limited in accordance with legal or regulation dispute terminates this Agreement then the Partner will forfeit any unpaid Commissions.
Consequences of Termination
Upon termination of this Agreement:
All access to the technology through the partner Pages will be terminated and all lenders will be notified of a different website from which they may regain access to the PingYo Limited Network;
The Partner shall:
Cease forthwith to use the Trademarks or any imitations or approximations thereof;
Not hold itself out as connected with PingYo Limited;
Not divulge or use any confidential information of PingYo Limited; and
Immediately return to PingYo Limited or (at PingYo Limited's option) destroy all promotional material that may in any way be associated with PingYo Limited and/or its business.
PingYo Limited gives no warranties, representations or guarantees as to the performance of the partnership Program or the level of revenue or profits which the Partner will receive as a result of promoting the Services except as expressly set forth in this Agreement
Whilst it will use all reasonable endeavors to provide the Services in a professional fashion and give full satisfaction to Customers, PingYo Limited accepts no responsibility to the Partner for any loss of revenue as a result of its failure to provide the Services properly or at all or the inability of the Customer to access the Website.
The Partner shall defend, indemnify and hold harmless PingYo Limited, and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that (I) it is based upon a breach of Partner’s representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Partner; or (iii) it is based upon Partner’s violation of any applicable law or regulation in providing products or services hereunder.
The Partner and PingYo Limited are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.
The Partner is solely responsible for any taxes due as a result of any Commission earned.
The Partner will have no authority to make or accept any offers or representations on PingYo Limited's behalf and the Partner will not make any statement, whether on the Partner’s own website or otherwise, to the contrary
The Partner shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it or purport to do any of the same without the prior written consent of PingYo Limited such consent not to be unreasonably withheld.
This Agreement (including the documents referred to herein) (the "Documents") constitutes the entire agreement between the parties, and supersedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in the Documents inducing it to enter into this Agreement, provided always that nothing in this Agreement shall absolve any party from liability for any pre-contractual statement made fraudulently.
A failure by either party hereto to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 or any equivalent law in any other jurisdiction the parties do not intend any person other than a party to this Agreement to be able to enforce any term of this Agreement (save where may be expressly stated otherwise in this Agreement).
English law shall govern this Agreement and the parties submit to the non-exclusive jurisdiction of the English Courts.