Channel Partner Terms

Background

Agreed Terms

1. Interpretation click here to copy this link

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

   1. Definitions.

      Account Data: means any data or information which is provided to Plumm to enable the administration of the Channel Partner’s account, such as contact and billing information.

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

      Channel Partner: means the party identified as such in the Channel Partner Agreement Details.

      Channel Partner Agreement Details: means the Channel Partner Agreement Details to which these Channel Partner Terms are attached.

      Channel Partner Hub: means a web-based repository made available by Plumm which enables the Channel Partner to manage its CP Client Accounts and access, amongst other things, the Plumm Materials.

      Charges: means the fees payable to Plumm by the Channel Partner for each CP Client that has a CP Client Account, as set out in the relevant CP Client Order and as may be amended in accordance with this Agreement.

      Charges Billing Period: means the billing period set out in the relevant CP Client Order.

      CP Client Terms of Service: means the terms of service provided by Plumm to the Channel Partner from time to time which shall form part of the CP Client Agreement and which shall govern the use of the Plumm Services by the CP Client.

      Channel Partner Commission Policy: means Plumm’s policy which specifies how Commission is calculated for Channel Partners, as made available on the Plumm Website (or as otherwise provided by Plumm) and as may be amended in accordance with this Agreement.

      Channel Partner Subscription Fee: means a fee payable to Plumm by the Channel Partner in respect of its participation in the Plumm Channel Partner programme, which is currently £0.

      Commission: means a percentage of the Referral Opening Order Value, determined as set out in the Channel Partner Commission Policy (or as otherwise provided by Plumm).

      CP Client: means a party that has engaged the Channel Partner for the provision of services where such services include access to the Plumm Services in relation to that party’s own business and staff.

      CP Client Account: an account which is made available by the Channel Partner to the CP Client which can be used by the CP Client to access and use the Plumm Services in relation to the CP Client’s own business and staff.

      CP Client Agreement: means a contract (whether or not that contract is in writing) governing the relationship between the Channel Partner and the CP Client which incorporates and does not contradict the CP Client Terms of Service provided by Plumm.

      CP Client Data: means any personal data provided by or in relation to any CP Client that Plumm may have access to as a result of the use of the CP Client Account.

      CP Client Order: means an order agreed in writing between Plumm and the Channel Partner for Plumm to provide certain Plumm Services to a CP Client, which sets out the identity of the CP Client, the nature and quantity of Plumm Services that the Channel Partner is purchasing for the benefit of the CP Client, the Charges payable in respect of the Plumm Services, the relevant Charges Billing Period and any other material details.

      CP Client Proposal: means a written proposal provided by the Channel Partner to Plumm setting out the identity of the CP Client, the expected nature and quantity of Plumm Services that the CP Client will purchase and any other material details.

      CP Client Proposal Authorisation: means a written approval provided by Plumm to the Channel Partner, which includes the identity of the CP Client, the nature and quantity of the Plumm Services that the prospective CP Client will purchase and the Charges which will be payable by the Channel Partner in the event that the prospective CP Client does decide to purchase access to the Plumm Services.

      CP Client Service Start Date: has the meaning set out in clause 9.4.

      Data Protection Legislation: means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications in force from time to time in the UK, 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) 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) and controller, processor, data subject, personal data, processing and appropriate technical and organisational measures shall have the meaning set out in the Data Protection Legislation in force at the time.

      Effective Date: means the date identified as such in the Channel Partner Agreement Details.

      Force Majeure Event: means any cause preventing Plumm from performing any or all of Plumm's obligations which arise from or are attributable to acts, events, omissions or accidents beyond Plumm's reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors.

      Initial Period: has the meaning set out in clause 2.

      Intellectual Property Rights: means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, publicity rights, know-how and other trade secret rights, database rights, semiconductor topography rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

      Net Income: means the payments made to Plumm for the Plumm Services under the Referral excluding any value added tax or other sales tax on them.

      Plumm: means Plumm Limited, a company incorporated and registered in England and Wales with company number 11034943 whose registered office is at Uncommon Fulham, 126, New Kings Road, London SW6 4LZ.

      Plumm Client Terms: means terms and conditions as may be specified by Plumm which are presented to the CP Clients prior to the first use of the CP Client Account, and which may be updated from time to time.

      Plumm Content: means the documents, software, products and services made available to the Channel Partner in the course of this Agreement or accessed via the Channel Partner Hub including the Plumm Materials, but excluding the content provided by or relating to CP Clients.

      Plumm Materials: means the marketing, product specifications and other materials which are made available by Plumm for use by the Channel Partner.

      Plumm Privacy Policy: means the privacy notice made available at https://www.heyplumm.com/privacy-policy.

      Plumm Services: means Plumm’s cloud-based HR and other software solutions found at https://www.heyplumm.com/ as may be amended from time to time.

      Plumm Terms of Service: means the terms and conditions made available at https://www.heyplumm.com/terms-of-service.

      Plumm Terms of Use: means the terms and conditions made available at https://www.heyplumm.com/terms-of-use.

      Plumm Website: means www.heyplumm.com.

      Pricing Information: means any information provided by Plumm to the Channel Partner from time to time explaining how Plumm’s charges are calculated, the different types of charges and any thresholds for usage which will trigger further charges. Plumm may replace the Pricing Information on 30 days’ prior written notice (including by email or through the administration pages in the Plumm Website) and for the avoidance of doubt such new Pricing Information may increase the Charges payable and/or introduce new Charges.

      Prospective Referral Client: a person (as defined in clause 1.2 below) who may directly subscribe for the Plumm Services to whom Plumm has not at any time previously provided the Plumm Services or any other goods or services and with whom Plumm has not been put in contact with by another Channel Partner or otherwise has been in bona fide discussions to provide the Plumm Services in the six months before the Referral date.

      Referral: means a direct subscription by a Prospective Referral Client to receive the Plumm Services from Plumm either made using the Referral Partner Link where the Referral Partner Link has been made available by the Channel Partner to the Prospective Referral Client, or agreed by Plumm to be treated as a Referral in accordance with clause 7.2, and Refer, Refers and Referred shall be interpreted accordingly.

      Referral Initial Period: means the initial period of the Referral Opening Order prior to any renewal or termination.

      Referral Model: has the meaning set out in clause 3(b).

      Referral Opening Order: means the first order for Plumm Services placed by a Referred Client, not taking into account any later amendments to the Plumm Services ordered, the numbers of users or any other factor which could affect the Net Income Plumm receives under the Referral.

      Referral Opening Order Value: means the Net Income set out in the Referral Opening Order which relates to the Referral Initial Period.

      Referral Partner Link: means a unique link which is provided by Plumm to the Channel Partner which links to a page which enables subscription to the Plumm Services.

      Referred Client: means a Prospective Referral Client that has entered into a Referral with Plumm for the provision of the Plumm Services.

      Renewal Period: has the meaning set out in clause 2.

      Resale Model: has the meaning set out in clause 3(a).

      Special Conditions: means any special conditions which are identified as such in the Channel Partner Agreement Details.

      User: means the Channel Partner's employees, representatives, consultants, contractors or agents who are authorised to use the Channel Partner Hub by the Channel Partner.

      Year: means each consecutive 12-month period commencing on the Effective Date or the anniversary thereof.

   2. 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.

   3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

   4. Any words following the terms including, include, in particular, for example 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.

   5. References to clauses are to the clauses of this Agreement.

2. Commencement and Duration click here to copy this link

   1. This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with clause 17, this Agreement shall continue in force for an initial period of 12 months (the “Initial Period”) and shall automatically extend for successive 12-month periods (each a “Renewal Period”) at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 90 days before the end of the Initial Period or the relevant Renewal Period, to terminate this Agreement at the end of the then current Initial Period or the relevant Renewal Period, as the case may be.

3. Appointment click here to copy this link

   Plumm appoints the Channel Partner on a non-exclusive basis, subject always to the terms of this Agreement, to:

   1. provide CP Clients with CP Client Accounts (which must be created via the Channel Partner Hub or via such other process as may be notified by Plumm from time to time) (the “Resale Model”); or

   2. identify Prospective Referral Clients for Plumm and to provide the Referral Partner Link to facilitate Referrals in relation to such persons (the “Referral Model”).

4. Channel Partner Obligations Generally click here to copy this link

   1. The Channel Partner shall:

      1. serve Plumm faithfully and diligently and not allow its interests to conflict with its duties under this Agreement;

      2. perform its obligations under this Agreement in a timely manner;

      3. undertake such accreditation activities as may reasonably be required by Plumm to enable the Plumm Channel Partner to maintain its status as a Plumm Channel Partner, including, without limitation:

         1. undertaking training on the operation of the Plumm Services and how to demo them to Potential Clients; and

         2. compliance with all Plumm Channel Partner programme policies notified from time to time by Plumm;

      4. not do anything that may limit Plumm from entering binding commitments with any party for the Plumm Services;

      5. report immediately to Plumm any complaints or after-sales enquiries about Plumm Services it receives;

      6. not disparage Plumm or the Plumm Services and not do anything which may be prejudicial to Plumm’s reputation, goodwill, or commercial interests;

      7. cooperate with Plumm in relation to the subject matter of this Agreement and respond to communications from Plumm within a reasonable timescale; and

      8. comply with all reasonable and lawful instructions of Plumm in relation to this Agreement.

   2. The Channel Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorized to bind Plumm in any way, and shall not do any act which might reasonably create the impression that the Channel Partner is so authorized. The Channel Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Plumm, including for the provision of the Plumm Services or the price for them, and shall not negotiate any terms for the provision of the Plumm Services with Prospective Referral Clients which conflict with the Plumm Client Terms. The Channel Partner shall indemnify and keep Plumm indemnified on demand against any loss or damage suffered or incurred by Plumm as a result of any breach by the Channel Partner of this clause or as a result of any claim by a third party arising from any such breach.

   3. The Channel Partner shall not, without Plumm’s prior written consent, make or give any representations, warranties, or other promises concerning the Plumm Services which are not contained in the Plumm Materials.

5. Use of the Channel Partner Hub click here to copy this link

   1. Plumm agrees, subject to the Channel Partner’s compliance with the terms of this Agreement, to provide the Channel Partner with access to the Channel Partner Hub. Use of the Channel Partner Hub is governed by the terms of this Agreement including the remainder of this clause.

   2. Plumm hereby grants the Channel Partner a personal, revocable, non-exclusive, non-transferable, nonsublicensable licence for Users to access the Channel Partner Hub and to create and manage CP Client Accounts as part of the Channel Partner's own business. All rights not expressly granted to the Channel Partner are reserved by Plumm and its licensors.

   3. The Channel Partner may not access the Channel Partner Hub (nor permit any CP Client to have a CP Client Account) if they or the applicable CP Client are a direct competitor of Plumm, except with Plumm's prior written consent. In addition, the Channel Partner and Users may not access the Channel Partner Hub for purposes of monitoring its or the Plumm Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.

   4. The Channel Partner shall not, and shall procure that Users shall not:

      1. license, lease, sublicense, sell, resell, transfer, display, disclose, assign, distribute or otherwise commercially exploit or make available to any third party the Plumm Services in any way except via the CP Client Account;

      2. modify, duplicate, copy or make derivative works based upon the Plumm Services or the Plumm Content;

      3. create internet links to the Plumm Services or frame, mirror, republish, transmit or distribute any Plumm Content on any other server or wireless or internet-based device;

      4. release or make available to anyone access to the Channel Partner Hub who is not a User and keep all user names and passwords relating to the Channel Partner Hub secret and promptly inform Plumm should it become apparent that anyone forms a threat or security risk to Plumm or the Channel Partner Hub;

      5. except to the extent expressly permitted by law:

         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Channel Partner Hub or Plumm Services (as applicable) in any form or media or by any means; or

         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software code used in the Channel Partner Hub or the Plumm Services;

      6. intentionally interfere with, or disrupt, the Channel Partner Hub or the Plumm Services, server, or network connected to the Channel Partner Hub or the Plumm Services;

      7. access the Channel Partner Hub or the Plumm Services in order to:

         1. build a competitive product or service;

         2. build a product using similar ideas, features, functions or graphics of the Plumm Services; or

         3. copy any ideas, features, functions or graphics of the Channel Partner Hub or the Plumm Services;

      8. in relation to the Channel Partner Hub and Plumm Services:

         1. store infringing, obscene, sexually explicit, threatening, harassing or racially or ethnically insensitive, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights;

         2. store or utilize material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

         3. interfere with or disrupt the integrity or performance of the Plumm Services or the data contained therein; or

         4. attempt to gain unauthorized access to the Plumm Services or its related systems or networks.

6. Resale Model click here to copy this link

   1. The Channel Partner shall only provide a CP Client Account to a CP Client where:

      1. the Channel Partner has provided a CP Client Proposal to Plumm in respect of the proposed CP Client;

      2. Plumm has provided a CP Client Authorisation in response to the CP Client Proposal;

      3. Plumm and the Channel Partner have executed a CP Client Order in respect of the CP Client;

      4. the Channel Partner has entered into a CP Client Agreement with the CP Client; and

      5. the CP Client has agreed to be bound by the Plumm Terms of Service, Plumm Terms of Use, Plumm Privacy Policy and any other Plumm Client Terms.

   2. The Channel Partner shall ensure that:

      1. prior to entering into the CP Client Agreement, the Channel Partner has consulted with Plumm in order to ensure that it is offering the appropriate Plumm Services to the CP Client and, where requested by Plumm, Plumm has been involved in discussions with the CP Client about the Plumm Services;

      2. the CP Client Agreement does not contradict the CP Client Terms of Service and is not inconsistent with any of the Channel Partner’s obligations under this Agreement; and

      3. the CP Client Agreement is compliant with all applicable laws including the Data Protection Legislation.

   3. The Channel Partner agrees that it shall (unless directed otherwise by Plumm, and subject to the following) manage all day-to-day interaction with the CP Clients, including all disputes with the CP Clients, in relation to the Plumm Services and provision to the CP Clients of first-line technical support. Plumm may provide Second-line technical support directly to the CP Clients and may provide limited first-line technical support directly to the CP Clients, at its discretion, in accordance with the Plumm Client Terms. Plumm may also from time to time provide service updates to CP Clients directly concerning new releases, modules, services or any other system-related communications. For the avoidance of doubt, provision of technical support does not affect the Channel Partner’s obligation to manage all day-to-day interaction with the CP Clients.

   4. It is agreed by the parties that the only contractual undertakings provided by Plumm to the CP Clients in relation to the CP Client Account are set out in the Plumm Client Terms.

   5. Nothing shall prevent Plumm from contracting directly with CP Clients for the direct provision of Plumm Services. However, Plumm agrees that it shall not actively seek to entice CP Clients to contract directly with Plumm for access to the Plumm Services unless:

      The CP Client has indicated that:

      1. it wishes to receive services directly from Plumm;

      2. it is terminating or has terminated its relationship with the Channel Partner; or

      3. it is otherwise dissatisfied with the services received from the Channel Partner,

      The Channel Partner has:

      1. terminated, or given notice that it intends to terminate, this Agreement; or

      2. terminated, or given notice that it intends to terminate, its services with the CP Client.

   6. Where a CP Client contracts directly with Plumm for access to the Plumm Services and ceases to receive a CP Client Account, this shall not constitute a Referral.

7. Referral Model click here to copy this link

   1. The Channel Partner may refer Prospective Referral Clients to Plumm for those Prospective Referral Clients to contract directly with Plumm to receive the Plumm Services. This clause shall apply specifically to the referral of Prospective Referral Clients. For the avoidance of doubt, a party may not be both a CP Client and subject to a Referral.

   2. Plumm may, in its absolute discretion, following a request from the Channel Partner, agree that an introduction to the Plumm Services to a Prospective Referral Client is a Referral, on the condition that such introduction was made no earlier than three months prior to the Effective Date.

   3. The Channel Partner shall use its reasonable endeavours to make Referrals of Prospective Referral Clients pursuant to this Agreement.

   4. The Channel Partner must disclose to each Prospective Referral Client and CP Client that it is a Channel Partner for Plumm and will not do anything to indicate that it has authority or ability to negotiate or vary the Plumm Services or the terms of the Plumm Services or enter into any contract on behalf of Plumm.

   5. Where a Prospective Referral Client is introduced by the Channel Partner and the Prospective Referral Client then introduces Plumm to a third party who purchases services from Plumm, the Channel Partner shall not, by virtue of such initial introduction, be deemed to have instigated a Referral for the third party.

   6. If the Channel Partner introduces a third party to Plumm and Plumm appoints that third party to act as a channel partner (e.g. in a similar capacity to the Channel Partner), Plumm shall reward the Channel Partner for the introduction in line with Plumm’s current policy at the time.

8. Plumm Materials and Intellectual Property Rights click here to copy this link

   1. All Intellectual Property Rights in and relating to the Plumm Services, the Plumm Materials, and the Channel Partner Hub are owned by Plumm or its third party licensors and the Channel Partner undertakes that it shall not do anything to limit or damage those Intellectual Property Rights.

   2. Subject to the restrictions set out in this Agreement, and during the term of this Agreement only, Plumm hereby grants to the Channel Partner a revocable, non-exclusive, nontransferable, non-sublicensable licence right to access and permit Users to access and use the Plumm Materials and any of Plumm’s logos and trade marks contained within the Plumm Materials, solely to promote the Plumm Services and to carry out its obligations under this Agreement.

   3. The Channel Partner agrees to comply with all of Plumm’s instructions concerning the use of the Channel Partner Hub, the Plumm Materials and Plumm’s logos and trade marks licensed pursuant to clause, including complying with all brand guidelines made available by Plumm from time to time.

   4. The Channel Partner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Channel Partner Hub and, in the event of any such unauthorised access or use, promptly notify Plumm.

   5. The Channel Partner agrees to obtain and keep up to date all third-party licences required for third party software which is required to permit or secure access to or use of the Channel Partner Hub.

9. Charges, Commission and Payment click here to copy this link

   1. CHANNEL PARTNER SUBSCRIPTION

      1. If required under the Channel Partner Subscription Policy, the Channel Partner will pay the Channel Partner Subscription Fee from the Effective Date.

   2. RESALE MODEL CHARGES

      1. The Channel Partner shall pay to Plumm the applicable Charges for each CP Client, as per the periodic billing set out in the relevant CP Client Order.

      2. For the avoidance of doubt, Plumm shall not charge the CP Client for the CP Client Account. The Channel Partner shall be entitled to determine the fees that are payable from the CP Client to the Channel Partner in relation to the CP Client Account.

      3. Subject to clause 9.5, the Charges shall first become due from the Channel Partner to Plumm in relation to each CP Client from the date the CP Client is first able to access the Plumm Services (the "CP Client Service Start Date").

      4. If Plumm authorises the Channel Partner to offer a trial period to assess the Plumm Services, the CP Client Service Start Date shall be deemed to commence from the first day following the end of the applicable trial period. If authorised by Plumm, the Channel Partner may extend the trial period (and therefore delay the Service Start Date for that CP Client) by one month using the functionality within the Channel Partner Hub up to a maximum of once only.

      5. The Charges shall be due on the CP Client Service Start Date and thereafter at the Charges Billing Periods set out in the CP Client Order for so long as the CP Client Account is to be made available to the applicable CP Client. Additional Charges will also become due partway through a Charges Billing Period if the CP Client’s usage of the Plumm Services extends beyond certain thresholds specified in the CP Client Order or the Pricing Information. Should the Channel Partner wish to cease a CP Client Account for a CP Client, it may do so using the functionality within the Channel Partner Hub or via such other method as notified by Plumm from time to time. In such circumstances, the CP Client Account may terminate immediately, but the Charges shall remain due for the entirety of the current Charges Billing Period and no refunds of the Charges (whether paid or payable) shall become due in relation to that CP Client.

      6. Plumm may increase any or all Charges and/or introduce new Charges on 30 days’ prior written notice (including by email or through the administration pages in the Plumm Website). The revised Charges shall be effective from the start of the Renewal Period which follows expiry of the written notice.

      7. Plumm may, in its absolute discretion, suspend the Channel Partner’s obligation to pay the Charges in relation to a particular CP Client if the Channel Partner informs Plumm that it is in dispute with the CP Client in relation to the payment of fees from the CP Client to the Channel Partner. In such circumstances, Plumm may require the Channel Partner to suspend the applicable CP Client Account as a condition of the suspension of the obligation to pay the Charges.

      8. Plumm shall be entitled to raise invoices for the Charges which are due, following the Charges Billing Period set out in the CP Client Order, and such invoices are payable by the Channel Partner immediately upon receipt. Invoiced amounts shall be payable as follows:

         1. by direct debit using the bank details set out in the Channel Partner Agreement Details. Your designated bank account will be charged automatically each Charges Billing Period;

         2. where agreed, using a debit card or credit card from a compatible issuer; or

         3. where agreed (or if any payment is unable to be collected by Plumm using direct debit) by bank transfer to an account nominated by Plumm.

   3. REFERRAL MODEL COMMISSION

      1. The Channel Partner shall be entitled to receive the Commission in relation to Referrals subject to clauses 9.11 to 9.16.

      2. The Channel Partner shall only be entitled to Commission in relation to payments earned and received by Plumm under the Referral. Commission shall only be paid in relation to monies actually received by Plumm under the Referral and any other revenue which Plumm receives from or in relation to the Referred Client shall not count towards the Commission (including any commitment which has been made prior to the Referral).

      3. The Channel Partner will not be entitled to receive any commission, revenue share, expense, profit, reimbursement or other payments from Plumm in connection with this Agreement other than the Commission.

      4. Any Commission which is due in accordance with clause 9.10, shall be payable to the Channel Partner following the end of the month in which the relevant Net Income is earned and received by Plumm. Accordingly, Commission shall be payable based on the schedule of payments received from the Referred Client. If Plumm receives payment in advance which relates to a period longer than a month, the relevant Commission shall be paid on a quarterly basis over the course of the relevant period.

      5. Plumm shall, within 30 days, of the end of each quarter of the calendar year, notify the Channel Partner by providing a statement setting out, in respect of such quarter, new Referrals entered into and Commission which is due to the Channel Partner in relation to that Referral.

      6. The Channel Partner shall invoice Plumm for the Commission due as per Plumm’s statement submitted pursuant to clause 9.13 together with any applicable VAT and Plumm shall pay such invoice within 30 days of receipt. The Channel Partner shall provide Plumm with evidence of its VAT status as requested by Plumm and shall inform Plumm if its VAT status changes.

      7. If the aggregate Commissions due to the Channel Partner in any month do not exceed £5 (five pounds) then no such amounts will be payable by Plumm. However, once the aggregate Commissions due in any quarters are more than £5 (five pounds) then the entire amount in that quarter will be payable.

      8. Plumm may amend the Channel Partner Commission Policy by written notice (including by email or through the administration pages in the Plumm Website). The revised Channel Partner Commission Policy shall be effective from the date specified in or, failing that, the date of the written notice.

      9. Nothing in this Agreement shall prevent Plumm or any other partner of Plumm from approaching individuals within the Prospective Referral Client or any Referred Client, or other branches of the Prospective Referral Client or a Referred Client. Where an Agreement is entered into with a Prospective Referral Client which does not result from a Referral, no Commission shall be payable to the Channel Partner in relation to that contract. In no event shall Plumm be required to pay Commission to more than one person.

   4. GENERAL

      1. All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. All sums payable under this Agreement shall be paid in GBP pounds sterling (£) unless the parties agree otherwise.

      2. Plumm shall be entitled but not obliged, at any time or times, without notice to the Channel Partner, to set off any liability of the Channel Partner to Plumm against any liability of Plumm to the Channel Partner (in either case howsoever arising and whether any such liability is due and payable or will become payable at a later date, actual or contingent, liquidated or unliquidated and irrespective of the currency of its denomination). For the avoidance of doubt, Plumm shall be entitled to set-off any obligation to pay Commission to the Channel Partner against any obligation to pay Charges. Any exercise by Plumm of its rights under this clause shall be without prejudice to any other rights or remedies available to Plumm under this Agreement or otherwise.

      3. The Channel Partner shall not be entitled to exercise any right of set off under or in relation to this Agreement.

10. Plumm’s Right of Suspension click here to copy this link

    1. In the event that any payment due from the Channel Partner to Plumm under this Agreement has not been made on time, without prejudice to any other rights available to Plumm, Plumm shall be entitled to suspend the Channel Partner’s access to the Plumm Services and the Channel Partner Hub, without liability to the Channel Partner. Such suspension may also (at Plumm’s discretion) prevent CP Clients from utilising the CP Client Account.

    2. All Charges shall continue to be due during any period of suspension, calculated in accordance with the immediately previous usage prior to suspension.

    3. Plumm shall only be obliged to reinstate access to the Plumm Services and the Channel Partner Hub when all outstanding sums due from the Channel Partner to Plumm have been paid.

11. Plumm’s Obligations click here to copy this link

    1. Plumm shall provide the Channel Partner with a Referral Partner Link and access to the Channel Partner Hub as and when they are available.

    2. Plumm will provide the Channel Partner with reasonable information and support to enable the Channel Partner to create and manage CP Client Accounts.

    3. Plumm shall provide the Channel Partner with information the Channel Partner reasonably requires to promote the Plumm Services and make Referrals (although for the avoidance of doubt, Plumm does not undertake or warrant that the Channel Partner Hub or Plumm Materials will be continuously available or error free).

    4. Plumm shall not be responsible for any costs or expenses incurred by the Channel Partner whatsoever in relation to the negotiation or conclusion of this Agreement or the performance of its obligations under this Agreement.

    5. Plumm shall be under no obligation to:

       1. follow up any introduction made by the Channel Partner

       2. enter into or continue a Referral; or

       3. permit every CP Client to have a CP Client Account if that CP Client does not meet the criteria set by Plumm to provide access to the Plumm Service (such as restrictions on the total number of employees) or otherwise if Plumm reasonably objects to the CP Client obtaining access to the Plumm Services.

12. Confidentiality click here to copy this link

    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 or of any member of the group of companies to which the other party belongs, except as permitted by this clause 12. For the avoidance of doubt, this clause 12 shall not prevent Plumm from contacting or providing services to any Prospective Referral Client, Referred Client or CP Client where requested by such Prospective Referral Client, Referred Client or CP Client (as applicable).

    2. Each party may disclose the other party's confidential information:

       1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Save as expressly set out herein, neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

    4. Except as otherwise permitted by this Agreement, the Channel Partner shall not, in any way or in any form distribute, disclose, publicise or make any public announcement or issue any press release relating to this Agreement without the consent of Plumm in writing.

    5. All Plumm Materials, and documents and other records (in whatever form) containing confidential information supplied to or acquired by the Channel Partner from Plumm shall be returned promptly to Plumm on termination of this Agreement, and no copies shall be kept.

13. Data Protection click here to copy this link

    1. The parties acknowledge that for the purposes of the Data Protection Legislation, for any Personal Data within the Account Data, Plumm shall be an independent controller in relation to such Account Data.

    2. As specified in the Plumm Client Terms, Plumm shall be a processor in relation to the CP Client Data and the CP Client shall be the controller (and for the avoidance of doubt, Plumm shall not be a processor or sub-processor for the Channel Partner in relation to the CP Client Data). The Channel Partner’s relationship for data protection purposes with the CP Client shall be set out in the CP Client Agreement.

    3. The Channel Partner agrees that it shall:

       1. comply with all Data Protection Legislation;

       2. only provide Plumm with CP Client Data when it is entitled to do so, subject always to the terms of the CP Client Agreement and not provide Plumm with any instructions in relation to the CP Client Data which are inconsistent with the CP Client Agreement or other instructions provided by the CP Client in relation to the CP Client Data;

       3. ensure that it has all necessary consents and other rights in place to enable lawful transfer of the personal data to Plumm (whether such data is contained within the CP Client Data, Account Data or otherwise); and

       4. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

    4. If a CP Client chooses to subscribe directly for the Plumm Services, Plumm shall (if requested by the CP Client) be entitled to continue to use the CP Client Data pursuant to its direct relationship with the CP Client.

    5. The Channel Partner shall indemnify and keep Plumm indemnified on demand against all liabilities, costs, expenses, damages and losses suffered or incurred by Plumm or any of its group companies or directors as a result of any breach of this clause 13 by the Channel Partner.

14. Anti-Bribery Compliance click here to copy this link

    1. The Channel 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; and

       2. promptly report to Plumm any request or demand for any undue financial or other advantage of any kind received by the Channel Partner in connection with the performance of this Agreement.

    2. The Channel Partner shall ensure that any person associated with the Channel 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 such person terms equivalent to those imposed on the Channel Partner in this clause 14 (the “Relevant Terms”). The Channel Partner shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Plumm for any breach by such persons of any of the Relevant Terms.

    3. A breach of this clause 14 by the Channel Partner shall be deemed a material breach under clause 17.2(a).

15. Governance and Dispute Resolution click here to copy this link

    1. In order to ensure effective governance of this agreement, the Channel Partner and Plumm shall hold discussions at such frequency as may be specified by Plumm from time to time. Such discussions shall take place via conference call at a time specified by Plumm, unless Plumm requires the discussions to be face to face, in which case the discussions shall be in person.

    2. In the event of any dispute between the parties under or relating to this Agreement, the parties shall discuss the matter and shall seek to find a resolution within a reasonable period of time prior to raising any legal proceedings. However, nothing in this clause 15.2 shall prevent either party from immediately seeking injunctive or other equitable relief for claims relating to its Intellectual Property Rights, Confidential Information or any personal data made available by it to the other party.

16. Limitation of Liability click here to copy this link

    1. The following provisions set out the entire financial liability of Plumm (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Channel Partner in respect of:

       1. any breach of this Agreement howsoever arising; and

       2. any representation, misrepresentation (whether innocent or negligent), statement, tortious act or omission (including negligence) or any breach of statutory duty arising under or in connection with this Agreement.

    2. Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

    3. Nothing in this Agreement excludes the liability of Plumm for:

       1. death or personal injury caused by Plumm's negligence;

       2. fraud or fraudulent misrepresentation; or

       3. any other matter which liability cannot be limited or excluded by law.

    4. Subject to clause 16.3, Plumm shall not in any circumstances be liable whether in contract, tort (including negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent) or otherwise, arising under or in connection with this Agreement for any:

       1. loss of profits;

       2. loss of business;

       3. depletion of goodwill or similar losses;

       4. loss of anticipated savings;

       5. loss of goods;

       6. loss of use;

       7. loss or corruption of data or information; or

       8. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

    5. Subject to clauses 16.3 and 16.4, Plumm's total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited in each Year to the greater of £3,000 or the total Charges paid by the Channel Partner under this Agreement in that Year.

17. Termination click here to copy this link

    1. Plumm may terminate this Agreement with immediate effect if there are no Referrals or CP Client Accounts in effect for a period of at least 6 months.

    2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

       1. the other party commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied by the breaching party within a period of 30 days after being notified in writing to do so (and for the avoidance of doubt a breach of clause 4.1(f) shall be considered to be a material breach which is incapable of remedy);

       2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

       3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or 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; and/or

       4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

18. Consequences of Termination click here to copy this link

    1. Termination of this Agreement shall not affect the continuance in force of those clauses expressed or intended to survive termination, including clauses 12, 15, 16, 17 and 20.

    2. 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 in respect of any breach of the Agreement, which existed at or before the date of termination.

    3. On termination of this Agreement:

       1. Plumm shall cease to provide any access to the Plumm Services or CP Client Accounts to the Channel Partner and all CP Clients;

       2. the Channel Partner will no longer be able to access the Channel Partner Hub;

       3. no further Commission will be payable by Plumm to the Channel Partner;

       4. no further Referrals may commence;

       5. the Channel Partner shall immediately:

          1. cease describing itself as a Channel Partner of Plumm;

          2. cease using the Channel Partner Hub and Plumm Materials and all of Plumm's trade marks and logos, and information or documentation relating to the Plumm Services in its possession or control; and

          3. promptly destroy or return to Plumm (at Plumm's sole discretion) all information and documentation in its possession that the Channel Partner received from Plumm in the course of this Agreement; and

       6. at Plumm’s option, all existing CP Client Agreements shall be assigned to Plumm to the extent that they consist of the CP Client Terms of Service, and the Channel Partner agrees to co-operate, to do all things and to execute all documents to give effect to the legal and operational transfer of the CP Client Terms of Service and the CP Clients to Plumm.

    4. Notwithstanding anything else in this Agreement, CP Clients will be notified that this Agreement between Plumm and the Channel Partner has been terminated and each CP Client Agreement shall be assigned to Plumm to the extent that it consists of the CP Client Terms of Service. For the avoidance of doubt, if a CP Client Agreement is assigned to Plumm or if a CP Client elects to contract directly with Plumm:

       1. Plumm shall not be liable to Channel Partner in any way whatsoever;

       2. any liability of the Channel Partner to the ex-CP Client or any other third party in connection with the CP Client Agreement shall remain with the Channel Partner and shall not transfer to Plumm; and

       3. the Channel Partner shall not charge the ex-CP Client for any period of access to the Plumm Services under an assigned/direct contract between Plumm and the ex-CP Client.

19. Internet Delays and Force Majeure click here to copy this link

    1. Plumm's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Plumm is not responsible for any delays, delivery failures, or other damage resulting from such problems.

    2. Plumm shall not be in breach of this Agreement if it is subject to a Force Majeure Event, provided that it uses reasonable endeavours to notify the Channel Partner in writing of the nature and extent of the Force Majeure Event causing Plumm's failure or delay in performance.

20. Assignment and other dealings click here to copy this link

    1. This Agreement is personal to the Channel Partner and the Channel Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

    2. Plumm may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

21. Waiver click here to copy this link

    1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

    3. A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

22. Rights and remedies click here to copy this link

    The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

23. Severance click here to copy this link

    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

    2. If any provision or part-provision of this Agreement is deemed deleted under clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. Entire agreement click here to copy this link

    1. This 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.

    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this 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.

25. Conflict click here to copy this link

    If there is any inconsistency between any of the provisions of these Channel Partner Terms and the Special Conditions, the Special Conditions prevail.

26. No partnership or agency click here to copy this link

    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

27. Third Party Rights click here to copy this link

    1. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

    2. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

28. Notices click here to copy this link

    1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

       1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

       2. sent by email to the address specified from time to time by such party.

    2. Any notice shall be deemed to have been received:

       1. if delivered by hand, at the time the notice is left at the proper address;

       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; or

       3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 28.2(c), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29. Counterparts click here to copy this link

    1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

    2. No counterpart shall be effective until each party has executed and delivered at least one counterpart.

30. Governing Law click here to copy this link

    This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

31. Jurisdiction click here to copy this link

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

This document was last updated on 28th January 2025.