Skillcast Affiliate-Partnership Terms

1. Definitions

1.1 Affiliate-Partner: The individual or entity identified on the Affiliate-Partnership Form which enters into this Agreement with Skillcast.

1.2 Commission Rate: The percentage rate specified in the Affiliate-Partnership Form for the calculation of commissions for the relevant RSP and MPS and reset from time to time at the sole discretion of Skillcast with a 30-day notice to the Affiliate-Partner.

1.3 Retail Subscription Product (RSP): A self-service, e-commerce subscription offered by Skillcast and listed in Appendix A.

1.4 Managed Portal Service (MPS): A managed service subscription plan offered by Skillcast and listed in Appendix A.

1.5 Discount Code: The ten-digit code provided by Skillcast that is unique to the Affiliate-Partner and used by Skillcast as the sole means to identify the Affiliate-Partner as the referrer of a buyer for the purpose of this Agreement.

1.6 Discount Rate: The percentage rate specified in the Affiliate-Partnership Form for the calculation of the discount for the relevant RSP and MPS and reset from time to time at the sole discretion of Skillcast with a 30-day notice to the Affiliate-Partner.

1.7 Initial Proceeds: The net total paid by the Referred Buyer for their first-year subscription of any RSP or MPS after deducting any discounts, refunds, chargebacks, transaction costs and applicable taxes.

1.8 Referred Buyer: Any person or entity that purchases an RSP or MPS using a Referral Form or provides the Discount Code to Skillcast before purchasing.

1.9 Referral Form: Any form created by Skillcast for the Affiliate-Partner with its Discount Code embedded.

1.10 Skillcast: Inmarkets Limited, located at 80 Leadenhall Street, London, England, EC3A 3DH and registered in England and Wales with company number 04267842.

1.11 Territory: England, Scotland, Northern Ireland, and Wales or such other locations agreed by the Parties.

2. Discounts

2.1 Registrations: A buyer must use a Referral Form to register for a trial or purchase of an RSP or MPS, or if they fail to use the Referral Form, they must provide the Discount Code to identify themselves as a Referred Buyer, and Affiliate-Partner as the referrer, to receive the relevant discount.

2.2 Discount: The discount available to the Referred Buyer shall equal the list price for the first-year subscription of the given RSP or MPS multiplied by the Discount Rate prevailing at the time of purchase.

2.3 Eligibility: The discount applies only to Referred Buyers, with their principal place of business in the Territory, who have not purchased the given product previously and is valid only for the first year of subscription. Subsequent upgrades and renewals shall be charged at the prevailing subscription rates without the discount.

3. Commissions

3.1 Tracking: Skillcast shall assign a buyer as a Referred Buyer from the Affiliate-Partner based on the Discount Code embedded in the Referral Form or otherwise provided by the buyer to Skillcast before the purchase to obtain the discount.

3.2 Referral List: Skillcast shall provide the Affiliate-Partner with a live, up-to-date list of all its Referred Buyers who are currently trialling or have purchased an RSP or MPS.

3.1 Commission: The Affiliate-Partner shall be entitled to a commission equal to the Initial Proceeds from each sale of RSP or MPS by Referred Buyers multiplied by the corresponding Commission Rates.

3.2 Payment: The Affiliate-Partner may invoice the total commission for the calendar quarter at the end of the quarter. Skillcast shall pay such invoices within 30 days of receipt.

4. Term and Termination

4.1 Term: This Agreement will commence on the effective date and will continue for an initial period of one year, automatically renewing for successive one-year terms unless terminated by either Party with 30 days' written notice.

4.2 Termination for Cause: Either Party may terminate this Agreement with immediate effect if the other Party breaches any material term of this Agreement and fails to remedy the breach within 30 days of receiving notice.

4.3 Termination for Convenience: Either Party may terminate this Agreement within a 60-day written notice to the other Party.

4.4 Effects of Termination: Upon termination, all outstanding commissions for referrals made prior to the termination will remain payable in accordance with the terms of this Agreement.

5. Representations and Warranties

5.1 The Affiliate-Partner represents and warrants that it shall promote RSP and MPS products fairly and accurately as explained in the references provided in Appendix A or using collateral expressly provided by Skillcast.

5.2 Skillcast represents and warrants that it shall use its best endeavours to track and report the Referred Buyer and pay commissions as outlined in this Agreement.

5.3 Both parties warrant that they shall comply with all applicable laws and regulations, including but not limited to the Data Protection Act 2018 (DPA 2018), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), the Money Laundering Regulations 2017, and the Corporate Criminal Offence (UK), Finance Act 2019.

5.4 Each Party shall retain exclusive ownership of its pre-existing and independently developed intellectual property rights, including but not limited to trademarks, copyrights, patents, and trade secrets that subsist anywhere in the world, including the right to sue for and recover damages for past infringements. It is further agreed that Skillcast alone shall own all rights, title and interest, including all related Intellectual Property Rights, in and to CoreCompliance.

6. General Provisions

6.1 Confidentiality: The Parties agree to keep all aspects of this Agreement confidential, except as necessary to fulfil its terms.

6.2 Notices: Any notices to be served in writing shall be sent by email to the contact email address registered by the parties with each other and shall be deemed served 24 hours after sending by email. The contact email address for Skillcast shall be affiliates@skillcast.com.

6.3 Severance: 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.

6.4 Representation: The Affiliate-Partner shall not in any manner represent to any party that they are authorised to act on Skillcast's behalf.

6.5 Assignment: Skillcast may, at any time, and without requiring the Affiliate-Partner's consent, assign, transfer, or sub-contract its rights or obligations under this Agreement to any successor following a business reorganisation, sale of assets, merger or acquisition.

6.6 Limitation of Liability: Each Party's total aggregate liability to the other Party in respect of all losses, liabilities or damages suffered or incurred by the other Party under, or in connection with, this Agreement (and whether the liability arises because of a breach of contract, negligence or for any other reason) shall not exceed an amount equal to the Fees paid or payable in the year in which the claim (or a series of connected claims) arose. Notwithstanding any other provision herein, neither Party excludes or limits its liability for death or personal injury caused by its negligence, fraud, or breach of Intellectual Property Rights or in respect of any other liability that cannot be excluded or restricted by law.

6.7 Non-Exclusivity: This Agreement is non-exclusive, and both Parties are free to enter into similar agreements with other parties.

6.8 Variation: Skillcast reserves the right to amend, modify, or vary the terms of this Agreement and its Appendices at its sole discretion by providing the Affliliate-Partner with at least 30 days' prior written notice.

6.9 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

6.10 Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

6.11 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the parties.