BUSINESSESFORSALE.COM PARTNER PROGRAMME TERMS

1.DYNAMIS' OBLIGATIONS

1.1Dynamis will provide the Partner with a range of Advertising Collateral each of which contains a uniform resource locator (URL) to link from the Partner Link Pages to a Dynamis Website. This collateral may include:

1. Banner Adverts – graphical adverts in a range of sizes promoting various products and services across the Dynamis Websites.
2. Embedded Iframe – Iframe advert that allows the Partner to quickly and easily add listings from the Dynamis Websites to their Partner Property; allowing users to search listings on the Dynamis Websites without leaving the Partner Property.
3. Hyperlinks – the Partner can use hyperlinks on their Partner Property to link to any page on a Dynamis Website.

1.2Dynamis will be responsible for developing, operating and maintaining the Dynamis Websites.

1.3Dynamis will provide to Partner Users clicking through directly from the Partner Link Pages access to and use of the relevant Dynamis Website in accordance with Dynamis' standard terms of use and other terms and conditions, policies and procedures from time to time.

1.4By means of the Dynamis Partner Portal, Dynamis will provide the Partner with a report in Dynamis' standard form setting out:

1. Occasions when a Partner User has clicked directly through to a Dynamis Website from the Partner Link Pages;
2. Partner Users who have registered on, or made an enquiry on a listing by means of, a Dynamis Website after clicking directly through to it from the Partner Link Pages; and
3. Confirmed Conversions, together with a statement setting out the amounts due to the Partner in respect of this Agreement calculated in accordance with clause 3 below.

1.5Dynamis may at any time or times without notice to the Partner:

1. change the name of Dynamis Websites;
2. change Dynamis Trade Mark Guidelines; and
3. target any Dynamis Website at potential customers in such additional country or countries as it chooses.

1.6Dynamis will request prior approval for any use of any Partner trade mark, domain name, logo or branding that Dynamis may wish to make. The Partner will review the proposed use within a reasonable time.

1.7This Agreement is non-exclusive and does not prevent or restrict Dynamis from entering into similar or different agreements with third parties. Dynamis makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

1.8Dynamis makes no representation as to any level of Commission that may arise from the Partner’s participation in the Dynamis Partner Programme.

2. PARTNER'S OBLIGATIONS

2.1The Partner will use all reasonable commercial efforts to market and promote the Dynamis Websites and the products and services available for sale on it so as to generate the maximum number of Conversions.

2.2The Partner will be responsible for developing, operating and maintaining the Partner Property and for all materials that appear on it. For example, that means that the Partner will be responsible for:

1. the proper functioning and maintenance of all hyperlinks to Dynamis Websites; and
2. compliance with Dynamis Trade Mark Guidelines.

2.3The Partner will provide Dynamis with:

1. all co-operation in relation to this Agreement; and
2. all access to such information as may be required by Dynamis,

as is necessary for the proper performance of Dynamis' obligations under this Agreement.

2.4The Partner will at all times while this Agreement is in force have a Partner Programme Manager. The first Partner Programme Manager will be as specified in the Registration Form or as otherwise notified by the Partner and listed on the Dynamis Partner Portal. The Partner Programme Manager will have the authority to contractually bind the Partner on all matters relating to this Agreement.

2.5The Partner acknowledges and agrees that it has no authority to legally bind Dynamis in relation to Partner Users, other users or anyone else and that it has not been appointed and is not the agent of Dynamis for any purpose. The Partner agrees that it will not make to anyone any representation or commitment about Dynamis, any Dynamis Website or any of the products or services available on any Dynamis Website.

2.6The Partner will comply with all applicable laws and regulations with respect to its activities under this Agreement and to its business. It is the Partner’s responsibility to ensure that use of the Advertising Collateral in its jurisdiction is not prohibited under any relevant laws or regulations.

2.7The Partner shall at all times ensure that the Partner Property contains no material that might reasonably be considered obscene, defamatory, harassing, offensive or malicious, or infringing of any third party rights (including intellectual property rights).

3. COMMISSION AND PAYMENT

3.1Summary: Unless Dynamis agrees with the Partner that Conversions are to be calculated according to other means, each tracked Conversion has 4 possible statuses: pending, confirmed, declined and paid.

1. Pending – a new Conversion that hasn’t yet reached the 60-day confirmation limit. It could still be declined or confirmed. Commission is not payable at this stage.
2. Confirmed – a Conversion that has been confirmed as a valid sale. Payment will be made on the next payment run date as long as the following minimum balance is met: USD50 (fifty US dollars) if the Partner is resident in the USA, AUD50 (fifty Australian dollars) if the Partner is resident in Australia, CAD50 (fifty Canadian dollars) if the Partner is resident in Canada, or GBP50 (fifty pounds sterling) if the Partner is resident anywhere else.
3. Declined – a Conversion that has been cancelled or marked as spam is no longer eligible for a Commission payment. No Commission is payable on these Conversions.
4. Paid – a Conversion that has been confirmed and paid to You.

3.2Unless otherwise agreed in writing between the Partner and Dynamis, Dynamis will pay the Partner at the Commission Rate of 25% of Net Revenue for each Confirmed Conversion. Commission is payable on a receipts, not accruals, basis so if Dynamis receives no revenue in respect of any Confirmed Conversion, no commission is payable. The Partner acknowledges that no Commission arises in respect of any refunds or rebates granted by Dynamis, or any transaction which is cancelled within Dynamis’ user order cancellation period (which is a maximum of 60 days from the date that an order is placed by Dynamis’ customer).

3.3The Partner acknowledges that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement. Dynamis acknowledges that the parties may have agreed other commercial arrangements in respect of activity other than that specified under this Agreement.

3.4All sums payable under this Agreement are exclusive of Sales Tax and if Sales Tax is chargeable it will be paid in addition, provided that the Partner shall have delivered a valid Sales Tax invoice in respect of such Sales Tax to Dynamis.

3.5The Partner will notify Dynamis of any change in its contact or address details and will duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this Agreement.

3.6Except in the case of obvious and self-evident error, Dynamis’ calculations in respect of the amount of Commission payable shall be final.

3.7Dynamis will pay the Partner the Commission on a monthly basis, provided that, in the event that the total monthly fees paid or payable by Dynamis to the Partner is equivalent to less than the minimum balance set out in clause 3.1(b), Dynamis may choose to retain those payments until such time as the Commission exceeds the minimum balance.

3.8Dynamis shall be entitled without liability to cancel any Conversion and not pay any Commission in respect of any Conversion which it reasonably suspects to have been facilitated fraudulently or in breach of this Agreement. Dynamis will endeavour to provide a reason for cancelled Conversions through the Dynamis Partner Portal.

3.9The most common reason for Conversion cancellations are

1. Invalid lead, either from spam or invalid / incorrect customer details
2. Fraudulent card payment
3. Cancelled / refunded transaction.

3.10In the case that Conversions are denominated in a currency other than the bank account into which the Commission is paid, the relevant currency conversion shall take place at the then-current rates of Dynamis’ payment processor, at the time of payment to the Partner.

4. PROPRIETARY RIGHTS

The Partner acknowledges that Dynamis and its licensors own all intellectual property rights in the Dynamis Websites and all Dynamis' products and services. Except as expressly stated in this Agreement, this Agreement does not grant the Partner any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Dynamis. All such rights are reserved to Dynamis.

5. CONFIDENTIALITY

5.1Each party undertakes that it will not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause

5.2Each 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 exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3No party will use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

5.4Neither party will be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

5.5This clause 5 will survive termination of this Agreement.

6. INDEMNITY

The Partner will indemnify Dynamis against all liabilities, costs, expenses, damages and losses suffered or incurred by Dynamis arising out of or in connection with the Partner Property or the marketing or sale of products or services on the Partner Property.

7. PROHIBITED ACTIVITIES

7.1The Partner may not at any time do any of the following, or authorise or permit any of the following:

1. place the Advertising Collateral in any property other than the Partner Property. That means that, for example, the Partner may not use the Advertising Collateral in any newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, or counters;
2. use the Advertising Collateral in a way that might be misleading to any user of the Partner Property.
3. Induce any display of a Dynamis Website that is not the result of a direct click by a Partner User on the Advertising Collateral.

8. PAY PER CLICK ADVERTISING

8.1A Partner may carry out pay-per-click activity on behalf of the Dynamis Websites using generic terms which are neither identical nor confusingly similar to any trade mark used by Dynamis (including any of the names of the Dynamis Websites). Any use of any Dynamis Website’s name (including any variation or misspelling) is strictly prohibited and in the event that Dynamis has a reasonable suspicion that the Partner has engaged in such activity will entitle Dynamis to terminate this Agreement and retain any accrued Commission.

8.2Dynamis may require the Partner to cease any pay-per-click activity in the event that it considers any such use to be inappropriate, at its absolute discretion, and the Partner shall immediately comply with such request.

8.3Pay-per-click activity must be in accordance Google AdWords (or other applicable provider’s) terms, and shall not include "official site" or similar wording and the Partner shall not make any express or implied statements that its advertisement is related to, or endorsed by, Dynamis in any way.

9. LIMITATION OF LIABILITY

9.1This clause 9 sets out the entire financial liability of Dynamis (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner:

1. arising under or in connection with this Agreement; and
2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

9.2Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. In particular, Dynamis does not warrant that the Dynamis Websites will be provided uninterrupted or error-free, or that they are lawful in any jurisdiction outside England and Wales.

9.3Nothing in this Agreement excludes the liability of Dynamis:

1. for death or personal injury caused by Dynamis' negligence; or
2. for fraud or fraudulent misrepresentation.

9.4Subject to clause 9.3:

1. Dynamis will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
2. Dynamis’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the amount paid under this Agreement by Dynamis to the Partner during the 12 months preceding the date on which the claim arose.

10. DURATION AND TERMINATION

10.1This Agreement will commence on the Effective Date and will continue unless otherwise terminated as provided in this clause 10.

10.2Either party may terminate this Agreement at any time by written notice to the other. Without limitation, Dynamis may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its Partner Programme. Dynamis will endeavour to give the Partner as much notice of the same as reasonably practicable, but any such termination will be without liability to the Partner.

10.3In addition to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

1. It reasonably suspects that the other party commits a breach of any term of this Agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

10.4For the avoidance of doubt, termination of this Agreement shall be effective in respect of all Partner Properties.

11. CONSEQUENCES OF TERMINATION

11.1On termination of this Agreement for any reason:

1. all licences and benefits granted under this Agreement will immediately terminate;
2. the Partner will make no more use of the Advertising Collateral or the Dynamis Partner Portal; and
3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.

11.2Except in the event that Dynamis terminates this Agreement under clause 10.3 (in which case no further Commission shall be payable), any Commission arising in advance of the date of termination shall remain payable notwithstanding the termination of this Agreement.

12. OTHER IMPORTANT TERMS

12.1No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

12.2The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

12.3If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.

12.4This 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.

12.5Each party agrees that it will 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 will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

12.6Nothing in this clause will limit or exclude any liability for fraud.

12.7The Partner will not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of Dynamis.

12.8Dynamis may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under this Agreement.

12.9Notwithstanding the use of the word ‘Partner’, nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

12.10Dynamis may vary these terms at any time by giving notice by means of the Dynamis Partner Portal.

12.11Except as specified in clause 12.4 above, no variation of this Agreement will be effective unless it is agreed in writing by the parties.

12.12A person who is not a party to this Agreement will not have any rights to enforce any term of this Agreement.

12.13This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the law of England and Wales.

12.14Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

12.15Clause, Schedule and paragraph headings will not affect the interpretation of this Agreement.

12.16A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

12.17 reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.

12.18A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

12.19A reference to writing or written includes e-mail and (in the case of communications from Dynamis) by means of the Dynamis Partner Portal.

12.20Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

12.21Dynamis reserves the right to change the terms of this Agreement (including the Commission rate) at any time. Notice of such change shall be made by means of the Dynamis Partner Portal and will be effective immediately (unless otherwise specified in the notice of the change).