Affiliate Scheme

Introduction agreement

[between]

Micromode Medical Limited t/a CACI International

and

Introducer

Parties

• Micromode Medical Limited t/a CACI International incorporated and registered in England and Wales with company number [02698578] whose registered office is at 514 Centennial Avenue, Centennial Park, Elstree , Hertfordshire WD6 3FG (Principal)
• Introducer (influencer)

BACKGROUND

• The Introducer reviews skincare products and has a number of contacts, who may be interested in purchasing skincare products from the Principal.
• The Principal wishes to be introduced to such contacts as Prospective Clients, and is willing to pay the Introducer a commission on the terms of this agreement if such contacts purchase skincare products from the Principal’s website.
• The Introducer is willing to publish/post their review of the Principal’s skincare products and introduce contacts to the Principal in return for commission as specified in this agreement.

Agreed terms

1. Interpretation

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

• Definitions:

• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Commencement Date: has the meaning given to it in clause 11.
• Commission: has the meaning given to it in clause 1.
• Introduction: the provision of introducing contacts of the Introducer to the Principal as prospective clients and recommending the purchase of the Products from the Principal. Introduce, Introduces, and Introduced shall be interpreted accordingly.
• Introduction Date: for each Prospective Client, the date during the term of this agreement on which the Introducer first Introduces such Prospective Client to the Principal.
• Net Income: sales invoiced by the Principal and paid in full by the contact of the Introducer excluding VAT and delivery charges but after applying any discounts granted by the Principal to the contact of the Introducer.
• Prospective Client: a contact of the Introducer but a person to whom the Principal has not at any time previously provided the Products and with whom the Principal has not been in bona fide negotiations to provide the Products in the six months before the Introduction Date.
• Relevant Contract: a contract for the supply of Products entered into during the Introduction Period between the Principal and a Prospective Client who was Introduced by the Introducer.
• Products: the retail skincare products available for purchase on the Principal’s websites https://caci-microlift.co.uk and https://cacibeauty.com and https://caci-international.co.uk provided by the Principal [together with any other products from time to time offered by the Principal and which the Principal, by express written notice to the Introducer, includes within the scope of this agreement].
• Territory: World Wide Web.
• Unique Discount Code: A unique code that is valid for 3 months from the date of issue, given to the Introducer by the Principal that will entitle the Introducer’s contacts to a 10% discount on the standard purchase price of the Principal’s skincare products that have been reviewed and published/posted by the Introducer and subsequently purchased on the Principal’s website(s) (excluding delivery charge & VAT) and that is used for commission purposes to calculate the total value of product sales generated each month using the Introducer Unique Discount Code.
  • A reference to writing or written includes fax and e-mail

2. Introductions
   • The Principal appoints the Introducer on a non-exclusive basis to identify Prospective Clients for the Principal’s products and to make Introductions of such persons on the terms of this agreement.

• Duties of Introducer.
  • Good faith. The Introducer shall serve the Principal faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
  • The Introducer shall publish/post their review(s) of the Principal’s skincare products;
  • The Introducer shall use its best endeavours to make Introductions of Prospective Clients;
  • Compliance with instructions. The Introducer shall comply with all reasonable and lawful instructions of the Principal.
• Limited scope of authority.
  • No authority to bind. The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Principal in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised.
  • No authority to contract or negotiate. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Principal, including for the provision of the Products or the price for them, and shall not negotiate any terms for the provision of the Products with Prospective Clients.
• Limits on representations. The Introducer shall not, without the Principal’s prior written consent, make or give any representations, warranties or other promises concerning the Products which are not contained in the Principal’s marketing material.
• Consequential introductions. Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces the Principal to a third party who purchases Products from the Principal, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Principal.

3. Commission and payment
   • Commission entitlement. The Introducer shall be entitled to Commission if a Prospective Client Introduced by the Introducer purchases the reviewed skincare products via the Principal’s website(s) using the Introducer’s Unique Discount Code. The introducer shall not be entitled to receive commission on any other products purchased from the Principal’s website by the Prospective Client that have not been reviewed by the Introducer.
   • Commission rate. The amount of commission payable to the Introducer shall be at the rate of 10% of the Principal’s Net Income received under each purchase of the reviewed skincare product(s) by the Prospective Client using the Introducer’s Unique Discount Code.
   • Duty on Principal to disclose commission data. The Principal shall on a monthly basis notify the Introducer in writing of the following:
     • the date of each product purchase made using the Introducer’s Unique Discount Code ;
     • the monetary value of each product purchase made using the Introducer’s Unique Discount Code
     • the total value of commission payable to the Introducer for product purchases using the Introducer’s Unique Discount Code ;
   • Commission statement. The Principal shall within 14 days of the end of the month in which the Principal received the corresponding income for Products send to the Introducer a written statement setting out, in respect of such month, and in respect of each relevant sale:
     • the Commission payable to the Introducer;
     • the income for Products received and details of any sums due which have not been received or refunds given; and
     • how the Commission has been calculated, including details of all deductions made in determining Net Income.
   • Invoicing of Commission. The Introducer shall invoice the Principal for the Commission payable in accordance with the Principal’s statement submitted pursuant to clause 4, together with any applicable VAT
   • Due date for commission. Provided the procedures set out in clause 4 and clause 3.5 have been followed, all Commission payable to the Introducer shall be due by the end of the month following the issue date of the Introducer’s invoice.
   • Currency of Commission. Commission shall be payable to the Introducer in pounds sterling.
   • All sums payable under this agreement:
     • are exclusive of value added tax , which shall be added to the sum in question;
     • shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
       • lawfully avoid making any such deductions; or
       • enable the payee to obtain a tax credit in respect of the amount withheld.
     • Accounts and records. The Principal shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Principal, all payments received under them and all deductions made in the calculation of Net Income. The Principal shall permit the duly appointed representatives of the Introducer at all reasonable times , but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to the Principal.
     • Exclusions from Commission. No Commission or other compensation shall be payable where:
       • the Principal contracts with a third party in the circumstances described in clause 6
     • Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Principal’s obligation to pay Commission to the Introducer in accordance with it.
4. Obligations of the Principal
   • Good faith. The Principal must at all material times act in good faith towards the Introducer.
   • Provision of information. The Principal shall provide the Introducer at all material times with the information the Introducer reasonably requires to perform its duties, including marketing information for and details of the Products, and information about the Principal.
   • Notices of suspension or cessation of Products. The Principal shall inform the Introducer immediately if the Principal discontinues the sale of any Products.
   • Payment of expenses. The Principal shall not be responsible for any expenses incurred by the Introducer unless such expenses have been agreed by the Principal in writing, in advance.
   • Freedom of Principal not to pursue Introductions. The Principal shall be under no obligation to:
     • follow up any Introduction made by the Introducer; or
     • enter into a contract for sale with any introduction made by the Introducer.
5. Commencement and duration

This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue until terminated by either party

Termination

6. 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

Agency

7. No partnership or agency between the parties. 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
   • No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
8. Entire agreement
   • Entire agreement. 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.
9. Third party rights

No one other than a party to this agreement shall have any right to enforce any of its terms.

10. Governing law

This 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) shall be governed by and construed in accordance with the law of England and Wales.

11. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have [exclusive OR non-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).