INTRODUCER AGREEMENT

1. PARTIES

Omnipresent

OMNIPRESENT GROUP LIMITED, a private limited company incorporated in England and Wales with company number 12327661.

Introducer

A Company or Person making an Introduction of Potential Clients (as defined below) to the other party.

Receiver

Omnipresent when benefiting from an Introduction of Potential Clients (as defined below) by the other party.

Together, the Introducer and Receiver shall be known as the “Parties”.

Agreement

The Introducer agrees to introduce Potential Clients (as defined below) to the Receiver as it deems relevant.

The Receiver agrees that, if a Potential Client buys the Receiver’s Services under a Qualifying Contract, the Receiver will pay the Introducer a Commission.

2. KEY TERMS

Services

For the purposes of Omnipresent acting as Receiver: Employer of Record services, including providing, directly or indirectly, legal local employment, employment contracts, payroll and benefits.

Potential Client

A “Potential Client”:

must be a qualified lead - that is a party with a need for the Services and an expressed interest in the Receiver as a possible provider of the Services;
in the case of a company or other corporate entity, must include the details of an employee of the business who is sufficiently senior, and is authorised to approve or recommend entering into a Qualifying Contract with the Receiver; and
must not be any person to whom the Receiver has previously provided the Services to, or been in genuine negotiations to provide the Services to, in the 12 months before the Introduction.

Introductions

An “Introduction” will be the direct connection, by email, a dedicated link, or other methods of communication, as agreed by both parties, of a Potential Client by the Introducer with a member of the Receiver’s sales team.

Introduction Process

During the Term, the Introducer may make Introductions to the Receiver in consideration of the applicable commission, as agreed. Introductions shall be made from the Introducing Party's Introductions Manager to the Non-Introducing Party's Introductions Manager, by email or such other method as determined by the Parties from time to time. Introductions shall include accurate and complete information regarding the prospective customer, including, at a minimum, company, name, and email address.

Vetted Customers

A Vetted Customer means a potential customer which the Introducer may wish to Introduce to the other Party, who has a genuine interest in obtaining the Receiver’s Services and whom, as far as the Introducer is aware, is of good financial standing and not in breach of any third party agreement.

Each Party shall use all reasonable endeavours to ensure that it makes Introductions only in respect of Vetted Customers, and shall promptly notify the other Party if it becomes aware of any change to the status of an Introduced customer after the Introduction.

Acceptance of Introductions

Upon receipt of the complete Introduction information, the Receiver shall within twenty (20) business days provide written notice that it either (a) declines the Introduction; or (b) accepts the Introduction. The Receiver shall not unreasonably decline an Introduction. If the Receiver does not respond to the Introduction within the specified time period, the Introduction shall be deemed to have been accepted. If the Receiver accepts an Introduction, the Introducer shall provide all reasonable assistance to the Receiver to enter a sales agreement with the prospective customer.

Qualifying Contract

A written contract for Services between the Receiver and the Introducer’s contact following an Introduction.

Commission (Omnipresent)

For the purposes of Omnipresent acting as a Receiver: For each seat a Potential Client adds with Omnipresent, a commission of 10% from the revenue generated through the Introducer made to Omnipresent for Omnipresent’s Services under a Qualifying Contract for that seat during the first 12 months of the Qualifying Contract will be paid to the Introducer, less any VAT or other sales tax and any expenses incurred / discounts granted by Omnipresent in providing the Services.

Omnipresent will pay the Commission, to the Introducer’s nominated bank account on a quarterly basis, in arrears. The payment will be made in the next quarter from the date that the Qualifying Contract starts, for a period of 12 months.

Incentives (Potential Client)

Parties agree that each Potential Client will access a discount on the Services of the Receiver as follows:

50% off applicable set-up fee and 15% off the applicable monthly management fee, across 160 countries

for a period of 12 months from when the Qualifying Contract starts.

Partnership Governance

Every quarter, each Party shall report on;

the number of introductions made and any Commission payable (“Report”);
such information as the Parties may agree or reasonably certify the accuracy of such Report;
the progress and relevant actions for any co-marketing or initiatives in progress;

3. LEGAL TERMS

Term

This agreement will run until validly terminated by either party.

The parties will conduct an annual joint review of this agreement following each 12 month term elapsed after the date of commencement of this agreement.

Introducer’s promises

The Introducer promises:

Not to allow their own interests to conflict with their contractual responsibilities to the Receiver;
To do their best to make Introductions to potential clients; and
Not to create the impression that they are allowed to enter into contracts for the Receiver, negotiate any terms for Services or produce any marketing materials about the Services unless the Receiver approves them first.

Introducer specific promises

During the term of this agreement and for the duration of 12 months after its termination, you shall not solicit or otherwise attempt to establish any business relationship on the behalf of any other entity or person with any Potential Client, with regards to the Services provided by Omnipresent.

Anti-bribery

The Introducer and the Receiver must work ethically. The Introducer agrees to:

Comply with all laws, regulations and codes relating to anti-bribery and corruption, including the Bribery Act 2010;
Immediately tell the Receiver about any requests or demands for a financial or other advantage received in connection with this agreement; and
Make sure that any person they use in connection with making Introductions under this agreement only does so on the basis of a written contract which contains similar anti-bribery terms.

Confidentiality

Each party undertakes that it has not and will not disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as required by law, or in order to fulfil their obligations under this agreement, including disclosure to necessary employees, representatives and advisors.

Data protection

When making Introductions, the Introducer may share personal data with the Receiver. The Introducer undertakes to share such personal data only having first obtained the proper consents from the data subject and agrees to comply with the EU General Data Protection Regulations and any other data protection laws which apply to them, and will help the Receiver to comply with its data protection obligations when asked.

Termination

The Introducer or the Receiver may end this agreement by giving 1 week’s notice in writing. Terminating this agreement will not affect any rights or responsibilities that either party has to the other at the time of termination.

Miscellaneous

Nothing in this agreement creates a partnership, joint venture or employment relationship between Omnipresent and the Introducer.
This agreement is the whole agreement between the parties.
Any changes to this agreement must be agreed in writing by both parties.
Neither party may assign the agreement or assign or license rights to anybody else, unless authorised in writing by the other party.
Nobody other than a signatory to this agreement has any rights under this agreement.
The parties may sign separate copies of this agreement and together the copies form the whole agreement between the parties.
This agreement is governed by the laws of England and Wales. If the parties have a dispute under this agreement that cannot be settled amicably, the dispute will be finally settled in English under the Rules of Arbitration of the International Chamber of Commerce with the seat and venue of the arbitration in London, England.