1. Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: all information disclosed by one Party to the other Party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information:
- (i) is already in the public domain at the time of disclosure; or
- (ii) enters the public domain other than by a breach of any obligation of confidentiality.
Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (ii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.
Intellectual Property Rights: patents, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, performers’ rights, trade or business names, database rights, domain names, rights in computer software, website addresses, know-how, secret processes, trade secrets, rights to inventions, and any similar rights in any jurisdiction whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them.
Net Income: the payments made to Fiskl for the Fiskl Service under a Subscription Contract less any value added tax or other sales tax on them, any payment processing expenses incurred by Fiskl and any discounts or rebates granted by Fiskl.
Qualified Referrals: Potential Customers:
- (a) who have been Referred by Partner to Fiskl;
- (b) of whom Fiskl has no prior record in connection with the Fiskl Service;
- (c) who accept Fiskl’s terms of service and subscribe to the Fiskl Service within the Referral Period, at a Potential Customer’s own discretion and without receiving any monetary or other incentive from Partner; and
- (d) who are not rejected by Fiskl, and make at least one subscription payment to receive the Fiskl Service. All Potential Customers will be deemed rejected by Fiskl if they do not become a Qualified Referral within the Referral Period.
Referral: the referral of Potential Customers to Fiskl in accordance with Clause 4. Refer, Refers, and Referred shall be interpreted accordingly.
Referral Date: for each Prospective Customer, the date during the term of this Agreement on which the Partner first Refers such Prospective Customer to Fiskl.
Referral Period: for each Prospective Client, 90 days from the Referral Date. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the Referral Period for a particular Potential Customer.
Subscription Contract: a contract for a subscription to the Fiskl Service entered into during the Referral Period between Fiskl and a Prospective Customer who was Referred by the Partner.
1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Writing. A reference to writing or written includes e-mail.
1.6 Including. 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.
1.7 Clauses. References to Clauses are to the clauses of this Agreement.