Davinci Virtual Office Solutions - Davinci Affiliate Program

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Terms and Conditions
	DAVINCI VIRTUAL INTRODUCER PROGRAMME This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Davinci Virtual Introducer Program (the "Program"). As used in this Agreement, "we" means Davinci Virtual, "you" or introducer means the applicant, and "services" means virtual communication or location solutions offered by Davinci Virtual. 1. ENROLLMENT IN THE PROGRAM To begin the enrollment process, you will submit a completed Program application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your organisation or website is unsuitable for the Program. Unsuitable websites include, but are not limited to, sites that: promote or contain or link to sexually explicit materials promote violence promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age promote illegal activities violate intellectual property rights or violate any local, state, federal or other law or regulation contain any libelous, defamatory or disparaging materials contain little or no original content The Davinci Introducer programme recognizes and rewards different Tiers within its programme dependant upon the number of introductions, level of exclusivity around those introductions and the rate at which they convert into signed deals 2. LINKING TO DAVINCIVIRTUAL.CO.UK You may not alter product images, descriptions and pricing. We can provide access to a link to our site. You must use approved methods of linking to our website by Davinci Virtual in order to meet the best practices criteria. If you would like to modify the links provided, you need prior written permission from Davinci Virtual. We will also provide additional linking methods, such as banners, affiliate platforms and other methods from time to time. You may not alter ad banners, logos or any other content available without written permission from Davinci Virtual. 3. INTRODUCERS OBLIGATIONS The Introducer has a duty to: o ensure that any introduction made to Davinci is done with the relevant parties consent o direct the enquiry or introduction to Davinci appropriate contact point, namely direct sales (sales@davincivirtual.co.uk or 02070846222) o comply in all respects with the terms of the Data Protection Act 1988 (as amended from time to time); o record, track and invoice Davinci for commission fees based on the appropriate commission Tier and the agreed schedule o present at all times that the service is provided by Davinci and not by the introducer themselves - for the avoidance of doubt, this agreement does not provide you with the ability or legal right to create a white-label or Affiliate Label product set based on the Davinci solution 4. DAVINCI OBLIGATIONS Davinci has a duty to: o notify the introducer in the event that a customer introduced to it by the introducer subsequently signs a Service Agreement and the notification shall include full details of the Services Agreement including the amount payable and the duration o not (save as may be required at law) pass details of the relevant parties to any other third party without the prior written consent of the Introducer 5. INTRODUCTIONS o All introductions must be made to Davinci relevant contact point (as above) in either written or electronic format, however, where an introduction is made orally it must be confirmed by the Introducer in writing (by e-mail or fax ) within 24 hours. o Introductions will expire six months from the date of the original introduction unless a Services Agreement has been signed by the introduced customer 6. REFERRAL FEES Subject to the terms and conditions of this Agreement, you will be paid referral fees for each unique user that successfully purchases services from Davinci Virtual. You will also be paid referral fees for each unique user we determine found us directly through you via word of mouth or other sources. If it is later determined by Davinci Virtual that the user is not a unique individual originally referred by you, Davinci Virtual retains the right to withhold payment. 7. COMMISSION SCHEDULE & FEE PAYMENT We will pay commission to you when you introduce an applicant that subsequently signs a Services Agreement for Davinci Virtual Services. The commission paid for the introduction will vary depending upon the Tier at which the Introducer is participating in the Davinci Virtual Introducer Programme The introduction of an applicant or customer is deemed to be acceptance of these terms & conditions 8. PROGRAMME TIERS The Davinci Introducer programme recognizes and rewards different Tiers within its programme dependant upon the number of introductions, level of exclusivity around those introductions and the rate at which they convert into signed deals. Introducers must meet at least 2 of the qualifying criteria of Conversion, Exclusivity or Volume when assessing which Tier they choose to participate at. TIER 1 Qualifying critieria Required conversion rate: 10%+ Level of exclusivity: Single or dual-supplier Volume: 50+ deals p/mth Reward: Tier 1 commission fee applies, monthly for the life of the client, includes renewals, upgrades & downgrades Comments: This tier is designed with our key introducers in mind where we are working on an almost exclusive basis with regular lead flow, good quality leads which result in high levels of conversion. Leads are passed via a system or dedicated enquiry form where they are sent directly to providers and we are not reliant upon individual consultants choice on who to place deals with. The organization typically has mandated that Virtual Offices is an area of focus for them and that Davinci is one of their key providers. Typically their own sales team are given Virtual Office targets to achieve on a monthly basis. TIER 2 Required conversion rate: <10% Level of exclusivity: One of 3+ suppliers Volume: < 50 p/mth Reward: Tier 2 commission fee applies, one off payment, no renewals Comment: This tier is designed for introducers that send through a regular flow of deals where they are working with multiple operators. Typically competition around these is far greater, lead quality may be poorer and perhaps unqualified which results in lower levels of conversion. Often deals are not sent through via a system or enquiry form and are manually forwarded by consultants and based on personal preference TIER 1 COMMISSION FEE 10% (ten percent) of gross revenues, main products only, includes office upgrades TIER 2 COMMISSION FEE MINIMUM CONTRACT TERM: 1 MONTH ON THESE PRODUCTS Live Receptionist 25 Monthly Retail £59.00 Bounty: £19.00 one time Live Receptionist 50 Monthly Retail £99.00 Bounty: £33.00 one time Live Receptionist 100 Monthly Retail £149.00 Bounty: £49.00 one time Live Receptionist 250 Monthly Retail £249.00 Bounty: £83.00 one time Live Receptionist 600 Monthly Retail £499.00 Bounty: £166.00 one time Live Receptionist 1000 Monthly Retail £999.00 Bounty: £333.00 one time Automated Attendant Monthly Retail £59.00 Bounty: £19.00 one time MINIMUM CONTRACT TERM: 6 MONTHS ON THESE PRODUCTS Local Business Identity Monthly Retail dependant upon location Bounty: £40.00 one time Davinci reserve the right to review and adjust an Introducers Tier based on performance against the qualifying criteria on a quarterly basis. No additional commission will be payable on previous deals when moving between Tiers e.g when moving from Tier 2 to Tier 1 the Introducer will not begin to receive a recurring payment where commission has already been paid. Conversely when moving from Tier 1 to Tier 2, no additional once off payment will be due where commission has already been paid. 9. OFFICE UPGRADES In the event that a virtual client contracts with a provider of a Business Identity Location for full time tenancy within the first ninety (90) days of their virtual agreement with Davinci, Introducer and Davinci will split the obtained commission revenue at 50% to Davinci and 50% to Introducer. (Typical parameters of this commission will be 10% of the full fixed lease rate for the first 12 months of the tenancy) 10. OFFICE ENQUIRIES Davinci Virtual hereby also agrees to share full time space requiring leads on an ongoing, non-exclusive basis with Introducers during the term of this agreement. In the event that a Davinci Virtual Lead will contract with a provider of office space for full time tenancy based on Introducers efforts, Introducer and Davinci will split the obtained commission revenue at 50%. 11. FEE PAYMENT Subject to the terms and conditions of this Agreement, you will be paid the referral fees on a calendar month basis for applicable gross revenues. Subject to the terms and conditions of this Agreement, deals must survive an initial 30days, roll for 2nd monthly payment and all customer account transactions must clear any and all related credit card charges. Payments to broker will be issued 30 days after receipt of quarterly invoice. Any questions you have about the payments payable to you through this program should be directed to sales@davincivirtual.co.uk 12. CUSTOMER POLICIES AND PRICING Customers who purchase services with Davinci Virtual through this Program will be deemed to be customers of Davinci Virtual. Accordingly, all Davinci Virtual rules, policies and operating procedures concerning services will apply to those customers. We may change our policies and operating procedures at any time. For additional information regarding Davinci Virtual terms of service, please see the terms at www.davincivirtual.co.uk. 13. IDENTIFYING YOURSELF AS A DAVINCI VIRTUAL BROKER We will make available to you a small graphic image that identifies your site as a Program participant. You may display this logo or the phrase "in association with Davinci Virtual " somewhere on your site. We may modify the text or graphical image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to the Davinci Virtual home page at www.davincivirtual.co.uk. 14. LIMITED LICENSE We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the small graphic image and such other Davinci Virtual logos and text for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the image, the message, or any of our images or trademarks in any way. We reserve all of our rights in the image, the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided here you agree that you have no rights, title or interest in or to the image, the message or other images, trademark or tradenames provided to you by Davinci Virtual and all uses of such materials by you will inure to the benefit of Davinci Virtual. You agree not to apply for registration of any of the Davinci Virtual trademarks, servicemarks or tradenames (or any image similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Davinci Virtual or its trademarks. We may revoke your license at any time by giving you written notice. 15. RESPONSIBILITY FOR YOUR SITE You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment creating and posting merchant descriptions on your site and linking those descriptions to our site the accuracy and appropriateness of materials posted on your site ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilised by Davinci Virtual. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow Davinci Virtual to use screen shots of any of your Web pages that contain the Davinci Virtual HTML code in Davinci Virtual promotional materials. The information provided by Davinci Virtual to you may be proprietary in nature. You acknowledge that you are not a competitor of Davinci Virtual, and agree not to share this information with any of our competitors. Anyone found in violation of these terms and conditions is subject to breach of agreement and Davinci Virtual may pursue legal options at its discretion. 16. TERMS OF THE AGREEMENTS The term of this Agreement shall be effective for 12 months commencing on the Effective Date. This Agreement will be automatically renewed in consecutive additional periods of one year, unless terminated earlier in accordance with the terms of this agreement. DAVINCI may terminate this Agreement effective immediately in the event of any of the following occurrences: A. Referrer insolvency, bankruptcy, receivership or dissolution; B. Referrer actual or attempted assignment of this Agreement or any duties under this Agreement to another party without DAVINCI prior written consent; C. Referrer material breach of any provision of this Agreement; D. Referrer making of misrepresentations about DAVINCI; E. Referrer attempted or actual sale of unauthorised services or unauthorised rates; F. Conduct by Referrer, or any of its employees or agents or any other person, firm or entity acting on its behalf which subjects DAVINCI to any fine, penalty, complaints, inquiry or investigation regarding customer slamming, cramming, or any other unfair, illegal or unethical business practices; G. Any regulatory, judicial or legislative body having jurisdiction over the services provided by DAVINCI issues any order, policy, procedure, ruling, action or mandate that affects in any way the manner, method or terms under which DAVINCI provides the services. In the event of a termination. You are only eligible to earn referral fees where such referrals have been linked to your domain name during the term of this Agreement only. We may withhold your final payment for a reasonable time by DAVINCI under this Section 5, DAVINCI obligation to pay commissions will cease immediately. 17. MODIFICATION We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 18. RELATIONSHIP OF PARTIES You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 19. LIMITATION OF LIABILITY WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM OR THE SERVICES BY CUSTOMERS REFERRED TO US BY YOU, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT. 20. DISCLAIMERS WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Further, you will indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, reasonable attorneys' fees) relating to any warranties or representations made by you with respect to the Program or any services made available through the Program or through the Davinci Virtual site. These obligations will survive any termination of this Agreement. 21. INDEPENDENT INVESTIGATION YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 22. PRICING DAVINCI reserves the right to prescribe the pricing and the terms and conditions under which its services/products are offered and provided. DAVINCI also relies on pricing from suppliers and are subject to the terms and conditions of the suppliers. 23. TRADEMARK USE Referrer may not use any service mark, trademark or logo design of DAVINCI except as set forth in this agreement. Referrer, under no circumstances, will advertise DAVINCI products or services without DAVINCIÃÔ prior written approval. All advertising materials utilised by Referrer, including but not limited to press releases or publications of Referrer, or a third party on behalf of or with the authorisation of Referrer, are subject to prior written approval. Failure to obtain prior written DAVINCI approval for all advertising materials will be deemed a material breach of the Agreement, subject to immediate termination. A Referrer may use service marks, trademarks, trade names and logo designs of DAVINCI only in the marketing materials, advertising and promotional literature (collectively, the materials used in its solicitation of Prospects for the sale of DAVINCI services or products, provided that any usage of any DAVINCI mark or trade name in such Materials and the advertising claims associated therewith, in each instance, has been approved in writing in advance by DAVINCI. B Referrer acknowledges and agrees that: (i) the marks are owned by DAVINCI; (ii) it will do nothing inconsistent with such ownership; (iii) all use of the DAVINCI marks by it will inure to the benefit of and be on behalf of DAVINCI; (iv) all goodwill resulting from use of such service marks or trademarks vest solely in DAVINCI; (v) that nothing in this grant will give it any right, title or interest in DAVINCI marks other than the right to use the marks in accordance herewith; (vi) it will not attack DAVINCI title to the marks or the validity of this grant and Referrer will neither have nor make any claim to such service marks or trademarks; and (vii) further agrees to use DAVINCI marks only in the form and manner prescribed from time to time by DAVINCI and not to use any other trademark or service mark in combination with any of DAVINCI marks without the prior written approval of DAVINCI. C This grant of a limited, non-exclusive authorization may not be assigned to any other entity or person without the prior written approval of DAVINCI. D Referrer agrees, at its own expense, to defend, indemnify and hold DAVINCI harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses, including legal fees, arising either from use of DAVINCI marks by Referrer or any third party authorised by Referrer or Referrer advertising claims made in connection therewith, other than a claim based on an assertion by a third party either that DAVINCI does not own the marks, does not have the right to grant the authorization provided herein, or that the substance of an advertising claim approved by DAVINCI is materially false or misleading. E Upon termination of this Agreement, any permission or right to use the marks granted hereunder will cease to exist and Referrer will immediately cease any use of such marks and immediately cease referring to itself as an authorised Referrer. Referrer must submit prior to use to DAVINCI all advertising and marketing materials, including but not limited to business letterhead, press releases, flyers, brochures and electronic media content utilizing DAVINCI name. 24. LIMITATION OF LIABILITY THE LIABILITY OF DAVINCI TO REFERRER UNDER THIS AGREEMENT IS LIMITED TO THE OBLIGATION TO PAY COMMISSIONS AS DESCRIBED HEREIN. DAVINCI WILL NOT BE LIABLE, IN ANY EVENT, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER OR NOT BN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR PUNITIVE DAMAGES, BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. DAVINCI WILL HAVE NO LIABLITY TO REFERRER FOR COMMISSIONS THAT MIGHT HAVE BEEN EARNED UNDER THIS AGREEMENT BUT FOR REFERRERÃ´ DELAY IN ACCEPTING OR PROCESSING ANY ORDER, REFUSAL OF ANY ORDER OR THE INABILITY OR FAILURE OF REFERRER TO PROVIDE SERVICES TO ANY PERSON OR ENTITY OR IN THE EVENT OF DISCONTINUATION OR MODIFICATION OF THE SERVICES. 25. INDEMNIFICATION Each party agrees to indemnify and hold harmless the other, its officers, directors, shareholders, employees, agents, successors, assigns and independent contractors from and against all losses, claims, damages, liabilities or expenses of any description, including but not limited to reasonable attorneys fees and costs and allocable costs of in house legal counsel, arising out of the indemnifying party acts or omissions, or those of its officers, directors, partners, employees, agents or other Referrers, if any, including but not limited to the misrepresentation of prices or services or the payment or nonpayment of any sums to Prospects or other third parties. The indemnifying party agrees to promptly defend against any of these losses, claims, damages, liabilities or expenses but will not settle without consulting the other party and obtaining that partyÃÔ prior written consent. The indemnifying party must also allow the other party to participate in the defense. Each party will immediately notify the other of the commencement or threatened commencement of any action, suit or proceeding, and of the issuance or threatened issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality involving activities under this Agreement or that may affect such indemnification. 26. CONFIDENTIAL INFORMATION Referrer will not disclose to any third party any information in any and all forms received from DAVINCI under this Agreement, including but not limited to information relating to DAVINCI products, services, technology, business strategies, development and pricing. All such information will remain the property of DAVINCI and Referrer may make only copies of such information in tangible form as is reasonably required for ReferrerÃÔ use. 27. ASSIGNMENT Neither this Agreement nor any of Referrer rights or obligations hereunder may be sold, assigned, sublet, encumbered or transferred by operation of law or otherwise (hereafter, a transfer without the prior written consent of DAVINCI which will not be unreasonably withheld. Any Transfer by Referrer without DAVINCI prior written consent shall entitle DAVINCI, at its option to: (a) consider the Transfer void; (b) consent to the Transfer and hold the Referrer and any transferee(s) liable hereunder; or (c) terminate this Agreement immediately upon delivering written notice to Referrer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or purported assigns. DAVINCI may transfer, assign or otherwise in any manner encumber this Agreement and its rights and obligations hereunder without ReferrerÃÔ prior consent. 28. MISCELLANEOUS This Agreement will be governed by the laws of the United Kingdom, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal courts or state courts, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Entity Information Official Business Name Legal First & Last Name Requested Tier (1 or 2) Business Phone Mobile Phone Fax Number Email Address Physical Address City State Postcode Country Entity Type Individual Partnership Corporation Sole Proprietorship LTD Company LLP Foreign Non-Profit Other Name (printed) Name (printed) Date (printed) Date (printed) SIGNED on your behalf As Officer for Company SIGNED on our behalfÍ¥avinci
	I have read, understand and agree to the above terms and conditions.

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