Training Sensei Partner Agreement

Last updated 11^th March 2021

This Partner Agreement (“Agreement”) contains the complete terms and conditions of the agreement between you (hereinafter “Partner”) and Training Sensei Ltd. (“Training Sensei”), a company registered in England & Wales under company registration number 11994040, and whose registered address 20-22 Wenlock Road, London, N1 7GU, UK regarding your participation in the Training Sensei Partner Program (“Partner Program”).

1. Goals and Limitations of this Agreement

1.1.  The goal of the Partner in the context of this Agreement is to find prospective clients (“Client”), refer them to Training Sensei, and have such Clients enter into an agreement with Training Sensei for the use of the Training Sensei services as defined in the Terms of Service (https://trainingsensei.com/terms-conditions/) (“Referral”).

1.2. The Partner is free to choose the means and techniques of contacting and communicating with prospective clients, including organizing marketing events and running web and email campaigns, displaying a Partner-specific referral code or cookie-based link provided by Training Sensei. However, the Partner may not:

1. use the Partner Program for any illegal or unauthorized purpose. You must not, in the use of the Partner Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction;
2. add “Training Sensei”, and “Training Sensei.com” as negative keywords in any paid search activity, in order to avoid any broad-matching issues;
3. purchase or register any URLs with the Training Sensei brand name or misspelled words as the web address;
4. use “Training Sensei” (including misspells and variations) as a sub-domain or sub-folder without a written permission by Training Sensei (for example, www.Training Sensei.yoursite.com);
5. use Training Sensei banners or links as pop-ups or pop-unders to Partner’s or a third party’s site;
6. bid or appear on brand searches, misspellings or derivatives of “Training Sensei”;
7. bid or appear on extended or hybrid brand searches of “Training Sensei” (for example Training Sensei voucher code, Training Sensei discount code);
8. issue any press release regarding Training Sensei or this relationship, unless specifically agreed between the parties;
9. in any manner misrepresent or embellish the relationship between Training Sensei and Partner (for example, claim that Partner develops Training Sensei services, is part of Training Sensei or in any relationship with Training Sensei or any other person or entity, except as agreed between the parties);
10. use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods such as (but not limited to) spam marketing, acquiring prospective customers through unauthorised databases, overuse of intrusive pop-ups, repeated attempts to contact a prospect when the prospect has requested not to be contacted; and
11. display information regarding Training Sensei and the special terms provided in a format that is accessible by Google search, i.e. the page must be blocked from search indexing, meaning that the page must have a *noindex* meta tag within its HTML code.

1.3  The Partner is responsible for ensuring than any activities undertaken comply with GDPR regulations

1.4  Training Sensei will determine the prices to be charged for services sold under this Partner Program in accordance with our own pricing policies. Services’ prices and availability may vary from time to time. If the Partner chooses to display Training Sensei services’ prices on his/her own website, the Partner should keep this information up-to-date with the prices indicated on Training Sensei’s website including, without limitation, https://trainingsensei.com/pricing/.

1.5. Any violation of this Agreement may result in, among other things, termination or suspension of your rights to be a Partner and forfeiture of any outstanding Partner referral fee payments earned as a result of or after the violation.

1.6.  The Partner is responsible for the accuracy of information provided to prospective Referred Clients, and is responsible for any actions arising out of inaccurate information provided by the Partner to Referred Clients unless the information was first provided inaccurately by Training Sensei to the Partner.

2. Application process

2.1.  When you apply for the Partner Program, you must:

1. provide accurate answers in the requested fields in the Partner Program sign-up form on Training Sensei’s website; and
2. agree to be bound by this Agreement.

2.2.  Training Sensei may request additional information about you in order to make sure that you qualify for the Partner Program. At a minimum, a Partner must be familiar with the Training Sensei services.

2.3.  Training Sensei is under no obligation to accept you as a Partner and may refuse your application for any reason.

2.4.  Upon acceptance of the terms stipulated in this Agreement, Training Sensei will activate your Partner account (“Partner Account”).

3. Referrals

3.1.  Upon activation of the Partner Account, you will earn a fee for referring Clients to Training Sensei (“Referral Fee”) subject to the terms and conditions provided in this Agreement.

3.2.  You will be entitled to a Referral Fee only if the Client you refer (“Referred Client”):

1. signs up for Training Sensei services using a Partner-specific referral code or cookie-based link provided by Training Sensei;
2. concludes an agreement for using the services provided by Training Sensei (“Client Agreement”); and
3. pays for Training Sensei’s services.

3.3. If the Referred Client signs up for Training Sensei services by going to Training Sensei’s website directly without entering the Partner-specific referral code in the signup form, such Referred Client will not be associated with the Partner who referred it to Training Sensei, and therefore the Partner will earn no Referral Fee. For the avoidance of doubt, in such circumstances the Partner will not be entitled to a Referral Fee.

3.4 Section 3.3 above may not applicable at the sole discretion of Training Sensei if the Partner can demonstrate that the Referred Client was referred by the Partner despite not using the Partner’s referral code. This could, for example be proof in the form of an email conversation between the Partner and Referred client which clearly shows the Referred Client has ultimately procured Training Sensei’s services following a referral by the Partner.

3.5 Training Sensei reserves the right to change the mechanism it uses to create and track Referrals at any time. Training Sensei will notify the Partner of these changes in writing. Partner’s continued participation in the Partner Program after any such changes shall constitute your consent to such changes.

4. Referral Fee and Its Payments

4.1.  Training Sensei will provide a monthly report via email on Referral Fee due to the Partner by no later than the 15th of the month following the end of each month.

4.2.  The Referral Fee is 20% (twenty percent) of all receipts (excluding taxes and bank fees) that Training Sensei receives from the Referred Client for the lifetime of each Client Agreement.

4.3.  Any non-GBP denomination Referral Fee will be converted into GBP for payment via Bank Transfer, Using the applicable Bank rate at the time.

4.4  If the accrued Referral Fee is or exceeds fifty GBP (£50), the accrued Referral Fee will be paid to the Partner by approximately the 15th of the month following the end of each month via Bank Transfer. If the accrued Referral Fee is less than fifty GBP (£50), the Referral Fee may be further accumulated by Training Sensei until the accrued Referral Fee reaches at least fifty GBP (£50).

4.5  Training Sensei may withhold payments of Referral Fee for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by Training Sensei in its sole discretion. In addition, Referred Client payments for annual subscriptions that are cancelled or payments charged-back due to credit card fraud do not qualify for Referral Fee.

4.6.  Where the Partner believes the Referral Fee has been wrongly calculated, the matter must be brought into Training Sensei’s attention by email to info@trainingsensei.com within five (5) business days of Partner receiving the report. Not doing so will constitute Partner’s acceptance of the calculation and the payment made based on it.

4.7.  The Partner is required to submit a monthly invoice to Training Sensei which corresponds to the calculated Referral Fee, plus any applicable taxes.

4.8.  Any costs related to the performance of the Partner Agreement shall be borne solely by the Partner. Training Sensei is not obligated or required to and shall not pay any compensation to the Partner other than the Referral Fee.

5. Taxes

5.1.  Training Sensei shall have no responsibility for determining or withholding any taxes applicable to the Referral Fee.

5.2.  Partner shall be solely responsible for determining whether:

1. Partner or Training Sensei is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Referral Fee and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Training Sensei, as appropriate; and
2. Training Sensei is required by applicable law to withhold any amount of the Referral Fee and for notifying Training Sensei in writing of any such requirement. Partner agrees to fully indemnify Training Sensei against any claims that may be asserted against Training Sensei or any losses Training Sensei may incur in the event Partner fails to notify Training Sensei of such requirement (including penalties and interest).

5.3.  In the event of an audit of Training Sensei, Partner agrees to promptly cooperate with Training Sensei and provide copies of Partner’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Partner is engaging in an independent business.

6. Personal data

6.1.  Training Sensei is not obliged to share with Partner any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have concluded a Client Agreement with Training Sensei.

6.2.  If the Partner wishes to keep personal data concerning Referred Clients for its own internal use, the Partner must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them).

6.3.  Training Sensei will permanently delete Partner’s personal data related to the Partner account within thirty (30) days upon termination of this Agreement.

6.4.  If the Partner requests in written form for their personal data related to their Partner account to be deleted, Training Sensei will erase such data within thirty (30) days upon the reception of the erasure request.

6.5.  Personal data collected in the Partner Program sign-up form from Partners who have violated the terms of this Agreement is retained for thirty-six (36) months upon the termination of this Agreement to prevent re-registration by the same person or company.

7. Materials

7.1.  Training Sensei may make available to the Partner a variety of sales and marketing materials such as logos, brochures, banners, photos, videos etc. (“Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, the Partner agrees to:

1. only use the Materials only for the purposes of performing their obligations under the Partner Agreement;
2. not to modify, alter or otherwise change the Materials without Training Sensei’s prior written consent;
3. to cooperate fully with Training Sensei in order to maintain the Materials; and
4. to use only the Materials which are provided by Training Sensei, or materials which have been created by the Partner and have expressly approved by Training Sensei in advance of use.

7.2.  All Materials are the copyrighted property of Training Sensei, its Partners and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to Training Sensei, its Partners and/or third party licensors and your use of the Materials does not grant to you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of Training Sensei.

8. Limitation of Liability

8.1. Training Sensei and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Partner for any amount or kind of loss or damage that may result to Partner or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Partner Program.

8.2. If Partner’s use of Materials provided under the Partner Program results in the need for servicing, repair or correction of equipment, software or data, the Partner assumes all costs thereof.

8.3. Training Sensei’s maximum aggregate liability under or in connection with this Agreement and the Partner Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which Training Sensei is obliged to pay Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.

9. Miscellaneous

9.1.  The Partner Agreement shall become effective as of acceptance to the Partner Program and will end when terminated by either party. Either you or Training Sensei may terminate the Partner Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least fourteen (14) days in advance. Notice by e-mail, to your address on the Training Sensei records, is considered sufficient notice to terminate the Partner Agreement. Upon termination of the Partner Agreement, Training Sensei will pay to the Partner any legitimate outstanding Referral Fees. In addition, unless Training Sensei has terminated the Agreement as a result of Partner’s breach of the Agreement, in which case, Training Sensei shall have no obligation to pay Referral Fees accrued after the termination of Partner Agreement, Training Sensei shall pay any due Referral Fees for up to twenty four (24) months following termination of the Agreement.

9.2.  Training Sensei reserves the right to terminate the Partner Agreement with immediate effect with any Partner who Training Sensei reasonably believes has violated this Agreement or applicable laws. Such violating Partner shall not be entitled to any accrued by and unpaid Referral Fees.

9.3.  Partner and Training Sensei are independent contractors, and nothing in this Partner Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to represent or act on behalf of Training Sensei, including to make or accept any offers or representations or payments on Training Sensei`s behalf.

9.4.  Training Sensei reserves the right to update and change the terms of this Agreement from time to time with a ten (10) day notice via email. Any amendments, modifications, enhancements or changes to the Partner Program including the release of new features and resources made available by Training Sensei from time to time shall be subject to these terms. Continued participation in the Partner Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: https://trainingsensei.com/Partner-scheme/Partner-agreement. In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, Training Sensei shall pay you any Referral Fees that accrue based on the terms in effect immediately prior to your termination for twenty four (24) months following termination of the Agreement.

10. Applicable law and jurisdiction

10.1.  The Partner Agreement shall be governed by and construed in accordance with the laws of England & Wales, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Partner and Training Sensei, any dispute arising out of or relating to the Partner Agreement, or the breach thereof shall be governed by the terms set forth in Section 10.2 below.

10.2.

1. Parties will first act to resolve the dispute in good faith.
2. The parties will consider Alternative Dispute Resolutions as well as formal court proceedings where appropriate, should an agreement not be reached.

By accepting this Agreement, the Partner confirms that it has reviewed the Training Sensei Partner Agreement and agrees to the terms and conditions stipulated therein. If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.