Terms & Conditions
Click to View Word Version >>> 
THIS AGREEMENT is made the 31st October 2007
BETWEEN:
(A) MEM CONSUMER FINANCE LIMITED, a company incorporated in England and Wales under registration number 04786727, the registered office of which is at 88 Wood Street, London, EC2V 7AJ ("MEM");
And
(B) RECOVER LEGAL, a company incorporated in England and Wales under registration number 06248515, the registered office of which is at City Wharf, New Bailey Street, Manchester, M35 ER ("RL") (Collectively the “Parties” and individually a "Party").
INTRODUCTION
(A) MEM provides short term loans to consumers, repayable on their next payday – hereafter referred to as a “payday loan”.
(B) RL wishes to introduce potential customers to MEM.
THE PARTIES AGREE AS FOLLOWS:
1.1 The term of this agreement is no less than 3 months from the date of this agreement and shall remain in force until one of the Parties serves written notice to the other Party to terminate this agreement. The notice period will be 1 month.
2. RL Obligations
2.1 RL shall promote MEM and its payday loans using only content provided or approved by MEM.
2.2 RL shall transfer any leads generated to MEM in accordance with the procedures set out in the MEM integration guide.
2.3 On acceptance of a lead (as described in Clause 5.2), MEM shall have unencumbered title to the data and RL shall be prohibited from marketing products which may be deemed in competition to a payday loan to that lead.
2.4 RL shall not be entitled to enter into legal transactions involving commitments with any prospective customers on behalf of MEM.
2.5 RL reserves the right to request changes to the RL’s Cost per Click search engine strategy related to the terms of this agreement. RL agrees to comply with any such request within 5 working days.
2.6 RL is fully responsible for the compliance of data capture, marketing and data use from its sites. MEM bears no responsibility for any non-compliant use, marketing or sales resulting from introductions from RL. Any liability rising from RL’s non-compliance with laws regarding the marketing of loans or data capture rests solely with RL.
3. MEM Obligations
3.1 MEM is fully responsible for the compliance of data security, data marketing and data use of any data provided by RL. For the avoidance of doubt, the agreed use of such data is set out in Schedule 2 attached. Any liability rising from MEM’s non-compliance with laws regarding the marketing of loans or data capture rests solely with MEM.
4. Commission
4.1 MEM shall pay RL a commission for business introduced directly by RL calculated according to Schedule 1 attached.
4.2 Commissions levels will be reviewed three months after the date of this agreement and may be altered as per the terms of Clauses 1.2 and 1.3 above.
5. Payments
5.1 MEM shall pay the appropriate commission to RL on a monthly basis for the previous month’s accepted leads provided that a payment threshold of £50 has been reached. Amounts due but not paid due to minimum threshold not being reached will be accumulated and paid on a quarterly calendar basis. Payments will be made in the first 7 working days following the beginning of a new calendar month.
5.2 For the avoidance of doubt, an accepted lead is one which meets all of the following basic criteria:
- Applicant is over 18 years of age at the time of application;
- Applicant is a UK resident entitled to work in the UK;
- Applicant takes home a net salary (or other provable income) of at least £750 per month;
- Applicant holds a UK current bank account with an associated valid debit card
AND
- Passes MEM’s loan approval process which includes third party credit, identity and bank verification checks undertaken by MEM at the point of application which may change from time to time.
6. Termination
6.1 Each Party may terminate this agreement immediately by giving written notice to the other Party if:
(a) The other party commits a material breach of any of the terms and conditions set out in this agreement; or
- the other Party convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or becomes subject to an administration order or has a receiver, manager or administrative receiver appointed over its assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made against it or shall go into liquidation.
7. Assignment
7.1 Save as expressly provided in this clause 8, neither Party shall assign novate or otherwise dispose of this agreement without the previous consent in writing of the other Party (such consent not to be unreasonably withheld or delayed).
7.2 MEM shall be entitled to assign this agreement where such assignment is made in connection with the sale or other transfer of substantially all of MEM’s equity or business assets.
8. General
8.1 Any notice which a party is required or authorised to serve on the other shall be sufficiently served if it is in writing and sent to the other Party's address set out in this Agreement: (a) by hand; (b) by registered or recorded post; or (c) by facsimile. Notices sent by registered or recorded post shall be deemed to be received within 3 Business Days following the date of posting. Notices sent by facsimile shall be deemed to be received on the day of transmission if sent before 4.00 p.m. on a working day but otherwise at 10.00 a.m. on the next working day.
8.2 Nothing in this agreement shall create a partnership or joint venture between the parties and save as expressly provided in this Agreement, neither Party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other Party.
8.3 No purported variation of this agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
8.4 The failure of a Party to insist upon strict compliance with any term of provision of this agreement on any occasion shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. No provision of this agreement shall be waived except by a written instrument signed by the Party charged with the waiver.
8.5 If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been executed with the invalid illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this agreement, the Parties shall immediately commence good faith negotiations to remedy such invalidity.
8.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no third party shall be entitled to enforce the rights set out herein.
8.7 This agreement may be executed in any number of counterparts and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this agreement and all counterparts shall together constitute one instrument.
8.8 This agreement together with any documents, manuals and appendices referred to in it constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all non-fraudulent prior representations, warranties, arrangements and agreements between them relating to it. Neither Party shall be entitled to rely on any non-fraudulent representation, warranty, arrangement or agreement which is not expressly contained in this agreement. If any part of this agreement is held to be invalid, unlawful or unenforceable it shall be severed from the remainder which shall continue to be valid and enforceable to the fullest extent permitted by law.
8.9 This agreement shall be governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts.
8.10 All amounts paid and or received by each Party under this Agreement shall be deemed inclusive of VAT, unless specifically agreed otherwise. MEM shall not be liable for any retrospective claims for any VAT or similar taxes for payments made or received by each Party which are subsequently deemed to have been subject to VAT where VAT had not been charged or agreed at the time such payment was made.
IN WITNESS WHEREOF the Parties have signed by their duly authorised representatives on the date identified below:
MEM Consumer Finance Limited Recover Legal
By (signature): By (signature):
Name: Name:
Title: Title:
Date: Date:
SCHEDULE ONE – COMMISSION RATES
1.1 PER ACCEPTED LEAD
Accepted Leads per Month |
Price per Accepted Lead |
|
|
|
|
|
|
|
|
We, the undersigned agree that commission will be payable at the rates agreed in Schedule One, Clause 1.1, subject to the terms of the Agreement between the parties of even date herewith:
MEM Consumer Finance Limited Recover Legal
Signature: Signature:
Name: Name:
Date: Date:
1.2 PER LOAN
Loans per Month |
Price per Loan |
1+ |
£50 |
|
|
|
|
We, the undersigned agree that commission will be payable at the rates agreed in Schedule One, Clause 1.2, subject to the terms of the Agreement between the parties of even date herewith:
MEM Consumer Finance Limited Recover Legal
Signature: Signature:
Name: Name:
Date: Date:
SCHEDULE TWO – DATA USEAGE
1 Data Responsibilities
RL confirms that:
- It owns the title to the data provided for marketing and other agreed purposes and that by providing the data to MEM it does not infringe any third party rights to the data
- The data was acquired in a manner compliant with the Data Protection Act 1998
- Where applicable the data subjects have given the required permission to receive marketing information
MEM confirms that:
- It will only use the data for the purpose agreed and indicated by the check boxes in Clause 2 below
- It will store the data in a manner compliant with the Data Protection Act 1998
- Data Us
RL will provide data to MEM to be used for the following indicated purposes:
Single Use Email Marketing □
Multiple Use Email Marketing □
Single Use Direct Mail Marketing □
Multiple Use Direct Mail Marketing □
Other (specify) ………………………………………………………………… □
We, the undersigned agree the terms of Schedule Two and conditions (indicated by check box) set out in Clause 2, subject to the terms of the Agreement between the parties of even date herewith:
MEM Consumer Finance Limited Recover Legal
Signature: Signature:
Name: Name:
Date: Date: |
