Associate Terms and Conditions
1.1. “PRODUCT” means the Tempus Safety Management System (“Tempus”) its revisions, upgrades, and documentation which the ASSOCIATE is authorised to promote under this agreement.
1.2. “ASSOCIATE” means the individual or entity that is authorised to promote and market the PRODUCT to potential purchasers.
2. SUMMARY OF COMMISSION, SALEABLE SERVICES AND TERMS THAT APPLY
Timely Intervention will compensate Associates via payment from our holding company Timely Business Solutions Limited. This ‘Commission of Sale’ is available for introductions and leads that result in a sale (as specified in Summary of Commission Sales Table) of the Tempus Safety Management System, its licences, and any associated applications.
A valid agreement (signed and authorised) is required to operate as an Associate. Other requirements include that the Associate must:
2.1. Adhere to the Product offering (items for sale).
2.2. Adhere to the RRP set out in the price list.
2.3. Associates must not offer any discounts or changes to payment terms without prior agreement from Timely Business Solutions.
2.4. Adhere to Timely’ s Terms and Conditions.
2.5 COMMISSION OF SALE TABLE
2.6 COMMISSION CRITERIA
2.6.1. SALES LEAD
A monthly commission of 10% each month in the initial contract year is available to the Associate provided that:
a. The Associate passes the potential purchasers decision maker contact details to Timely Intervention to pursue directly.
b. Or the Associate recommends Timely Intervention to a potential purchaser and the potential client then contacts Timely Intervention. In this case, the Associate must register the potential lead with Timely prior to the potential client making contact.
c. Timely Intervention pursues the potential purchaser without further assistance from the Associate
d. The lead must not be is an existing client or lead of Timely Intervention.
e. The contract will be between the client and Timely Business Solutions Limited.
A monthly commission of 20% each month in the initial contract year with a further 10% each month payable for the lifetime of the contract for a validated introduction provided that:
a. The Associate introduces and recommends Timely Intervention to an existing or prospective client which is pre-qualified. A qualified lead is defined as:
- There is a need that the potential client wishes to address.
- That the potential client has a suitable budget.
- That the potential client is actively seeking a supplier.
- That the contact(s) provided is a decision maker or significant influencer.
b. The Associate introduces Timely Intervention to key stakeholder(s) and organises the initial meeting.
c. The Associate provides details of a defined qualified requirement and any relevant client background information.
d. The Associate Partner may not agree to any prices, discounts, timeline, or scope of any additional services.
e. That the lead is not an existing client or lead of Timely Intervention.
f. The contract is with Timely Business Solutions Limited.
2.6.3. QUALIFIED REFERRAL
A monthly commission of 30% each month in the initial contract year with a further 20% each month on the lifetime of the contract renewal is available to the Associate, provided that:
a. The Associate is engaged throughout the entire sales cycle (lead generation, qualifying, meetings, demos, closing and contracting).
b. The Associate maintains a client relationship and monitors customer service satisfaction, throughout the contract period.
c. The business partner may not agree to any variations from the price list, discounts, timeline for scope of service to be provided without prior agreement with Timely Intervention.
d. That the lead is not an existing client or lead of Timely Intervention.
e. The contract is with Timely Business Solutions Limited.
3. TERMS OF THE AGREEMENT
3.1. Payment of commission is payable thirty (30) days after receipt of invoiced fees from the customer. Timely will provide the Associated Partner with:
a. a monthly statement of proposal value submitted
b. purchase orders received
c. amounts invoiced
d. amounts received
e. payments made
3.2. Both the Associate and Timely are responsible for their respective expenses and tax liability. This agreement does not imply employment or transfer any rights to the intellectual property of either party.
3.3. Both the Associate and Timely are responsible for their own bank charges.
3.4. Commission of Sale payment will commence once business is closed and thirty (30) days after the Associate presents a valid invoice.
3.5. The Intellectual Property rights of Tempus and all associated content, with all its components, including the source code, documentation, appearance, structure, organisation, its preparatory design material etc, is protected by copyright and other intellectual property laws and treaties.
3.6. Any information or documentation received by either party relating to joint pursuit of business will be treated as “Confidential” by both parties unless the information is in the public domain.
3.7. Sales Commission will be paid on a rolling basis each month for the revenue generated which has resulted from eligible purchases, commission payments will become due thirty (30) days after the ‘Client’s’ invoice due date. The Associate will receive a transfer for the Commission earned, less any taxes which Timely may be required by law to withhold. If a referred customer receives a refund or disputes a charge, the Associate will incur a deduction for such corresponding commission from any payment received the following month; if there is no subsequent payment due for that following month, the Associate will be invoice for any overpayment of Sales Commission.
3.8. Any and all determinations of what constitutes an eligible purchase and whether or not a Sales Commission is payable shall be made by Timely and will be final and binding.
3.9. Any Commission which shall become due by Timely will be paid in pounds sterling thirty (30) days from receipt of invoice. As such, it is your sole responsibility to ensure proper setup and sufficient access to invoicing to receive any Sales Commission which may become due and owing to you. You acknowledge and agree that Timely will require certain information (such as, your bank account number) to process your Commission payment.
3.10. The Associate hereby consents and agrees to comply with any and all applicable tax laws governing any payments contemplated hereunder, and you hereby acknowledge, understand, and agree that it is your sole responsibility to file and pay any taxes or fees which may come due and owing as a result of the receipt of such Sales Commission from Timely.
3.11. Timely reserves the right to postpone the date of a pay-out for an individual Associate, to the next scheduled pay-out, if the Associate doesn’t have future commission that provides enough balance to cover adjustments to commission due to unforeseen circumstances (ex. an extraordinary refund).
3.12. Timely, may immediately, at its sole discretion and without notice terminate the relationship with the Associate if the Associate fails to comply with this Memorandum of Understanding or if there is no sales activity generated by the Associate. Upon termination the Associate must immediately stop selling or marketing our products, no further commission payments will be due to the Associate.
3.13. The Associate may terminate the relationship, provided there is no breach of the terms of the agreement, payments for sales processed will continue until the next annual renewal date, after which Timely will have no further obligation to the Associate.
3.14. Timely Business Solution Ltd., reserve the right to change and modify any of the terms specified in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website and may do so without providing notice to you. Modifications may include, for example, changes in the amounts or applicability of available Commission, payment procedures, and other general Associate Memorandum of Agreement rules.