Vestd Partner Programme (Transactional) – Terms & Conditions

1. INTRODUCTION

These Terms govern your use of the Vestd Partner Programme. By accepting these Terms you are entering into a legal agreement.

1.1. We are Vestd Limited, a company incorporated in England and Wales under No. 09302265 whose registered office is at Suite Lu.231 The Light Bulb, 1 Filament Walk, London, SW18 4GQ United Kingdom and Vestd Services Limited a company incorporated in England and Wales under No. 12625826 whose registered office is at Suite Lu.231 The Light Bulb, 1 Filament Walk, London, SW18 4GQ United Kingdom. Vestd Limited and Vestd Services Limited are together referred to in these Terms as “Vestd”.

1.2. These terms and conditions (“Terms”) are the terms on which we provide access to the Vestd Transactional Partner Programme (“Partner Programme”) via our Partner Relationship Management Portal (“PRM Portal”) to you. Please read these Terms carefully before using the PRM Portal.

1.3. These Terms apply to you as a Business Entity to use the PRM Portal to refer your customers and/or associates and/or business network who are or may be interested in the Vestd Platform and Vestd Services (“Prospects”) to become customers of Vestd.

1.4. These Terms are a binding contract between you as a Vestd Partner and us, and they set out your and our rights and obligations with respect to your use of the Partner Programme and the PRM Portal. You should print and keep a copy of these Terms for future reference.

1.5. We may change these Terms from time to time. If we choose to change these Terms in a manner that affects any of your substantive rights, we will notify you of any change at least 10 Business Days before it takes effect, either by email, when you log onto the PRM Portal or by other means. If we provide you with such notice and you do not object to the change, you will be deemed to have agreed to it. If you object to a change this will constitute your notice of termination of your Vestd Partnership in accordance with paragraph 12.

1.6. Capitalised terms used in these Terms have specific meanings. You can find a list of these capitalised terms at paragraph 14.

1.7. These Terms are only available in the English language.

1.8. If you have any questions, complaints or comments about the Partner Programme or the PRM Portal please contact us at alicia.p@vestd.com.

1.9. Vestd Limited is authorised and regulated by the Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (No. 685992).

1.10. Vestd Limited is registered with the Information Commissioner's Office and appears in the Data Protection Register under (No. ZA136611).

2. HOW DO YOU GET STARTED AS A VESTD PARTNER?

2.1. Once you accept these Terms you will become a Vestd Partner, and you will remain a Vestd Partner until and unless your Vestd Partnership is terminated or suspended.

2.2. When using the PRM Portal you agree that you will comply with these Terms.

2.3. After you log onto the PRM Portal you will have to complete training & submit the first Prospect. Whether you qualify to gain access to our Partner Programme is our decision and ours alone. All Vestd Partners who have been authorised by us will be designated as such on the PRM Portal and will then be entitled to receive the Tier Rewards, as specified under the badge icon at the top right of the screen on your account, subject to these Terms.

2.4. If we have authorised you to act as a Vestd Partner, we will not normally revoke that authorisation but we reserve the right to do so if facts come to our attention that lead us to believe that you may not have the experience and expertise required to refer a Prospect to us. Separately, if you no longer wish to be an authorised Vestd Partner, you may notify us of this, and we will revoke your authorisation on that basis.

2.5. By accepting these Terms you also agree to provide whatever other information may be required from time to time in connection with your Vestd Partnership and which we may otherwise require.

2.6. Most communications between you and us will take place through the PRM Portal. However, there are certain exceptions where we may interact with you, via direct email, telephone or in person. If you are uncomfortable using the PRM Portal for these interactions, you should not accept these Terms and should not become, or should cease to be, a Vestd Partner. We do not have any liability to you in respect of your dealings with other Vestd Partners.

2.7. We have certain responsibilities under the FCA Rules and other applicable regulations to verify the identity of, and run anti-money laundering checks on, our Partners. In order to fulfil these responsibilities, we may use a third-party identification checking service to confirm your identity. In the event that this service is not able to verify your identity to our satisfaction, you may be asked to send us physical versions of certain identification documents.

2.8. From time to time, we may need to run additional identity checks on you. By accepting these Terms you accept that you may not be able to participate on the PRM Portal until and unless we are able to complete these checks to our satisfaction. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to participate on the PRM Portal while the checks are pending or as a result of the unsatisfactory completion of the checks.

2.9. You agree that in the absence of a direction on the PRM Portal to sign or execute a Referral Partner Agreement, the Execution of a Referral Partner Agreement,will be deemed to have taken place upon your acceptance of these terms through the electronic means provided on the PRM Portal.

3. REFERRALS OF PROSPECTS

3.1. You will use reasonable endeavors to encourage your customers and/or associates and/or business network who are or may be interested in the Vestd Platform and Vestd Services to become customers of Vestd, by promoting the Vestd Platform and Vestd Services to the Prospects.

3.2. Where a Prospect enters into an agreement for access to the Vestd Platform and/or for the provision of Vestd Services, and satisfies the applicable Referral Criteria (each a “Relevant Contract”), the Referrer shall become entitled to the corresponding Tier Rewards, as specified under the badge icon at the top right of the screen on your account, which will be made available on your account within the PRM Portal.

4. OBLIGATIONS OF VESTD

4.1. Vestd shall (i) deal with all Prospects in a professional manner, according to industry standards and in a manner which does not bring the Vestd Partner or Prospects into disrepute or otherwise damage the Vestd Partner or Prospects brand or reputation; (ii) comply with the Vestd Partner’s reasonable and lawful instructions in connection with referrals under these Terms; and (iii) comply with all Applicable Law in relation to these Terms.

4.2. Vestd shall not: (i) be responsible for any costs incurred by the Vestd Partner in relation to these Terms and the Partner Programme unless such costs have been pre-agreed by Vestd in writing; (ii) be under any obligation to enter into any Relevant Contract; or (iii) produce or use any marketing material relating to the Vestd Partner’s services, or use the Vestd Partner’s name, logo or trade marks in any way without the Vestd Partner’s prior written consent (such consent not to be unreasonably withheld or delayed).

5. OBLIGATIONS OF THE VESTD PARTNER

5.1. The Vestd Partner shall: (i) use reasonable endeavours to identify Prospects and recommend and promote the Vestd Platform and Vestd Services to such Prospects; (ii) comply with Vestd’s reasonable and lawful instructions in connection with referrals and these Terms; (iii) not in any way bring Vestd into disrepute or otherwise damage the brand or reputation of Vestd; and (v) comply with all Applicable Law in relation to these Terms.

5.2. The Vestd Partner shall not: (i) produce or use any marketing material relating to Vestd or the Vestd Services, or use Vestd’s name, logo or trade marks in any way without Vestd’s prior written consent; (ii) make or give any representations, warranties or other promises concerning the Vestd Services without Vestd’s prior written consent; or (iii) make or give any representations or warranties, including but not limited to false or misleading representations, with respect to the specifications, features, or functionality of the Vestd Platform and Vestd Services.

6. TIER REWARDS

6.1. You will be eligible to receive the Tier Rewards at the agreed level, as specified under the badge icon at the top right of the screen on your account, provided that the Prospect referred by you meets the following criteria (the “Referral Criteria”):

6.1.1. he Prospect enters into an agreement with Vestd and pays the relevant subscription amount to access the Vestd Platform and use Vestd Services;

6.1.2. the Prospect passes the necessary AML Checks;

6.2. Vestd may, at its sole discretion, provide to successful Prospects any additional Incentives to encourage further uptake of the Vestd Services. The parties acknowledge and agree that the Tier Rewards and any Incentives may be updated and amended from time to time by the provision of reasonable written notice by Vestd to the Vestd Partner.

6.3. Any Referral Fee payable to the Vestd Partner shall be paid monthly in arrears for all Relevant Contracts entered into during the preceding month, in accordance with the terms set out below:

6.3.1. Where a referred Prospect subscribes to Vestd’s services, whether on a monthly or annual payment basis:

6.3.1.1. 50% of the total Referral Fee shall become payable upon the Prospect’s subscription to Vestd Services, and shall be paid by the end of the month following Vestd’s receipt of a valid invoice from the Vestd Partner; and

6.3.1.2. the remaining 50% of the total Referral Fee shall become payable following the Prospect’s completion of twelve (12) consecutive months of subscription, and shall be paid by the end of the month following Vestd’s receipt of an invoice from the Vestd Partner.

6.4. Vestd shall send the Vestd Partner a statement of the Fees due monthly in arrears. The Vestd Partner shall invoice Vestd for the Fees payable as set out in Vestd’s statement submitted pursuant to paragraph 6.4, together with any applicable value added tax in respect of the Vestd Partner’s services under these Terms. Vestd shall pay such invoice by the end of the month following the date of invoice.

7. DISTRIBUTION OF PROMOTIONAL RESOURCES

7.1. Vestd shall make promotional materials and content (including brochures, product overviews, and brand assets) available to the Vestd Partner through the PRM Portal as part of the onboarding process. We reserve the right to update, modify, or replace any such materials at any time without prior notice. The Vestd Partner shall use these materials and content exclusively for fulfilling their obligations under these Terms and in compliance with Vestd’s guidelines.

8. CONFIDENTIALITY

8.1. Each party agrees to treat as strictly confidential all information received or obtained through participation in the Referral Programme or under these Terms, including any information relating to the other party, the provisions or subject matter of these Terms, or any related discussions or negotiations.

8.2. A party may disclose such information only where and to the extent that:
(a) disclosure is required by law or regulation;
(b) disclosure is made to its professional advisers on a confidential basis;
(c) the information is or becomes publicly available through no fault of that party;
(d) the information was lawfully received from a third party without any obligation of confidence; or
(e) the other party has provided prior written consent to the disclosure.

8.3.Upon termination of a Vestd Partnership, all documents and records (in any form) containing Vestd’s confidential information must be promptly returned to Vestd or securely deleted, except where retention is required by applicable law or regulation.

9. DATA PROTECTION

9.1. For the purposes of these Terms “Data Protection Laws” shall mean the Data Protection Act 2018, the Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR”), all other relevant applicable data protection and privacy laws, and “personal data” and the terms “process”, “data subjects”, “controller”, “processor” and “personal data breach” shall have the meaning given to them in the GDPR.

9.2. Each party: (i) shall act as an independent controller in relation to the processing of personal data in connection with these Terms; (ii) is separately responsible for its own respective compliance with the Data Protection Laws in relation to the processing of that personal data, including as to the provision of notices and the gathering of necessary consents (or satisfaction of other relevant lawful bases) from the Prospects or staff as are necessary to process their personal data in compliance with the Data Protection Laws; and (iii) agrees that, in relation to any personal data to which a party has access in the course of its activities in relation to these Terms or any Relevant Contract, any processing of this data will be supervised and governed by such party’s own privacy policy.

9.3. Neither party shall by any act or omission, put the other party in breach of any Data Protection Laws and each party shall do and execute, or arrange to be done and executed each act, document, and thing necessary or desirable to ensure that it does not put the other party in breach of any such Data Protection Laws.

10. ANTI-BRIBERY

10.1. Anti-bribery compliance by Vestd Partner. The Vestd Partner shall:
(a) comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2020;
(b) notify Vestd in writing if it becomes aware of any breach of clause 10.1(a), or has reason to believe that it has received any request or demand for any undue financial or other advantage of any kind in connection with the performance of these Terms;

10.2. Anti-bribery definitions. For the purpose of this clause 10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

11. ANTI-FRAUD

11.1. Anti-fraud compliance. The Vestd Partner shall during the term of Vestd Partnership under these Terms:
(a) not engage in any activity, practice or conduct which would constitute fraud, including but not limited to a fraud offence under section 199(6) of the Economic Crime and Corporate Transparency Act 2023;
(b) notify Vestd (in writing) if it becomes aware of any suspected or actual breach of clause 11.1(a), or has reason to believe that it has received a request or demand to commit a fraud offence within the meaning of section 199(6) of the Economic Crime and Corporate Transparency Act 2023, in connection with the performance of these Terms;

12. TERMINATION OF PARTNERSHIP

12.1. If you no longer wish to be a Vestd Partner, you may terminate your Vestd Partnership at any time by giving 30 days prior notice in accordance with the requirements of paragraph 13.12.

12.2. We may terminate your Vestd Partnership at any time and for any reason by notice served in accordance with paragraph 13.13. If this happens you will no longer be able to access the PRM Portal. For a period of 30 days following termination of your Vestd Partnership we will, on request, provide you with copies of all the documents you have uploaded to the PRM Portal.

12.3. In the event of termination, the Vestd Partner will be entitled to receive Referral Fees in respect of any Relevant Contract entered into up to the effective date of termination, subject to paragraph 6.

13. GENERAL

13.1. These Terms shall apply until:

13.1.1. in the event that you have elected to terminate your Vestd Partnership in accordance with paragraph 12.1, when such termination becomes effective;

13.1.2. in the event that we have elected to terminate your Vestd Partnership in accordance with paragraph 12.2 when such termination becomes effective, save that notwithstanding the termination of your Vestd Partnership, we shall retain the right to bring any action against you in the event that prior to the termination of your Vestd Partnership you were in breach of any provision of these Terms.

13.2. We may assign, transfer or delegate any of our obligations or rights pursuant to these Terms. We may provide information about you and your activities on the PRM Portal to any person to whom we assign, transfer or delegate our obligations or rights. We will notify you of any such assignation, transfer or delegation.

13.3. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Vestd Partner acknowledges that by accepting these Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Vestd Partner agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

13.4. You cannot assign, transfer or delegate any of our obligations or rights pursuant to these Terms without our prior written consent, which shall not be unreasonably withheld or delayed.

13.5. No variation of these Terms shall be effective unless it is in writing.

13.6. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision of part-provision of these Terms is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.8. We shall each bear our own costs and expenses regarding the preparation, negotiation and execution of any associated documentation.

13.9. All disclaimers, indemnities and exclusions in these Terms shall survive termination for any reason, as shall any other provisions of these Terms that by their nature are intended to survive such termination.

13.10. No Party shall be liable or have responsibility of any kind to any other party for any loss or damage incurred as a result of, any total or partial failure, interruption or delay in the performance of its duties and obligations occasioned to the extent attributable to any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, failure of the PRM Portal to operate due to any virus, malware or disruption or failure of the PRM Portal to operate due to the activities of any third party, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond such Party's control.

13.11. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

13.12. Any notice from you to us in respect of these Terms, your Vestd Partnership or your activities on the PRM Portal shall be given by email to alicia.p@vestd.com, except where these Terms or sets forth alternate means by which you must give us notice.

13.13. Any notice from us to you in respect of these Terms, your Vestd Partnership or your activities on the PRM Portal may be given either through the PRM Portal, by email to the address set forth in your account or by post or courier to the physical address set forth in your account.

13.14. Notices given pursuant to paragraphs 13.12 and 13.13 through the PRM Portal or by email shall be deemed received by the recipient upon despatch. Notices given post or courier shall be deemed received by the recipient two Business Days after despatch. In the event that you give us notice by means other than those set forth in paragraphs 13.12 and 13.13 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.

14. DEFINITIONS

14.1. Under these Terms, unless the context otherwise requires, the following words shall have the following meanings:

“AML Checks” means the anti-money laundering checks and any other legal, regulatory or other such checks or enquiries Vestd is required to undertake in connection with the provision of the Vestd Services;

“Applicable Law” means all laws and regulations for the time being in force (including changes to such laws and regulations) which are applicable to the relevant party;

“Business Day” means Monday to Friday excluding public holidays in England & Wales;

“Business Entity” means any legal or commercial structure, whether incorporated or unincorporated, acting in a professional or advisory capacity. This includes, but is not limited to, companies, limited liability partnerships, partnerships, consultancies, accountancy practices, advisory firms, providers of fractional executive or management services, Non-Executive Directors (NEDs), as well as any other organized entity or individual providing services in a business or professional context.

“FCA” means the Financial Conduct Authority, an independent organisation that authorises and regulates us, whose address is 12 Endeavour Square, London, E20 1NJ, United Kingdom;

“FCA Rules” means the Financial Services and Markets Act 2000, all secondary legislation implemented thereunder, rules and regulations promulgated by the FCA or any successor or replacement regulatory body responsible for the regulation of our business, and any other financial services laws or regulations applicable to us;

“Fee" means any Referral Fee along with any Incentive(s) that may be payable by Vestd to the Vestd Partner;

“Data Protection Laws” has the meaning set out in in paragraph 9.1;

“Effective Date” means the date identified as such in the preamble;

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

“Incentive” means any additional reward provided at the sole discretion of Vestd either to Prospects or to the Vestd Partner to use the Vestd Services;

“Minimum Term” means the period of 12 months from the date of your acceptance of these Terms;

“Vestd Transactional Partner Programme” or “Partner Programme” means a revenue sharing programme launched by Vestd;

“Party” or “Parties” means you and us;

“Partner Relationship Management Portal” or “PRM Portal” means Kiflo [https://www.kiflo.com/], a platform used by Vestd for managing the lifecycle of each Vestd Partnership;

“Prospect” has the meaning set out in paragraph 2.2;

“Referral Criteria” has the meaning set out in paragraph 6.1;

“Relevant Contract” has the meaning set out in paragraph 3.2;

“Referral Fee” means any fee paid by Vestd to the Vestd Partner in respect of each Relevant Contract in accordance with the Tier Rewards:

“Referral Partner Agreement” means any agreement created by Vestd which you enter into now or from time to time with us in connection with your use of the Partner Programme and the PRM Portal, or which is set out on the PRM Portal and expressed to bind you and other Vestd Partners;

“Tier Rewards” means the rewards program full details of which are set out at [insert heading name] under your account on the PRM Portal;

“Vestd Partner” or “Partner” means you, and where the context so requires, any other person who has entered into an agreement in substantially the same form as these Terms so that they can also use the PRM Portal;

“Vestd Partnership” means the relation which subsists between you as the Vestd Partner and us pursuant to the Partner Programme;

“Vestd Platform” means the website currently hosted at the domain http://vestd.com and all pages at sub-domains thereof and may, from time to time hereafter, include pages hosted at other domains and identified by Vestd as forming part of the Vestd Platform;

“Vestd Services” means access to the Vestd Platform and any products offered by Vestd via the Vestd Platform from time to time;

“we”, “us”, “our” and “ourselves” means Vestd, any of its subsidiaries, any holding company (as those expressions are defined in section 1159 of the Companies Act 2006) of Vestd, any subsidiary of any of its holding companies and where the context permits, Vestd’s permitted assignees, transferees and delegates;

“you” or “your” means you, as a user of the Partner Programme and/or the PRM Portal  pursuant to these Terms.