BUSINESS REFERRER AGREEMENT


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This Business Introducer Agreement ("Agreement") is entered between “KEY CONSULTING UK”, and having its office at No 23, Sangley Road, London, SE25 6QT, (hereinafter referred to as “KEY”, which expression shall unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include its successors and assigns)  acting through its KEY of the one part; 
                                                                  
 The Agreement is entered into as of the date the application is submitted by the Business Referrer (“Effective Date”), indicating his/her acceptance of the terms and conditions of the Agreement below.
“KEY” and “the Business Referrer” are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS:

A.        KEY is engaged in the business of proving consultancy services in the UK.
B.        Business referrers are requested to visit www.keyconsultinguk.co.uk in order to obtain an understanding of the services offered by various strategic partners, accountants and consultants in the UK
C.        The Business Referrer is desirous of promoting the services and marketing the services of KEY in exchange for such fee/ commission as set out in Schedule “A” of this Agreement.
D.       The Business Referrer will refer  persons/firms (“Clients”) to KEY, who will then introduce them to the service providers and strategic partners to perform the services required by such clients

E.        The Parties hereto wish to record the said terms and conditions in writing.

1.Definitions and Interpretation


a.        Unless the context otherwise requires or unless otherwise defined or provided for herein, the terms used in this Agreement shall have the following meanings:-
                                                               i.      “Actively Participate” shall mean the Business Referrer's active engagement in the introduction of a Client to KEY through an in-person introduction; or a telephone introduction; or through a joint sales call, and will include Business Referrer's continued support to KEY through the sales Consulting as and when required by KEY.
                                                              ii.       “Clients” shall mean any person who is known to the Business Referrer in his personal capacity or who approaches through or communicates with the Business Referrer directly and who evinces an interest to the Business Referrer to avail such services from KEY as are defined in this Agreement.
                                                            iii.      Client” shall mean any such third party/ entity that is doing business or entering into any kind of commercial understanding or arrangement with KEY for the distribution/ promotion/ management/ marketing/ deployment/ production or preparation of any of its products or services through KEY. 
                                                             iv.      “Qualified Referral” shall mean a Referral who:-
1.        fulfills all KYC/ Money Laundering Regulations/ documentary requirements or any other statutory requirements as may be  applicable from time to time;
2.        is not already availing any of the services provided by KEY at the time of approaching the Business Referrer;
3.        for which the Business Referrer is eligible under Clause 7(b) herein to be paid a commission because said referral has become a customer of KEY by availing such Services of KEY as contemplated in this Agreement.
                                                              v.      “Referral” shall mean the Client who is introduced by way of Active Participation of the Business Referrer to KEY.
                                                             vi.      “Marketing” shall mean any brochure distribution or display of products brochure or promotion of products given by KEY.
                                                           vii.      “Referral Fee” has the meaning the fee payable to Business Referrer for Qualified Referral as assigned in Clause 1 of Schedule ‘A’.
                                                          viii.       “Services” shall include all such services that are being offered by KEY at present or which may be offered by KEY to its customers/ the Referral in future from time to time.
                                                             ix.      “Watch Quarter” shall mean a notice period of 3 months at any time during the term of this Agreement after which KEY may have this Agreement terminated with immediate effect with the Business Referrer on the grounds of non-performance/under-performance of the Business Referrer.

b.         In this Agreement, unless the context indicates a contrary;
                                                               i.      A reference to any doument (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
                                                              ii.      A reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
                                                            iii.      If the payment of any money or doing of any act falls on a day which is not a business day, that payment must be made or that act must be done on the next business day;
                                                             iv.      If a period of time is specified from a given day or the day of an act or event, it is to be calculated exclusive of that day; and
                                                              v.      A reference to the singular form would include plural and vice versa.

2. Appointment of the Business Referrer and Relationship


a.        KEY hereby authorise the Business Referrer to promote/market the Services provided by KEY and to refer the Clients to KEY.

b.        Business Referrer agrees to use reasonable efforts to refer the Clients to KEY whom, in the Business Referrer's opinion, identifies as potential customers for KEY.
c.        Business Referrer acknowledges and agrees that in order for a Referral to qualify as a Qualified Referral, the following must have ocurred:
                                                               i.      Business Referrer must have Actively Participated in the introduction of the Referral to a KEY sales contact; and
                                                              ii.      Business Referrer must have timely documented the introduction of the Client and shall have sent an email to admin@keyconsultinguk.com or informed the Relationship Manager with the details of each Client together with their matter reference number of such Client (Given by KEY soon after introduction)
                                                            iii.      Complies with all KYC/ Money Laundering Regulations/ documentary requirements or any other statutory requirements as may be  applicable from time to time
                                                             iv.      KEY must have reviewed the Business Referrer's E-mail and accepted the Referral as Qualified Referral (i.e., not rejected the Referral for any of the reasons whatsoever). Business Referrer accepts that KEY have the sole right and authority to reject any Referral for whatsoever reason without assigning any reason;

d.        In the performance of their obligations under this Agreement, Business Referrers are independent contractors and are not agent and principal, joint ventures or partners of each other and are not acting on behalf of each other. The business referrers shall not be entitled to claim against or ask for any remuneration from KEY at any point of time and will be paid commission/referral fees on a self-employed basis.

e.        Business Referrer understands that he/she is an independent principal entity and is therefore solely responsible for all self-employment taxes and any other taxes or fees that may arise from the principal to principal relationship it shares with KEY.

f.         Neither KEY nor the Business Referrer has the authority or ability to incur any liability on behalf of, or bind the other Party to any contract, arrangement, understanding or obligation (including with respect to the Services provided by KEY) in respect of any third party;

g.        The Business Referrer agrees and acknowledges that the arrangement contemplated hereunder relates solely to referring the Clients by the Business Referrer to KEY, making all efforts to make the Clients as Referrals and then, Qualified Referrals and the provision for terms of the services shall be at the sole discretion of KEY for the Client/ Referral/ Qualified Referral. Without prejudice to the generality of the foregoing, the Business Referrer agrees and acknowledges that KEY shall be under no obligation whatsoever to provide the aforesaid services to the clients/ Referral/ Qualified Referral pursuant to this Agreement if such client does not fulfil all applicable anti-money laundering due diligence obligations/ Know Your Client (“KYC”) requirements as may be required by the applicable laws, rules, regulations and guidelines under the UK laws or any other requirement as may be stipulated by KEY from time to time to the Business Referrer.

h.        The Business Referrer agrees and acknowledges that the arrangement set out herein is non-exclusive and that nothing in this Agreement prejudices or shall prejudice the ability or the rights of KEY to appoint other parties/ persons to promote the Services/provide referrals in the UK.

i.         The Business Referrer further agrees that in any/all such cases wherein, any of the Clients/ Referral/ Qualified Referral of the Business Referrer, is already availing any services from KEY, then KEY shall not be bound to pay any commission to the Business Referrer for that Clients/ Referral/ Qualified Referral; provided it is intimated upfront.

3. Provision of information and Business Referrer support

a.        KEY may at its discretion upon the Business Referrer’s request and subject to the UK regulatory requirements, make best efforts to assist with the promoting of its Services in the UK and elsewhere, including by providing to the Business Referrer such presentation materials, information and documents relating to the Services and KEY’s performance / track record in that regard as the Business Referrer may reasonably require to promote the Services, subject to any terms and conditions as may be imposed by KEY and/or agreed between the Parties. For the avoidance of any doubt, it is clarified that nothing in this Clause 3(a) shall restrict the right of KEY to refuse to provide any material, document or information referred above.

b.        In relation to the information and arguments referred to in Clause 3(a), KEY agrees:

                                                               i.      To provide the Business Referrer with a reasonable number of copies of that information and documents at such times and places as the Business Referrer reasonably requests; and
                                                              ii.      To provide the information to the Business Referrer electronically or in such other format as the Business Referrer reasonably requests, in the sole discretion of KEY;

c.        Where there is any material change to any information or documents which KEY has provided to the Business Referrer, KEY agrees to notify the Business Referrer in writing, within ten (10) working days of such change. The Business Referrer agrees and undertakes that upon notification in terms of this Clause 3(c), it shall cease to distribute or use for any purpose whatsoever, the information or documents as the case may be in respect of which the change has occurred.

d.        KEY agrees to promptly notify the Business Referrer of any material changes in the terms and other details pertaining to the Services.

e.        The Business Referrer hereby agrees and acknowledges that, unless otherwise specified or agreed by KEY, KEY is the owner of the copyright in the material referred to in clause 3(a) in whatever form or media.

f.         KEY shall provide on request a report, at the end of every financial quarter/year to the Business Referrer for the transactions entered into by the Qualified Referral with KEY.

4.Rights and Responsibilities of the Business Referrer:

a.        The Business Referrer agrees to promote/market the Services of KEY and to refer clients to KEY who are desirous of obtaining services provided by KEY in accordance with the terms of this Agreement.

b.        In promoting the Services of KEY or referring clients or marketing the products, the Business Referrer shall comply with all applicable laws and regulations for the time being in force in the UK.

c.        The Business Referrer agrees to share such information and records, and to provide to KEY any other information and/or records that may be required by KEY in order for  it to comply with its obligations under the UK law, including meeting its anti-money laundering due diligence obligations

d.        The Business Referrer is not entitled to represent or otherwise bind KEY or their strategic partners in any manner whatsoever without prior written notice.

e.        KEY undertakes that KEY will use all data and information relating to clients of the Business Referrer that KEY receives due to the Business Referrer referring such clients to KEY to obtain the Services provided by KEY, only for the purposes of the Services (or as required by any laws or regulations).

f.         In referring clients to KEY, the Business Referrer agrees that it shall:
                                                               i.      Not distribute any documents other than those provided by KEY or alter any documents provided by KEY, other than as expressly authorised by KEY in writing.
                                                              ii.      Not use any name or logo of KEY or of any related body corporate other than as expressly authorised by KEY in writing.
                                                            iii.      Not have any discussions with, or reveal any information to, any media or advertising representatives in relation to the Services unless KEY provides its express written consent to such discussions or disclosure.
                                                             iv.      Not accept, or hold itself out as authorised to receive or accept, any funds to be placed under the Services provided by KEY;
                                                              v.      Not make any representations, statements or warranties, including without limitation in relation to the experience or expertise of KEY or the any of the Services provided by KEY, except as set out in the information/documents received by the Business Referrer pursuant to this Agreement for referring Clients to KEY or as authorised by KEY in writing. In particular and without prejudice to the above, the Business Referrer shall not make or give any representation, statement or warranty which is incorrect, incomplete or misleading (whether by reason of any omission to state a material fact or for any other reason)
                                                             vi.      For the avoidance of any doubt, it is clarified that referral of the Business Referrer’s Client under this Agreement shall not result in any obligations being created between such Client and KEY. An application for obtaining Services from KEY is only taken to be accepted upon written notice from KEY and, prior to such notice, the application may be rejected at any time at KEY’s sole discretion.
                                                           vii.      The Business Referrer agrees that it will not act in a manner which would, in the opinion of a reasonable person, damage the good name and reputation of KEY or bodies corporate affiliated with KEY or result in adverse or negative publicity for KEY or its strategic partners in general.

g.        If  any  person(s) wish to avail the services of KEY, the Business Referrer shall, subject to KEY’s sole discretion:
                                                               i.      Make available to the Client, descriptions of the Services in such form and corresponding literature as may be approved from time to time by KEY.
                                                              ii.      Refer such a Client to KEY by initially emailing the name of the Client to KEY. The Business Referrer understands and agrees that this is the preliminary progress of referring a Client to KEY and is subject to any subsequent due diligence, perusal, requirement or submission of any further information/documents thereafter and shall be completed in such time period as may be communicated to the Business Referrer by KEY, from time to time.
                                                            iii.      Facilitate, expedite and Actively Participate in the matter opening/ on boarding with said Client.
                                                             iv.      The Business Referrer will assist KEY to complete KYC formalities of the referral Client.

5. Representations and Warranties of the Business Referrer:

a.        The Business Referrer represents and warrants on a continuing basis that at all times during the term/existence of this Agreement:
                                                               i.      There is no judgment, decree, injunction or order against the Business Referrer, that could restrain or prohibit it from performing any of its obligations under, or consummating the transactions contemplated by this Agreement;
                                                              ii.      It will perform its functions and obligations under this Agreement in a professional and diligent manner and shall maintain high standards of integrity in accordance with the provisions of applicable law, this Agreement and all guidelines, instructions, procedures, manuals etc. (if any),  that KEY, from time to time, requires it to follow and to the satisfaction of KEY.
                                                            iii.      It will act solely in accordance with the instructions of KEY and will not, while undertaking the promoting of Services or referring clients to KEY pursuant to this Agreement, act in any manner that may discredit KEY and its service offerings.
b.        The Business Referrer agrees that it will forthwith notify KEY if it becomes aware:
                                                               i.      That it is in breach of this Agreement or any applicable laws or regulations in force.
                                                              ii.      Of any circumstances/events/ happenings which may adversely affect its ability to perform its obligations or functions under this Agreement.

c.        The Business Referrer acknowledges that KEY has the right at any time to cease the promotion of its Services or to cease accepting referrals or alter the terms upon which the Services will be offered or referrals will be accepted. KEY shall communicate to the Business Referrer of such altered terms within reasonable time of such alteration. The Business Referrer shall act in accordance with such altered terms forthwith upon their communication by KEY to the Business Referrer.

d.        The Business Referrer represents and warrants to KEY that it has the right to enter into this Agreement and is not subject to any agreements or other restrictions which would prohibit the Business Referrer from performing its obligations under this Agreement;

e.        The Business Referrer represents and warrants that it has all necessary consents to perform its obligations under this Agreement;


6. Responsibilities of KEY

a.        KEY shall upon submission of e-mail from Business Referrer review e-mail to determine whether to accept the Referral as Qualified Referral under Clause 2(c) above, or to reject the Referral. KEY shall be solely responsible for the determination of the suitability and the decision of accepting or rejecting the Referral.

b.        KEY will notify Business Referrer within reasonable time period ("Notification Date") of receipt of e-mail as to whether the Referral submitted by the Business Referrer to KEY is a Qualified Referral or not. Only after the completion of the money laundering and other on-boarding requirements and confirmed by KEY’s client on-boarding team, the Qualified Referral shall be provided with a Client matter number and the Business Referrer shall be entitled to earn Referral Fee on the Qualified Referral.

c.        KEY shall be responsible for fulfilling and performing all Client obligations in respect of the services to be provided to the Client by KEY (the "Services") and, upon the acceptance of the forms returned  directly  to  KEY by a Client, such  Client  shall  become  a  client  of  KEY for purposes of receiving the Services.  

d.        KEY will provide Services to the Client in accordance with the terms of its Agreement with the Client. In no circumstances will KEY be responsible or liable for any advice or service that the Business Referrer or its representatives may provide to the Client and business referrer should exercise due care and shall make KEY aware of such instances.

e.        KEY will make available appropriate officers to explain KEY Services to Clients and, if requested to the Business Referrer.

f.         In return for referring Clients to KEY, and KEY accepting the same as Qualified referral, will pay to the Business Referrer a referral fee ("Referral Fee") as mentioned in Schedule ‘A’.

g.        KEY represents  and  warrants  that  it  holds  all  necessary  registrations  as  are  required  to  permit  it  to perform the Services for Clients.

h.        With the consent of each Qualified Referral, KEY may provide the Business Referrer, upon request, with summary by quarterly reporting including statements of each Qualified Referral’s status and payment arrangements


7. Fees and Payments 

a.        KEY agrees to pay to the Business Referrer a Referral Fee/commission ("Referral Fee" or “Commission”) in return for referring Clients as Qualified Referrals to KEY, as outlined in Schedule "A".
b.        Business Referrer shall be eligible to earn Referral Fee as agreed percentage on the revenue earned by KEY. KEY may have a revenue sharing arrangement with other firms. However, the Business Referrer shall be payable only percentage of the fee earned by KEY in this arrangement. In any case the said Referral Fee/ Commission payable to the Business Referrer shall not exceed the revenue earned by KEY of KEY from the client/s introduced by such Business Referrer.
c.        KEY will pay to the Business Referrer a Commission for each qualifying Referral in accordance with Schedule ‘A’, which meets the requirements of the Business Referrer Program. A Referral is counted as Qualified Referral by KEY only after the signature page with the Client’s signature has been returned to the office of KEY and the subsequent approval has been granted by KEY in relation to the Client’s profile upon performing the requisite checks and compliance to the satisfaction of KEY
d.        The Business Referrer has further referrals linked then such referral shall share the revenue earned by the business referrer.
e.        The Business Referrer may want to identify such further link referrals in this present agreement and such referrals shall be paid directly as and when KEY has actually earned the revenue from the business referral.
f.         All Commissions shall be payable to the Business Referrer as and when they arise as per schedule “A” and it’s the responsibility of the business referrer to submit invoices to the finance department of KEY upon satisfactory completion of the work performed by KEY and paid for by the client.
g.        The Business Referrer understands and agrees that any/ all payments towards commission to the Business Referrer by KEY shall be calculated and be paid to the Business Referrer on the basis of the agreed fee sharing percentage of the net revenue earned by the Business Referrer solely for and on behalf of KEY only.
h.        The Business Referrer hereby agrees that, all the funds of the Business Referrer with KEY  shall be subject to lein for the discharge of any of all of the payment due to KEY from the Business Referrer or from the clients introduced by the said Business Referrer or in respect of any other obligation that the Business Referrer may have to KEY.
i.         The Business Referrer agrees to treat all client details as Confidential and abide by the non-disclosure agreement
j.         The Referral Fee shall be payable for such period of time as the Qualified referral continues to receive Services from KEY. In the event of termination, payment of Referral Fees shall  be discontinued.
k.        Notwithstanding  any  other  provisions  of  this  Agreement,  KEY’s  obligation  under  the  "Fees  and Payments" Clause is subject to KEY’s receipt of payment of  fee from the Qualified Referral and/or Product Provider and shall be payable only after such fee is paid in full.
l.         KEY will provide such disclosure to the Qualified Referral of the Referral Fee made to the Business Referrer as may be required in the opinion of KEY or by applicable law, regulations, or policies.
m.      The Referral Fee shall be payable to the Business Referrer on a self-employed basis and all the taxes and NI contributions should be borne by the business referrer as per the applicable law and regulations.


8. Compliance with Laws

a.        In the performance of its Services hereunder, KEY  shall  carefully  and  diligently  observe  and comply with all applicable laws and regulations in the UK. KEY shall immediately notify the Business Referrer if the foregoing ceases to be true or if any other event should KEYcur which would disqualify KEY from providing its Services hereunder pursuant to any applicable law or regulation.

9. Privacy and Confidentiality

a.        All information, materials and technology provided by one Party to the other Party under tis Agreement, are strictly confidential to the disclosing Party and is to be treated as Confidential Information” by the receiving Party, Confidential Information may not be disclosed in whole or in part to any third party except as explicitly authorized hereunder. KEY and the Business Referrer shall be permitted to disclose such Information to their accountants, legal, financial  and  marketing  representatives, and employees as necessary for the performance of their respective duties, and for no other purpose. The receiving Party agrees and undertakes to treat the Confidential Information as confidential in the above described manner and as required by law or any government regulatory authority, during the Agreement period.

10. Indemnification

a.        Business Referrer  hereto  agrees  to  indemnify,  protect  and  hold  harmless  KEY and its strategic partners  (as  well  as  the other’s officers,  directors,  employees and agents) from  and against any  or all claims,  demands, proceedings, suits and actions and all liability, expense and costs arising as a result of the business introduction;

b.        Notwithstanding anything contained in this Clause 10; the Business Referrer further understands and agrees that any/all referrals made and clients introduced by the Business Referrer shall be deemed to have been made in its professional role, position or organisation that the Business Referrer may be a part of, KEY excludes all liability arising from any referrals made or purported to have been made by the Business Referrer in its professional capacity or made through coercion, misrepresentation or by exercising any undue influence over its clients. The Business Referrer explicitly affirms and agrees to indemnify KEY for any/all  actions, suits, claims, proceedings, judgement, demands and all losses, damages, liabilities, penalties, costs and expenses arising thereto by its clients or any third party as a result of any/all acts by the Business;
c.        Business Referrer hereby agrees to indemnify the KEY and shall keep indemnified KEY against all costs, actions, claims, losses, damages, suits, prosecutions, including all consequential loss and legal fees which KEY may suffer/ incur on account of any trades disputed by the clients introduced by the Business Referrer.
d.        The Business Referrer hereby indemnifies and shall always keep indemnified KEY against all costs, actions, claims, losses, damages, suits, prosecutions, including all consequential loss and legal fees which KEY may suffer/ incur on account of failure or default on the part of the Business Referrer to comply in whole or any part of any of the terms and conditions of this Agreement, or on account of any omission on part of the Business Referrer to obtain the necessary authorization and permits under the terms of this Agreement, or any other Agreement.
e.        The Business Referrer agree that they shall co-operate and help KEY in redressing grievances of clients introduced by them
11. Watch Quarter

a.        At any time during the subsistence of this Agreement, if the Business Referrer does not meet the revenue expectations or is unable to meet the stipulated number of Clients/ Referrals/ Qualified Referrals  to KEY as provided for in Schedule “A”, the Business Referrer will be put under a warning (watch quarter).
b.        If the Business Referrer fails to deliver the expectations as provided for in the aforesaid clause 11 (a) in the ‘Watch Quarter’ KEY shall have the right to terminate this Agreement with immediate effect. upon the expiry of the Watch Quarter.
c.         Upon termination under the provisions of this clause 11, the Business Referrer shall be entitled for the Referral Fees for the Qualified Referral referred to KEY by the Business Referrer up to the date of termination of the Agreement.

12. Termination of Agreement

a.        This Agreement may be terminated in its entirety, or exclusively for a specific client or Referral:
                                                               i.      By either party on thirty (30) day’s written notice to the other party;
                                                              ii.      By either party for breach of any term, covenant, representation or warranty in this Agreement that is not cured/ rectified within thirty (30) days following written notice of same;
                                                            iii.      Immediately  by  either  party  in  the  event  that 
(a)     a  receiver,  receiver-manager,  trustee  or  similar official is appointed for the other party or any of its property;
(b)     the other party makes or proposes an assignment or arrangement for the benefit of creditors or becomes insolvent, bankrupt or ceases operations;
(c)     the other party becomes subject to or commences any proceeding in bankruptcy or insolvency or for liquidation, dissolution, restructuring, winding-up or relief from creditors, or any analogous proceeding.
                                                             iv.      By KEY in accordance with Clause 11 and 12 of this Agreement.

b.        In the event of termination, payment of Referral Fees shall continue in accordance with the prescribed time periods in Schedule "A".

13. Effect on Commissions

a.        For Convenience: Any commissions earned and/or due to the Business Referrer from KEY shall be paid to the Business Referrer in accordance with Clause 7 of this Agreement.

b.        For Cause: In the event that the Business Referrer has referred to KEY a Qualified Referral prior to KEY's termination of this Agreement for breach or other cause, KEY shall pay the Business Referrer in accordance with Clause 7 of this Agreement but only for Referrals provided to KEY in the quarter preceding termination.

14. Entire Agreement

a.        This Agreement, including all schedules, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior negotiations or agreements, the headings used  in  this  agreement  are  for  convenience  only  and  are  not  to  be  construed  as  defining,  limiting  or describing the scope or intent of this Agreement.
b.     KEY reserves the right to change, alter, update and delete these terms and conditions from time to time

15.Miscellaneous

a.        This Agreement is of an indeterminate length in the future and can be amended in writing and signed by both Parties.

b.        The failure of either Party to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights.

c.        If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed to the extent of its invalidity, illegality, or unenforceability, and all other provisions will continue in full force and effect to the extent permitted by law.

d.        This Agreement shall insure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor's business or assets.

e.        The headings of the Clauses of this Agreement are intended for convenience only, and will not affect the intent, scope, or meaning of any provision of this Referral Agreement.

f.         This Agreement (and any Exhibits/ Schedules hereto) represent the entire agreement of the Parties and supersedes all prior discussions and/or Agreements between the Parties and is intended to be the final expression of their Agreement. It shall only be modified or amended at the sole discretion of KEY. In the event of an express conflict between the terms of this Agreement and the terms of any Exhibit/ Schedule, the verbiage of this Agreement controls. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

g.        The original signed and executed Agreement shall be retained by KEY and the copy thereof shall be kept by the Business Infulencer.

16.Notice

a.        A notice, demand, consent, approval, documents, communication or thing required or permitted by law or under this Agreement (“Notice”) must be:
                                                               i.      in writing, in English and signed by a person duly authorised by the sender; and
                                                              ii.      hand delivered or sent by post or facsimile to the recipient's address for Notices specified in this agreement


17. Law & Arbitration

The provisions of this Agreement shall be governed as follows

a.        Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration
b.        The arbitral tribunal shall be composed of one arbitrator,  appointed by mutual consent of each Party.
c.        The award of the arbitrator shall be final and conclusive and binding upon the Parties, and the Parties shall be entitled (but not obliged) to enter judgment thereon in any one or more of the highest courts having jurisdiction.
d.        The rights and obligations of the Parties under, or pursuant to, this clause, including the arbitration agreement in this clause, shall be governed by and subject to English law.

e.        This Agreement shall be governed by English Law.