Acquirer Terms&Conditions

ADTONOS
TERMS & CONDITIONS

 

WELCOME
This introduction agreement (“Agreement) is between (1) you, legal entity represented by a person in power of representation, who registers for an Introducer Account (as defined below) (“Introducer”, “you”, “your” or “yours”); and (2) us, namely RADIO NET MEDIA LIMITED, a company registered in England with company registration number 10483422 and whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (“RNM”, “we”, “us”, “ours” or “our” ).

This Agreement is effective as of the date on which the Introducer accepts it and registers for an Introducer Account (as defined below) (“Effective Date”). This Agreement governs a business relationship between the Introducer and RNM, in which the Introducer is to provide, from time to time, Introductions (as defined below) of the Prospective Publishers (as defined below) to RNM in exchange for a Commission Fee (as defined below) payable only in the
event of these publishers becoming, following those Introductions, the Confirmed Publishers (as defined below).

By accepting this Agreement on behalf of the Introducer, you represent and warrant that you: (i) have full legal authority to bind the Introducer to this Agreement; (ii) have read and understood this Agreement; and (iii) agree to this Agreement on behalf of the Introducer. If you do not have the legal authority to bind the Introducer, please do not accept this Agreement.

BACKGROUND

(A) The Introducer has personal connections with Prospective Publisher(s) who (1) own or have the right to operate specific online radio stations or any other affiliated subsidiary stations (together the “Radio Streams”) to live broadcast online radio streams (“ORS” or “ORSs”) and any related audio content, such as podcasting and audiobooks, (2) would like to monetise their Radio Streams and (3) in order to do it, are interested in entering into the Publisher Agreement and setting in opening up a Publisher Account.

(B) RNM owns or has the right or license to operate a software (working and operating under and in accordance with AdTonos.com) (“RNM Software”) and certain related
know-how concerning dynamic advertising during ORSs and the use of big data to enhance the effectiveness of that advertising by (if RNM Software considers this fit) replacing the original advertising blocks during ORSs with in organized and self-selected playouts.

(C) RNM wishes to be introduced to the Prospective Publishers, and is willing to pay the Commission Fee (as defined below) if the Prospective Publishers enter into a Publisher Agreement (effectively becoming the Confirmed Publishers) following an Introduction (as defined below) and the Introducer is willing to effect Introductions in return for the Commission Fee (as defined below).

 

AGREED TERMS

1. INTERPRETATION
The definitions and rules of interpretation in this clause apply in this Agreement.

Applicable Laws: means all applicable laws, regulations and regulatory requirements of England and Wales, as amended and in force from time to time, relating specifically to the performance of the parties’ respective obligations under this Agreement;

Bribery and Corruption: means including but not limited to the Bribery Act 2010, previous UK laws (the common law offence of bribery, the Public Bodies Corrupt Practices Act 1889, the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001), the United Nations Convention against Corruption, the US Foreign Corrupt Practices Act of 1977 as amended, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation, any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws in any other jurisdiction relevant to your activities under this Agreement;

Business Days: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Confidential Information: information of a confidential nature, including trade secrets and information of commercial value, disclosed by either party, its employees, officers or representatives to the other party and specifically including any information or documentation whatsoever provided by the Introducer to RNM in relation to any
Prospective Publisher;

Commission Fee: has the meaning given to in in clause 3.2;

Completion Date: the date of the Publisher Agreement being entered into;

Confirmed Publisher: means a Prospective Publisher that, following the Introduction, has entered into the Publisher Agreement and has validly set up a Publisher Account;

Data Protection Legislation: means, up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;

End User: means a customer of RNM who is an end user (also referred to as an “Advertiser”) of the Radio Streams;

GDPR: means General Data Protection Regulation – (EU) 2016/679);

Introduction Date: for each Prospective Publisher, the date during the term of this Agreement on which the Introducer first Introduces or is deemed to have made the Introduction;

Introduction: means:
1. the provision to RNM of details of a Prospective Publisher by the Introducer; and/or
2. the use of the Unique Access Link by the Prospective Publisher (excluding all those Prospective Publishers that RNM has already been involved in negotiations of any
contract or business relation). Introduce, Introduces and Introduced shall be interpreted in accordance with Introduction;

Introducer Account: means the Introducer’s online introducer account on RNM’s website, accessible at https://app.adtonos.com;

Publisher Account: means the Publisher’s online publisher account on RNM’s website, accessible at https://app.adtonos.com;

Publisher Agreement: means the agreement entered into following the Introduction between RNM and each and every Confirmed Publisher for a profit share of RNM’s revenues from the operation of the RSM’s Software on the Publisher’s Radio Streams;

Prospective Publisher: means any publisher that is Introduced to RNM by the Introducer;

Revenue: net income (excluding VAT) paid or credited to RNM’s account from all activities relating to the exploitation of the RNM Software using Publisher’s Radio Streams after
deduction of all bona fide third party costs, expenses and VAT, such third party costs, expenses and VAT which have been approved by the Publisher in advance, and which are
shown on the invoices delivered to the End User by RNM in connection with such activities, unless otherwise agreed between the parties in writing;

Review Dates: means 2nd, 4th, 6th, 8 th and so on the anniversary of this Agreement;

RNM Price List: means the RNM’s price list (as amended from time to time), as set out in https://www.adtonos.com/publisher/pricing; and

Unique Access Link: means a unique access link provided by RNM to the Introducer in order to effect the Introduction of the Prospective Publishers to RNM by the Introducer.

1.2 Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A reference to writing or written includes e-mail.
1.7 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. INTRODUCTIONS AND OBLIGATIONS OF THE INTRODUCER
2.1 RNM appoints the Introducer to identify and to make Introductions of the Prospective Publishers to RNM with a view to encourage the Prospective Publishers to enter into
the Publisher Agreement with RNM.

2.2 Prior to making the Introduction, the Introducer must disclose to any Prospective Publisher that:
a) he is an introduction agent of RNM:
b) he has no authority or ability to negotiate or vary the or the terms of the
Publisher Agreement; and
c) will receive the Commission Fee (and any other benefits received in connection with any Introduction) from RNM if the Prospective Publisher enters into Publisher Agreement.
2.3 The Introducer shall:
a) have no authority, and shall not hold itself out, or permit any person to hold itself out as being authorised to bind RNM in any way in relation to the Prospective Publisher, and shall not do any act which might reasonably create the impression that the Introducer is so authorised, except as expressly authorised by RNM;
b) shall not make, enter into or sign any documents, contracts or commitments or incur any liability for or on behalf of RNM;
c) shall not produce any marketing material for RNM’s services or use the RNM’s name, logo or trade marks on any marketing materials without the prior written consent of RNM. RNM’s consent may be withheld without reason;
d) provide such approval and response to RNM’s queries as may be reasonably required under this Agreement in a timely fashion;
e) provide any information as may be reasonably requested by RNM, free of charge, to assist RNM to perform its obligations under this Agreement;
f) act in any way which could reasonably be expected to have an adverse effect on RNM’s general reputation;
g) knowingly do or omit to do anything that would cause RNM to be in breach of:
i) the Applicable Laws;
ii) Bribery and Corruption’s obligation; and
iii) the Data Protection Legislation.
h) notify RNM immediately in notice of any regulatory, public, financial or other
sanction is, or is intended to be taken against the Introducer, directors, employees, appointed representatives or anyone else representing the Introducer.
2.4 The Introducer warrants and undertake to RNM that:
a) is and will remain compliant with all relevant and applicable Bribery and Corruption obligations and that you will report promptly to us in writing any breaches of such compliance (including where there is a suspicion of a breach or an allegation of a breach) which are or may be relevant to this Agreement;
b) is and will remain compliant with Data Protection Legislation at all times;
c) it shall provide reasonable assistance to RNM to enable each party to comply with any subject access requests (whether in relation to access to personal data, rectification, restrictions on processing, erasure or portability) and to respond to any other queries or complaints from their data subjects in accordance with the Data Protection Legislation;
d) is and will remain compliant with all Applicable Laws when performing its obligation under this Agreement;
e) it has full authority from the Prospective Publisher to enable to make Introduction;
f) it will not permit any agent, contractor, distributor, franchisee, consultant or any other person, intermediary, firm or company to undertake Introductions on
the Introducer’s behalf;
g) to the extent relevant and applicable, ensure that any information that the Introducer provides to RNM is accurate to the best of the Introducer’s knowledge and belief;
h) it will notify RNM if (1) it undergoes a change of control, (2) there are material changes to the Introducer’s legal identity; and
i) it will comply and co-operate fully in any investigation of complaints concerning any Introduction, the Prospective Publisher or the Confirmed Publisher or anything else in connection with this Agreement; and
j) it shall not, except with RNM’s prior written consent, during the term of this Agreement and for a period of 2 years following the termination or expiry of this Agreement, be involved directly or indirectly in the development, manufacture or sale any products and/or services which compete with RNM’s products and/or services, including but not limited to, RNM’s Software.
2.5 If, following any Introduction, a Prospective Publisher fails to:
a) enter into the Publisher Agreement; and/or
b) respond to initial contact from RNM, within 5 Business Days of the Introduction Date, that Introduction shall be deemed null and void.

3. COMMISSION FEE AND PAYMENT
3.1 Subject to clause 2.5 above, if, following an Introduction, the Prospective Publishers enters into the Publisher Agreement with RNM (effectively becoming a Confirmed
Publisher), the Introducer will be entitled to the Commission Fee. Commission Fee shall accrue in the trading month which results in the Revenue being made from the
Publisher Agreement.
3.2 The amount of Commission Fee shall be the sum of 20% of that Revenue.
3.3 RNM reserves the right to reduce the rate of the Commission Fee on the Review
Dates, provided that any such reduction shall not exceed 4% of the Revenue.
3.4 RNM shall promptly and no later than within 3 Business Days of the Completion Date, notify the Introducer, through the Introducer Account, of the Publisher Agreement
having been entered into.
3.5 RNM shall maintain the Introducer Account up to date so that both the Revenue related to each of the Publisher Agreement and the Commission Fee appears on the
Introducer Account.
3.6 At the end of each calendar month RNM will generate (in the Publisher’s name) and provide the Introducer with an invoice for the Commission Fee as set out in clause
3.2 (“Commission Invoice”). The Introducer shall raise any dispute as to the accuracy of the Commission Invoice within 5 Business Days of receipt. If no such dispute is raised, the Introducer shall be deemed to have accepted the accuracy of the Commission Invoice.
3.7 RNM shall pay, to the bank account nominated by the Introducer, the amount due under each Commission Invoice within thirty (30) days (“Payment Date”) following
the Revenue Invoice being generated for a particular month, provided that the amount of Commission Fee reaches the minimum amount of £500. RNM shall have
the right to review this minimum level from time to time.
3.8 The Introducer shall be responsible for the payment of all taxes on any payments (including but not limited to the Commission Fee) from RNM, in accordance with the
Introducer’s local laws and regulations.
3.9 If, for any reason, there is a positive balance on the Introducer Account in addition to the Commission Fee which is due to the Introducer, the Introducer has the right to
request RNM to transfer it to the Introducer once a month without any incurring any additional charges (subject to any such request being at least £100.00 or its
equivalent if the Introducer has elected a different currency). Any additional request will result in an administrative charge as set out in RNM’s Price List.
3.10 If RNM fails to make any payment due to the Introducer under this Agreement by the due date for payment, then without limiting the Introducer’s remedies under this
Agreement, the Introducer may charge RNM interest on the overdue amount at the rate of 4% per year above the base lending rate of the Bank of England in force from
time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. RNM shall pay the interest immediately on demand by the Introducer.
3.11 RNM will be entitled to receive repayment of the Commission Fee paid to the Introducer in the event of overpayment of Commission Fee, non-entitlement toCommission Fee or incorrect payment. The Introducer shall remain liable at all times including after termination of this Agreement for debts and reclaims of Commission Fee due to RNM.
3.12 In the event the Introducer fails to pay RNM any sums due under this Agreement within 14 Business Days of its due date, RNM shall be entitled to charge interest on any amount outstanding at the rate of 4% per year above the base lending rate of the Bank of England in force from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Introducer shall pay the interest immediately on demand by RNM.
3.13 Subject to clause 7.2, termination of this Agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and RNM’s obligation to pay a Commission Fee to the Introducer in accordance with it, for as long each Publisher Contract remains in force and/or as long as Publisher uses RNM’s services actively.

4. OBLIGATIONS OF RNM
4.1 RNM must at all material times act in good faith towards the Introducer.
4.2 RNM shall:
a) provide the Introducer at all material times with the information the Introducer reasonably requires to carry out its duties under this Agreement;
b) provide the Introducer with a Unique Access Link and maintain it at RNM’s costs;
c) maintain the Introducer Account, including making sure that the amount of Revenue and Commission Fee are up to date at all times;
d) not be responsible for any costs incurred by the Introducer unless such costs have been agreed by the Principal in writing, in advance;
e) be under no obligation to:
i) accept any Introduction made by the Introducer; and/or
ii) enter into a Publisher Agreement.
f) inform the Introducer immediately if RNM suspends or ceases to perform its obligations under the Publisher Agreement and provide full details and reasons for this;
g) notify the Introducer, through the Introducer Account, of:
i) any Publisher Agreements being entered into;
ii) all and any Revenue generated from the Publisher Agreements; and
iii) all and any Commission Fee.
4.2 RNM reserves the right to send communication and information directly to the Prospective Publishers and the Confirmed Publishers and make direct contact with
them at RNM’s own discretion.

5. CONFIDENTIALITY
5.1 Each party (“Receiving Party”) agrees that it shall at all times (both during the term of this Agreement and for a period of 5 years following after its termination) keep
confidential, and shall not without the prior written consent of the other party (“Disclosing Party”) use (other than as permitted in clause 5.2) any Confidential
Information of the Disclosing Party, unless such information:
a) was public knowledge or already known to the Receiving Party at the time of disclosure;
b) subsequently becomes public knowledge other than by breach of this Agreement;
c) subsequently comes lawfully into the possession of the Receiving Party from a third party;
d) is agreed by the parties not to be confidential.
5.2 The Receiving Party may use the Disclosing Party’s Confidential Information in the performance of its obligations and the exercise of its rights under this Agreement and
in particular, the Introducer may, during the term of this Agreement use Confidential Information disclosed to it by RNM for the purposes of identifying Prospective
Publishers and seeking to make Introductions to RNM.
5.3 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from RNM shall be returned promptly to RNM on termination of this Agreement, and no copies shall be kept.

6. COMMENCEMENT AND DURATION
6.1 This Agreement shall commence on the Effective Date and shall continue, unless:
(a) terminated earlier in accordance with clause 7:
(b) or until either party gives to the other party 3 months’ written notice to terminate;
(c) or, the event the Introducer be unwilling to accept changes to the Commission Fee under clause 3.3, the Introducer gives RNM a one month written notice to terminate within 14 Business Days of each Review Date.

7. TERMINATION
7.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with
immediate effect by giving written notice to the other party if:
(d) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(e) the other party commits a material breach of any material term of this Agreement other than failure to pay any amounts due under this Agreement and if such breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(f) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(g) the other party commences negotiations with all or any class of its creditorswith a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(h) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(i) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is a subject that has an effect equivalent or similar
to any of the events mentioned in clause 7(c) to clause 7(i) (inclusive);
(l) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
(m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
7.2 Where this Agreement is terminated by RNM pursuant to clause 6.1.(b) and 7.1 then RNM shall cease to be liable to pay any Commission Fee to the Introducer from the
date of termination.

8. CONSEQUENCES OF TERMINATION
8.1 Other than as set out in this clause, neither party shall have any further obligation to the other under this agreement after its termination.
8.2 The following clauses shall continue to apply after the termination of this Agreement: clause 1, clause 3, clause 5 and clause 7 (excluding 7.2) to clause 16 (inclusive).
8.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

9. INDEPENDENT STATUS
9.1 The Introducer is an independent contractor, and nothing in this Agreement shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties.

10. ENTIRE AGREEMENT
10.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.
10.3 Nothing in this clause shall limit or exclude any liability for fraud.

11. VARIATION
11.1 RNM may vary this Agreement from time to time, and will post any revisions on its website at https://app.adtonos.com. The Introducer should regularly check the RNM website to review the then-current version of this Agreement, which will take precedence over this Agreement and will also apply to Introductions affected under this Agreement. If is your responsibility to check the RNM website prior submitting Introductions to ensure that you are familiar with any variations that we make to this Agreement.
12. ASSIGNMENT
12.1 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed)

13. NO WAIVER
13.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14. NOTICE
14.1 Any notices required to be given to the Introducer by RNM under this Agreement may be sent to either (1) the Introducer Account or (2) the applicable account email address as specified in the Introducer Account.
14. 2 Any notices required to be given to RNM by the Introducer under this Agreement must be sent to support@adtonos.com.
14.3 Notice is deemed to have been given upon transmission to the correct address, provided that any notice to issue any legal proceedings in relation to this Agreement must be confirmed within 48 hours by courier delivery or recorded delivery post to the correct address

15. THIRD PARTY RIGHTS
15.1 The Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing this Act shall not apply in relation to this Agreement and nothing in this Agreement shall confer on any third party the right to enforce any provision of this Agreement.

16. GOVERNING LAW AND JURISDICTION
17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of
England and Wales.
17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

Last updated: 17.10.2019