Affiliate T & C's

Affiliate Agreement

This agreement is entered into between My Life Financial Solutions Ltd, a company registered in England and Wales with company No. 06830789, whose registered office is 80, Manchester Road, Walkden, Manchester M28 3LN

(“My Life Financial Solutions Ltd”) and you (the “Affiliate”) and is subject to the terms and conditions attached hereto (the documents collectively being referred to as the “Agreement”).
In consideration of the mutual obligations set out below the Parties agree as follows:

1. Definitions
1.1 In this Agreement the following words shall have the following meanings unless otherwise expressly stated:
“Acceptable Use Policy” means the policy on what constitutes acceptable use of the My Life Financial Solutions Ltd Website set out in Schedule 5 to this Agreement and contained in the Affiliate Control Panel, as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate;
“Act” means the Data Protection Act 1988 as amended;
“Affiliate Control Panel” means the user system interface made available to the Affiliate on the My Life Financial Solutions Ltd LeadSop.co.uk Website;
“Affiliate Guide” means the document contained on the Affiliate Control Panel as amended from time to time. This document is a guide to websites that intend to supply Customer Leads using the My Life Financial Solutions Ltd Affiliate Programme. The guide has been prepared for information purposes only for My Life Financial Solutions Ltd based on the interpretation of the Financial Services Market Act 2000 and the FSA handbook for rules and guidance. No representation is made by My Life Financial Solutions Ltd that the guide is complete or comprehensive in any respect. The guide should not be relied upon by any third party for FSA compliance purposes or otherwise, and My Life Financial Solutions Ltd accepts no liability or responsibility whatsoever for any loss, damage or regulatory sanction of any kind suffered by any third party which arises from any reference to, use of or purported reliance upon the content of this guide;
“Affiliate Payment” means the payment per Success Lead as displayed on the Affiliate Control Panel (or such other sum as varied by the parties in accordance with the Agreement);
“Affiliate Website” means the website or websites owned, operated or managed by the Affiliate with its domain or domains being located at the URL(s) notified to My Life Financial Solutions Ltd on Registration;
“Approved Web Form” means either the Hosted Solution or a Web Service form;
“Buyer” means an adviser on, or provider of, FSPs and registered with the Financial Services Authority where appropriate;
“Buyer Payment” means a payment made by a Buyer to My Life Financial Solutions Ltd as a consequence of a Customer Lead. This payment may include a fee wholly due to My Life Financial Solutions Ltdfor the provision of services;
“Charging Level” means, in relation to a Lead Class, that False Invalid Rate which triggers an administration charge, as set out the Invalid Lead Policy;
“Confidential Information” means any and all secret or confidential commercial, financial, marketing, technical information, know-how, trade secrets and other information (including without limitation user names and passwords) in written, electronic or any other form or medium whether disclosed orally or in writing before, on or after the date of this Agreement;
“Customer” means a person who has expressed an interest to the Affiliate in purchasing an FSP;
“Customer Lead” means the Customer’s contact details and all other information relating to a Customer including without limitation the specific details of the FSP that the Customer has expressed an interest in purchasing and express consent from the Customer to being contacted by a Buyer regarding the provision of such FSP which are submitted from an Approved Web Form by the Affiliate to My Life Financial Solutions Ltd;
“Data Feed” means any marketing information made available to the Affiliate by My Life Financial Solutions Ltd for the purposes of providing information to Customers about FSPs including without limitation best-buy tables;
“False Invalid” means any Customer Lead submitted to My Life Financial Solutions Ltd as an Invalid Lead which, after investigation by My Life Financial Solutions Ltd, is rejected as invalid under the Invalid Lead Policy;
“False Invalid Rate” means, in relation to the total number of Customer Leads provided from a Lead Class, the number of False Invalids submitted by a Buyer during the appropriate Measuring Period and expressed as a percentage, as set out in the Invalid Lead Policy;
“Financial Services Regulations” means, without limitation, the FSA Handbook Mortgage Conduct of Business, the FSA Handbook New Conduct of Business, Insurance: New Conduct of Business sourcebooks and the Consumer Credit Act Advertising Regulations, where appropriate and as amended;
“Force Majeure” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations under this Agreement including without limitation: fire; flood; lightning; war; revolution; terrorism; riot; strike; lock-out or other industrial action; failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;
FSP” means a financial services product or service;
„’Hoax Lead‟‟ is a lead which contains false, untrue or incorrect enquirer details resulting in the lead not being a genuine consumer enquiry
“Hosted Solution” means the web form as set out on the Affiliate Control Panel as amended from time to time by My Life Financial Solutions Ltd and hosted by My Life Financial Solutions Ltd and displayed on the Affiliate Website;
“Intellectual Property Rights” means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, meta tag, know-how, model, unregistered design (and any application for any such right) or other intellectual property right anywhere in the world;
“Invalid Lead” has the meaning given to it in the Invalid Lead Policy;
“Invalid Lead Policy” means the policy on invalid leads as set out in Schedule 1 to this Agreement and contained in the Affiliate Control Panel as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate;
“Invalid Lead Ratio” means the ratio of Invalid Leads to Success Leads;
“Lead Category” means the categorisation of an FSP and Customer, defined by My Life Financial Solutions Ltd in its absolute discretion, as set out in Schedule 3 to this Agreement and contained in the Affiliate Control Panel as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate;
“Lead Class” means a class of Lead Categories, as set out in Schedule 3 to this
Private and Confidential Affiliate Agreement v5 6 (04 02 10).doc 3
Agreement and contained in the Affiliate Control Panel as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate;
“My Life Financial Solutions Ltd Website” means the website at the URL www.leadshop.co.uk (or such other URL as My Life Financial Solutions Ltd may notify the Affiliate from time to time);
“My Life Financial Solutions Ltd Affiliate Programme” means the system by which a website may supply leads to the My Life Financial Solutions Ltd. Website; www.leadshop.co.uk
“Measuring Period” means, in relation to each Lead Class, the period of time over which My Life Financial Solutions Ltd measures a Buyer’s False Invalid Rate, as set out in the Invalid Lead Policy;
“Prospect” means a Customer Lead as defined by Clause 6.1:
“Purpose” means the purpose of My Life Financial Solutions Ltd submitting the data received from the Affiliate to Buyers to provide FSPs to Customers and for the purpose of My Life Financial Solutions Ltd and its partners marketing My Life Financial Solutions Ltd services and/or third party services directly to Customers;
“Registration” means the process by which the Affiliate accepts the terms and conditions of this Agreement on the registration page of the Leadshop.co.uk Website;
“Resource Code” means the resource code provided on the Affiliate Control Panel for use by the Affiliate in creating an Approved Web Form;
“Success Lead” means a Customer Lead as defined by Clause 6.2;
“Telephone Lead” has the meaning given to it in the Telephone Lead Policy;
“Telephone Lead Policy” means the policy on leads generated by telephone as set out in Schedule 2 to this Agreement and contained in the Affiliate Control Panel as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate;
‘’ Test Lead’’ is a lead that has been created as a way of verifying that the lead process is correctly working and is not intended to be a valid lead
‘’User’’ may be the Buyer or other such person acting on behalf of the Buyer under the terms of this agreement.
“Web Service” means the optional service allowing an Affiliate to design its own web form or a web form derived from the Resource Code, both to comply with the Web Service Policy;
“Web Service Policy” means the policy on data capture methods as set out in Schedule 4 to this Agreement and contained in the Affiliate Control Panel as may be amended from time to time by My Life Financial Solutions Ltd on notice to the Affiliate.
1.2 The headings contained in this Agreement are for convenience of reference only and shall not affect its interpretation.
1.3 References to persons include an individual, company, corporation, firm or partnership.
1.4 Words indicating the singular shall include the plural and vice versa. Words indicating a gender shall include each gender.
1.5 The words and phrases “including” and “in particular” shall be without limitation to the generality of any preceding words and any preceding words shall not be construed as being limited to a particular class where a wider interpretation of those words and phrases is possible.
1.6 All sums payable hereunder are inclusive of VAT or any other applicable tax or duty payable upon such sums.
1.7 For the purposes of this Agreement, the terms “personal data” and “data controller”, “data processor” and “data subjects” shall be as defined in the Act.

2. Duration
2.1 This Agreement shall come into force on Registration and shall continue unless and until terminated under the provisions of Clause 10.

3. Affiliate’s Obligations
3.1 The Affiliate undertakes:
(a) to use an Approved Web Form for the generation of Customer Leads and
(i) where the Affiliate introduces Telephone Leads, to comply with the requirements of Clause 4; and
(ii) where the Affiliate uses the Web Service, to comply with the requirements of the Web Service Policy;
(b) to include, within thirty (30) calendar days from Registration and for the duration of this Agreement, the Approved Web Form on the Affiliate Website;
(c) to arrange for the Approved Web Form to provide the captured data in a format acceptable to My Life Financial Solutions Ltd (as specified by My Life Financial Solutions Ltd from time to time);
(d) to obtain the consent of all Customers entering their personal data into the Approved Web Form, in a timely and reasonable manner before the Customers‟ data is submitted to My Life Financial Solutions Ltd, such that the Affiliate ensures that:
(i) My Life Financial Solutions Ltd is the data controller in respect of the personal data; and
(ii) My Life Financial Solutions Ltd can use the personal data for the Purpose,
(e) to collect the information entered into the Approved Web Form in a manner that is compliant with all Financial Services Regulations applicable at the time and the Affiliate shall indemnify My Life Financial Solutions Ltd against all losses, costs damages and expenses arising as a result of a breach of this Clause 3.1(e);
(f) to supply Customer Leads, including all Customer Leads generated directly or indirectly through the Data Feed, exclusively to My Life Financial Solutions Ltd and not to use such Customer Leads for any other purposes, or to supply such Customer Leads to a third party;
(g) to provide My Life Financial Solutions Ltd with five (5) working days notice, through the Affiliate Control Panel, of any web site other than the Affiliate Website on which an Approved Web Form will be displayed;
(h) not to delay the Leads being delivered to My Life Financial Solutions Ltd or send the Leads together in batches;
(i) not to provide any discount, rebate or gift as an incentive for Customers to complete the Approved Web Form;
(j) not to undertake any act or omission which would result in My Life Financial Solutions Ltd being in breach of any laws, regulations (including without limitation the Act) or codes of conduct and, by obtaining the personal data and/or using it for the Purpose, the Affiliate will only act in accordance with the instructions of My Life Financial Solutions Ltd in respect of the personal data and the Affiliate will take appropriate technical and security measures for the protection of the personal data;
(k) to comply with the Acceptable Use Policy;
(l) not to market to any Customer;
m) not to include on the Affiliate Website any content which is illegal, defamatory, obscene, pornographic, racist, or derogatory; and
(n) not to undertake any act or omission which causes damage to My Life Financial Solutions Ltd brand or reputation.
3.2 The Affiliate acknowledges, notwithstanding the requirements of Clause 3.1 for the Affiliate to comply with all Financial Services Regulations, that My Life Financial Solutions Ltd does not accept any responsibility for ensuring that the Affiliate meets any regulatory requirements for the Affiliate Website or generation of Customer Leads.
3.3 The Affiliate acknowledges and hereby consents that any telephone call to My Life Financial Solutions Ltd may be recorded for training purposes and for the purpose of recording the details of any transaction conducted or information supplied on such call.

4. Telephone Leads
4.1 A full process document (“Process Document”) for Telephone Leads must be approved in writing by My Life Financial Solutions Ltd before an Affiliate may introduce Telephone Leads to the My Life Financial Solutions Ltd Website.
4.2 The Process Document should explain in detail how the Telephone Leads are generated and include the following:
(a) the source(s) of the Customer contact data that the calls are made from;
(b) details of the call centre(s) that will be making the calls;
(c) telephone call scripts which each call centre will use for the entire process of generating a Telephone Lead (“Scripts”); and
(d) a signed statement from the Affiliate’s compliance officer or consultant confirming that their process is fully compliant with the Telephone Lead Policy.
4.3 The Affiliate undertakes to ensure that all Telephone Leads will be generated in accordance with the agreed Process Document and the Affiliate shall indemnify My Life Financial Solutions Ltd against all losses, costs damages and expenses arising as a result of a breach of this Clause 4.3.

5. Warranties
5.1 Both parties each confirm that they will use reasonable skill and care in the performance of their obligations.
5.2 The Affiliate warrants that all Customer Leads supplied to My Life Financial Solutions Ltd are supplied on an exclusive basis and that the Affiliate shall not use a Customer Lead for its own purposes or supply a Customer Lead to a third party.
5.3 The Affiliate shall not, for the duration of this Agreement, and for a period of six (6) months after termination of this Agreement, solicit or attempt to solicit, entice away or attempt to entice away the custom of (or enter into a referral relationship with) any Buyer or any other person the details of whom were obtained from My Life Financial Solutions Ltd under or in connection with this Agreement.
5.4 The Affiliate warrants that it shall not conduct any activity that shall have an adverse impact on the reputation of My Life Financial Solutions Ltd or its customers, employees, agents or contractors.

6. Charges
6.1 If My Life Financial Solutions Ltd receives a Customer Lead which it then forwards to its Buyers, then that Customer Lead will constitute a “Prospect” for the purposes of this Agreement.
6.2 If a Buyer pays a Buyer Payment to My Life Financial Solutions Ltd in respect of a Prospect, then that Prospect will constitute a “Success Lead” for the purposes of this Agreement.
6.3 On the second (2nd ) day of each month My Life Financial Solutions Ltd will notify the Affiliate to view a statement showing total number of Success Leads sent in the previous month and the amount the Affiliate is entitled to invoice My Life Financial Solutions Ltd for. Provided My Life Financial Solutions Ltd receive a valid invoice by the fifth (5th) day of the month and subject to Clause 6.4, My Life Financial Solutions Ltd shall pay the Affiliate the sums set out in such invoice by the last day of that month.
6.4 The minimum value of Success Leads that the Affiliate may submit an invoice for shall be one hundred pounds (£100).
6.5 My Life Financial Solutions Ltd will apply an administration charge of twenty pounds (£20) for each payment required to be made:
(a) to a Non-UK bank account; or
(b) via Paypal.
6.6 The Affiliate Payment may be amended from time to time by My Life Financial Solutions Ltd provided that My Life Financial Solutions Ltd provides the Affiliate with at least seven (7) calendar days notice of any change to the Affiliate Payment. Such changes will not apply retrospectively.
6.7 In the event that a Buyer Payment to My Life Financial Solutions Ltd is refunded to the Buyer by My Life Financial Solutions Ltd or cancelled by a Buyer (including without limitation in the event of a Success Lead being an Invalid Lead according to the Invalid Lead Policy), then My Life Financial Solutions Ltd will notify the Affiliate of this, and the Affiliate Payment to the Affiliate in respect of that Success Lead will immediately become repayable by the Affiliate to My Life Financial Solutions Ltd if paid, or void if remaining to be paid, and My Life Financial Solutions Ltd shall be entitled to set off any outstanding amounts against future invoices.
6.8 In the event that the Affiliate is found to be deliberately misleading the My Life Financial Solutions Ltd Website, or misusing the Invalid Lead Policy then, according to the Invalid Lead Policy, the Affiliate shall be liable to pay the applicable administrative charges set out therein, each charge being a genuine pre-estimate of the loss suffered by My Life Financial Solutions Ltd.
6.9 My Life Financial Solutions Ltd shall not be obliged to pay the amount of commission due to an affiliate if the amount due has not been invoiced within three months of the statement date.

7. Intellectual Property Rights
7.1 Other than as strictly necessary for the purpose of Clause 3, the Affiliate does not have any right to use any of My Life Financial Solutions Ltd intellectual property rights (including without limitation
My Life Financial Solutions Ltd copyright and trade marks (whether registered or unregistered), the Hosted Solution and Resource Code) or any materials supplied by My Life Financial Solutions Ltd without My Life Financial Solutions Ltd prior written approval.
7.2 All Intellectual Property Rights in the data submitted by the Affiliate to My Life Financial Solutions Ltd under this Agreement shall vest in My Life Financial Solutions Ltd and the Affiliate hereby assigns to My Life Financial Solutions Ltd with full title guarantee free from all charges, liens, licences and other encumbrances all Intellectual Property Rights in such data together with the right to obtain remedy in respect of any infringement thereof prior to Registration and to hold the same to the My Life Financial Solutions Ltd absolutely.
7.3 My Life Financial Solutions Ltd grants the Affiliate a non-exclusive, non-transferable licence of the Resource Code or Hosted Solution (as necessary) for the duration of this Agreement for the sole purpose of creating and using an Approved Web Form on the Affiliate Website.
7.4 My Life Financial Solutions Ltd accepts no liability for any loss suffered by the Affiliate resulting from use of the Resource Code or Hosted Solution.

8. Confidentiality
8.1 Subject to Clause 8.2, all Confidential Information disclosed or obtained as a result of this Agreement shall be kept confidential by the parties and neither party shall use or disclose such Confidential Information. Where such Confidential Information is disclosed by a party to its employees, agents or sub-contractors, it shall be subject to confidentiality obligations equivalent to those set out in this Agreement. Each party shall procure that any such employee, consultant, sub-contractor or agent complies with such obligations.
8.2 The obligations of confidentiality in Clause 8.1 shall not extend to any disclosure of Confidential Information which either party can show:
(a) is necessary for the proper performance of its obligations under this Agreement;
(b) has been carried out with the prior consent of the other party;
(c) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or
(d) was in its records prior to Registration (other than in contemplation of this Agreement); or
(e) was independently disclosed to it by a third party entitled to disclose the same; or
f) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

9. Limitation of Liability
9.1 Nothing in this Agreement shall restrict or exclude either party’s liability for death or personal injury resulting from that party’s negligence. Nothing in this Agreement shall restrict or exclude either party’s liability for fraud, nor for fraudulent misrepresentation, nor for any liability which may not be lawfully limited or excluded.
9.2 Neither party shall be liable in any circumstances to the other party for consequential, special or indirect losses, or the following losses whether direct or indirect: loss of profits, loss of revenue, economic loss, loss of business or contracts, loss of anticipated savings or goodwill, loss of data, (or any losses arising from a claim by a third party for any of the above losses); whether arising under contract, statute, tort (including without limitation negligence), or otherwise.
9.3 Subject to Clauses 9.1 and 9.2, My Life Financial Solutions Ltd only liability to the Affiliate pursuant to the Agreement is to pay the Affiliate the Affiliate Payment in accordance with the provisions of this Agreement.
9.4 The Affiliate Payment has been calculated on the basis that each party will exclude and limit its liability as set out in this Agreement.

10. Termination
10.1 Either party may terminate this Agreement upon thirty (30) calendar days notice to the other party.
10.2 Either party may terminate this Agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this Agreement and:
(a) such breach is material and cannot be remedied; or
(b) such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) calendar days of having been required in writing to remedy such breach.
10.3 My Life Financial Solutions Ltd may terminate this Agreement immediately on notice to the Affiliate if:
(a) in its absolute discretion, it considers the Affiliate to have submitted a Customer Lead containing data that does not meet the requirements of Clauses 3 or 4;
(b) at any time, the Invalid Lead Ratio, measured over the preceding period of thirty (30) calendar days is greater than 20%; or
(c) the Affiliate commits a written or verbal breach of the Acceptable Use Policy.
10.4 Either Party may terminate this Agreement immediately upon notice in writing to the other Party (the “Defaulting Party”) in the event that the Defaulting Party shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay its debts.

11. Consequences of Termination
11.1 The termination of this Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
11.2 Upon and following termination of this Agreement, the provisions of this Agreement which are intended or expressed to survive termination (including without limitation the provisions relating to confidentiality, and limitations and exclusions of liability), shall so survive.
11.3 Upon termination of this Affiliate, each party shall immediately return to the other party all of the other party’s property (including without limitation Confidential Information) in its possession at the date of termination.
11.4 Upon termination of this Agreement, the Affiliate will immediately remove the Approved Web Form from the Affiliate Website, and all licences, including without limitation the licence referred to in Clause 7.3, provided by My Life Financial Solutions Ltd to the Affiliate will immediately terminate.
11.5 My Life Financial Solutions Ltd will, within thirty (30) calendar days of termination of this Agreement, pay to the
Affiliate any unpaid Affiliate Payments, including any Success Leads un-invoiced by the Affiliate due to Clause 6.4, unless termination of this Agreement has occurred due to one or more breaches by the Affiliate, or pursuant to Clause 10.3.
 
12. Force Majeure
12.1 If either party is affected by Force Majeure it shall not be in breach of this Agreement or otherwise liable to the other by reason of any delay in performance or non-performance of any of its obligations due to such event.
12.2 If such Force Majeure persists for a period of three (3) months then the party prevented from complying with its obligations by such event shall be entitled whilst the Force Majeure persists, to terminate this Agreement immediately upon notice to the other party.

13. Assignment and Sub-contracting
13.1 The Affiliate shall not assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under this Agreement without the prior written consent of My Life Financial Solutions Ltd.
13.2 My Life Financial Solutions Ltd shall be permitted to assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under this Agreement without the prior written consent of the Affiliate.

14. Contracts (Rights of Third Parties) Act 1999
14.1 The Parties to this Agreement do not intend any third party to have any benefit under this Agreement. The Parties therefore agree that no third party shall have the right to enforce any term of this Agreement.

15. No Partnership
15.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties to this Agreement.

16. Variations
16.1 Subject to paragraph 10 of Schedule 1, paragraph 5 of Schedule 2, paragraph 6 of Schedule 4, paragraph 3 of Schedule 5 and paragraph 3 of Schedule 5, this Agreement may be varied by My Life Financial Solutions Ltd by notifying such changes to the Affiliate by way of email or by supplying the Affiliate with a URL containing the updated Agreement. In the event that the Affiliate disagrees with such changes the Affiliate shall be entitled to terminate this Agreement on notice without further liability to My Life Financial Solutions Ltd. No other variation of this Agreement shall be effective unless it is in writing and is signed by an authorised representative of each party.

17. Severability
17.1 If at any time any part of this Agreement or a clause of this Agreement becomes void or unenforceable under any applicable law it shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue unaffected.

18. No Waiver
18.1 No provision of the Agreement shall be waived unless agreed to be waived by both parties in writing. If any provision is waived, then that waiver shall operate for that instance only and not future instances, unless agreed otherwise by both parties in writing.

19. Entire Agreement
19.1 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other written and oral communications between the parties. The express terms, conditions and warranties of this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law. The parties hereby confirm that they have not relied upon any representations, communications or other matters which have not been expressly stated in this Agreement. Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability for fraudulent misrepresentations.

20. Notices
20.1 Unless expressly stated in this Agreement, all notices relating to this Agreement must be provided in writing, in the case of My Life Financial Solutions Ltd, to its registered address and, in the case of the Affiliate, to the address provided on Registration, by post, courier, fax or email or (solely in the case of My Life Financial Solutions Ltd) by way of a system notification to users of its web sites where the Affiliate is a user of such site. A notice will be deemed to be served: in respect of notices delivered by post two working days after the date of posting or by courier, on the date the notice is received by a party as indicated by the signature of the party on the courier receipt. A notice will be deemed to be served in respect of notices delivered by fax, email or system notification on the day that such notice is successfully sent (if sent before 5pm on a working day, otherwise it will be deemed served at 9.30am the next working day) provided that the sending party retains a copy of a successful transmission report or other evidence that such notice was sent.

21. Law and Jurisdiction
21.1 This Agreement and any dispute or claim arising in connection with it shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.

 Schedule 1 – Invalid Leads Policy

1. Policy Application
1.1 The Industry Standard Policy will apply to those leads with a Bid price of less than £5
1.2 The My Life Financial Solutions Ltd Enhanced Policy will apply to those leads with a Bid price of £5 and above.

2. Validity of Leads (both policies)
2.1 My Life Financial Solutions Ltd considers a Customer Lead valid where:
a) a Customer confirms they wish to be contacted by a specialist from the Buyer’s named company;
b) the Customer Lead matches the Buyer’s bidding criteria, where the criteria are applicable, of:
(i) FSP type;
(ii) FSP value;
(iii) postcode;
c) the Customer is contactable on the details contained in the Customer Lead (including a valid UK telephone number); and
d) in the case of Telephone Leads only, it is an Acceptable Telephone Lead according to the Telephone Lead Policy.
2.2 A Customer Lead will be deemed invalid if, in My Life Financial Solutions Ltd’ opinion, it is submitted according to paragraph 3 (Notification) below, or it is auto invalidated (see paragraph 8 below) and it meets the criteria set out in either paragraph 4 (for leads below £5 Bid price) or paragraph 5(for leads at a Bid price of £5 or above).

3. Notification (both policies)
3.1 Customer Leads will only be accepted for analysis if My Life Financial Solutions Ltd receives notification through the Buyer Control Panel less than seven (7) calendar days from receipt by the Buyer according to the date/time stamp contained on the Customer Lead.
3.2 Customer Leads will be deemed accepted if My Life Financial Solutions Ltd does not receive notification within seven (7) calendar days of receipt by the Buyer and no refunds will be provided for Customer Leads which the Buyer has accepted.
3.3 My Life Financial Solutions Ltd will use reasonable endeavours to respond to the Buyer’s notification within three (3) working days.
3.4 A Buyer may withdraw a Customer Lead from analysis at any point up until My Life Financial Solutions Ltd has completed its analysis of the Invalid Lead submission. The analysis will be complete when the Invalid Lead status has been updated from “submitted”, to “accepted” or “rejected” on the Buyer Control Panel.

4. Grounds for Invalidity – Industry Standard policy
4.1 My Life Financial Solutions Ltd will only invalidate Customer Leads if:
a) the Customer Lead contains contact details that do not enable contact to be made, i.e. the telephone numbers supplied are either incomplete or incorrect, or the telephone numbers are valid but are not the customers telephone numbers (“Invalid Contact Details”);
b) a Customer completes the same form twice (“Duplication”) and within three (3) calendar days of receiving an original Customer Lead the Buyer receives a duplicate Customer Lead regarding that Customer;
c) where, in the case of mortgage FSPs, the property to be mortgaged is not in the UK (Overseas Mortgage enquiry), or for all FSP‟s, if the Customer Lead is a Hoax Lead, a Test Lead or where the Customer Lead is a Telephone Lead, but does not meet the requirements of an Acceptable Telephone Lead („‟Other‟‟)
d) the Customer has entered incorrect or untrue details, which means the Customer Lead is misclassified according to the Buyer’s bidding criteria (“Misclassification”) and if the Buyer is not bidding in that Lead Category or not pursuing the Customer Lead;

5. Grounds for Invalidity – My Life Financial Solutions Ltd Enhanced policy
5.1 In addition to 4.1 a), b) and c) above, My Life Financial Solutions Ltd will also invalidate Customer Leads if:
a) after the Buyer’s reasonable attempts to contact the Customer, it is established by My Life Financial Solutions Ltd independent analysis that none of the contact details in the Customer Lead enable contact to be made with the Customer (“Unable To Contact”);
b) the Customer was mislead by the affiliate website and was not looking for advice or did not want to speak to an adviser.

6. Unfit Grounds for Invalidity – Industry Standard Policy
6.1 My Life Financial Solutions Ltd does not provide refunds for Customer Leads who have sourced their advice elsewhere following submission of their enquiry. My Life Financial Solutions Ltd does all that it can to discourage Customers from seeking advice elsewhere; My Life Financial Solutions Ltd simply recommends that Buyers follow up on a Customer Lead as quickly as possible to ensure it remains as fresh as when it was delivered.
6.2 My Life Financial Solutions Ltd does not provide refunds for Customer Leads who have changed their mind about receiving advice, or whose circumstances have changed, following submission of their enquiry.
6.3 In the case of mortgages, My Life Financial Solutions Ltd does not provide refunds for Customer Leads who might incur redemption penalties and/or have decided to remain with their current lender.
6.4 My Life Financial Solutions Ltd does not provide refunds for Customer Leads where the Buyer has been unable to contact the customer via any of the contact details in the Customer Lead, except where the Customer Lead contains incomplete or incorrect contact details.
6.5 In the case of mortgages, My Life Financial Solutions Ltd does not provide refunds for Customer Leads who are unemployed, on a low income, or want to borrow more than they can afford. My Life Financial Solutions Ltd does carry out quality checks to ensure a reasonable loan-to-value ratio however My Life Financial Solutions Ltd does not ask income questions and does not provide refunds on the basis of income or loan-to-value.
6.6 My Life Financial Solutions Ltd does carry out validity checks on leads,
6.7 My Life Financial Solutions Ltd will not investigate any other reasons for possible invalidation of leads beyond those outlined in Clause 4.

7. Unfit Grounds for Invalidity – My Life Financial Solutions Ltd Enhanced Policy
7.1 All elements of Clause 6 will apply, with the exception of 6.4 and 6.7.

8. Auto Invalidation
8.1 Invalid telephone numbers (incorrect numbers) will be recognized at the point of customer submission and will be automatically invalidated accordingly.
8.2 My Life Financial Solutions Ltd does not guarantee that all telephone numbers received by the Buyer will be valid, however any leads received by the Buyer are still eligible for submission as invalid as detailed in the relevant clauses above.
8.3 The automated invalidation service is only available to a Buyer that is buying a lead directly for contact by themselves, their firm or when the Buyer is an FSA recognized network, their members.

9. Administration Charge (both policies)
9.1 In the event that the Buyer returns a False Invalid, My Life Financial Solutions Ltd:
a) may apply an administration charge in respect of any False Invalids or to any other Invalid Leads submitted from this point; and
b) shall not be required to notify the Buyer of the results of the Invalid Lead analysis and outcome within three (3) working days,
provided that the Charging Level was exceeded at the time the False Invalid was submitted under paragraph 3 (Notification).
9.2 My Life Financial Solutions Ltd shall use the following time periods, rates and charges when calculating administration charges for False Invalids:

Lead Class
Measuring Period Charging Rate Charge
Mortgage First 30 days of preceding 45 day period 20% £10 per Lead
Loan First 30 days of preceding 45 day period 20% £10 per Lead
Debt First 30 days of preceding 45 day period 20% £10 per Lead
Life First 30 days of preceding 45 day period 20% £10 per Lead