Associate Programme
Terms & Conditions

Associate Programme – agreement of Terms and Conditions

  1. By participating in the Associate Programme, Associates and Associate Representatives agree to be bound by the terms and conditions set out below. Please ensure that, before commencing the application process, you, as Associate Representative, have the appropriate authority to bind Associates to these terms and conditions.

2. Defined Terms

Associate – an advisor which has been approved by QT to be an Associate, as described below.

Associate Clients – as defined below at paragraph 3a.

Associate Representative – the individual(s) acting on behalf of the Associate in the application process.

Chosen Associate – the Associate who has been nominated by the QT Client during the QT Client's onboarding process.

Commission – 10% of the Fees actually received by QT less any rebate or reimbursement.

Prospective Client – as defined below at paragraph 9a.

QT – Quantemplate Research Limited.

QT Client – a client that has contractually committed to QT Services.

QT Fees – the fees payable and received by QT from QT Clients for the QT Services less any rebate or reimbursement.

QT Materials – all materials owned by or licensed to QT, which describe the QT Services and can be used by Associates pursuant to the terms below.

QT Services – services which are provided by QT, namely a data automation and management system which is designed to identify and reduce errors, improve compliance, enhance efficiency and increase value from data.

Eligibility

  1. To be eligible for the Associate Programme, Associates must:
    1. Be a professional advisor to its own clients (Associate Clients);
    2. Meet the verification (and any other) requirements of QT (as these may develop from time to time); and
    3. Be committed to introducing its own clients to QT Services.
  2. Associate Representatives must ensure that they have the appropriate authority to bind and commit the Associate to the Associate Programme.
  3. Associates must ensure that the Associate Representatives have the authority and ability to bind and commit the Associate to the Associate Programme. The Associate is responsible for any act or omission of the Associate Representative, where such act or omission causes any damage or loss, to any third party.

Process to become an Associate

  1. In order to become Associates, the Associate onboarding process must be followed, with the various information requested provided and verification checks completed to QT's satisfaction. This will include credit card verification. The credit card details provided may be of either the Associate or the Associate Representative. It is the responsibility of the Associate Representatives to ensure that they have the requisite permission from the Associate to use the Associate's credit card, if the same is used during the application process.
  2. QT may accept or reject any application for the Associate Programme in its absolute discretion.
  3. If an application is approved, then the applicant becomes an Associate and can participate in the Associate Programme.

Obligations of Associate

  1. Associates agree to:
    1. introduce the QT Services to the Associate Clients, and any other potential clients which may be in the Associate's network (together, Prospective Clients);
    2. demonstrate the value of the QT Services to such Prospective Clients; and
    3. encourage that such Prospective Clients engage QT for the QT Services.
  2. In order to make such recommendations and introductions, QT will provide the following:
    1. a licence to use the QT Marketing Materials; and
    2. onboarding support.
  3. Associates will follow all reasonable and lawful instructions of QT, as they may change from time to time.
  4. Please note that when any Prospective Client commits to the QT Services and becomes a QT Client, the Commission payable to Associates will be disclosed as part of the onboarding process.
  5. Associates will not make any representations or promises concerning the QT Services which have not been communicated to the Associate by QT, and/or which are not included in any QT Materials.
  6. Associates will not create its own marketing materials in relation to (in whole or in part) the QT Services without the prior written approval of QT (which it shall provide or not provide in its absolute discretion).
  7. Associates may announce and publicly share that is has been accepted into the Associate Programme.
  8. Associates shall not directly or indirectly represent itself or holding itself out as being part of or affiliated with QT other than as set out in these terms and conditions.
  9. Associates will not engage in any activity, practice or conduct, directly or indirectly, which would constitute fraud.

Nomination as Chosen Associate by QT Clients

  1. Where a Prospective Client becomes a QT Client and opts for the paid version of the QT Services, and nominates the Associate during the related onboarding process, the Associate will become the Chosen Associate and will be paid the Commission.
  2. The QT Client may select any Associate as its Chosen Associate in its absolute discretion during the period described at paragraph 18. QT provides no guarantee that any Associate will be nominated by any QT Client, and is not responsible for any actions of the QT Client.
  3. Subject to QT's right to terminate pursuant to paragraph 33, the QT Client may after a period of two years change its Chosen Associate in its absolute discretion. In this case, Commission payments will be terminated with effect from the start of the next billing cycle.

Commission

  1. All Associates have access to a dashboard which shows:
    1. QT Clients that have nominated an Associate as their Chosen Associate;
    2. Commission due and paid to the Associate;
  2. Commission is payable to Associates for as long as QT Clients select such Associates as their Chosen Associate.
  3. Commission will be payable at the end of the month which follows receipt by QT of fees from QT Clients for QT Services. QT may require invoices from Associates for any Commission payable and will notify the Associates of any requirement.
  4. The Commission will be paid to the account using the details which have been provided during the Associate Programme application process. It is the responsibility of the Associate and/or the Associate Representative to ensure that the Commission is distributed in a way which has been agreed internally. QT's responsibility is limited to paying the Commission as described in this paragraph and it will have absolutely no responsibility or liability for how that Commission is further shared or distributed.

Anti-bribery

  1. The Associate shall:
    1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2020 (BA) (Relevant Requirements);
    2. not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;
    3. establish, maintain and enforce its own policies and procedures, including but not limited to adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements;
    4. notify QT in writing if it becomes aware of any breach of this section, or has reason to believe that it has received any request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement;

Data Protection

  1. Definitions:
    1. Agreed Purposes: The performance by each party of its obligations under this agreement, and the promotion of the services that form the subject of this agreement.
    2. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
    3. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    4. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
    5. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
    6. Shared Personal Data: the personal data to be shared between the parties under this agreement (which will include names and contact details).
    7. General data sharing obligation. This Data Protection section sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
  2. General data protection compliance in respect of shared personal data. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach of these terms and conditions.
  3. Specific data protection obligations regarding shared personal data.
    Each party shall:
    1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    3. process the Shared Personal Data only for the Agreed Purposes;
    4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
    6. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
    7. not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that:
      1. the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or
      2. there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or
      3. the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or
      4. one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
  4. Mutual assistance regarding shared personal data.
    Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    2. promptly inform the other party about the receipt of any data subject rights request;
    3. provide the other party with reasonable assistance in complying with any data subject rights request;
    4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
    5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
    6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
    7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
    8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
    9. maintain complete and accurate records and information to demonstrate its compliance with this Data Protection section.

Liability

  1. Nothing in this agreement limits any liability which cannot legally be limited.
  2. Subject to paragraph 30:
    1. QT shall have no liability under or in connection with this agreement in contract, tort (including negligence) or otherwise for loss of profit or indirect or consequential loss of the Associate and/or the Associate Representative.
    2. In any event, QT's total liability under or in connection with this agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed 50% of the of the Commission paid to the Associate during the previous 12 months.
  3. All conditions, warranties, representations or other terms that might otherwise be implied into this agreement by statute, common law or otherwise are excluded from this agreement.

Termination

  1. QT may terminate any Associate's membership of the Associate Programme, or an Associate's nomination as a Chosen Associate, at any time in its absolute discretion, including for the following:
    1. Material breach of these terms;
    2. Any criticism of QT and/or the QT Services in any medium to any third party;
    3. Reputational issues which QT deem in its absolute discretion may have an impact on QT.
    4. Negative feedback from a QT Client regarding the Associate and/or Associate Representative.
  2. In the event of such termination, all licenses granted pursuant to this agreement (and particularly in relation to QT Materials) will cease, and Commission will no longer be paid or payable.

Confidentiality

  1. The Associate and/or Associate Representative undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of QT, except:
    1. to its employees, officers, representatives, contractors, subcontractors or exercising the party's rights or carrying out its obligations under or in connection with this agreement;
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  2. Neither the Associate nor the Associate Representative may use QT's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Other

  1. Entire Agreement: these terms and conditions constitute the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement. based on any statement in this agreement.
  2. Changes to agreement: these terms may be amended from time to time by QT for any reason.
  3. Severance: If any provision or part-provision of these terms and conditions are or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
  4. Governing law and Jurisdiction: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation
  5. Use of Associate branding: QT may use the name, logo and other branding of the Associate in order to publicise the Associate Programme.
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