Partnership terms and conditions

1. Agreed terms.

1.1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.2 Definitions:

Access Contact: The individual who is giving access to the premises where the furniture or services are being delivered/provided.

Agreement: This consists of this partnership agreement document, Appendices A and B and the full terms and conditions as found at https://www.loft.co.uk/terms-and-conditions. This Agreement replaces any other which may have previously been in place between the parties. This agreement replaces any other which may have previously been in place between the parties.

Assembly and Installation Service: Our uniformed and skilled installation staff will deliver furniture to the room required, assemble it and remove all the packaging. This service includes delivering the furniture to the required room(s) inside the delivery address including carriage up or down up to two flights of
stairs (please inform us when you order if the furniture will need to be carried further than this without the use of a lift). We will unwrap and assemble all items and remove all packaging.

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

Commission: an amount payable in relation to Completed Orders

Completed Order: Completed Order is achieved when the order has been delivered, installed, and paid in full by the Partner or the Referred Client.

Credit Account: Credit account is where The Company have provided credit terms to Partners when paying for goods and services

Credit Account Partner: Partner who has been successful in application for a credit facility with The Company.

Delivery Only Service: Delivery to the doorstep only. Goods will not be brought inside a property, no products will be assembled or installed and packaging will not be removed.

Key Collection Facility: Our installation team will collect keys from a nearby location or liaise with tenants/building managers/owners/agents (the Access Contact) as required.

Local Regulations: laws and regulations applicable to the Company and/or Business Partner in relation to any activities contemplated in this agreement in the jurisdiction(s) in which the parties operate.

Price of Goods: The price of goods excludes any ancillary services such Assembly and Installation Service and Removals Service . These services can be selected at check-out / point of order at which point the associated charges will be added to the total amount.

Referred Client: A client who has been referred to The Company by The Partner in writing by method of Partner referral form or a direct email from the Partner. A Referred Client must not have been in direct contact, or currently registered on The Company’s database. In order to be classed as such, a Referred Client must have signed The Company’s terms and conditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s successors and permitted assigns.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 A reference to writing or written includes e-mail.

1.6 Any words following the terms including, include, in particular, for example 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. Commission

2.1 Commission for services will be payable in line with the terms of your partnership agreement – please refer to the terms within. If you require a further copy please contact our sales team.

2.2 The Company reserves the right to determine the nature of the job type and therefore by what channel of business the Introducer claims their fee from.

2.3 After the value of Completed Orders reaches £100,000 (less credits/refunds), The Company will increase the base Commission for core products for each £100,000 thereafter by a tiered accelerator noted in the summary section on Page 2 of this agreement. The accelerator will be reviewed bi-annually and is strictly at the discretion of The Company.

2.4 The Company will issue a self-bill invoice to all Partners for the Commission earned over the 3 months preceding the date of the self-bill invoice. Payment will be made to the Partner 30 days from the date of the self-bill invoice. The Company will accept no other form of Commission invoicing and/or settlement. Pre-existing mechanisms that are in place for paying Commission to Partners will be superseded by the terms set out in this Agreement.

2.5 The Company will pay Commission for a successful Referred Client furnishing, or service order provided that the order completes within the first 12 months of the initial referral.

2.6 Other forms of remuneration such as onward credit, discounted pricing, or rebates for services or transactions are not agreed as part of this Agreement. Agreements of this nature between The Company and The Partner may exist by way of a separate Schedule.

2.7 Termination of this Agreement, for any reason prior to order completion, shall not affect the accrued introducer rights, remedies, obligations, or liabilities of the parties existing at termination.
2.8 The date of payment in relation to Commissions will be deemed to be the date on which the payment has cleared into our account.
2.9 This Agreement has been made directly between The Company and The Partner and as such, no subsequent Agreements can be formed between The Partner and any sub-introducers that result in a fee-split in order to maintain the careful way in which information is distributed, controlled and to protect the development mentioned herewith and the Company’s brand.
2.10 Where The Partner, is responsible (in full, or in part) for abortive costs incurred by The Company Additional Fees will become due. Reasons for abortive costs include, but are not limited to incorrect delivery instructions, incorrect product ordering, cancelled orders or insufficient provision of access to the property. Further details on the impact of aborted and repeat deliveries on Partner Commission payable are provided in Section 9 Additional Fees.
2.11 Commission will be paid within 30 working days following the date of the Self Bill invoice by way of a bank transfer to the bank account details provided by you in Appendix B or on company letterheaded paper and signed by a company director.
2.12 In the event that your account incurs aged debt of 90 days or more from the invoice date, we hereby reserve the right to withdraw any commission and/or discounts applied to your account. Such withdrawal shall be at our discretion, and we shall provide notice of the same in writing.
2.13 To ensure optimal utilisation and address any challenges, our account management team will conduct quarterly meetings with your representatives. These meetings will serve to maximise the potential of our business relationship and promptly resolve any issues or queries that may arise.
2.14 On an annual basis, your account will undergo a comprehensive review. This review will encompass an analysis of the expenditure against commissions and fees accrued during the preceding year. The purpose of this review is to evaluate the overall performance of the account and to maintain transparency in the financial aspects of our business relationship. Any adjustments deemed necessary will be communicated to you in a timely manner.

3. Intellectual Property

3.1 The Company hereby grants The Partner the right to use the intellectual property in the promotion of services provided by The Company, subject to, and for the duration of, this Agreement. The Partner acknowledges and agrees that all rights in the intellectual property shall remain with The Company, and that The Partner has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the intellectual property as expressly provided in this agreement.

3.2 All representations of the Intellectual Property that The Partner intends to use shall be submitted to the Company for written approval before use.

4. Ordering

4.1 Direct orders being placed by Credit Account Partners must be done so in writing by way of a work or purchase order to orders@loft.co.uk and include the following information;
• Full address of the property including post code.
• Access arrangements.
• Preferred installation date.
• Access Contact details– mobile phone numbers and emails.
• The service level(s) you require - see the definitions section on page 3 for Delivery Only Service and Assembly and Installation Service, and section 8 for our Removals Service.
• Confirmation specifying which room(s) the items are required for.
• We can also accept orders online through Fix Flo.

 

4.2 When placing an order, you warrant that any and all information given is accurate and complete. All orders are subject to acceptance and product availability.
4.3 All prices listed by The Company are correct at the time of entering the information, however, we reserve the right to change prices of any product at any time. All prices exclude VAT.
4.4 Your order will be delivered, installed and assembled (where these services have been selected) by our uniformed and trained installation staff.
4.5 Should you wish for items to be left unassembled or wrapped please notify our sales team when placing your order; please be aware that this may invalidate the warranty and if a subsequent visit is required to conduct assembly this may be chargeable.
4.6 No items ordered will automatically be hung or attached to a wall unless specified on the order – please note that this service is chargeable.
4.7 If information is not provided on placement of order specifying which room(s) the items are required for, the delivery team will use its discretion to determine where to place the goods.
4.8 The Company does not accept any liability if the Partner or its client is unhappy with the placing of goods. We can return to move the goods but a charge may be payable for this service.

5. Delivery

5.1 Indicative time slots can be provided but specific delivery times cannot be guaranteed. By request, the Access Contact can be given a call either 30 or 60 minutes’ prior the delivery.

5.2 Goods will be sent to the address stated in your order.

5.3 The Company delivers nationwide and offers a next day service to the majority of cities in UK, please ask our sales team for more information.
5.4 All packaging material will be removed.

6. Payment

6.1 The Company accepts payment by BACS or bank transfer to the account detailed on your pro forma invoice and in clause 6.3 below.

6.2 Payment must have cleared into our account before delivery can be booked unless a credit facility has been arranged.

6.3 Payments should be made to the account below:
Halls Furnishings Ltd
50723339
40-11-56
HSBC
2-4 St Anns Square, Manchester, M2 7HD
6.4 To apply for a 30-day credit account facility please complete Appendix A.
6.5 Commission is only payable on orders paid within the time limit specified in the payment terms for that account. If payment is received after this time, or not at all, the Commission for the relevant order will be forfeited and will not be payable.

7. Access

7.1 Our operations team will contact the Access Contact to confirm a delivery date and access arrangements using the information you have provided on order.
7.2 We will return keys to the same location as they were collected from. This will normally be on completion of the delivery unless otherwise requested. Where it is not practicable to do this, we may make an alternative arrangement to return them at the earliest reasonable opportunity.
7.3 The property must be in suitable condition to allow safe and sanitary delivery of the items ordered and there must be space within the property sufficient to deliver and install the items. Personal effects must be removed from any furniture items that are to be moved or removed and access routes must be clear. We reserve the right to refuse delivery should any issues arise; re-deliveries may carry an additional charge which you would be notified of in advance of our attendance.

8. Removal and Disposal Service

8.1 We can remove and dispose of any unwanted items on a like-for-like basis for a removal fee. This is limited to items of an equivalent size and weight. Prices may vary for larger items, white goods, and bulk removals involving over 10 items: prices on application.

8.2 Please state at the time of ordering the item(s) to be removed and their location(s) within the property.

8.3 All items must be ready for collection and disposal at the time of delivery and clear of personal effects. If a subsequent visit is required to conduct the removal this may be chargeable.
8.4 The Company commits to recycling unwanted furniture whenever possible, with a strong focus on our environmental policy. We donate used furniture to various charities and any furniture that cannot be reused is recycled by crushing into mill size bales which are sent to an RDF compound and converted to energy.

9. Additional Fees

Additional fees may be chargeable in the following circumstances.

Reason Additional Fees
Full or partial cancellation of order on day of delivery (where the van has been loaded and/or the goods are en route) 10% of value of cancelled items to a minimum of £50 (plus VAT)
We are unable to deliver goods (for example where there is no one available to take delivery of the goods or unable to access delivery address) £50 (plus VAT) for order under £500 (plus VAT) 10% of order value for orders with value over £500 (plus VAT)
Order delivered and we are unable to assemble or install products on the day of delivery (e.g., unable access to property or relevant rooms), and return visit required to assemble goods on another day £50 (plus VAT) plus 10% of order value for return visit and assembly
Removal of items of furniture being replaced is required but not requested at time of order, and return visit required to remove items £50 (plus VAT) plus removal fees
Collection of products for exchange/refund due to a change of mind £50 (plus VAT) return fee if value of returned products is under £500 (plus VAT). POA if value of returned products is over £500
Delivery in instalments at customer’s request Minimum of £50 (plus VAT) for additional delivery dates – POA

 

10. Data Protection

10.1 The Partner provider represents, warrants, and undertakes that they have complied and shall continue to comply with the General Data Protection Regulation 2016 (Regulation (EU) 2016/679) (GDPR). The Accommodation provider shall not, by its act or omission, cause the Company or its affiliates to breach the GDPR.
10.2 To the extent that The Partner provider or any of its staff processed any personal data of the Company acting as a ‘data controller’, it shall;

 

10.2.1 process it only for the purposes of complying with its obligations under this Agreement, in accordance with the Company documented instructions from time to time and good industry practice;
10.2.2 ensure that appropriate technical and organisational measures shall be taken to ensure a level of security of personal data appropriate to the risk (including measures taken against unauthorised or unlawful processing of personal data and the accidental loss or destruction of,
or damage to, such data) and promptly provide to The Company details of those measures from time to time on receipt of written notice;
10.2.3 not transfer, or otherwise directly or indirectly disclose, any personal data to a third party or to a country or territory outside the European Economic Area without the prior written consent of the Controller which may be refused or granted subject to such conditions as Controller deems necessary; and (2, 3)
10.2.4 Immediately and fully notify The Company on receipt of any notices it receives relating to the processing personal data including (but not limited to) Data Subject Access requests, complaints and/or correspondence or if any personal data has been disclosed in breach of
this clause or if it is lost and provide The Company with such information and assistance as it may reasonably require in relation to such notice or breach. The accommodation provider shall implement any organisational measures required to fulfil its obligations in relation to such notices
from or on behalf of Data Subjects in connection with the rights conferred on them by the GDPR.
10.3 The Parties acknowledge and agree that the only type of personal data that shall be processed in connection with this Agreement are the names and contact details of prospective tenants for the purposes of the provision of the services under this Agreement, and that all such processing shall be carried out only to the extent and duration necessary for those purposes.


11. Confidentiality

11.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause.

11.2 Each party may disclose the other party’s confidential information;

11.2.1 to its employees, officers, authorised representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, authorised representatives or advisers to whom it
discloses the other party’s confidential information comply with this clause; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

12. Commencement and duration

12.1 This Agreement shall commence on the date it becomes signed by all parties (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 13, until either party gives to the other party one months’ written notice to terminate.

13. Termination

13.1 The Company has the right to immediately terminate this Agreement for breach of contract, bankruptcy or illegal acts of any kind.

14. Third party rights

14.1 No one other than a party to this Agreement, their successors and permitted assignees if applicable, shall have any right to enforce any of its terms.

15. Governing law

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

16. Jurisdiction

16.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

17. Miscellaneous

17.1 This document constitutes the whole Agreement between the parties and may only be modified or otherwise amended by written agreement of the parties. The rights and obligations of the parties hereunder shall not be capable of charge or assignment by either party without the prior written consent of the other party.

17.2 This Agreement shall be governed by and construed under English law and each of the parties hereby irrevocably agrees that the Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement.

17.3 Each party shall indemnify and keep the other party indemnified from all third-party loss, damage, and expenses incurred by either party arising from:

17.3.1 Any breach by the other party of any of these terms of business; and/or
17.3.2 Any action brought against the first Party by a Potential Purchaser due to the other Party’s negligence, breach of professional conduct or breach of contract against the Potential Purchaser.

 

17.4 This Agreement supersedes any previous agreement. For the avoidance of doubt, any previous Referral Client made successful after 1st April will be paid under the terms on this new agreement. This Agreement is subject to our standard terms and conditions, which can be found online at:
https://www.loft.co.uk/terms-and-conditions