Just Move In Partner Agreement
V1.6
Key Terms:
1. Effective Date:
The date of acceptance of this Agreement.
2. Contract Term:
Initial Term of 3 months plus any applicable Renewal Terms.
3. Renewal Terms:
Additional consecutive periods of 3 months that will automatically renew at the end of the then current Initial Term or Renewal Term.
4. Termination:
By either party by written notice to be given not less than 90 days prior to the end of the Initial Term or Renewal Term then in effect (or as set out in the General Terms).
5. Contracting Model:
Customer Introduction Model from the Effective Date, with the ability to move to the Contractual Integration Model when mutually agreed in writing.
6. Utilities Management:
Utilities Management will be turned OFF (auto COOs will not be provided unless expressly agreed between the parties)
7. This Partner Agreement is entered into by and between Ethical Introductions Limited, registered in England with company number 09280849 whose registered office is at Unit 3 Vista Place, Coy Pond Business Park, Ingworth Road, Poole, Dorset BH12 1JY, trading as Just Move In (“JMI”), and the Partner identified in Partner’s registration process.
8. JMI will provide Services to and for the benefit of Partner in accordance with the provisions of this Agreement and the Contracting Model applicable to Partner. JMI may also enter into separate services agreements with Movers, which shall not be affected by the terms of this Agreement.
9. This Agreement comprises:
a) Commission & Donations Schedule applicable to Partner (to be provided separately by JMI)
b) This Key Terms statement
c) Schedule 1: Services, Commissions and Donations
d) Schedule 2: JMI Partner General Terms and Conditions (“General Terms”)
In case of any discrepancy, the document appearing higher in the above list will prevail.
10. Regulatory Information:
Ethical Introductions Limited (T/A Just Move In) is registered in England with company number 09280849 and VAT registration number 215 7528 09.
Just Move In is authorised and regulated by the Financial Conduct Authority (FRN 837215). The Partner is not authorised or permitted to make arrangements with a view to transacting non-investment insurance or conduct other regulated activities on behalf of JMI.
Contracts of insurance shall not be subject to the terms of this Agreement but instead shall be governed by the applicable policy terms and conditions.
Schedule 1 – Services, Commissions & Donations
In accordance with the provisions of this Agreement, as agreed with the Partner, JMI will provide some or all of the following Services, as made available by JMI from time to time:
1. Mover Services: These are services (often collectively described as our Home Setup service) which comprise helping Movers manage a range of move and home-related services which includes but not limited to:
Recommending and registering broadband, TV, phone, gas, electricity, insurance, removals, storage, home emergency cover, mobile phone packages and cleaning services (and/or others as made available by JMI from time to time)
Change of occupancy notifications or registrations for council tax, water, sewerage and energy (see Utilities Management for a full breakdown of what is typically included).
Advice about moving into, setting up or running a new home in an efficient and sustainable way.
Commissions & Donations: Partner will accrue Commissions for each Relevant Contract as set out in the Commission & Donations schedule which will be provided separately. The Partner can specify how the Commission will be distributed by JMI between the Partner, an agreed charity, and/or invested into the Customer Experience. Relevant Contracts cover the following:
Broadband
Home telephone
Media
Gas
Electricity
Home Insurance
Contents Insurance
Tenant liability insurance
Removals
Storage
Cleaning
Home Care
Boiler Cover
Mobile phone
Bill consolidation & splitting
The parties may agree to update this list by mutual agreement in writing.
2. Utilities Management: These are services that JMI provides directly to Partner customers for the benefit of their landlords and tenants. The Utilities Management service can include:
Pre-notification look ups to identify who the suppliers are that need to be notified (e.g., energy supplier, local council look up)
Data validation checks
COO Notifications to relevant suppliers: If JMI is unable to complete a COO notification, JMI reserves the right - if unable to speak to the Mover - to contact the Partner, to obtain any additional information required. If the necessary information to complete a registration is unobtainable, JMI will inform the Partner and the Mover that the COO notification has been unsuccessful.
Answering supplier questions
Liaison with Partner where appropriate
Quality checking process
Access to the JMI Partner Portal
Meter Read Submissions: JMI will supply meter reads to the appropriate gas, electricity, and water supplier(s) provided they are received within five days after the start of the tenancy
Energy Void Period Switching Service
Schedule 2 - JMI Partner General Terms and Conditions (“General Terms”)
PART A: TERMS APPLICABLE TO BOTH THE CUSTOMER INTRODUCTION AND CONTRACTUAL INTEGRATION MODELS
A1. Interpretation
In this Agreement, the following capitalised terms shall have the meanings given below:
Agreement: this Partner Agreement including the statement of Key Terms and all Schedules.
Commission: consideration payable to Partner in accordance with clause A3 or A4.
Commission Period: the period ending eighteen months from:
(a) Under the Customer Introduction Model, the date Partner made the Introduction, or
(b) Under the Contractual Integration Model, the date Partner passed the Mover’s data to JMI.
In either case, the Commission Period will end if the same Mover starts a new property move event (a move connected to a property which is different to the property which Partner’s Introduction related to) that has not been referred to JMI by Partner. If a Mover is referred to JMI by different parties for the same move event, but one referral is for the move-out part of the move and the other referral is for the move-in part of the move, it is the move-in referral that will prevail. If a Mover sets up a JMI account, books an appointment with JMI, or enters into a Relevant Contract before the second referral is received, the Mover will be deemed an existing JMI customer. If for the same property move event: (a) a Mover is referred by one or more third parties within 30 days of Partner’s Introduction and/or introduced by Partner within 30 days of a referral by one or more third parties, and (b) no Relevant Contract has been entered into before the last received referral; then in either case, each of Partner and the other referrers will receive their agreed commission for each Relevant Contract, divided by the total number of referrers.
Completed Switch: as defined in clause A4.6
COO Notifications: Notifying any required parties that an occupant has stopped being or has become legally responsible for the property on a given date. The service includes but is not limited to water, sewerage, gas, electricity, and council tax.
Data Protection Law: means all applicable laws, regulations, or binding codes of conduct governing the processing of personal data, including the UK Data Protection Act 2018 and successor or implementing laws and regulations, and the General Data Protection Regulation (Regulation (EU) 2016/679) as applied in the United Kingdom.
Energy Void Period Switching Service: the Utilities Management Service provided by JMI (as such service is made available from time to time) relating to switching and management of energy suppliers and/or accounts for any period during which a property is not occupied by a tenant.
Introduction: the provision to JMI of the contact details of a Mover who is interested in the Services of JMI (but has not contracted them with Partner under the Contractual Integration Model).
Mover: a person or business whose details are provided to JMI by Partner under either contracting model who is not already a JMI account holder.
Mover Personal Data: personal data as defined under Data Protection Law of Movers (and/or other individuals as required such as previous or other occupants or members of Movers’ households) processed by either party in connection with the Mover Services.
Relevant Contract: the first time a contract for any of the services set out in Schedule 1 is entered into during the Commission Period by a Mover with a third-party provider, that was instigated by the provision of Mover Services by JMI and leads to receipt by JMI of a referral payment from such provider.
Services: the services provided by JMI, which may be Mover Services, or Utilities Management, as further described in Schedule 1.
Start Date: date of the first Mover submission from the Partner to JMI.
A2. Services
A2.1 JMI shall provide the Mover Services at the request of Partner for the benefit of Partner and Movers. From the Effective Date, unless otherwise agreed in writing, the Mover Services shall be provided under the Customer Introduction Model. The parties may decide by agreement in writing at any time to move to the Contractual Integration Model for all or part of the Mover Services. In either case, such services shall be subject to the relevant sections of this Agreement.
A2.2 The Mover Services may include the facilitation of Relevant Contracts between Movers and third-party providers. JMI is not a party to such Relevant Contracts and excludes all liability thereunder including in relation to any supply or failure to supply, any billing or other dispute, connection or reconnection costs, and for any payments to be made in connection with such Relevant Contracts.
A3. Commissions, Donations, and Payments by JMI
A3.1 Provided that Partner is not in breach of this Agreement then, in respect of the Mover Services, Partner shall be entitled to Commission if a Mover enters into a Relevant Contract.
A3.2 Subject to the provisions of this clause, the amount of Commission payable is specified in the Commission & Donations Schedule applicable to Partner. JMI reserves the right periodically to adjust the Commission rates in which case JMI will provide at least 30 days’ prior notice to Partner.
If the Partner chooses not to accept the adjusted Commission rates both parties will use reasonable endeavours to agree new Commission Rates. If new Commission Rates are not agreed within 30 days from the date of notification of the adjusted Commission rates then the adjusted Commission rates shall apply but the Partner shall have an additional 30 days to terminate this Agreement.
A3.3 JMI offers Partner the option of receiving a reduced Commission and instead having the relevant amounts donated to charity by JMI. Where Partner has confirmed this option in writing to JMI, JMI will donate the relevant amounts to a charity chosen by Partner or in absence of a nominated charity to a charity chosen by JMI (in either case from among those registered with Work For Good UK at the time).
A3.4 JMI works with Work For Good UK to ensure that donations are made in accordance with the Charities Act 2016 (and other laws and regulations as applicable from time to time) which includes maintaining appropriate commercial participation agreements with the charities.
A3.5 For the avoidance of doubt, by nominating a charity, Partner does not have the right to use that charity’s or Work For Good’s name or logo or otherwise refer publicly to them, unless Partner independently establishes a commercial participation agreement with them.
A3.6 The Commission value will need to be £100 or more before it becomes due for payment. Lower amounts will be held over until the next payment date.
A3.7 At the beginning of each calendar quarter during the term of this Agreement, JMI will make available to Partner a Commission statement in respect of the previous quarter via the Partner Portal or by supplying a written statement.
A3.8 All Commission payable under this Agreement shall be due to Partner within 30 days of the end of the calendar quarter during which JMI received the corresponding payment in relation to the Relevant Contract. If JMI receives payment in respect of any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by JMI.
A3.9 JMI uses self-billing agreements to streamline the payment process. If Partner is not set up on a self-billing agreement, Partner shall invoice JMI quarterly for the Commission payable in accordance with JMI’s statement referred to above, together with any applicable VAT, in which case the due date for payment by JMI of such Commission shall be 30 days from date of receipt of invoice.
A3.10 JMI shall keep records including correct and adequate details of all Relevant Contracts, all payments received by JMI in relation to them, and Commissions payable to Partner.
A3.11 The parties shall aim to do a video call on a quarterly basis to review their activities under this Agreement.
A4. Energy Void Period Switching Service
A4.1 Where Partner uses the Energy Void Period Switching Service, then the provisions of this clause A4 shall apply.
A4.2 Partner appoints JMI to conclude Energy Void Period contracts either: as a default, in the name of each relevant landlord, in which case Partner shall supply the landlord’s full contact and payment details and Partner represents and warrants that Partner is duly authorised by each relevant landlord to enter into such contracts and provide instructions to JMI in their name; or where expressly requested by Partner, in Partner’s own name and under Partner’s sole responsibility.
A4.3 In any event, energy contracts shall be between the relevant landlord or Partner (as applicable) and the relevant energy company. JMI is not a party to such contracts and excludes all liability thereunder including in relation to any supply or failure to supply, any billing or other dispute, connection or reconnection costs, and for any payments to be made in connection with such energy contracts.
A4.4 Partner must provide all necessary information to JMI for the Energy Void Period Switching Service including payment details, accurate meter readings, move-out and move-in dates, and identity of the account holder or incoming tenants, within the time periods required by the energy supplier (normally within five calendar days or as otherwise communicated to Partner). Commissions may not be paid where information provided is inaccurate, incomplete, or late.
A4.5 Where information provided by Partner includes personal data (e.g. of the landlord) then all requirements under clause A5 shall apply in relation to such personal data.
A4.6 A switch is initiated when the energy supplier confirms that the supply contract has been transferred into the name of the Partner or landlord as applicable; and is completed when the energy supplier confirms that the supply contract has been transferred into the name of the incoming tenant (a “Complete Switch”).
A4.7 For each Completed Switch, and where JMI has received a payment from the relevant energy supplier, JMI shall pay to Partner the Commission set out in the Commission & Donations Schedule applicable to Partner, which shall be added to Commissions deriving from Relevant Contracts and shall be reported and payable in accordance with clause A3.
A4.8 JMI reserves the right to deduct from future Commissions any deductions, withholdings, or adjustments made by the energy supplier that affect the calculation of Commissions already paid to Partner.
A4.9 For Moves where Partner has used the Energy Void Period Switching Service, the energy contract between the incoming Mover and the energy supplier shall not be considered to be a Relevant Contract, and Partner shall not be eligible for any additional Commission in relation to the same energy contract.
A5. Protection of Mover Personal Data
A5.1 This clause shall govern the processing of Mover Personal Data by either party.
A5.2 Partner shall provide to JMI using the method agreed between the parties the Mover Personal Data of Movers that JMI reasonably requires in order to provide the Services.
A5.3 A party that provides Mover Personal Data to the other party shall have sole responsibility for the accuracy, quality, and legality of such Mover Personal Data and the means by which it was obtained.
A5.4 Each party shall, in relation to the Mover Personal Data:
(a) be an independent data controller as defined by Data Protection Law;
(b) process the Mover Personal Data in accordance with Data Protection Law;
(c) provide to Movers all information required by Data Protection Law;
(d) maintain a valid legal basis under Data Protection Law for all processing activities including provision to and processing by JMI;
(e) have in place appropriate technical and organisational measures to safeguard the personal data against accidental or unlawful destruction, alteration, loss, access, unauthorised disclosure or any other unlawful forms of processing, including by all data processors working on their behalf;
(f) use all reasonable efforts to assist the other party to comply with such other party’s obligations under Data Protection Law, including in relation to:
(i) enabling Movers to exercise their legal rights under Data Protection Law. Each party will communicate requests received from Movers on to the other party;
(ii) security measures and data incidents, and where required for the performance of data protection impact assessments or prior consultations required to be made to competent authorities;
(iii) any inquiry, subpoena or request for personal data, information, inspection or audit from a competent authority, relating to the processing (except where a party is prohibited by law from disclosing the request to the other party).
A5.5 Each party shall indemnify the other against all liability, loss, costs and expenses incurred by the other as a result of any loss, damage, cost or expense arising out of a claim by a third party as a result of the indemnifying party's breach of Data Protection Law and/or this clause.
A6. Partner Portal
A6.1 JMI will make available to Partner an online “Partner Portal”, i.e., an online platform allowing partners to track, monitor, and access information about Movers, Commissions, and Utilities Management.
A6.2 Use of the Partner Portal is subject to the terms of this Agreement and any specific terms communicated to Partner from time to time. In particular, Partner must keep confidential all logins and passwords for access, shall be responsible for all actions taken through Partner’s account, and shall report any unauthorised access immediately to JMI.
A6.3 The Partner Portal is provided on an “as is” and “as available” basis. In case of non-availability of the Partner Portal, Partner’s sole remedy and JMI’s sole liability shall be to endeavour to resume availability as soon as practical.
A6.4 All intellectual property rights in the Partner Portal and the Services in general are reserved to JMI and Partner’s access to them takes the form of a non-exclusive, non-transferable, non-sublicensable licence only.
A7. Warranties
A7.1 JMI will provide the Services and Partner Portal:
(a) using reasonable care and skill and in accordance with standards of diligence, care, skill, quality, and integrity to be reasonably expected of an experienced and reputable provider of such services;
(b) using suitably trained, skilled, and experienced personnel.
A7.2 All other terms that might otherwise be implied in respect of the Services, the Partner Portal or this Agreement in general, are hereby excluded to the maximum extent permitted by applicable law.
A8. Confidentiality
A8.1 Confidential Information means the terms of this Agreement along with any and all information or materials in any form or medium (whether written, oral, visual or electronic) disclosed directly or indirectly by or on behalf of either Party in connection with this Agreement which is of a confidential or proprietary nature or is imparted in circumstances in which the receiving party knows or should know that the information is confidential, including any non-public financial and commercial information relating to the business of either Party.
A8.2 A party shall not use any confidential information of the other party for any purpose other than to perform its obligations under this Agreement.
A8.3 Neither party shall disclose any Confidential Information of the other party except:
(a) to its employees, officers, 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, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause; and
(b) as may be required by law, court order, or order from any governmental, law enforcement, or regulatory authority.
A9. Legal Compliance
A9.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits, and approvals.
A9.2 The parties will obtain all necessary rights, permissions, licences, and consents necessary for the provision of the Services and shall secure that all subcontractors have all of the necessary rights, permissions, licences, and consents.
A9.3 Each party shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.
A9.4 Each party shall ensure that any person associated with it who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this clause. Such party shall be responsible for the observance and performance by such persons of such provisions.
A10. Limitation of liability
A10.1 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
(b) Fraud or fraudulent misrepresentation or wilful default;
(c) Liability under the indemnities contained in clause A5.5;
(d) Any matter in respect of which it would be unlawful to exclude or limit liability.
A10.2 Subject to clause A10.1 above:
(a) Neither party shall under any circumstances be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.
(b) The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5,000 for the entire term of this Agreement.
A10.3 Neither party shall be liable for any delay or non-performance under this Agreement caused by any event beyond its reasonable control (a “Force Majeure Event”). The party affected shall use all reasonable endeavours to inform the other party of such Force Majeure Event and resume performance of its obligations. If the delay or non-performance continues for more than three months then the party not subject to the Force Majeure Event may immediately terminate this Agreement by notice in writing to the other party. This clause A10.3 shall not apply to a party’s obligations under clauses A5, A8, and A9.
A11. Contract Term and Termination
A11.1 This Agreement shall commence on the Effective Date (or, if none indicated, when accepted by JMI) and shall remain in effect until the end of the Contract Term (including the Initial Term and all Renewal Terms) indicated on the statement of Key Terms. It may be terminated by either party by written notice to be given not less than 90 days prior to the end of the Initial Term or Renewal Term then in effect (or as otherwise set out on the Summary Of Key Terms).
A11.2 JMI may also terminate this Agreement with immediate effect if Partner is in breach of this Agreement (and - if such breach is remediable - has not remedied such breach within 15 days of written notice to do so).
A11.3 The parties’ rights, obligations, and responsibilities shall continue in full during the agreed notice period, and Partner shall not reduce or cease the integration or making of Introductions as applicable before the effective date of termination.
A11.4 On termination of this Agreement, all provisions that by their content or context are intended to survive termination shall so survive.
A11.5 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the effective date of termination.
A11.6 Commissions shall be payable to Partner for Relevant Contracts entered into up to the termination date of this Agreement. The final Commission payment to the Partner will be made at the next scheduled Commission run after the termination date. No Commission shall be payable to Partner for Relevant Contracts made after the effective date of termination of this Agreement.
A11.7 Upon termination, without affecting any right or obligation on the part of JMI to retain data, JMI will permit Partner to access the Partner Portal for a reasonable time in order to download any Partner data.
A12. Notices
A12.1 Any notice or other communication given under or in connection with this Agreement shall be sent by email to the Partner contact indicated in connection with the Partner’s registration or if to JMI to: salesandam@justmovein.com
A12.2 This clause does not apply to the service of any proceedings or other documents in any legal action.
A13. General
A13.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party.
A13.2 This Agreement including all schedules constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
A13.3 No failure or delay by a party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver. Any waiver must be in writing and will apply only to a circumstance and not generally.
A13.4 Without affecting the provisions of clause A3.2, JMI may vary this Agreement at any time by informing Partner thereof and such changes will take effect either: (a) one month thereafter, or (b) upon acceptance by Partner, if earlier. If any such amendment materially affects Partner’s rights or obligations, then Partner shall be entitled to terminate this Agreement upon 30 days’ written notice to JMI. No other variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A13.5 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement, except with the prior consent of the other party, such consent not to be unreasonably withheld, conditioned, or delayed.
A13.6 No one other than a party to this Agreement shall have any right to enforce any of its terms or claim any benefit under it.
A14. Governing law & jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the courts of England shall have exclusive jurisdiction to hear such claims.
PART B: PROVISIONS APPLYING ONLY TO THE CONTRACTUAL INTEGRATION MODEL
B1. Applicable Terms
Where the Contractual Integration Model applies, the provisions of Part A and this Part B (and not Part C) shall govern the provision of the Services.
B2. Contractual Integration Process
B2.1 The parties hereby agree that the Mover Services shall be integrated into Partner’s services and be offered to Movers by Partner.
B2.2 In order to enable such integration, Partner undertakes to do all of the following:
(a) Provide enough information to Movers via Partner’s website(s) and/or hard copy marketing materials indicating:
(i) The general scope and purpose of the Mover Services;
(ii) That the Mover Services are incorporated in the services that will be contracted by Movers;
(iii) That the Mover Services are “powered by Just Move In” (or other similar designation agreed between the parties);
(iv) That the Mover Services are provided at no additional charge to the Mover;
(v) That JMI will contact the Mover (by telephone, text message, email or other suitable means) in order to arrange and define the scope of the Mover Services to be provided.
(b) Clearly indicate in Partner’s standard terms and conditions and other contractual documents such as order forms that the Mover Services are included within the services agreed to be contracted by the Mover.
(c) Provide within Partner’s privacy notice or other personal data processing information provided to Movers all information required by law and that is otherwise sufficient to enable Movers to understand the additional processing of personal data to be undertaken by the parties, to include:
(i) Type of data: Name, move-from and move-to addresses, telephone numbers, email address, moving dates, tenancy details, council tax status, and any others required (this may include personal data of other occupants/household members);
(ii) Purpose: Provision of the Mover Services;
(iii) Legal basis: Necessary for performance of the contract with the Mover;
(iv) Recipients: Ethical Introductions Limited t/a Just Move In (and the local council, utilities, and other service providers as may be required for the Mover Services);
(v) A link to JMI’s Privacy Notice (https://www.justmovein.com/privacy).
B2.3 The integration shall commence when Partner notifies JMI that Partner (or its relevant branches) has carried out all the steps referred to in clause B2.2 above, and JMI has accepted the integration in writing.
B2.4 JMI may (but is not required to) review or provide input to Partner in relation to Partner’s compliance with the provisions of clause B2.2. However, Partner shall remain exclusively responsible for the legal compliance of Partner’s website, marketing materials, contracts, and personal data processing, and all claims from Movers or regulators relating to them.
B2.5 JMI agrees that it shall be obliged, as a subcontractor to Partner, to provide the Mover Services to all Movers who have contracted them.
B3. Cancellation of Mover Services
If at any time a Mover informs a party that such Mover does not wish to take any or all Mover Services, then:
(a) the party receiving such information shall inform the other party as soon as practicable.
(b) JMI shall not provide the rejected Mover Services and shall not process the Mover’s personal data in relation to those Mover Services; and
(c) if the Mover informed JMI, then JMI shall record such decision and confirm it to the Mover in writing.
PART C: PROVISIONS APPLYING ONLY TO THE CUSTOMER INTRODUCTION MODEL
C1. Applicable Terms
Where the Customer Introduction Model applies, the provisions of Part A and this Part C (and not Part B) shall govern the provision of the Services.
C2. Introductions for Mover Services
C2.1 JMI permits Partner on a non-exclusive basis to identify Movers for JMI and to make Introductions of such Movers in accordance with the terms of this Agreement.
C2.2 Partner will:
(a) Provide timely Introductions to JMI in accordance with the terms of this Agreement and provide such co-operation and information to JMI as reasonably required to enable JMI to deliver the agreed Mover Services;
(b) Use appropriate marketing materials to make Movers aware of the agreed Mover Services conditional upon JMI's prior written approval of each use in any such materials of JMI’s name, logo, trademarks, Confidential Information or any other material provided by JMI.
C2.3 JMI may (but is not required to) review or provide input to Partner in relation to Partner’s obtaining of any required consents under Data Protection Law for the passing of Mover Personal Data to and its processing by JMI. However, Partner shall remain exclusively responsible for the legal compliance of Partner’s website, marketing materials, contracts, and personal data processing, and all claims from Movers or regulators relating to them.
C3. Mover Services
C3.1 JMI will review Introductions with a view to negotiating Relevant Contracts for the benefit of Movers.
C3.2 However, JMI shall be under no obligation and it shall be at JMI’s discretion whether to:
(a) follow up any Introduction made by Partner; or
(b) negotiate any Relevant Contract.
C3.3 Limited scope of authority:
(a) Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind JMI in any way, and shall not do any act which might reasonably create the impression that Partner is so authorised.
(b) Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of JMI, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Movers.