Business Referral Agreement
Business Referral Agreement
This Referral Agreement (the "Agreement") is entered into as of the registration date of clicking to accept this agreement (the “Effective Date”) by and between
A company who register their company and product profile in weexpand.co, (“Company”). If the referrer’s customer purchase any of Company’s software and / or services, Company is willing to pay a fee to the referrer on the terms of this Agreement in recognition of the referrer’s initial consultations and expertise in identifying the customers’ business need for the Company’s software and / or services.
A referrer register their profile and their relevant sales and business development experience in weexpand.co, (“Referrer”). The Referrer is a business and technology consultancy specialising in commercial and technology industries. The referrer may, having carried out initial consultations and established that it is in the best interests of its customer, recommend software and / or services provided by the Company. The referrer may introduce such customers to the Company to carry out further investigation and, if appropriate, enter into a sales process together with the Company.
Company and Referrer are referenced collectively in this Agreement as the “Parties.” Referrer may refer potential customers to Company from time to time for a referral fee. The Parties agree as follows:
DEFINITION. For purposes of this Agreement, the capitalized terms below are defined as follows:
1.1. “Product” means the product and/or services registered by the Company during its registration on weexpand.co.
1.2 “Annual Subscription” means the total amount paid to Company for a twelve (12) month subscription of Product.
1.3 “Monthly Subscription” means the total amount paid to Company for a monthly subscription (minimum one (1) month) of Product.
1.4 “Referral Fee” means the fee(s) payable by Company to Referrer for each sale of Product subscriptions generated by Referrer.
1.5 “Applicable Percentage” means a percentage set by the Company in its commission scheme during registration.
1.6 “WeExpand Limited”, a limited liability company incorporated and having its registered office at Rm 522, South Wing, Kwai Shun Industrial Centre, No 51-63 Container Port Road, Kwai Chung, Hong Kong (“WeExpand”)
1.7 “Platform Fee” means the fee(s) payable by Company to WeExpand for each sales of Product subscriptions generated in weexpand.co and/or by Referrer and/or with WeExpand’s services.
1.8 “Platform Fee Percentage” means a percentage which set as 5%.
1.9 “Term” means one (1) year from the Effective Date with auto-renewal until Clause 7.
1.10 “Lead” means any corporation, company, partnership, governmental authority, individual or other legal entity.
1.11 “Customer” means a Lead introduced to Company by Referrer during the Term who purchases a Product subscription or subscriptions.
1.12 “Territory” means the territory set by the Company during registration.
NO PARTNERSHIP OF ACENCY
2.1. 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, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
2.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
3.1. During the Term, Referrer will promote sales of Product in the Territory on a non-exclusive basis. Referrer will solicit Leads and refer potential Customers to Company in writing. Referrer will make no representations, warranties or commitments regarding the specifications, features, or capabilities of Product that are inconsistent with the then-current marketing materials and content on Company’s website. Referrer will be solely responsible for any costs and expenses incurred by it in connection with this Agreement.
3.2. Product Pricing. Company will have exclusive control of the fees and terms for Product.
4.1. Each Party undertakes that it shall not at any time during this Agreement and for a period of five (5) years thereafter, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 4.2.
4.2. Each Party may disclose the other Party's Confidential Information:
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 4; and
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.3. Neither Party shall distribute, redistribute, sell, resell, license, sublicense, alter, modify, adapt copy, reduce to writing or otherwise record, reverse engineer, decompile or disassemble or use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
4.4. All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Partner from company shall be destroyed and / or returned promptly to the company on termination of this Agreement, and no copies shall be kept, except for copies on back-up servers that cannot reasonably be deleted.
5.1. Referral Fees. As full and sole compensation for Referrer under this Agreement, Company will pay Referrer a fee for each sale of an Annual Subscription or Monthly Subscription or any agreed contract period to a Customer in the Territory in an amount equal to the applicable percentage of the subscription or contract value attributable to the sale executed by the Company and the Customer based on the commission scheme written in Company profile. Company will have no other payment obligations to Referrer.
5.2. Platform Fees. As full and sole compensation for WeExpand under this Agreement, Company will pay WeExpand a fee for each sale of an Annual Subscription or Monthly Subscription or any agreed contract period to a Customer in the Territory in an amount equal to the Platform Fee Percentage of the subscription or contract value attributable to the sale executed by the Company and the Customer.
a. If a Customer recommended by the Referrer enters into a relevant sales contract with the Company, the Company shall provide a breakdown of Referral Fees to the Referrer in writing and pay the Referral Fees to Referrer.
b. The Referrer and the Company shall update the sales opportunity status and provide and/or upload the corresponding contract to WeExpand and/or portal.weexpand.co for the Fees payable to the Referrer. The status update shall be done within two (2) days from the date of the contract sign-off.
c. WeExpand shall invoice (email format is also acceptable) the Company for the Referral Fees and the Platform Fees. Payment shall be due thirty (30) days from date of receipt of invoice.
d. WeExpand shall transfer the Referral fees to the Referrer within thirty (30) days from the date of the receipt of the payment from the Company.
e. WeExpand has no liability to any unpaid referral fees but will pay best efforts to assist parties for communication. If there is any violation of any terms in this agreement by parties, WeExpand Limited has the rights to terminate the company and referrer account.
5.4. Withholding. Any payments due Referrer will be subject to any withholding, offset or deduction required by law.
6. This Agreement will remain in effect until the termination in accordance with Section 7.
7. Either party may terminate this Agreement by providing thirty (30) days prior written notice to the other party. Upon termination by either party, any outstanding Referral Fee due to Referrer will be paid within thirty (30) days by Company.
CONSEQUENCES OF TERMINATION.
8. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.1. Each Party warrants and covenants that it and its personnel shall comply with any applicable Law in force from time to time regarding bribery, fraudulent acts and/or any other corrupt practice including:
a. the Bribery Act 2010;
b. the Anti-Terrorism, Crime and Security Act 2001;
c. the US Foreign Corrupt Practices Act of 1977; and
d. any equivalent Laws in the territory in which the Party or persons associated with it (including any subcontractor) perform services in connection with this Agreement. ("Anti-Bribery Law").
9.2. Without limiting Clause 9.1 each Party represents warrants and undertakes that it shall procure that its personnel and any other third party that performs services on its behalf will comply with the Anti-Bribery Law.
9.3. Each Party specifically warrants that it shall indemnify the other against all costs, losses, damages or expenses (including, but not limited to third party claims, fines and penalties) incurred by or imposed upon the other Party due to any failure by it or its personnel to comply with any of its obligations under this Clause 9.
THIRD PARTY RIGHTS.
10. No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
11. If either of the parties (the “Claiming Party”) is prevented from carrying out its obligations (other than payment obligations) under this Agreement (or such are delayed) by circumstances beyond such party’s reasonable control and which could not reasonably be foreseen at the time this Agreement was entered into (“Force Majeure Circumstances”) then the Claiming Party shall not be deemed to be in breach of this Agreement, and shall not be obliged to carry out such obligations until the Force Majeure Circumstances cease to exist. In the event that Force Majeure Circumstances continue for a period greater than three months, the non-Claiming Party shall be entitled to terminate this Agreement. Such termination shall be without prejudice to the accrued rights and liabilities of the parties at the date of the termination.
12.1. No Warranty. Company makes no warranties to Referrer express or implied, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose with respect to this Agreement or Product.
12.2. Ownership. This Agreement sets forth the entirety of Referrer’s rights to market, promote, reproduce, use, distribute and otherwise deal with Product and materials or documentation of Company in connection with its scope under this Agreement. Company retains title to, and ownership of Product and other Company materials and documentation including all associated patent, copyright, trademark and other intellectual property rights. No title to or ownership of Product is transferred to Referrer under this Agreement. Company reserves all rights to Product and its materials and documentation.
12.3. Notices. Any notice under this Agreement given by either party to the other party will be in writing.
12.4. Assignment. Referrer will not assign all or any part of this Agreement.
12.5. Governing Law. This Agreement will be interpreted, construed and enforced in accordance with the laws of the Hong Kong Special Administrative Region.
12.6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, oral or written, between the Parties related to the Product. All additions or modifications to this Agreement must be made in writing and signed by both Parties. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most clearly representing the intention of the Parties as expressed herein.
12.7. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.8. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
a. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.
b. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.