Connectel – Referral Partner Agreement
Last updated 2023-08-18, version 1.0
This referral partner agreement, together with the Referral Partner Form (as defined below) and all other documents referred to herein (the “Agreement”) constitutes the entire agreement between us, Connectel AB, reg. no 556755-6559, (“Connectel”) and you, the company identified as Referral Partner in the Referral Partner Form (as defined below) (“Referral Partner”), governing the Referral Partners appointment as a referral partner of the Services (as defined below). Each of Connectel and the Referral Partner is referred to as a “Party” and together as the “Parties”.
In this Agreement, unless the context requires otherwise, the following expressions will have the meaning ascribed to them below:
“Effective Date” means the effective date of this Agreement set out in the Referral Partner Form.
“Referral Partner Form” means the referral partner form for the appointment of the Referral Partner as a referral partner of the Services, entered into between Connectel and the Referral Partner.
“Referrals” means potential Connectel customers.
“Services” means the Connectel services listed on the Referral Partner Form.
“Territory” means the territories set out in the Referral Partner Form
2. APPOINTMENT AND SCOPE
2.1 Connectel hereby appoints the Referral Partner and the Referral Partner hereby agrees to act as a referral partner of the Services to market and promote the Services to Referrals in the Territory under and in accordance with the terms of this Agreement.
3. REFERRAL PARTNER OBLIGATIONS
3.1 As part of being a Referral Partner, the Referral Partner hereby agrees and consents to the terms of this Agreement and any other requests and rules set by Connectel from time to time, in its reasonable discretion, in connection with Partner’s ongoing participation in the marketing and promotion of the Service to Referrals.
3.2 In all its activities under this Agreement, and specifically such activities relating to Partner’s promotion of the Services, the Referral Partner will cooperate with Connectel and act in good faith.
3.3 The Referral Partner agrees to engage in continued, active promotion of Connectel Services in various marketing channels using the Connectel Marks (as defined below), and to do so in compliance with the term of this Agreement.
4.1 Subject to this Agreement and its terms, Connectel hereby grants to the Referral Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and promote the Services to Referrals in the Territory, by using Connectel trademarks, logos, sales materials and URLs provided by Connectel (“Connectel Marks”), as may be amended by Connectel from time to time, for the sole purpose of promoting the Services.
4.2 The License granted herein is subject to any guidelines or instructions provided by Connectel from time to time. Connectel may revoke this license at any time by giving Referral Partner a written notice (including at any time by giving Partner a written notice (including via email).
4.3 Upon termination of this Agreement for any reason whatsoever, or upon written request by Connectel, the License will expire, and the Referral Partner will immediately cease all its activities under this Agreement.
5. USE OF CONNECTEL MARKS AND ELECTRONIC MESSAGES
5.1 The Referral Partner expressly agrees to comply with all the terms herein in using the Connectel Marks.
5.2 Connectel will provide specifications and other instructions from time to time as to the Referral Partners permissible use of the Connectel Marks and promoting the Services. The Referral Partner further agrees to comply with all such specifications and instructions. The Referral Partner will ensure that all Connectel Marks appearing in its marketing are in the form approved by Connectel.
5.3 The Referral Partner agrees not to associate the Connectel Marks with content that is unlawfully in any manner, or which is otherwise threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, harmful to minors or racially ethically or otherwise objectionable in Connectel’s sole discretion.
5.4 Further, the Referral Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (i.e. Spamming) in promoting the Services, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
6. REFERRAL PROCEDURE
6.1 Referral Partner will refer Referrals to Connectel in accordance with the procedure described in the Referral Partner Form.
6.2 Connectel will evaluate the provided Referrals with the ultimate purpose of enter into a business relationship with the Referrals making the Referrals Qualified Referrals in accordance with section 7 below.
7. QUALIFIED REFERRALS
7.1 Connectel will evaluate the provided Referrals with the ultimate purpose of entering into a business relationship with the Referrals making the Referrals Qualified Referrals in accordance with section 7.2 below.
7.2 Qualified Referrals means Referrals:
(a) referred by Referral Partner to Connectel;
(b) of whom Connectel has no record in connection with the Connectel Service, or who are not, at the time referred to Connectel by a partner of Connectel during the last twelve (12) months, larger organisations and/or enterprises will be reviewed based on divisions/local entity level;
(c) who acquire single sales and/or at least three (3) month subscriptions of Services;
(d) and who are not rejected by Connectel.
7.3 All Referrals will be deemed rejected by Connectel if they do not become a Qualified Referral within six (6) month of first being submitted to Connectel by Referral Partner.
8. REFERRAL FEE
8.1 Connectel will pay Referral Partner a Referral Fee for its performance under this Agreement as set out in the Referral Partner Form (the “Referral Fee”).
8.2 The Referral Partner will be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and the Referral Partner will indemnify, defend and hold Connectel harmless from and against any claims arising out or relating to all charges emanating from Connectel’s payment of Referral Fees.
8.3 The Referral Partner hereby agrees and consents to the terms of this Agreement, and any other requests and rules set by Connectel from time to time, in its reasonable discretion, in connection with Referral Partner’s promotion of the Connectel Service to Referrals.
9. PERSONAL DATA
The Referral Partner will during its performance under this Agreement collect and process personal data such as, but not limited to, name, email addresses and other contact information of individuals employed by Referrals. The Referral Partner will be the controller of such Personal data. The Referral Partner will when collecting such personal data inform the individual that such personal data has been collected with the ultimate purpose of transferring such personal data to Connectel for marketing and sales purposes. Connectel will immediately, and no later than one month after the receipt of such personal data from the Referral Partner, inform the individual of the receipt of such personal data from the Referral Partner and of the processing of such personal data and the purpose of the processing of personal data.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Connectel Marks, the Connectel Service and related content and technology around the world (“Connectel IP Rights”) are and will remain the exclusive property of Connectel and its subsidiary companies. The License granted by Connectel to Referral Partner under section 5 is granted solely under the terms of this Agreement and in furtherance of its objectives.
10.2 Referral Partner’s right to use the Connectel Marks is at the discretion of Connectel and is subject to Referral Partner’s compliance with the terms of this Agreement and with all applicable laws and regulations. Referral Partner agrees to
(a) not use any Connectel IP Rights in any manner reasonably likely to breach this Agreement;
(b) not do anything contesting or impairing any Connectel IP Rights;
(c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Connectel IP Rights;
(d) promptly notify Connectel of any unauthorized use of any Connectel IP Rights of which Referral Partner has actual knowledge; and
(e) always use the Connectel Marks in compliance with this Agreement and instructions from Connectel. Connectel may perform periodic reviews of any Connectel Marks presented by Referral Partner, and Connectel will have the exclusive authority and discretion to order the removal and/or amendment of any Connectel Marks presented by Referral Partner.
11. TERM AND TERMINATION
This Agreement enters into force on the on the Effective Date and will remain in force for the period set out in the Referral Partner Form.
12. EARLY TERMINATION
12.1 Each Party will be entitled to terminate this Agreement with immediate effect:
(a) in the event that the other Party commits a material breach of this Agreement and such breach is not cured within thirty (30) days; or
(b) if the other Party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganization proceedings or should enter into receivership.
12.2 Notwithstanding the above, Connectel will have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to the Referral Partner.
13. CONSEQUENCES OF TERMINATION
13.1 From and following the date of termination of this Agreement Referral Partner’s rights under this Agreement will terminate, and Referral Partner will not be entitled to receive any Referral Fees or any other payments under this Agreement other than Referral Fees earned or accrued prior to the termination of this Agreement, such Referral Fee covering the first year of purchases from a Qualified Referral as set forth in section 7.1 above.
13.2 During and after the term of this Agreement, Connectel will be the exclusive owner of all relations created via the Referral Partner among Connectel and Referrals with respect to the Services, including any and all information identifying Referrals who contract with Connectel for the use of the Services.
Both Parties warrant that at all times during the term of this Agreement they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement. During the term of this Agreement and after termination of this Agreement for any reason whatsoever, the Referral Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Connectel and will not make, publish or allow to be made or published any disparaging remarks concerning Connectel, its representatives, or the Service.
The Referral Partner will indemnify, defend and hold Connectel and its subsidiaries, affiliates, officers and employees (the “Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Indemnified Parties arising from a breach of this Agreement by the Referral Partner; the negligence, gross negligence or willful misconduct of the Referral Partner or its employees, agents or contractors; or a failure by the Referral Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
16. LIMITATION OF LIABILITY
16.1 Connectel will not be liable for any indirect or consequential damages including but not limited to loss of profits, loss of goodwill or missed opportunities.
16.2 Connectel’s liability under this Agreement will per contract year be limited to the aggregate amount of the Referral Fee paid by Connectel during such contract year.
16.3 The limitation of liability set forth in this section 16 will not apply in the event of (i) gross negligence or willful misconduct; (ii) infringement of the other Party’s intellectual property rights; or (iii) breach of confidentiality undertakings.
17. INDEPENDENT CONTRACTORS
The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement will create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and the Referral Partner is expressly precluded from acting on Connectel’s behalf.
18. CONFIDENTIAL INFORMATION
18.1 Each Party agrees to keep and procure to be kept secret and strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution of this Agreement designated as confidential in writing by either party together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, consultants, sub-contractors, customers and suppliers of either party, including the terms of this Agreement, or information which otherwise may reasonably be regarded as confidential information of the disclosing Party. For the avoidance of doubt confidential information will not be used by either Party for any purpose other than fulfilling its obligations and complying with the terms and conditions of this Agreement.
18.2 Disclosure of confidential information will be made only to those affiliates, employees, representatives (including for the avoidance of doubt, auditors and legal advisers) and sub- contractors who have a need to know the relevant information in order to further the purposes of this Agreement. The disclosing Party will ensure that such receivers are bound by confidentiality no less strict than set forth in this Agreement.
18.3 The provisions of this section 18 will not apply to any confidential information which the receiving party can demonstrate:
(a) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(b) is or becomes public knowledge other than by breach of this Agreement; or
(c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
(d) is independently developed without access to the confidential information; or
(e) disclosure of confidential information is required by mandatory law, rule, regulation, applicable stock exchange rules or a court order.
18.4 The provisions of this section 18 will survive the termination of this Agreement and for a period of five (5) years thereafter.
18.5 Upon request by the disclosing Party or upon termination of this Agreement, the receiving Party undertakes to return and/or destroy, as requested, any materials containing confidential information, as well as any copies of such information. If such confidential information and/or copies thereof cannot be returned, the receiving Party undertakes to destroy it.
Any amendment or modification to this Agreement will be valid and binding only if made in writing and signed by the duly authorized representatives of both Parties.
19.2 Force Majeure
Neither Party will be responsible to the other for any failure or delay in performing any of its obligations under this Agreement or for other non-performance hereof if such delay or non-performance is caused by strike, labour disturbances, pandemic, epidemic, fire, flood, riot, act or ordinance of any governmental or local authority, terrorism, or by any other cause beyond the reasonable control of that Party including improper performance by Connectel’s suppliers or defects in objects, materials or software of third parties (a “Force Majeure Event”). The Party who is affected by a Force Majeure Event will immediately inform the other Party of such event and use reasonable commercial efforts to remove or overcome the hindrance for performance. Should a Force Majeure Event continue for more than one (1) month, either Party will have the right to terminate this Agreement with immediate effect.
20. NO WAIVER
Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
The Referral Partner will not appoint a subcontractor, agent or other representative for the performance under this Agreement without Connectel’s prior written consent which will not be unreasonably withheld. Should a subcontractor, agent or other representative be appointed, Referral Partner will ensure that the provisions of this Agreement are fully complied with by the subcontractor, agent or other representative. The Referral Partner will remain primarily responsible and liable for the performance and non-performance of every subcontractor according to the provisions of this Agreement.
22. APPLICABLE LAW AND ANTI-BRIBERY
The Referral Partner agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise act under this Agreement in violation of any applicable laws or this Agreement, including, without limitation, anti-bribery regulations and similar anti-corruption statutes.
Connectel may assign this Agreement at any time. The Referral Partner may not assign or transfer this Agreement without Connectel’s prior written consent, such consent not to be unreasonably withheld.
All notices relating to this Agreement will be delivered via email (with return receipt) or next-day mail to the contact persons stated in the Referral Partner Form.
25. ENTIRE AGREEMENT
This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
27. GOVERNING LAW AND DISPUTE RESOLUTION
27.1 This Agreement and any non-contractual obligations arising out of or in connection therewith will be governed and constructed in accordance with the substantive laws of Sweden.
27.2 Any dispute controversy or claim, contractual or non-contractual, arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, will be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce will apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its own discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce will apply. In the latter case, the SCC will also decide whether the arbitral tribunal will be composed by one or three arbitrators.
27.3 The venue for the proceedings will be Stockholm, Sweden. The proceedings will be held in the English language, unless the Parties agree otherwise.
27.4 The Parties undertake and agree that all arbitral proceedings conducted under this arbitration clause will be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceedings will be used solely for the purpose of those proceedings.