GENERAL TERMS AND CONDITIONS
For Referral Partners and Resellers
1. DEFINITIONS
“End User(s)” shall mean each End User introduced by the Referral Partner/Reseller, agreed and accepted by People.“Introduction Services” shall mean the Referral Partner’s/Reseller’s services of searching, initiating meeting and connecting People to potential End Users for the purpose of business transactions/deals.“People” shall mean the entity under the corporate name “People CE”.“Parties” shall mean People and the Referral Partner or Reseller, as the case may be.“Omni” or “Software” shall mean the Software as a Service (SaaS), available via Desktop or Mobile Application, provided by People to enable the End Users to monitor all shipments and modes of transport.
“Modules” or “Devices” shall mean the People’s monitoring Devices that an End User has purchased or eased.“Referral Partner” shall mean the entity which shall introduce People to an End User, and such introduction shall lead to the sale of People’s products or services.“Reseller” shall have the meaning attributed to it in the Partnerstack Platform, i.e. the entity that proposes deals with End Users to People. For the avoidance of doubt, Resellers shall not buy Software and/or Devices from People, and they shall not have the right to resell any Software/Devices. “Software as a Service (SaaS) fees” mean the fees payable by the End User to People for the use of the Software.“Hardware as a Service (HaaS) fees” mean the fees payable by the End User to People for the use of the Devices.
2. INTRODUCTION SERVICES
2.1. These General Terms and Conditions apply to all referrals of new End Users to Peoplemade by the Referral Partner/Reseller (the “Introduction Services”). Deviations from these General Terms and Conditions are only valid if they have been agreed and executed in writing between the Parties.2.2. Subject to the terms and conditions of these General Terms and Conditions, the Referral Partner/Reseller shall provide, undertake, and ensure that it shall actively promote and refer new potential End Users who may benefit from People’s products/services to People.
2.3. Referrals may be made through various channels, including but not limited to, direct introductions, online marketing efforts, and networking events.2.4. People shall provide Referral Partner/Reseller with necessary materials, such as brochures, promotional codes, or referral links, to facilitate the referral process, at its discretion.
2.5. Referral Partners/Resellers shall not make any false or misleading statements about People or its products/services.
3. REMUNERATION
3.1. In consideration of the Introduction Services rendered by the Referral Partner,/Reseller and as full compensation for the Introduction Services, the Referral Partner/Reseller shall be entitled to a fee
(the “Referral Fee”) as specified in this clause.
3.2. The Referral Fee shall be payable to the Referral Partner/Reseller for the whole duration of People’s continuous relationship with the End User, i.e. while the End User settles payment of Software and/or Devices to People for a continuous period with no stop of more than six (6)months.
3.3. People agrees to pay the Referral Partner the following Referral Fee:
3.3.1. For the first year from the date of the End User’s initial purchase, 15% of the SaaS and HaaS fees actually paid to People by the introduced End Users (excluding VAT where applicable).
3.3.2. For the second year and onwards, 10% of the SaaS and HaaS fees actually paid to People by the
introduced End Users (excluding VAT where applicable).
3.3.3.For the avoidance of doubt, in case an End User ceases to pay fees for SaaS and/or HaaS to People for a period longer than six (6) months and the Referral Partner re-refers such End User to People, the Referral Partner shall be entitled to the Referral Fee referenced under 3.3.2. above and not the one under 3.3.1. above.
3.4. People agrees to pay the Reseller the following Referral Fee:
3.4.1. For the first year from the date of the End User’s initial purchase, 30% of the SaaS and HaaS fees actually paid to People by the introduced End Users (excluding
VAT where applicable).
3.4.2. For the second year and onwards, 20% of the SaaS and HaaS fees actually paid to People by the introduced End Users (excluding VAT where applicable).
3.4.3.For the avoidance of doubt, in case an End User ceases to pay fees for SaaS and/or HaaS to People for a period longer than six (6) months and the Reseller rerefers such End User to People, the Reseller shall be entitled to the Referral Fee referenced under
3.4.2. above and not the one under 3.4.1. above.3.5. Within two (2) months after People receive the payment from the End User(s) referred by the Referral Partner/Reseller, People will pay the Referral Fee and the Referral Partner/Reseller shall receive such Referral Fee as specified in articles 9 and 10 of Partnerstack’s Partner Agreement ( https://partnerstack.com/legal/partneragreement ). For the avoidance of doubt, payment of the referral fee is contingent upon payment of People by the End Usersreferred by the Referral Partner/Reseller.
3.6. In case an End User ceases to buy Software and/or Devices from People or ceases to pay SaaS and HaaS fees to People for a period of more than six (6) months, no fee or other amount will be paid to the Referral Partner/Reseller, even if People generatesincome from the introduced End User at any time in the future without the Referral Partner’s/Reseller’s intervention.
4. DUTIES AND OBLIGATIONS OF THE PARTIES
4.1. The Referral Partner/Reseller agrees to perform its obligations diligently and in compliance with all applicable laws, rules and regulations.
4.2. The Referral Partner/Reseller and People shall notify each other, in writing, immediately upon receipt or knowledge of any introduced End User’s complaint or pending or threatened action or proceeding by any introduced End User in respect of any alleged errors, corrections or other matters within seven (7) calendar days.
4.3. The Referral Partner/Reseller and Peopleshall immediately notify each other, if they are subject to any disciplinary action, suspension or restriction imposed by any appropriate regulatory authority, government agency, association or organization, which would materially and adversely affect them.
4.4. In the event that either Party undergoes a change of ownership, such as a change in shareholders, ownership structure, or controlling interest, both People and Referral Partner/Reseller hereby are
committed to ensuring that all terms, conditions, obligations and responsibilities outlined herein shall continue without alteration or compromise.
5. INDEPENDENT CONTRACTOR
Referral Partner/Reseller is an independent contractor and not an employee, agent, or representative of People. Referral Partner/Reseller shall be solely responsible for all costs and expenses incurred by it in connection with the performance of its obligations hereunder.
6. NON-EXCLUSIVITY
Nothing in these Terms and Conditions will be construed as limiting in any manner People’s marketing or representation activities or its appointment of other referral partners or agents anywhere in the world.
7. TERM AND TERMINATION
7.1. These Terms and Conditions shall become effective upon acceptance thereof by the Referral Partner/Reseller and shall be effective only for the duration of People’s continuous relationship with the End User, i.e. while the End User pays fees for SaaS and/or HaaS to People for a continuous period with no stop of more than six (6) months., unless terminated earlier as provided hereunder.
7.2. Either Party may, by written notice to the other party, terminate this agreement immediately if the other party is in material breach of these Terms and Conditions.
8. CONFIDENTIALITY
8.1. “Confidential Information” means any information of a confidential nature, including, without limitation, any engineering, technical, manufacturing, service, commercial, financial and personnel information disclosed by the disclosing party to the receiving party, no matter whether in oral, written, graphic, electronic or other machine-readable form.
8.2. Confidential Information excludes
information that:
8.2.1. is now or hereafter becomes generally known or available to the public, through no breach of the receiving party’s confidentiality obligations;
8.2.2. was known, without restriction as to use or disclosure, by the receiving party prior to receiving
such information from the disclosing party;
8.2.3. is acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
8.2.4. is independently developed by the receiving party without use or knowledge of or reference to any Confidential Information of the disclosing party.
8.3. The receiving party agrees:
8.3.1.to maintain the disclosing party’s Confidential Information in strict confidence;
8.3.2. not to disclose such Confidential Information to any third parties (except for the employees and any agents and/or contractors of the receiving party in performing their obligations under these Terms and Conditions, who are bound by reasonable confidentiality obligations); and
8.3.3. not to use any such Confidential Information for any purpose except for the performance of these Terms and Conditions or as authorized by the disclosing party. Notwithstanding anything to the contrary in these Terms and Conditions, the receiving Party may disclose the disclosing party’s Confidential Information to the extent required by law or regulation, provided that the receiving party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.
9. USE OF TRADEMARK
The Referral Partner/Reseller may make use of People’s trademarks for the sole purpose of promoting People’s products and to perform its obligations under these Terms and Conditions. It is expressly understood that these Terms and Conditions do not grant the Referral Partner/Reseller any interest in the People’s trademarks or any other intellectual property rights.
10. LIMITED LIABILITY
In no event shall either Party be liable to the other Party, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings, lost profit or business interruption even if company is notified in advance of such possibility) arising out of or pertaining to the subject matter of this agreement.
11. NOTICE
Any required notice or other communication provided by the Referral Partner/Reseller to People shall be in writing and shall be transmitted by either hand delivery, courier, registered post or email, addressed to People
Attn: Claire Josquin at her
email address: cjosquin@people-t.com.
12. GOVERNING LAW AND DISPUTE
RESOLUTION
These Terms and Conditions and the relationships of the Parties in connection therewith, shall be governed by and construed under the laws of England and Wales. Any dispute arising from or in connection with these Terms and Conditions, shall be referred to arbitration under the LCIA Rules. The number of arbitrators shall be three and the seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration proceedings shall be English.
13. MISCELLANEOUS
13.1. References herein to “Referral Partner/Reseller” or “Referral Partners/Resellers” shall mean either the Referral Partner(s) or Reseller(s) as the case may be. For the avoidance of doubt, the counterparty herein may be either Referral Partner or Reseller in respect to a specific End Unser and not both.
13.2. These Terms and Conditions constitute the entire understanding between the Parties concerning the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.
13.3. These Terms and Conditions may not be amended except in writing signed by both Parties.
13.4. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees.
