Referral Terms Addendum

The terms and conditions of this Referral Terms Addendum (“Referral Terms”), together with the terms of the FA, apply to and govern the referrals between the parties and are effective as of the Effective Date of the FA.

Unless otherwise defined in the FA or the General Terms, capitalized terms in these Referral Terms shall have the meaning set out below:

 Prospect(s): means a prospective customer of the Wazoku Products (as detailed in the Business Terms) in the applicable Territory.

Referral Fee(s): has the meaning set out in clause 2.3 of these Referral Terms.

Referred Customer: a Prospect referred to Wazoku by Partner who is approved by Wazoku and enters into the Relevant Agreement with Wazoku.

Relevant Agreement: an agreement between Wazoku and a Referred Customer for the purchase of a subscription to the applicable Wazoku Products by that Referred Customer where: (i) the agreement has been executed by the Referred Customer and Wazoku; and (ii) the related Wazoku invoice(s) are settled by payment in full and in cleared funds by the Referred Customer.

Relevant Fees: the amount equal to the portion of fees invoiced to Referred Customer for its use of the applicable Wazoku Product for the first 12 months of the relevant subscription term in respect of any Relevant Agreement, and in each case less the amount of such invoice representing any (i) value added, sales, withholding or any other applicable taxes payable by the Referred Customer; (ii) fees for any implementation, customisation, support, training, or other services offered by Wazoku; (iii) any fees for third party products or services; and (iv) any discounts or refunds offered by Wazoku to Referred Customer.

Relevant Quarter: each three month period commencing on the effective date of the Relevant Agreement.

Wazoku Referral Fee: has the meaning given in clause 4.1.6 of these Referral Terms.

  1. Scope
    With effect from the Effective Date Wazoku and Partner have agreed to make mutual referrals to each other in the Territory under and in accordance with the terms and conditions of these Referral Terms and the FA.
  2. 2. Partner Referrals
    1. Partner has no authority to (i) negotiate any contract for or on behalf of Wazoku or bind Wazoku to any contract, representation, or understanding concerning Wazoku, the Wazoku Products, or any other product offered by Wazoku outside the scope of the Agreement, or (ii) make any representations or warranties concerning the Wazoku Products or Partner’s relationship with Wazoku.
    2. Whenever appropriate and mutually beneficial Partner will introduce Prospects to Wazoku where Partner will not be reselling the Wazoku Products itself (where included as a Permitted Activity for Partner), with a view to such Prospects entering into a Relevant Agreement directly with Wazoku for the applicable Wazoku Products. Wazoku shall have the right, in its sole discretion, to determine how and whether to engage with each referred Prospect and shall be under no obligation to enter into a Relevant Agreement with any Prospect referred to Wazoku by Partner.
    3. Where a Prospect referred by Partner (i) is approved by Wazoku in accordance with section 2.4 of these Referral Terms, (ii) executes a Relevant Agreement during the Term of the Agreement (and within the Validity Period) and (iii) where Partner has actively assisted Wazoku in the sale to Referred Customer in accordance with the Partner Policies, Wazoku shall pay to Partner a referral fee for such introductions in an amount equal to the percentage of the Relevant Fees as indicated in the Business Terms (“Referral Fee(s)”) in accordance with section 3 of these Referral Terms and subject to receipt of the Relevant Fees by Wazoku in full and cleared funds.
    4. A Prospect will only be deemed approved by Wazoku if:
      1. Partner registers an opportunity relating to a Prospect in writing through its designated relationship manager to the email specified in the Business Terms (or such other person as notified by Wazoku to Partner), either by email or such other registration process as notified by Wazoku to Partner from time to time. Partner must submit the following minimum information in the registration request for such opportunity: Prospect company name, company division (if applicable), city, county and country, initiative, web site address and contact email and phone number;
      2. such registered Prospects, in Wazoku’s reasonable determination, is a new potential customer and has not been in bona fide discussions and/or negotiations with Wazoku at any time prior to the date of registering the opportunity in accordance with section 2.4.1 above;
      3. such registered Prospect is not an affiliate of the Partner; and
      4. Wazoku approves the Prospect named in the registration request in writing (which may be by email). Wazoku will respond to Partner’s registration request and in its sole discretion either accept or deny it within ten (10) Business Days after Partner submits the registration request for such opportunity. Approval of such Prospects granted under this clause is deemed to expire six (6) months from the date it is given.
  3. Wazoku Referrals
    1. Whenever appropriate and mutually beneficial, Wazoku may introduce potential customers to Partner for Partner Products (as set out in the Business Terms or as otherwise notified by Partner to Wazoku from time to time) with a view to such potential customers entering into an agreement with Partner for such Partner Products. Wazoku will email Partner with the details of such Prospects (including the company details and contact name email or phone number) to the nominated Partner contact person as notified by Partner to Wazoku and Partner will confirm its acceptance or rejection of such Prospect to Wazoku within five (5) Business Days or receipt of such email.
  4. Payment for referrals
    1. If a Referred Customer executes a Relevant Agreement during the Addendum Term for this Addendum and such Referred Customer was an approved Prospect in accordance with clause 2.4, then Wazoku will pay the applicable Referral Fees in accordance with this clause 4.
    2. Unless otherwise agreed in the Business Terms, Wazoku shall pay the applicable Referral Fees to Partner within sixty (60) days of the date the Relevant Fees are received by Wazoku in cleared funds from the applicable Referred Customer.
    3. Wazoku will not pay more than one Referral Fee on any given referral sale and reserves the right to apportion a Referral Fee if more than one Wazoku partner has contributed to the close of a referral sale.
    4. Wazoku shall use commercially reasonable efforts to collect payments due from Referred Customers. Partner shall be responsible for payment of all applicable Taxes to which the Referral Fee is subject.
    5. No Referral Fees will be payable to Partner for (i) training or any additional maintenance and support or other professional services not included in the fees for the applicable Wazoku Products; or (ii) in the event such compensation is disallowed under English law or local law of Partner; or (iii) in the event Partner has breached the provisions of the Agreement relating to Wazoku’s Intellectual Property Rights, Confidential Information or where Wazoku is otherwise entitled to terminate the Agreement.
    6. Wazoku shall be entitled to earn a referral fee from Partner if it refers to Partner a customer for Partner Products which has been accepted by Partner in accordance with clause 2.2 of these Referral Terms and such customer has entered into an agreement with Partner for the relevant products and/or services. Unless otherwise agreed by the parties in the Business Terms, the referral fee payable to Wazoku by Partner shall be the percentage as set out in the Business Terms (or if no percentage is written, 10% ) of the net revenue (which shall be calculated as the fees payable for the relevant Partner Products less any applicable taxes, duties, refunds or fees for third party products or services) received by Partner from such referred customer under the relevant agreement (“Wazoku Referral Fee”). Partner shall pay the Wazoku Referral Fee to Wazoku within sixty (60) days after receipt of the relevant fees from such referred customer.
    7. For the avoidance of any doubt, (i) Wazoku is free to determine at its sole discretion the prices at which it sells Wazoku Products to Referred Customers, and (ii) Partner is free to determine at its sole discretion the prices at which it sells its own products and/or services to its customers.
  5. Payments of Referral Fees After Termination or Expiration
    1. Except in the case of termination for cause by Wazoku, any expiration or termination of these Referral Terms shall not affect Wazoku’s obligation to pay Partner the applicable Referral Fees in accordance with these Referral Terms for any Relevant Agreement signed in accordance with these Referral Terms prior to the date of termination or expiration of the Agreement.
    2. Except in the case of termination for cause by Partner, any expiration or termination of the Agreement shall not affect Partner’s obligations to pay Wazoku Referral Fees for any agreement signed by a referred customer for its products and/or services prior to the date of termination or expiration of the Agreement.
  6. Limitation on Liability
    1. Subject to the limits and exclusions set out in the limitation of liability clause of the General Terms, either party’s liability under or in connection with this Addendum shall in no event exceed the greater of: (i) ten thousand pounds sterling (£10,000); (ii) the total Referral Fees paid by Wazoku during the twelve month period preceding the date on which the claim arose; or (iii) the total Wazoku Referral Fees paid by Partner during the twelve month period preceding the date on which the claim arose.