The SwiftERM Referrer Partner Program Terms and Conditions
By clicking on the “Accept” button, you agree that your company (“Referrer Partner”) will comply with the terms and conditions of the SwiftERM Referrer Partner Program (“Referrer Program”) set forth herein (collectively, the “Terms”), and represent that you are authorized to bind said Referrer Partner to the Terms, and that the Referrer Partner understands and agrees to the Terms.
1.1 “Costs” means costs, fees, royalties, expenses and any other amounts paid or payable to third parties or otherwise incurred by SwiftERM in connection with an Order, including, without limitation, third party fees (including fees for third party products embedded in or licensed with SwiftERM software products), royalties, commission payments, and any applicable tax amounts imposed by any competent taxing authority in connection with such Order.
1.2 “SwiftERM” means SwiftERM Limited.
1.3 “License Transaction” means a transaction whereby an approved prospect (defined as a retailer whose has a website to which the SwiftERM SaaS could be attached) agrees to pay SwiftERM a license fee for use of the SwiftERM SaaS on a perpetual basis.
1.4 “Recognised License Fee” shall mean cash receipt of the net recognizable software license fee accepted by SwiftERM from an approved prospect in exchange for the license of Software Products. License Fee shall not include any other sums received by SwiftERM including, without limitation, maintenance, any special development requests or support fees, ancillary hosting, professional service/consulting fees, or any other fees ancillary to the license of Software Products.
1.5 “Recognised Subscription Fee” means the aggregate recurring subscription fees that SwiftERM collects and recognizes the contractually committed term of an order for a SaaS Transaction.
1.6 “SaaS Transaction” means a transaction whereby an Approved Prospect agrees to pay SwiftERM a recurring subscription fee to access SwiftERM software product offered on a software-as-a-service basis (a “SaaS Product”), as designated by SwiftERM.
1.7 “Order” means the first mutually signed order form or other ordering document between an Approved Prospect and SwiftERM documenting either a SaaS transaction or software license transaction, as applicable, and which otherwise meets the criteria of the Referrer Program.
1.8 “SaaS” means software as a service.
1.9 The terms Referrer, Reseller or Partner may be interpreted as one and the same for the purposes of these terms to mean the company that introduces an approved prospect that subscribes to SwiftERM, and that has agreed and abides by, these terms, thereafter known as an “Approved Partner”.
2. Referrer Fees
2.1 If an Approved Prospect referred by an Approved Referrer Partner enters into an Order for a License Transaction, a fee will be paid which is a percentage of the Recognised License Fee received by SwiftERM under such Order. This percentage will be specified under separate cover, prior to your agreement here, and constituting an integral part of this agreement, .
2.2 Only software license fees and SaaS subscription fees that are contractually committed under the Order are eligible for payment under this Referrer Program (i.e., fees from subsequent orders, changes in scope or amendments are excluded).
2.3 Any referrer fee payable hereunder in connection with an Order will be paid after SwiftERM’ receipt of all applicable fees due under such Order.
2.4 If an Approved Prospect entering into an Order was referred by more than one Approved Referral Partner, the Approved Prospect will determine which Approved Referral Partner is entitled to the referral fee. SwiftERM will not arbitrate in these circumstances. The Approved Prospect nominates the referral partner in their registration.
3. Eligibility Requirements for a Prospect.
An Approved Referrer Partner will only be eligible for a referral fee under this Referral Program for referring a prospective customer (a “Prospect”) that meets all of the criteria set forth in this Section 3 (an “Approved Prospect”).
3.1 The Prospect must not have been a customer of, or otherwise engaged in discussions with SwiftERM or any SwiftERM Channel Partners (as defined below), or their respective personnel, regarding a sales opportunity at any time during the six (6) months preceding submission of the lead to SwiftERM.
3.2 The Prospect must not be a customer of SwiftERM or any SwiftERM business unit.
3.3 The Prospect must not be a Reseller Partner or any direct or indirect affiliate of a Reseller Partner.
3.4 The Prospect must not be a public sector body, agency, arm, division or institution of any national or local government.
3.5 The Prospect must be submitted by an Approved Referrer Partner (as defined below) who has fully complied with the terms of the Referral Program.
3.6 The Referrer Partner must accurately complete all parts of the Partner Registration Form and provide any additional details and information that SwiftERM requests or requires.
3.7 The Prospect must have expressed or demonstrated some interest to the Reseller Partner that suggests, in SwiftERM’s reasonable determination, that it is a good candidate to enter into a License Transaction or SaaS transaction with SwiftERM. For purposes of clarification, cold call lists or referrals do not qualify for this Reseller Program. Submission of such erroneous referrals could be perceived as a breach of these terms, and sufficient grounds to terminate all contracts forthwith without penalty.
3.8 The Prospect must have communicated to the Reseller Partner that it is interested in discussing SwiftERM product offerings with SwiftERM.
4. Eligibility Requirements for the Referrer Partner.
Only a Referrer Partner meeting all of the criteria set forth in this Section 4 (an “Approved Referrer Partner”) will be eligible for a referral fee under this Referrer Program.
4.1 The Referrer Partner must declare their trading style i.e. sole trader, private limited company or PLC or other type of business entity Recognised by UK law and must not be owned by a SwiftERM employee. Individuals acting as a sole proprietor, partnership or in a personal capacity are eligible to participate in the Reseller Program. No employees of SwiftERM are eligible. Additionally, the Referrer Partner must be permitted under the laws of the country of the Referrer Partner’s registered business address to act as such.
4.2 The Referrer Partner must be willing to allow SwiftERM facility to make, offer and adjust any and all payment digitally (online) as inclusive of the Reseller Program (including payment of any referrer fees) is conditioned on the Referrer Partner being in good standing with SwiftERM (e.g., current on any amounts owed, not in breach of agreements with SwiftERM, and not otherwise prohibited from referring such business to SwiftERM).
4.4 The Referrer Partner must be willing to arrange a meeting between the Prospect and SwiftERM subject to the Prospect’s requirements.
4.5 Transfer or change of the Referrer Partner is permissible however the right to change must be approved by the Approved Prospect (Client) and (as well as) by SwiftERM, and the timing of any such change will take place at a time solely at the discretion of SwiftERM. Usually this will be within 60 days of the date of request, at the end of the month, strictly providing all parties being in agreement.
4.6 The Approved Prospect may change or delete their Referrer Partner at anytime within their login in area of the http://www.swifterm.com website. Notification of any such change to the reseller is not required of SwiftERM, however we shall endeavour to provide notification of such change as and when it ever occurs automatically from the online facility as a matter of courtesy.
4.7 No back-payment of Referrer Fees will be made to the newly appointed Referrer.
4.8 SwiftERM will not enter into any dispute between respective Appointed Referrers.
4.9 SwiftERM reserve the right to suspend, cancel or withdraw any and all Referrers Fees outstanding or being incurred at anytime in the event of a dispute between referrers.
5.1 The Referrer Partner represents that submission of leads does not violate any legal obligations to which Referrer Partners are subject, and that neither Referrer Partner has any relationship with the Prospect or SwiftERM, or any of their personnel, that creates or could create a conflict of interest. In case of any consulting relationship or potential conflict of interest between Referrer Partner and Prospect, Referrer Partner shall disclose to Prospect its participation in the Referrer Program and its eligibility for referral fees under the Referrer Program.
5.2 Referrer Partner represents that information submitted by it or on its behalf in connection with the Referrer Program is not subject to any confidentiality obligations.
5.3 Referrer Partner agrees to ensure that it and its employees, agents and personnel will at all times protect and maintain in strict confidence all confidential information concerning SwiftERM, its customers, prospective customers, suppliers and channel partners disclosed to it in connection with the Referrer Program or any matter related to the Referrer Program.
5.4 Referrer Partner agrees that it is not acting as SwiftERM’s agent or representative and has no authority to bind SwiftERM to any arrangements with third parties, nor may the Referrer Partner represent anything to the contrary to any third party. The Referrer Partner may not make any representations or warranties on SwiftERM’s behalf and agrees to indemnify, defend and hold SwiftERM harmless from and against any claims against SwiftERM related to or arising from the Referrer Partner’s acts or omissions in connection with the Referrer Program.
5.5 The Referrer Partner agrees to comply with all applicable laws, rules and regulations in connection with this Referrer Program, including with respect to the taxation of referrer fees paid under the Referrer Program. SwiftERM reserves the right to deduct from referrer fee payments any required tax withholding and other deductions that it determines are legally required. The Referrer Partner understands and agrees that it is solely responsible for any costs it incurs in connection with the Referrer Program or its referring of leads. The Referrer Program is void where prohibited by law.
5.6 SwiftERM may, in its sole discretion, at any time with or without notice, terminate this Referrer Program or the Referrer Partner’s participation in the Referrer Program or modify the terms and conditions of this Referrer Program. All questions of eligibility and payment under the Referrer Program will be finally determined by SwiftERM.
5.7 SwiftERM’s sole liability to the Referrer Partner or any third party for any matters in any way related to this Referrer Program will be limited to payment of referrer fees that have been duly earned subject to the Terms of the Referrer Program. SwiftERM disclaims all other liability of any kind. SwiftERM makes no representations or warranties express or implied to you, to the Referrer Partner or to any third party in connection with this Referrer Program. IN NO EVENT WILL SWIFTERM OR ANY OF ITS AFFILIATED COMPANIES, SUPPLIERS, LICENSORS OR PARTNERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SWIFTERM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5.8 The limitations and exclusions contained in Section 5.7 above shall not apply to damages caused by SwiftERM’s gross negligence or intent.
5.9 SwiftERM’s failure to enforce its rights or to insist on fulfillment of any requirements, terms and/or conditions with respect to any payments made or to be made hereunder (or any other matter pertaining to the Referrer Program) will not act as a waiver of SwiftERM’s right to later enforce any such rights or to require fulfillment of any such requirements terms and/or conditions.
5.10 The Terms govern the treatment of any lead submitted by or on behalf of the Referrer Partner under the Referrer Program and supersede any other agreement or understanding between SwiftERM and the Referrer Company with respect to the payment of reseller fees for such lead. The Referrer Partners will not be eligible to receive any other payment in connection with an Order except as provided hereunder.
5.11 The Partner will provide evidence to support its compliance with the Referrer Program’s Terms and Conditions if required to do so by SwiftERM.
5.12 The Referrer Program is governed by the laws of the UK. Any dispute concerning the validity, interpretation or application of the agreed Terms shall be finally determined under English Law as at that time in force in the UK Courts. The language used at all time for such matters will be in English.
5.13 All Referrers are required to confirm their agreement to these terms and conditions in their registration.
5.14 All Referrers are required to confirm the bank account, including as necessary, SwiftCode and IBAN numbers, to which payments will be made.