SwiftERM Partner Program Terms and Conditions
By clicking on the “Accept” button, you agree that your company (“Partner”) will comply with the terms and conditions of the SwiftERM Partner Program set forth herein (collectively, the “Terms”), and represent that you are authorized to bind said Partner to the Terms, and that the 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 Partner Program.
1.8 “SaaS” means software as a service.
2. Partner Fees
2.1 If an Approved Prospect referred by an Approved 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 Partner Program (i.e., fees from subsequent orders, changes in scope or amendments are excluded).
2.3 Any Partner 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 partner in their registration.
3. Eligibility Requirements for a Prospect.
An Approved Partner will only be eligible for a referral fee under this Partner 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 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.
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 Partner (as defined below) who has fully complied with the terms of the Referral Program.
3.6 The 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 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 Partner 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 Partner that it is interested in discussing SwiftERM product offerings with SwiftERM.
4. Eligibility Requirements for the Partner.
Only a Partner meeting all of the criteria set forth in this Section 4 (an “Approved Partner”) will be eligible for a referral fee under this Program.
4.1 The 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 Partner Program. No employees of SwiftERM are eligible. Additionally, the Partner must be permitted under the laws of the country of the Partner’s registered business address to act as such.
4.2 The Partner must be willing to allow SwiftERM facility to make, offer and adjust any and all payment digitally (online) as inclusive of the Partner Program (including payment of any referrer fees) is conditioned on the 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 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 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 Partner at anytime within their login in area of the https://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 Partner Fees will be made to the newly appointed Partner.
4.8 SwiftERM will not enter into any dispute between respective Appointed Partners.
4.9 SwiftERM reserve the right to suspend, cancel or withdraw any and all Partner Fees outstanding or being incurred at anytime in the event of a dispute between Partners.
5.1 The Partner represents that submission of leads does not violate any legal obligations to which Partners are subject, and that neither 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 Partner and Prospect, Partner shall disclose to Prospect its participation in the Partner Program and its eligibility for referral fees under the Partner Program.
5.2 The Partner represents that information submitted by it or on its behalf in connection with the Partner Program is not subject to any confidentiality obligations.
5.3 The 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 other partners disclosed to it in connection with the Partner Program or any matter related to the Partner Program.
5.4 The 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 Partner Partner represent anything to the contrary to any third party. The 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 Partner’s actions or omissions in connection with the Partner Program.
5.5 The Partner agrees to comply with all applicable laws, rules and regulations in connection with this Partner Program, including with respect to the taxation of referrer fees paid under the Partner 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 Partner understands and agrees that it is solely responsible for any costs it incurs in connection with the Partner Program or its referring of leads. The Partner Program is void where prohibited by law.
5.6 SwiftERM may, in its sole discretion, at any time with or without notice, terminate this Partner Program or the Partner’s participation in the Partner Program or modify the terms and conditions of this Partner Program. All questions of eligibility and payment under the Partner Program will be finally determined by SwiftERM.
5.7 SwiftERM’s sole liability to the Partner Partner or any third party for any matters in any way related to this Partner Program will be limited to payment of referrer fees that have been duly earned subject to the Terms of the Partner Program. SwiftERM disclaims all other liability of any kind. SwiftERM makes no representations or warranties express or implied, to the Partner or to any third party in connection with this Partner 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 Partner 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 Partner under the Partner Program and supersede any other agreement or understanding between SwiftERM and the Partner Company with respect to the payment of reseller fees for such lead. The 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 Partner Program’s Terms and Conditions if required to do so by SwiftERM.
5.12 The Partner 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 Should the Partner fail to secure one client within 12 months of this beginning of this agreement, as indicated by the date of their completing the registration form on this website, then this agreement shall be deemed to have lapsed. If this happens then SwiftERM reserve the right to notify the Partner of termination of the agreement. The Partner accepts and agrees that the termination shall be forthwith at midnight on the 30th day following notification, in whatever form that notification takes including email.
5.13 All Partners are required to confirm their agreement to these terms and conditions in their registration.
5.14 All Partners, (where they are wishing to receive commission) are required to confirm the bank account, including as necessary, SwiftCode and IBAN numbers, to which payments will be made.
6. SwiftERM reserve the right to amend and update these Partner Terms and Conditions from time to time. Amendments to these terms shall be deemed to be accepted within 30 days of change being published, provided notification of the change has been communicated to the partners forthwith. The notice period begins on the date of despatch, and shall me communicated via email to the email address stipulated in the original agreement. It is the responsibility of the partner to update SwiftERM should that email address change.
6.1 Should the Partner not accept the amendment then provided the objection is communicated with the specified period, the existing agreement will remain in force, until such time as subsequent deliberation and agreement has been agreed between both parties.