Terms and conditions for the referral program
Article 1 - Referral program agreement
Phanum offers services to a wide variety of eCommerce companies. The services are provided by a team of experts working together on each case. The experts work on a freelance basis and are completely independent professionals.
Subject to this agreement are:
- Phanum. Also Company;
- The partner. Also Partner;
- Together: Parties.
The Parties wish for the Partner to refer new clients to the Company and then have those clients sign up to use the services provided by the Company. The Partner may refer potential clients to the Company from time to time after the date that this Referral Program Agreement is in effect. In accordance with the terms and conditions stated in this Referral Program Agreement. The Company will then pay the Partner a Referral fee for the clients who sign up with the Company.
Article 2 - Referrals
The Partner may refer potential clients to the Company. For each referred client, the Partner will be eligible for a referral fee (the Referral Fee) in accordance with Article 4. During the term of this Referral Program Agreement, the Partner may utilise their experience, expertise, and contacts to refer potential clients to the Company. All agreements for the services will be between the Company and the (potential) client. The Partner will not be able to engage into any agreements or obligate the Company in any way regarding the provision of services. The Partner will not suggest that it has such authority to any potential client or any other third party. The Company will not be under any obligation to enter into an agreement with any potential client. Any sales of services to the clients will be governed by a signed agreement between the Company and the client.
Article 3 - Acceptance
In order to be eligible for a Referral Fee, the Company must pre-approve any potential client. The Company can reject any potential client it sees fit for any reason. The Company will pre-approve the potential clients. After the Company has pre-approved the potential clients, there is a period of 30 calendar days for the client to sign up. If the client does not sign up with the Company within the stated days, the potential client will be free to sign up with the Company either directly or through other referral entities without the Partner receiving any Referral Fee.
Article 4 - Eligibility For Referral Fee and Referral Fee
The Partner is only eligible for a Referral Fee when any of the following scenarios occur:
Phanum does not budget any project for less than 1500 EUR.
Article 5 - Payment
The payment of the Referral Fee shall be made as follows:
- If Scenario A is met: The Company will send the Partner a payment slip via email with the agreed referral fee in accordance with Article 4. This referral payment slip will be sent no later than 30 days after the potential client has received the services proposal from the Company.
- If Scenario B is met: The Referral Fee is determined by the client's payment monthly payments. The Company will send the Partner a payment slip via email with the agreed referral fee in accordance with Article 4. This referral payment slip will be sent no later than 30 days from the date of the client’s monthly payment to the Company. For the sake of clarity, the Company is not obliged to pay the Partner the Referral Fee if the client defaults, violates or in any other way breaches the contract between the client and the Company.
Article 6 - Clients
Once the potential client becomes a client, the Company takes ownership of the client in terms of the Company services. Any exceptions shall be specifically stated in the contract between the Company and the Partner.
Article 7 - Termination
The Company can terminate this Referral Program Agreement with a 30-day notice via email at any time for any reason. This Referral Referral Program Agreement will automatically terminate if the Partner for more than 360 days has not referred any potential clients to the Company that were deemed eligible for a Referral Fee, please confer Article 4.
Article 8 - Confidentiality
Confidential Information means (i) the terms of this Referral Program Agreement and any schedules; (ii) documents, files, and data of either Party that the other Party has access to in providing and/or performing the services, including, but not limited to, information relating to referrals, employees of referrals, and referrals’ contact information; and (iii) any other information that the disclosing Party (the Discloser) desires to protect against unrestricted disclosure by the receiving Party (the Recipient) and that (a) if disclosed in tangible or electronic form, is marked in writing as confidential or (b) if disclosed orally or visually, is designated at the time of disclosure as confidential.
Confidential Information does not include any information that is (i) already in possession of the Recipient without obligation of confidentiality; (ii) independently developed by the Recipient; (iii) becomes publicly available without breach of this Referral Program Agreement; (iv) rightfully received by the Recipient from a third party without obligation of confidentiality; (v) released for disclosure by the Discloser with its written consent; or (vi) required to be disclosed pursuant to court or government agency order or rule; provided, however, that before disclosing any Confidential Information, the Recipient shall provide reasonable notice of such order or rule giving the Discloser opportunity to object to or limit such disclosure.
Each Party agrees (i) that it will not use any Confidential Information of the other Party for any purpose other than to exercise its rights and perform its obligations under this Referral Program Agreement; (ii) that it will not disclose to any third party any Confidential Information of the other Party except as expressly permitted in this Referral Program Agreement; provided, however, that the Discloser may (a) disclose the Confidential Information of the Recipient to the Discloser’s employees and contractors who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such Confidential Information comparable to those set forth herein; and (b) use or disclose such Confidential Information to the extent the Recipient is legally compelled to disclose such Confidential Information; provided, however, that prior to any such compelled disclosure, the Recipient will give the Discloser reasonable advance notice of any disclosure and will cooperate with the Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information, and (iii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own confidential or proprietary information of a similar nature.
Article 9 - Limitations on liability
Notwithstanding anything to the contrary contained in this Referral Program Agreement, the Company shall not be responsible for special, indirect, incidental, consequential or other similar damages (including, without limitation, lost profits) that the Partner may incur or experience in connection with this Referral Program Agreement, however caused and under whatever theory of liability, even if the Company has been advised of the possibility of such damages. Limited by and in accordance with the above limitation, each Party (the Indemnifying Party) agrees to indemnify, defend, and hold the other Party (the Indemnified Party) harmless from and against any and all damages, loss, liability, claim, cost, or expense, including without limitation, reasonable attorney fees, incurred in connection with or as a result of any third party claim: (i) arising from the gross negligence or intentional misconduct of the Indemnifying Party; (ii) arising from the legal compliance, performance, or functionality of the Indemnifying Party’s services; or (iii) arising out of the misuse, disclosure, or unauthorized access of the Confidential Information of the Indemnified Party by the Indemnifying Party.
Article 10 - Force Majeure
If either Party shall be prevented from performing any portion of this Referral Program Agreement by causes beyond its control, including labour disputes, pandemic/epidemic, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting Party shall be excused from performance for the period of the delay and for a reasonable time thereafter.
Article 11 - Binding Effect and Assignment
This Referral Program Agreement is binding upon the Parties’ respective representatives, successors, and assignees. Neither Party shall transfer nor assign this Referral Program Agreement, either voluntarily or involuntarily, whether by operation of law, or any other manner, without the prior written consent of the other Party, provided however, such consent shall not be unreasonably withheld. This Referral Program Agreement is solely for the benefit of the Parties and their respective successors and permittees assigns, and no other person has any right, benefit, priority, or interest under or because of the existence of this Referral Program Agreement.
Article 12 - No Partnership; No Exclusivity
This Referral Program Agreement does not make either Party, their employees, joint venture, agent, or legal representative of the other for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. In fulfilling its obligations under this Referral Program Agreement, each Party will be acting as an independent contractor. Nothing in this Referral Program Agreement will be deemed to limit or restrict either Party from entering into similar agreements with any third party, from recommending services similar to the services to third parties, or from developing and marketing competing services. This Referral Program Agreement does not create an exclusive partnership or other relationship between the Parties.
Article 13 - Amendment and Waiver
No amendment, modification, consent, or waiver of any provision of this Referral Program Agreement, nor consent to any departure therefrom, will be effective unless it is in writing and is signed by the Party against whom enforcement is sought. Any waiver of any provision of this Referral Program Agreement and any consent to any departure from the terms of any provision of this Referral Program Agreement is to be effective only in the specific instance and for the specific purpose for which given.
Article 14 - Entire agreement
This Referral Program Agreement constitutes the entire agreement between the Parties pertaining to the subject hereof and supersedes all prior agreements, understandings, and discussions of the parties, whether oral or written.
Article 15 - Counterparts
This Referral Program Agreement may be signed by the Parties in any number of separate counterparts, and all such counterparts so signed constitute one agreement binding on all the Parties even though all the Parties are not signatories to the same counterpart. A signature delivered by facsimile, email, or other means of electronic transmission will have the same legal effect as delivery of an original signed copy of this Referral Program Agreement. This Referral Program Agreement may be signed electronically.
Article 16 - Survival
The terms and conditions of Article 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of this Referral Program Agreement shall survive and continue following expiration or termination of this Referral Program Agreement.
Article 17 - Governing law and disputes
The validity, interpretation, construction, performance, enforcement, and remedies of or relating to this Referral Program Agreement, and the rights and obligations of the Parties to this Referral Program Agreement, shall be governed and construed in all respects by the laws of the Netherlands. All disputes arising under or related to this Referral Program Agreement shall be brought solely in the ordinary district court situated in Rotterdam, The Netherlands.