Referral Program. Wayflyer operates a program with Wayflyer customers (“Customers” or “you”) who wish to introduce potential customers to Wayflyer (the “Program”). The Program is governed by these Terms and Conditions, our Terms of Business and any other relevant ancillary document provided to you by Wayflyer or form that you are required to submit as part of the Program (the “Terms and Conditions). By participating in the Program, you agree to comply with the Terms and Conditions.
The following definitions apply in these Terms and Conditions.
Prospective Customer: a customer (i) to whom Wayflyer has not at any time previously provided any Wayflyer Services and with whom Wayflyer has not been in negotiations to provide the Wayflyer Services before the Introduction Date; (ii) is an eCommerce business that sells physical products; and (iii) has been trading for at least six (6) months.
Prospective Customer Reward: the amount which may be paid a Prospective Customer subject to the terms of these Terms and Conditions, as set out in clause 4.3.
Refer, Referral or Referred: the introduction by you to Wayflyer of the contact details of a Prospective Customer (that knows one or more individuals at the Customer and is of sufficient seniority to authorise or recommend the purchase of the Wayflyer Services from Wayflyer) in accordance with clause 3, resulting in the Prospective Customer completing one or more of the Milestones.
Referral Date: the date on which you submitted a Referral in accordance with clause 3.1.
Reward: the amount which may be paid you subject to the terms of these Terms and Conditions, as set out in clause 4.2.
Relevant Contract: a contract for the supply of Wayflyer Services entered into between Wayflyer and a Prospective Customer who was Referred by you during the Term.
Wayflyer: means Wayflyer Limited, including its affiliates, subsidiaries and members of its group of companies.
Wayflyer Services: the purchase of receivables from e-commerce business and the analytics services provided by Wayflyer together with any other services from time to time offered by Wayflyer.
3.1.Provision of Referral. You may submit a Referral either (i) by email to any Wayflyer sales personnel; or (ii) via the Wayflyer Referral Program website by providing the required information and following the instructions provided.
3.2.Contact. Once a Referral has been submitted, Wayflyer will contact the Prospective Customer to provide them with information to discuss entering into negotiations in relation to the Wayflyer Services.
4.1. Rewards: Where you Refer a Prospective Customer to Wayflyer and such Prospective Customer completes one or more of the Milestones set out in the below table, you may be eligible for one or more Rewards on the basis set out below and subject to the terms of these Terms and Conditions:
Milestone 1
Prospective Customer joins its first meeting with Wayflyer
Reward (US$, €, AUD$)
100
Milestone 2
Prospective Customer enters into its first Relevant Contract and deploys capital thereunder [within sixty (60) days of the relevant Introduction].
The amount of the Reward shall be determined by the amount of capital deployed under such Relevant Contract as follows:
Reward (US$, €, AUD$)
$250k deployed - $1000
$500k deployed - $2000
$1.5M deployed - $5000
4.2. Prospective Customer Reward: Where you Refer a Prospective Customer to Wayflyer and such Prospective Customer completes the Milestone set out in the below table, the Prospective Customer may be eligible for a Reward on the basis set out below and subject to the terms of these Terms and Conditions:
Milestone 2
Prospective Customer enters into its first Relevant Contract and deploys capital thereunder [within sixty (60) days of the relevant Introduction].
Reward (US$, €, AUD$)
$TBC
4.3. Due date for Reward. Each month, Wayflyer shall notify you in writing of the number of Milestones completed by Prospective Customers Referred by you and the Referral Fees payable to you in the relevant month. Any Referral Fees payable pursuant to this clause 4 shall be paid to the bank account nominated by you in the month following the completion of the relevant Milestone(s), unless otherwise agreed.
4.4. Currency. Rewards shall be payable to you in the currency of XXX.
4.5. Taxes. Referral Fees are inclusive of value added tax or other applicable sales tax. Each party shall be responsible for all other taxes, duties, withholdings and/or levies under any applicable laws. If Wayflyer we are required to withhold any withholding or similar taxes, we will do so and will make these payments. Any withholding taxes paid by us to the relevant tax authority will be deducted from any amounts due to you, such that the amount paid to you will be net of the withholding taxes.
4.6. Exclusions from Commission. No Referral Fee or other compensation shall be payable where:
4.6.1. the Prospective Customer is a company with which you are affiliated, or the Prospective Company is an affiliate of such company;
4.6.2. in respect of Milestone 2, Wayflyer, in its sole discretion, opts not to enter into a Relevant Contract with the Prospective Customer;
4.6.3. the Prospective Customer joins subsequent meetings and/or enters into additional Relevant Contracts; Rewards are payable only in respect of the first Relevant Contract entered into by a Prospective Customer; or
4.6.4. in respect of consequential Introductions, i.e. a Prospective Customer is Introduced by you and the Prospective Customer then introduces Wayflyer to a third party who enters into discussions and / or purchases Services from Wayflyer (a “Consequential Introduction”), Referral Fees shall not be payable in respect of that Consequential Introduction.
5.1. Obligations of confidentiality. Each party undertakes that it shall not at any time during the term of these Terms and Conditions, and for a period of three (3) years after termination of these Terms and Conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 5.2.
5.2. Confidentiality exceptions. Each party may disclose the other party's confidential information:
5.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms and Conditions. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5; and
5.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.1. Wayflyer rights. You acknowledges that Wayflyer retains all right, title and interest in and to any and all intellectual property rights in and to (a) all Wayflyer materials; (b) any and all Wayflyer Services (or any portion thereof), and (c) any and all proprietary algorithms, processes or systems of Wayflyer relating to provision of the Wayflyer Services.
6.2. License and Marketing material. Wayflyer hereby grants you a non-exclusive, limited, worldwide, royalty-free, fully paid-up, revocable and non-transferable license, for the Term, to use Wayflyer’s logos and trademarks for the sole purpose of marketing and promoting the Wayflyer Services under these Terms and Conditions. Except as expressly set forth herein, you shall have no right or interest in Wayflyer’s materials. You shall not produce any marketing material for Wayflyer's Services or use Wayflyer's name, logo or trade marks on any marketing material without the prior written consent of Wayflyer.
You warrant that you shall always comply with all applicable data protection legislation.The provision of a Referral requires you to share certain information aboutProspective Customers (which will include personal data, “Prospective Customer Data”) with Wayflyer. You covenant and undertake that you have and will obtain explicit consent from the Prospective Customer prior to sharing with Wayflyer.
8.1. You hereby indemnify, hold harmless, and defend us, Wayflyer and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to legal fees and expenses) incurred in connection with any claim related to your acts or omissions in relation to the Program, including your breach of these Terms and Conditions, negligence, misconduct, violations of law, or any allegation or claim that your content or marketing materials violate or infringe the intellectual property or privacy rights of a third party.
9.1. Exclusion of Consequential Damage. In no event will Wayflyer be liable for any loss of profits or any indirect, special, incidental, reliance or consequential damages of any kind regardless of the form of action or whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance.
9.2. Liability Cap. Subject to clause 8.1 above, Wayflyer’s entire liability to you will in no event exceed the aggregate fees paid by the Customer to Wayflyer in the three (3) months immediately preceding the occurrence of the claim for which damages is sought.
10.1. Term and Termination. The term of these Terms and Conditions will begin upon your provision of a Referral and shall continue until terminated. Either you or Wayflyer may terminate your participation in the Program at any time, with or without cause, without prior written notice.
10.2. Variation or Termination of Program. Wayflyer may modify, discontinue or suspend the operation of the Program itself and these Terms and Conditions at any time and for any reason, in which case Wayflyer will pay any Rewards which are properly payable pursuant to these Terms and Conditions, as at the effective date of termination. Wayflyer will determine, in its sole discretion, whether the Program requirements have been satisfied and whether any Rewards are due.
10.3. No partnership or agency between the parties. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.4. Governing law. These Terms and Conditions shall be governed and construed in accordance with Irish Law and each party hereby submits to the exclusive jurisdiction of the Irish courts for the resolution of disputes hereunder.
10.5. Contact us. To contact us, please email referrals@wayflyer.com.
Dated 14 March 2023
