Trustpilot Referral Agreement (Trustpilot A/S)april 2022
This referral agreement ("Agreement") is entered into between Trustpilot A/S, 5th Floor, The Minster Building, 21 Mincing Lane, London, United Kingdom, EC3R 7AG ("Trustpilot", “we”, “us”, “our”) and the entity or business specified in the order form (“Partner”, “you”, “your”) executed by you and us relating to the referral relationship being entered into (“Order Form”). Under this Agreement Trustpilot and the Partner are jointly referred to as the "Parties" and individually as a "Party".
Subject to the terms of this Agreement, we grant you a non-exclusive right to directly and indirectly market and promote our products and services (“Trustpilot Services”) to our prospective customers ("Referred Prospects"), and to refer such Referred Prospects to us. You shall only refer Referred Prospects to us that have expressed an interest in using Trustpilot Services. You must register each Referred Prospect by submitting the following information to us:
Name of Partner;
Company name of Referred Prospect;
Country location of Referred Prospect;
Contact name of Referred Prospect;
Contact email address of Referred Prospect;
Contact telephone number of Referred Prospect; and
Domains of Referred Prospect
(together the “Referral Information”)
You shall submit all Referral Information to us either (i) by emailing firstname.lastname@example.org; (ii) through a prospect registration landing page that we may, from time to time, make available to you; or (iii) by any other means as specified by us from time to time (each submission a “Referred Prospect Registration”)
Following receipt of a Referred Prospect Registration, we will notify you in writing if any Referred Prospect is accepted by us. We may, in our sole discretion, reject any Referred Prospect Registration that: (i) contains incomplete and inaccurate Referral Information; (ii) references a Referred Prospect that we have already identified as a potential customer; (iii) references an existing customer (or a parent, subsidiary or affiliate of such existing customer) of ours; or (iv) references a Referred Prospect that we do not otherwise wish to pursue. If we do not accept a Referred Prospect Registration in writing within seven (7) days of receipt then, unless we confirm otherwise,the Referred Prospect Registration will be deemed rejected. No Referred Prospect Registration will be deemed automatically accepted by us.
3. Eligibility for referral incentive
If within one hundred and eighty (180) days after receipt of an accepted Referred Prospect Registration (or such longer period as is mutually agreed by the Parties) ("Eligibility Period"), we, in our sole discretion, enter into a commercial agreement concerning the provision of Trustpilot Services (“Trustpilot Service Agreement”) with the respective Referred Prospect ("Customer"), then you will be eligible to receive the relevant referral incentive specified in your Order Form (“Referral Incentive”). During the Eligibility Period, you will not refer any Referred Prospect to any third party that is a competitor of ours unless we have already rejected the Referred Prospect. Notwithstanding anything stated in this Agreement, we will have no obligation to enter into a Trustpilot Service Agreement with a Referred Prospect even if we have received and/or accepted that Referred Prospect.
4. Referral incentives
If your Referral Incentive is a Referral Fee then the following terms shall apply:
4.1. Provided the eligibility criteria referred to in Section 3 of this Agreement have been satisfied in full, then we will pay you the referral fee specified in your Order Form (“Referral Fee”). The Referral Fee specified shall be the percentage of the net subscription fees that we actually receive from the Customer within the first twelve (12) months of their subscription for Trustpilot Services. For the avoidance of doubt, we may, in our sole discretion, offer the Customer a discount or concession on the subscription fees they pay for Trustpilot services and in such cases your Referral Fee shall be reduced accordingly.
4.2. Any Referral Fee will be paid within thirty (30) days of the successful collection of subscription fees owed to us by the relevant Customer. In the event of non-payment and/or partial payment of subscription fees by a Customer then we may, in our sole discretion, reduce any Referral Fees owed to you in respect of that Customer. In no event will any Referral Fee be deemed to include any taxes, duties or any other amounts that we are obligated to pay to third parties.
4.3. Upon completion of a Customer’s first twelve (12) month subscription for Trustpilot Services, we shall be under no obligation to pay to you any additional Referral Fees relating to that Customer.
4.4. Notwithstanding anything contained within this Section 4, before you are entitled to receive any Referral Fees under this Agreement you must first refer a minimum of one (1) paying Customer to us within one (1) year of signing your Order Form.
If your Referral Incentive is a Discount then the following terms shall apply:
4.5. Provided the eligibility criteria referred to in Section 3 of this Agreement has been satisfied in full, then we will offer all accepted Referred Prospects the discount specified in your Order Form (“Discount”). The Discount specified shall be the percentage reduction on the standard twelve (12) month subscription fees for Trustpilot Services (excluding implementation fees, professional services charges and/or maintenance and support fees).In no event will any Discount be deemed to include any taxes, duties or any other amounts that we are obligated to pay to third parties.
4.6. Upon the completion of a Customer’s first twelve (12) month subscription for Trustpilot Services, we shall be under no obligation to offer the Discount to that Customer.
4.7. From time to time, we may in our sole discretion offer promotional prices to Customers in which case we may reduce (or otherwise vary) the Discount offered to those Customers.
5. Partner Obligations
5.1. You acknowledge and agree: (i) you have not and shall not hold yourself out as having any authority to promote, make offers or quotations to, or negotiate with, or solicit any orders for, or sell subscriptions for Trustpilot Services, to any person, and further you have not and shall not hold yourself out as having any authority to accept any order on our behalf or otherwise bind us; (ii) not to pledge our credit, receive any money or give any receipt on our behalf or compromise any debt due to us or incur any other liability or obligation, or make any promise or representation on our behalf or claim to do any such similar thing; (iii) you shall not make or give any representations, warranties or other promises concerning the Trustpilot Services; and (iv) you have the power and authority to enter into and perform under this Agreement.
5.2. You shall indemnify and keep us fully indemnified from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with your breach of this Agreement.
You shall not issue press releases and/or make public statements regarding the existence and nature of this Agreement without our prior written consent. Furthermore, you shall not use our trademarks, service marks or logos without our prior written consent.
7. Term and termination
This Agreement will commence on the date of the last signature on the Order Form (“Effective Date”) and will continue until terminated in accordance with the provisions of this Section 7. Either Party may terminate this Agreement at any time and for any reason by providing the other Party with thirty (30) days' advance written notice of such termination. Your notification of termination must be made to: email@example.com. Either Party may terminate this Agreement for cause with immediate effect upon written notice if the other Party is in material breach of the Agreement and fails to remedy – if remediable – such material breach within seven (7) days after receiving written notice identifying the breach from the non-breaching Party. You will not be entitled to a Referral Incentive (i) if you submit a Referred Prospect Registration to us during any notice of termination period referred to in this Section 7 of this Agreement; or (ii) following the termination and/or expiration of this Agreement, (regardless of which party terminated and how, or when the Referral Incentive was earned). Sections within this Agreement that, by their nature, prescribe continuing obligations or rights, will survive the expiration or termination of this Agreement.
The Parties shall treat as "Confidential Information" all information disclosed by either Party to the other Party if it is designated as "confidential" or "proprietary", whether orally or in writing, or would appear to a reasonable person, because of the nature of the information, to be confidential or proprietary. Confidential Information includes (i) any
business concepts and methods, financial or technical information of the other Party, (ii) the identity of or information related to customers, partners or potential customers and/or partners of the other Party (unless prior written approval for such disclosure has been granted by an authorised representative of the other Party) with the exception of information disclosed by the you to us relating to Referred Prospects (which shall not be regulated by this section), and (iii) the specific terms set out in this Agreement. Notwithstanding the foregoing, information will not be Confidential Information for purposes of this Agreement if it was or is in the public domain at the time it was disclosed or becomes known to the other Party from a third party without breach of any confidentiality obligations. Neither Party will disclose any Confidential Information to any third party without the other Party's prior written consent and will not use Confidential Information except to perform its obligations under this Agreement. Both Parties will take reasonable care to keep secret the Confidential Information. The degree of care taken will in no event be less than the security precautions the Parties take to protect their own confidential information of like importance. Either Party may disclose Confidential Information pursuant to a court order, provided that the Party (i) first provides the other Party with prior written notice and a reasonable opportunity to oppose such disclosure (if permissible), and (ii) reasonably cooperates with the other Party to limit disclosure.
9. Warranty disclaimer
WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THIS AGREEMENT AND TRUSTPILOT SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. Limitation of liability
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE. OUR TOTAL LIABILITY TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY US TO YOU PURSUANT TO THIS AGREEMENT DURING THE ONE-YEAR PERIOD PRECEDING THE EVENT LEADING TO LIABILITY.
11. Ownership and Proprietary Rights
11.1. We and/or our licensors retain all right, title and interest in the Trustpilot Services including any updates and upgrades to them, all derivative works of the Trustpilot Services and all proprietary rights in them, both during andafter termination of this Agreement. You agree that we own all right, title and interest along with all copyright, trade secret, patent, trademark and other intellectual property rights therein. We reserve all rights, title and interests in and to the Trustpilot Services.No right, title, ownership, interest or license in or to the Trustpilot Services whether by implication, estoppel or otherwise is granted, assigned or transferred to you under or in connection with this Agreement.
11.2. Subject to your continued compliance with this Agreement, you may use certain names, trademarks, insignias, logos, symbols or slogans (registered or unregistered) owned or used by us (“Trustpilot Marks”) only to promote the Trustpilot Services as advised by us from time to time and in accordance with any guidelines issued by us. We and/or our licensors retain all right, title and interest in the Trustpilot Marks, all derivative works of the Trustpilot Marks and all proprietary rights in them, both during and after termination of this Agreement.
11.3. You will not register or use any Trustpilot Mark, or any words, logo, symbol, device or any other branding which is similar to or mimics any Trustpilot Mark, including as a product name, for its services or as a domain name. Unless we given you prior written consent, you may not use or register any Trustpilot Mark: (i) in connection with any web site owned, controlled or operated by you, including as a meta-tag or search term on any search engine or platform with search functionality; (ii) on any web site or similar service or technology (including electronic marketing campaigns and auction web sites) operated, owned or controlled by another person; or (iii) in connection with promotional activities undertaken by another person (even if they are carried out on its behalf or under its control), including as a key word, or as an on-line identity.
12. Data Protection
If you provide us with Referral Information that is considered personal data, you warrant and represent to us that as at the date the Referral Information is provided; (a) all data subjects have given valid written and explicit consent to the transfer of their personal data by you to us for marketing purposes and to the processing of their personal data by us for marketing purposes, (b) you are entitled to transfer the Referral Information to us and the transfer will comply with applicable data protection laws, (c) you are not aware of any circumstances likely to give rise to breach of data protection laws in the future, and (d) you shall upon request provide written evidence documenting your compliance with Section 12 (a)-(c) (inclusive).
13.1. No joint venture, partnership, employment, or agency relationship exists between the Parties as a result of this Agreement.
13.2. In performing its obligations, each Party must comply with anti-bribery laws applicable in any jurisdiction where it does business applicable to this Agreements.
13.3. This Agreement contains all the terms agreed between the Parties regarding the subject matter and supersedes and replaces any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement.
13.4. This Agreement does not confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.
13.5. Nothing in this Agreement shall obligate either Party to enter into or to refrain from entering into any further agreement or negotiation with the other Party or with any third party.
13.6. We can make changes to this Agreement from time to time. We’ll try to let you know of material changes beforehand if we can - unless we need to make those changes immediately for reasons outside our control, like a change in law. If a change isn’t material, we may not notify you. It is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this Agreement, as any changes to this Agreement will
immediately apply to you without any further positive acceptance, confirmation or action by.
13.7. You agree that we are entitled to assign and/or transfer all or part of our rights and obligations under this Agreement to any third party, affiliate or other successor in interest, including without limitation as a result of a merger or consolidation, or in connection with the sale or transfer of all or substantially all of our business or assets to which this Agreement relates, or in connection with a corporate reorganisation, or in connection with any other business purpose.
13.8. Failure of either Party to exercise or enforce any of its rights under this Agreement will not act as a waiver of such rights.
13.9. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
13.10. This Agreement, and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any such claim or dispute.