PARTNER REFERRAL AGREEMENT
This Partner Referral Agreement (“Agreement”) is between IRP Commerce, Innovation Centre, Northern Ireland Science Park, Queens Road, Belfast BT3 9DT (“IRP Commerce”) and the entity and/or individual set forth below (“Referral Partner”). IRP Commerce provides the IRP Ecommerce Platform as a Service ("IRP PAAS") . IRP Commerce wishes to expand its market share by paying the Referral Partner to assist in marketing the IRP PAAS by having the Referral Partner provide an introduction and contact information for persons or entities wishing to purchase the IRP PAAS (“Potential Customer”) from IRP Commerce.
The parties agree to the following:
1. Subject to the terms and conditions of this Agreement, IRP Commerce enables the Referral Partner to provide Potential Customers to IRP Commerce.
2. In the event that the Referral Partner identifies a Potential Customer of IRP Commerce, the Referral Partner will notify IRP Commerce of the identity of the Potential Customer and of all relevant details via the submission form provided in IRP World. The Referral Partner will comply with any confidentiality restrictions and applicable data protection laws with regard to the disclosure of such details.
3. Where the Referred Potential Customer (i) signs a Commercial Agreement with IRP (ii) has not previously entered into a Commercial Agreement with IRP Commerce; and (iii) has not previously been referred or introduced to IRP Commerce by another party, then the Potential Customer shall be considered an “Accepted Customer” for the purposes of this Agreement.
4. Setup Fees. The Referral Partner shall be paid a fee by IRP Commerce for each Accepted Customer based on revenues actually received by IRP Commerce from an Accepted Customer. Referral Fees will be paid to you within 2 weeks of the time we receive payment by the Customer.
5. Transaction Fees. For Accredited Referral Agents, any agreed first year transaction fees will be paid quarterly in arrears at the agreed rate for the first 12 months that an IRP Customer is running their IRP system.
6. IRP Commerce will reply in a timely manner to any queries raised on payment matters by the Referrer statement.
7. Indemnification. The Referral Partner agrees to indemnify, defend, and hold harmless IRP Commerce and its employees from and against any loss, liability, damage, penalty or expense (including solicitor’s fees, expert witness fees and cost of defence) they may suffer or incur as a result of (i) any loss incurred by IRP Commerce due to the negligent or fraudulent conduct of the Referral Partner; or (ii) any breach of this Agreement by the Referral Partner.
8. Non-Solicitation of Potential Customers. Without IRP Commerce’s prior written consent (which consent may be withheld in IRP Commerce’s sole and absolute discretion), the Referral Partner shall not knowingly cause or permit any of their employees, agents, principals, affiliates, subsidiaries or any other person or entity to solicit or otherwise cause any Accepted Customer or its vendors to terminate its participation in any of the IRP Services.
9. The construction, validity and performance of this Agreement shall be governed by the laws of Northern Ireland and the parties hereby submit to the exclusive jurisdiction of the courts of Northern Ireland.
10. Disclaimer of All Warranties. IRP Commerce disclaims all warranties, express or implied, including but not limited to the implied warranties of fitness for a particular purpose and merchantability. IRP Commerce shall have no liability in contract, tort, negligence or otherwise to the Referral Partner or any other third party arising out of any of products or services provided under this Agreement. IRP Commerce shall not be liable to the Referral Partner or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if IRP Commerce has been advised of the possibility of such damages.