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Partner Referral Agreement


FIRST.- This Agreement is governed by the terms and conditions specified herein, in conformity with the provisions of Article 1546 of the Spanish Civil Code. Furthermore, this Agreement is in accordance with the principle of freedom of contract as outlined in Article 1255 of the Spanish Civil Code, and it is executed with due regard to contractual good faith and the exercise of the rights delineated in Articles 1257 and 1258 of the same legal text.

SECOND.- The purpose of this Agreement is to define the terms governing the relationship between the Referring Partner and TES.

This Agreement is principally formed for the referral of contact information concerning business opportunities identified by the Partner, which may be of interest to TES.

THIRD.- TES shall compensate the Partner with a 5% commission on the net invoiced amount over the course of one year for the referred business opportunity. This commission will be distributed on a monthly basis, subject to the condition that the client secured for the referred and closed opportunity makes effective payments.

In the event of non-payment by the end client, the Partner’s commission shall be postponed until TES successfully collects the outstanding invoices. To facilitate payment under this agreement, the Partner must (i) accept and adhere to the terms and conditions outlined herein; (ii) provide all account information, including banking details for payment processing; (iii) submit all valid tax documents.

All payments made by TES will be conducted via bank transfer, and no other payment methods will be utilized. The Partner is responsible for ensuring that the information associated with the designated bank account for payment remains up-to-date.

FOURTH.- TES shall assume the responsibility of initiating commercial discussions with the referred opportunity, presenting the most favorable offer to facilitate the closure of said opportunity, and executing the technical tasks related to implementation, onboarding, and support for this opportunity.

FIFTH.- For all intents and purposes, the term ‘referred opportunity’ shall be construed to mean the one transmitted by the Partner to TES, with TES retaining the discretion to either accept or decline the opportunity. A maximum period of one (1) month is stipulated for TES to notify the Partner of the decision to proceed or not with the referred opportunity. The one-year period, during which the Partner shall earn their commission as stipulated in the Third clause, shall commence on the day following said communication, provided that TES accepts the referred opportunity.

SIXTH.- The specific responsibilities of TES shall encompass:

  • Maintaining strict confidentiality of all information conveyed by the Partner, as well as all content to which access has been granted, even upon termination of this Agreement.
  • Undertaking commercial activities aimed at the successful closure of the referred opportunity and presenting the most favorable offer.
  • Ensuring, by technically feasible means, the proper operation of the service chosen by the end client, responding to any potential issues that may arise, and providing support for the implementation and onboarding of the referred opportunity.

The Partner’s specific responsibilities shall encompass:

  • Transmitting the data related to the referred opportunity to TES for internal reporting purposes.
  • Adhering to the rules of fair business conduct as defined in this Agreement and respecting the criteria of TES.

SEVENTH.- Qualified transactions and fair play.

a. Presentation, Acceptance, and Validity of Leads: The Partner must register each lead with TES through the provided notification channels before closing a qualified opportunity. To register leads, the Partner must furnish, at a minimum, the following information for each lead: contact first and last name, email, URL, and company name. Generally, TES will identify referenced opportunities, at its reasonable discretion, as (i) being a potential new client of TES; (ii) not having a pre-existing customer actively participating in its sales process or an affiliate of the Partner within the prior sixty (60) days; and (iii) a legitimate prospect with legally obtained contact information. Notwithstanding the foregoing, TES retains complete discretion to accept or reject a prospect based on its reasonable judgment and may do so upon receipt or for not meeting the requirements outlined in this clause SEVENTH.b at any time after submission, even if it was initially accepted. At the time of registration, TES may inform the Partner if a prospect is eligible for cross-selling. A lead is not considered valid: (i) if it has not been registered; (ii) if it is not accepted; (iii) if it has expired; (iv) if it exceeds registered capacity limits or other applicable limits; or (v) after the termination or expiration of this Agreement. Once the valid lead is ready for purchase, at TES’ discretion, the order will be accepted, and the contracted service will be provided to the end user to complete a qualified opportunity. If a prospect does not purchase your service before their registration expires, the Partner must complete the registration process again to re-qualify and earn commissions for that opportunity. The Partner must maintain a written policy and ensure that it provides prospect information in compliance with applicable laws and regulations, as well as its own privacy policy.

b. Eligibility of Referrals: Opportunities must be registered, accepted, and validated in accordance with the “Lead Submission, Acceptance, and Validity” or “Shared Leads” sections. The Partner shall not be considered eligible to receive monetary compensation or any other type of compensation from TES if: (i) such compensation is prohibited or restricted by European Union laws or regulations, state laws or regulations, regional or local laws in Spain, or laws or regulations of the Partner’s jurisdiction; (ii) the applicable End User objects to or prohibits the inclusion of such compensation, or excludes it from their payments to TES or any of its affiliates; (iii) TES determines that the Partner’s actions have a negative impact on its image or affect its prospects or clients in connection with a specific transaction; (iv) the end user has paid or will pay the agreed commissions, referral fees, or other remuneration directly to the Partner; or (v) the end user is the Partner. In competitive situations with other partners, TES may opt to permit cross-selling or provide compensation for a referred and earned opportunity to the partner who secures the transaction with the end user, which could result in the opportunity not being compensated even if it has been registered.

c. TES Leads: TES may provide information about its own leads to the partner when it identifies that such prospect may be interested in the services offered by the Partner. TES may also extend this courtesy to other partners, even if they are pursuing the same TES lead. The Partner may utilize the information furnished about the TES lead solely for promoting and selling the services it offers and for no other purpose, except with the authorization of the TES lead. Immediately upon request from TES or the TES lead, Partner must cease all use of such information and remove it from its records. TES considers TES leads to be confidential information and must be treated in accordance with the “Confidentiality” section below.

d. Shared Leads: If TES and the Partner participate in the same sales process, resulting in the sale of a service to a prospect that would otherwise have been invalid due to reasons such as it not being registered, not being accepted, expiring, or exceeding capacity limit or other applicable limits, it is referred to as a “Shared Lead”. In such cases, if the Partner has an active commitment to such a shared lead, TES may, at its discretion, consider it a registered, accepted, and validated lead for the purposes of “Eligibility” mentioned above. TES may request the Partner to provide evidence of active engagement with the shared lead.

e. Interaction with Prospects and End Users: TES may engage directly with a prospect, lead, or end user (i) to facilitate cross-selling; (ii) to complete the implementation and onboarding process; (iii) to fulfill or enforce obligations under the agreement with such prospects; (iv) to provide assistance; (v) to conduct standard sales and marketing activities with prospects; (vi) to facilitate billing and collection of provided services; or (vii) in any other manner permitted by this Agreement. In any case, TES may seek the Partner’s cooperation in the interactions with the end user, and the Partner must provide the contact information of the prospect, while also identifying TES as the service provider. If a lead is invalid, TES reserves the right to retain it in its database and continue interacting with it. Upon request by TES, the Partner may participate in calls and communications with the end user to help close the opportunity, provide quality service, or manage the Partner Program. If, as a result of the interactions, a qualified transaction arises and the opportunity is closed, the end user will enter into a direct contract with TES to provide the contracted services.

EIGHTH.- This Agreement shall have an initial duration of twelve (12) months commencing from the signing date indicated in the header of the first page (referred to as the ‘initial duration period’) and shall be automatically renewed unless either party expresses their intention not to extend it, as outlined in the subsequent paragraph of this same clause.

Either party must communicate their desire not to renew this agreement to the other party at least thirty (30) days before the expiration date of the initial duration or, as applicable, any of its potential extensions.

Failure to provide the communication expressing the desire not to extend this agreement with the specified advance notice at the conclusion of the initial duration, or in the case of its potential extensions, shall result in the automatic extension of the agreement for successive periods of twelve (12) months.

NINTH.- Property rights.

a. Copyright of TES. This Agreement does not confer a software license. TES’ products and services are safeguarded by intellectual property laws, and they remain the exclusive property of TES. Ownership rights in TES’ products are expressly reserved by TES. The Partner undertakes not to copy, rent, lease, sell, distribute, or create derivative works, whether in whole or in part, based on TES’ content or products, through any means, except as explicitly authorized by TES in writing. TES, Transparent Edge, the TES jellyfish design, the TES logos, and other marks used from time to time are registered trademarks of TES and may not be utilized by the Partner without prior written consent, unless otherwise stipulated in this Agreement.

We encourage all customers and partners to share their feedback on TES’ products and services, provide suggestions for improvement, and endorse those they deem appropriate. The Partner acknowledges that all comments and suggestions are not confidential, and TES retains all rights to use and incorporate them into TES’ products without any compensation..

b. End user property rights. In the relationships between the Partner and the end user, the Partner reserves the right to access and utilize the end user portal associated with TES’ products and services, regardless of whether the Partner placed the order on behalf of the end user or made payments for the end user. The End User shall own and retain all rights to End User Data.

TENTH.- Confidentiality.

a. The receiving party shall. (i) safeguard the confidentiality of the disclosing party’s Confidential Information using the same level of care as it affords to its own Confidential Information, and in no event less than reasonable care; (ii) not employ the Disclosing Party’s Confidential Information for any purpose beyond the scope of this Agreement; (iii) not divulge the disclosing party’s Confidential Information to third parties; and (iv) restrict access to the Disclosing Party’s Confidential Information to its employees, contractors, and representatives who require access for purposes consistent with this Agreement and who have executed confidentiality agreements with the Receiving Party containing protections that are no less stringent than those set forth in this document.

b. The receiving party may disclose the Confidential Information of the disclosing party if required by European Union law, national, regional, or local law, statute, rule, or regulation, subpoena, or legal process of Spain; provided that (i) the receiving party promptly notifies the disclosing party of any request received to disclose confidential information, with advance notice sufficient to allow the disclosing party to challenge the request or obtain an appropriate court protective order or, if such notice is legally prohibited, the receiving party must disclose the minimum amount of confidential information mandated by law; and (ii) under no circumstances shall the receiving party disclose confidential information to any party other than a government agency, and only in compliance with a valid order of a competent court of law mandating such disclosure.

c. Injunctive relief. Each party acknowledges that unauthorized use or disclosure of the other party’s confidential information could result in irreparable harm. Consequently, each party agrees that the other party shall have the right to immediate relief in the event of any breach or threatened breach of the “Confidentiality” section of this Agreement, as well as the right to pursue any and all available legal or equitable remedies for such non-compliance.

d. Traffic of confidential information. Throughout the duration of this agreement with TES, the Partner, its management team, employees, and agents (collectively referred to as the ‘Partner Representatives’) may come into contact with non-public inside information about our company. The Partner Representatives understand that they may be deemed to have violated applicable laws if they gain any advantage from such information.

ELEVENTH.- Validity and termination.

a. Termination without justified cause. Either the Partner or TES may terminate this agreement with a written notice of at least thirty (30) days to the other party.

b. Termination due to changes in the agreement. If TES updates or replaces the terms of this agreement, the Partner may terminate without cause by providing a written notice within five (5) days, provided that the Partner delivers such notice within ten (10) days of receiving the update.

c. If the Partner continues to participate in the program and TES does not receive any notice as outlined in this section, all changes shall be considered accepted fifteen (15) days after the notice has been provided.

d. Termination for justified cause. TES may terminate this agreement, revoke acceptance of a referred opportunity, or suspend the Partner’s or end user’s access to TES products under the following circumstances: (i) thirty (30) days after issuing a notice of a significant breach if it remains unresolved at the end of that period; (ii) automatically within thirty (30) days of non-compliance with the program requirements applicable to Partner Referral; (iii) fifteen (15) days after giving notice of non-payment of any outstanding amount if it remains unpaid at the end of that period; (iv) immediately if the Partner becomes the subject of a bankruptcy petition or any other procedure related to insolvency, intervention, liquidation, or assignment for the benefit of creditors; (v) immediately if the Partner or the end user breaches the customer terms of service, including if the Partner fails to meet its payment obligations to TES or its affiliates or violates European Union laws or regulations, local, regional, state, or foreign laws; (vi) immediately if the Partner breaches its confidentiality obligations under this Agreement or infringes upon or misappropriates TES’ intellectual property rights; or (vii) immediately if TES determines that the Partner is acting or has acted in a manner that has had or could have adverse consequences for TES, its prospects, or clients.

e. Effects of termination. Termination of this Agreement for any reason does not affect the Partner’s subscription service or any subscription service purchased by the Partner on behalf of an end user. The purchase and use of subscription services are governed by the terms of service for customers. In other cases, termination of this agreement (i) without cause by TES or (ii) with cause by the Partner will not affect TES’ obligation to pay the Partner for commissions accrued up to the date of termination, provided that the respective payment by the end user is recognized by TES within thirty (30) days after the termination date. The Referring Partner will receive a final revenue-sharing payment at the end of the quarter in which the agreement is terminated, provided that the related payment is recognized by the end user. In the event of termination without cause by the Partner or for cause by TES, TES’ obligation to pay and the right to receive any income distribution from the Partner will cease on the date of such termination, irrespective of whether they might have been eligible to receive such income distribution before this date. Except as specified in this section, the Partner shall not be deemed eligible to receive a share of the proceeds after the termination of this agreement.

f. Upon termination, the Partner shall cease using and delete all TES leads and shared leads if they were provided by TES and if the Partner lacks the consent of those leads to continue using their data and information. Additionally, the leads shall not be considered valid, and TES may opt to retain them in its database and interact with them.

g. The Partner shall immediately discontinue the use of the TES trademark, remove all TES logos, symbols and references to this program from its website and other materials. Termination of this Agreement shall not affect any subscription agreement or end user agreement.

TWELFTH.- Declarations and guarantees of the partners.

The Partner represents and warrants that: (i) it possesses all necessary rights and permissions to provide lead data to us for our use in sales and marketing efforts, as specified in this agreement; (ii) its participation in this program will not contravene any of its existing agreements or arrangements; and (iii) it owns or holds adequate rights to use and grant TES the right to use the Partner’s marks.

THIRTEENTH.- Legal notices; limitations of liability.

a. Exclusion of Warranties. Except as stipulated in the “Performance Guarantee” section of the Customer Terms of Service, neither we nor our affiliates and agents make any representations or warranties regarding the suitability, reliability, availability, timeliness, security, accuracy, or completeness of TES products, data synchronized with or made available by TES, TES content, the partner program, optional programs, and the TES demo account, or consulting services for any purpose. TES application programming interfaces (APIs) and the demo account might not be available at all times. To the extent permitted by law, TES products, TES content, the program, optional programs, and the TES demo account are provided “as is” without any warranty or condition. We disclaim all warranties and conditions of any kind regarding TES products, TES content, the program, any add-on programs, and the TES demo account, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

b. Exclusion of indirect damages. Except for your liability under our obligations defined in the “Confidentiality” section and your liability for the breach of our intellectual property rights, and to the extent permitted by law, neither party shall be liable for consequential damages, punitive or incidental damages, including loss of profits or business opportunities.

c. Disclaimer. Notwithstanding other terms of this agreement, if TES is found to have any liability to the Partner or any third party, the parties agree that such total liability will be limited to the total amounts of the income distribution that you, the Partner, have obtained in the twelve (12) months prior to the event giving rise to a claim. This limitation shall apply irrespective of whether the action is in contract or tort, and irrespective of the theory of liability that applies.

d. TES Demo Account and Optional Programs. TES disclaims all liability regarding the TES demo account and any optional programs the Partner might use. TES does not guarantee the availability of the TES demo account or optional programs and may choose to make them available at its discretion.

FOURTEENTH.- Non-solicitation.

The Partner agrees not to intentionally recruit, for employment purposes, any of TES’ employees or contractors during the term of this agreement and for a period of twelve (12) months following the termination of this agreement. Both the Partner and TES acknowledge that (i) no public employment offer or other general recruitment offer not specifically directed at such individuals will be considered recruitment for the purposes of this provision; and (ii) this provision is not intended to limit the mobility of any of our employees or contractors.

FIFTEENTH.- General Provisions.

a. Modification; non-waiver. TES may update and change any part or all of this agreement, including replacing it in its entirety. If it does so, the updated document will be published at the following URL https://www.transparentedge.eu/en/partner-referral-agreement/ and a notification will be sent via the application portal or by email. The updated agreement will become effective and binding on the next business day after its publication. When modifying this Agreement, the “Last Modified” date above will be updated to reflect the date of the latest version. We recommend that you periodically review this agreement.

If the Partner does not agree to the upgrade or replacement, they may terminate their contract as described above.

No delay in exercising any right or remedy or failure to object shall constitute a waiver of such right or remedy or any other right or remedy. An occasional waiver shall not constitute a waiver of any future rights or remedies.

b. Applicable law. All matters related to this Agreement will be governed by the laws of Spain.

Any dispute arising from or relating to this agreement, including any question regarding its existence, validity, termination, interpretation, or execution, shall be definitively resolved by legal arbitration, administered by the Court of Arbitration of Madrid, in accordance with its Arbitration Regulations in force on the date of submission of the arbitration request. The Arbitration Court designated for this purpose shall consist of a single arbitrator, and the language of the arbitration will be Spanish.

c. Force Majeure. Neither party shall be liable for any failure or delay in performance if the cause is: an act of war, hostility, or sabotage; force majeure, power outage, internet, or telecommunications issues that are not caused by the defaulting party; government restrictions; or any other event beyond the reasonable control of the involved party. Each party shall use all reasonable efforts to mitigate the effect of a force majeure event.

d. Permitted actions. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of its form, arising out of or in connection with this agreement, may be brought by either party more than one (1) year after the cause of action.

e. Relationship between the parties. Both Partner and TES agree that no joint venture, professional relationship, employment, or agency relationship exists between them as a result of this agreement.

f. Compliance with applicable laws. The Partner shall comply with and ensure that any third party conducting referral or sales activities on its behalf complies with all applicable foreign and domestic laws, including, but not limited to, export laws, privacy regulations, and laws applicable to the shipping of unsolicited emails, government regulations, ordinances, and court administrative orders. The Partner shall not engage in any misleading, false, illegal, or unethical marketing activities or activities that may otherwise be harmful to TES, its clients, or the public.

g. Data processing. In accordance with the provisions of the Personal Data Protection regulations (RGPD and LOPDGDD), we inform you that the client’s data will be incorporated into the ownership processing system of TES with CIF B-85363141 and registered office located at CALLE CEDACEROS, 11 2ºE, 28014, MADRID. The purpose of this processing is to fulfill the commitments derived from the contract signed between both parties.

In compliance with current regulations, TES informs that the data will only be kept while the professional relationship is in force and will be deleted when they are no longer necessary for the purpose for which they were collected, without prejudice to the obligation to keep them blocked during the legally established period to meet requirements from the Public or Judicial Administration.

TES informs that the processing indicated in the previous paragraph is required for the execution of the contractual relationship between the Partner and TES.

With this clause, the client is informed that their data will be communicated, if necessary, to public administrations and to all those entities with which communication is necessary to fulfill the provision of the aforementioned service. Failure to provide the data to the aforementioned entities implies that the provision of the services object of this contract cannot be fulfilled. In any case, data access contracts will remain signed with those of these entities that have the status of Data Processors.

In no other case will they be communicated to third parties without prior consent of the Partner.

TES informs that it will process the data in a lawful, fair, transparent, adequate, relevant, limited, accurate and up-to-date manner. TES undertakes to take all reasonable measures to ensure that data are deleted or rectified without delay when they are inaccurate.

In accordance with the rights conferred by current data protection regulations, the Partner may exercise the rights of access, rectification, deletion, opposition, limitation of processing and portability of their personal data, as well as revoke the consent given to process them, by directing its request to the TES postal address indicated above or to the email address dpo@transparentedge.eu

Furthermore, we inform you that you can contact the Data Protection Officer of TES, by writing to the email address dpo@transparentedge.eu.

The Partner may contact the competent Control Authority to present a claim that it considers appropriate.

Lastly, by executing this agreement the Partner grants explicit consent to TES for the processing of the data mentioned above.

h. Divisibility. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the aforementioned or unenforceable provision will be deemed superseded by a valid, enforceable provision that best reflects the intent of the original provision, and the remainder of this agreement will continue in force.

i. Notifications. Notice will be sent to the contact address set forth in this agreement (and as changed by notice to the other party) and will be deemed given on the date of actual receipt.

For TES S.L.: TES S.L., Calle Cedaceros, 11 2-E, 28014, Madrid, Spain.

For Partner: Your address, as indicated in your TES’ portal account information. TES may send electronic notifications through a general notification in the app on its portal and may also send them specifically to the Partner by email, to the email address(es) registered in the account information and may also notify via telephone calls to the telephone numbers listed in the account information records. The Partner must keep all information in their TES account up to date.

j. Entirety of the Agreement. This document constitutes the entire agreement and supersedes all other agreements and proposals (including all prior versions of this document) between TES and the Partner, whether electronic, oral or written. TES objects to and rejects any additional or different terms proposed by the Partner, including those contained in the purchase order, acceptance, or website. TES’ obligations are not contingent upon the delivery of any future functionality or features of TES products, nor are they dependent on any oral or written public comments regarding future functionality or features of TES products. It is the express wish of both parties that this agreement and all related documents be drafted in Spanish. The parties may agree to draft versions of this agreement in languages other than Spanish. If so, the Spanish version of this agreement will govern their relationship, and the translated version will be provided solely for convenience and will not be construed as a modification of the Spanish version of this agreement.

k. Assignment. The Partner shall not assign or transfer this Agreement, including any assignment or transfer by merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without the prior written consent of TES. TES may assign this agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

l. No third party beneficiaries. Nothing in this Agreement, express or implied, is intended to or does confer upon any person or entity (other than the parties to this Agreement) any right, benefit, or remedy of any nature or under nor by reason of this agreement.

m. Licensing. TES grants only the rights and licenses expressly set forth in this agreement and the Partner receives no other rights or licenses with respect to TES, TES products, its trademarks, or any other property or rights in the same.

n. TES Sales. This agreement shall in no way limit TES’ right to sell TES products directly or indirectly to any current or prospective customer.

o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this agreement and that this agreement is binding on such party and enforceable in accordance with its terms.

p. Validity. The following sections shall survive the termination of this Agreement: “Proprietary Rights,” “Confidentiality,” “Effects of Termination,” “Liability Disclaimer,” “Non-solicitation,” and “General Provisions”.

Last updated: February, 2024