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Referral Program Terms & Conditions
Thank you for choosing Accuratica as your preferred technology consultancy provider. This Accuratica Referral Program Agreement, including any additional document hereto and any terms incorporated herein by reference (“Agreement”) is entered into by Accuratica, Inc. (“Accuratica, we, us”) and the referring party executing this Agreement (“Referrer, you”). This Agreement governs Referrer’s participation in this Referral Program described herein (the “Program”). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of this Agreement. If you do not have legal authority to enter into this Agreement or do not agree to these terms, please do not submit any referral data to Accuratica.
This Agreement is effective between Referrer and Accuratica as of the date Referrer electronically accepts this Agreement – when the Referral form here https://accuratica.com/referral-program/ is submited by Referrer to Accuratica.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
1.1 “Eligible Referee” is an eligible net new customer lead for the direct purchase of Accuratica’s services, such as, but not limited to: Technology Consulting, Technology Strategy, Interim CxO, and solutions, such as, but not limited to: Cloud Migration, Bespoke Software Development, Systems Integration, Software Evaluation & Selection, Online Presence, Digital Transformation, directly from us, excluding Ineligible Referees.
1.2 “Ineligible Referees” are government officials, government owned or -controlled entities and any of their employees, political parties and candidates, Services customers of resellers, any other individuals or entities already in Accuratica’s systems, and Accuratica representatives, agents or employees
1.3 “Accuratica’s consulting services and solutions” are the services generally sold by Accuratica fully described in its website here: https://accuratica.com/. It’s web addresses and services descriptions (including the branding of such services), may be updated by Accuratica from time to time without notice.
1.4 “Referral Fees” are the fees to be paid by Accuratica to Referrer for Eligible Referrals that result in signed contracts followed by the project executions. It’s the exact amount of 10% (ten percent) of the project’s net total cost of services (invoice value less taxes, materials, and any extraordinary expenses). It is paid by Accuratica to Referrer in the same pace Accuratica collects payments from the Referee based on the monthly net invoice value that the referee is invoiced (less taxes, materials, and any extraordinary expenses). All payments to the referrer are made 10 (ten) business days after the funds are cleared. The Referral Fee is a one-time benefit, meaning that if the Referee decides to engage in future projects with Accuratica, the Referrer is not entitled to receive anything from Accuratica.
1.5 “Incentives” are promotion discounts, or other incentives for use by the Referee when referred by Referrer. It’s the exact amount of 10% (ten percent) of the project’s net total cost (invoice value less taxes, materials, or any extraordinary expenses). It is a one-time benefit redeemable for use in a future project with Accuratica.
1.6 “Referrer” of this Program is any independent person or entity, with no work or business relationship with Accuratica that voluntarily participates in the program by referring eligible Referees to Accuratica. The Referrer must be a US lawful resident or US Citizen or a company with primary place of business in the United States that is a business, entity, or other individual with a valid tax ID number, but may not include (i) government officials, government owned or -controlled entities and any of their employees, (ii) political parties and candidates, and (iii) partners, representatives, agents, or employees of Accuratica.
1.7 “Referee” is a new customer lead (person, company, or project) for Services submitted by Referrer, via the Referral Program Form here: https://accuratica.com/referral-program/ to Accuratica.
1.8 “Territory” is limited to the geographic region where Accuratica provide services – the Continental United States: The contiguous 49 States (including Alaska, excluding Hawaii) located on the continent of North America, and the District of Columbia.
2. Purpose; Requirements.
The Referral Program is a voluntary business arrangement with the intent of profiting financially that involves three parties – Referrer, Accuratica, and Referee. In compliance with this Agreement, (i) Referrer will refer Accuratica’s Services and Solutions only to Eligible Referees whose principal place of business is located in the Territory. (ii) Referrer will not market Accuratica’s Services and Solutions to any Ineligible Referees. (iii) Accuratica will provide a Referral Form here: https://accuratica.com/referral-program/ for the sole purpose of submitting Eligible Referee’s information to Accuratica.
2.1 The Referee must know and agree to be referred by Referrer to Accuratica prior to the Referral Form submission. If Referee states that it was unaware of the Referral Program and its participation, the Referral is deemed void and null, and the Referrer will not receive the Referral Fees.
2.2 Referrer may refer Accuratica’s Services and Solutions to more than one person, company, or project, however, the Referral Fees will be paid only to the first project that Referee contracts from Accuratica. The same applies to the Incentives that Accuratica give to Referee.
2.3 The mere submission of the Referee’s information through the Referral Form does not constitute an obligation of Accuratica to the Referrer unless the referral results in a signed contract followed by project execution and service payment under this Agreement. Accuratica will also issue financial Incentives to Referee in accordance with this Agreement.
In addition to any legal requirements in this Agreement, Referrer expressly agrees to comply with the following:
3.1 Anti-Bribery Laws and Reporting. Referrer will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Referrer will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Referrer becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Referrer will report the suspicious or fraudulent activity to Accuratica within 24 hours of identifying the suspicious or fraudulent activity via Accuratica’s contact page here: https://accuratica.com/contact/.
4 Acceptable Use Policy.
Referrer will not send, post, transmit or otherwise use any Accuratica provided content, including the Accuratica’s name or its Services and Solutions, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
Referrer represents, warrants and certifies to Accuratica that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in this Program; (iii) each Referral submitted by Referrer will be reasonably made in good faith as an Eligible Referral; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 3 above.
6. Termination and Modification of Terms.
Accuratica may at any time and in its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, this Agreement, Incentives (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Referrer’s account, and/or terminate Referrer’s participation in the Program in its entirety.
7. Intellectual Property Rights.
Subject to the terms and conditions of the Agreement, Accuratica does not grant to Referrer any right to use, display, or disclose its name, web address, or logotype in any form.
8.1 Referral Fees. Accuratica will pay Referral Referral Fees for each Eligible Referee that results in a signed contract followed by execution.
8.2 Accuratica reserves the right, in its sole discretion not to pay any Referral Fees to Referrer where Accuratica determines its actions are not consistent with the intent of this Program.
8.3 Payment Process. In order for Referrer to receive any Referral Fees Referrer must first send a W-9 form as required by Accuratica and maintain a valid banking account within the Territory. Accuratica will pay Referrer the Referral Fees in the form of a direct deposit in U.S. dollars to the banking account as indicated by Referrer. The Referral Fees above are exclusive of taxes, and Accuratica might withhold or charge taxes if determined by law.
8.4 Referral fees will be issued to Referrer on a monthly basis, or on the same pace Accuratica collects payments from the Referee based on the contract signed.
8.5 Referrer is solely responsible for ensuring its account information is accurate and current. Accuratica will not be responsible for any payments not received due to Referrer failing to provide accurate and complete account information for payment, or any other relevant or required information.
8.6 Accuratica reserves the right, in its sole discretion, to change the terms and conditions of the payment process to Referrer.
9. Term; Termination.
The Term will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all rights granted will terminate and Referrer will have no more rights. In the event of a termination, Referrer will only receive Referral Fees that were earned in full for payments made by Referee that occurred prior to the effective termination date.
Referrer may not disclose the terms, conditions or existence of any non-public aspect of this Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
11. Disclaimers; Limitation of Liability.
EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS PROGRAM AND THE REFERRAL FORM ARE PROVIDED “AS IS” AND AT REFERRER’S OPTION AND RISK AND ACCURATICA DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (i) BREACHES OF SECTION 2; (ii) BREACHES OF SECTION 7; AND (iii) SECTION 12, TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY ACCURATICA TO PARTICIPANT UNDER THIS AGREEMENT 1 (ONE) MONTH BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
Referrer will defend, indemnify and hold harmless Accuratica, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Referrer’s participation in the Program; (b) Referrer’s breach of any representation or warranty in this Agreement.
13. Representations and Warranties.
Referrer warrants that (a) Referrer will use information provided by Accuratica in a manner that complies with applicable law; (b) Referrer will clearly and conspicuously inform the Referee the applicable terms and conditions for Incentives provided in accordance with this Agreement; and (c) Referrer will conduct all activities in furtherance of this Agreement in accordance with applicable law.
14 Governing Law.
ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED ACCURATICA SERVICES OR SOLUTIONS (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) (“Dispute”) WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, USA.
15 Arbitration and Disputes.
The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, any Dispute arising out or relating to the subject matter of this agreement, will be litigated exclusively in the Federal Court or State Court of the Dade County, Florida, USA, and the parties consent to personal jurisdiction in those courts.
All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 5, 8, 9, 10, 11, 12, 13, 14, 15 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).
Last updated: January 1, 2021