Channel Partner agreement - Business Referrals
This Agreement (the “Agreement”) is a Channel Partner agreement between Holdex and the Channel Partner (collectively the “Parties”) and is made in good faith. By agreeing, you accept to be bound by its terms.
By accepting these terms, the Channel Partner agrees to receive such non-exclusive appointment and to provide the following service (“Service”):
- Refer potential customers (“Qualified Referral”) to Holdex
The Channel Partner shall earn a referral commission (“Commission”) based on the revenue generated via the Service.
- Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- A reference to writing or written includes email.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Commencement and duration
This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with Clause “Termination”, until either party gives to the other party thirty (30) days’ notice to terminate.
- Channel Partners are individuals or legal entities which are users of Holdex and have agreed to perform the Services as defined in the Special Terms in exchange for a Commission.
- The Channel Partner shall be entitled to a Commission only upon delivery of the Service and based on the Payment terms outlined in Payment.
- The Channel Partner recognizes that Holdex has proprietary relationships with the Customers. The Channel Partner agrees not to knowingly circumvent Holdex' relationship with the Customers, or otherwise obtain, directly or indirectly, services similar to those performed by Holdex or such Customers hereunder, from any Customers that is known, or should reasonably be known, by Customers to have such a relationship with Holdex. Failure to comply with this section may, at Holdex’ discretion and without limiting or excluding other remedies that may be available to Holdex (all such other remedies being expressly reserved), result in immediate termination of the Agreement.
- The Channel Partner may only utilize the Holdex’s logo, trademark or other service mark (“Holdex Marks”) as provided by Holdex and only in connection with the delivery of the Service. The Channel Partner shall not under any circumstances rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Holdex Marks outside the scope of the Service without written authorisation by Holdex.
- On or around the last business day of every month, Holdex will provide in writing to the Channel Partner a breakdown of the Commission payable along with any relevant supporting data.
- When the Channel Partner is satisfied with the accuracy of the breakdown, the Channel Partner will provide Holdex with an invoice for the total amount of the Commission.
- Where the Channel Partner is not satisfied with the accuracy of the breakdown this must be communicated to the Holdex within two (2) working days. Should the Channel Partner fail to deliver such notice within the aforementioned period or in full, the breakdown shall be considered as accepted.
Both parties will make reasonable efforts to resolve any discrepancies or inaccuracies, but the final determination shall belong to the Holdex.
- The Parties shall agree on frequency of Commission payments and acceptance of fiat or cryptocurrencies payments by mutual agreement.
- Holdex will make reasonable efforts to settle the invoice within fourteen (14) days of receipt of the invoice.
- If Holdex does not pay the amount due in accordance with clause 4.5, the Channel Partner may charge interest on the overdue sum accruing each day at 2% a year.
- For cryptocurrency exchange rate, if applicable, Parties shall refer to the applicable exchange rate published by on its website at https://www.kraken.com/prices by default unless otherwise agreed. For fiat currencies parties should use mid-market rate provided by xe.com on its website https://www.xe.com at the time of payment.
Representations and Warranties
- The Channel Partner makes the representations set out in this clause on the date of this Agreement.
- The Channel Partner represents and warrants that he has not in any way misrepresented, or given misleading information in respect of Holdex or its Customers or its Users to the Qualified Referral or any other party in connection with the Service.
- The Channel Partner represents and warrants that the information provided to Holdex about the Qualified Referral is accurate and that the Qualified Referral does not carry out any illegal activity or any other activity that may bring Holdex into disrepute.
- Any breach of this clause will entitle Holdex to terminate this Agreement immediately without notice.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with clause 7; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
Without affecting any other right or remedy available to it, either party may terminate this Agreement at any time upon thirty (30) days’ written notice.
- Holdex may terminate this Agreement with immediate effect by giving written notice to the Channel Partner if:
- the Channel Partner commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified to do so;
- the Channel Partner repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Channel Partner (being a company); or
- the Channel Partner suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Consequences of termination
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
No party shall make, or permit any person to make any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
- This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
The party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by Holdex arising out of or in connection with this Agreement and from a breach of any representation made by the Channel Partner pursuant to Representations..
Except as expressly provided in this Agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
- A force majeure event shall include such events as an act of God, fire, flood, typhoon, storm, war, riot, civil unrest, act of terrorism, strikes, industrial disputes, outbreak of epidemic or pandemic illness, failure of utility service or transportation.
- If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving one (1) week of written notice to the affected party.
Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
- If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail.
- Any notice given under or in connection with this Agreement shall be in the English language.
No partnership or agency
- Nothing in this Agreement 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.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
- All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient at its address set out above, or as otherwise directed by the recipient by notice given in accordance with this clause.
- Notices shall be delivered by hand or sent by email, registered post or courier. If delivered by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by email, on the date of transmission, and if sent by registered post, five (5) days after being posted.
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
Have questions? Contact us at firstname.lastname@example.org for any query regarding these terms.