eSIM Technology Partner Terms and Conditions
Referral Terms and Conditions
In this Agreement, when we say you or your we mean the taxi operator who has accepted the terms of this Agreement. When we say we, us, or our, we mean M2M Data Connect Limited, a company registered in England and Wales with company registration number 11139469, whose registered address is 112-114 Witton Street, Northwich, Cheshire, England, CW9 5NW.
This Agreement is entered into between us and you, together the Parties and each a Party
1. Acceptance and Term
1.1 You accept the terms of this Agreement by checking the box or clicking ‘I Accept’. By doing so, you acknowledge that you have read, understood and agree to be bound by this Agreement, and your acceptance constitutes valid and binding execution of this Agreement.
1.2 This Agreement applies from the date you accept the terms of the Agreement until the date on which this Agreement is terminated (Term).
2. Referrals
2.1 You agree to provide Referrals to us by sharing with your drivers the unique referral code issued to you by us (Referral Code) and the link or WhatsApp contact details provided to you by us from time to time (Referral Process).
2.2 During the Term, you agree to (and to the extent applicable, ensure that your Personnel agree to):
- use your best efforts to introduce Referrals to us in accordance with the Referral Process;
- comply with this Agreement, all applicable Laws, and our reasonable requests; and
- conduct business in a manner that reflects favourably on us, including by not making any false or misleading representations about our business.
2.3 A Referral will only be valid for the purposes of calculating the Referral Fee where the driver referred to us by you uses the Referral Code at the point of entering into a Commercial Transaction with us. We may update the referral link or WhatsApp contact details by written notice to you, and we reserve the right to deactivate your Referral Code if this Agreement is terminated or expires, following which no further Referral Fees will accrue.
2.4 We may reject any Referral that already has an existing contractual relationship with us.
2.5 If you become aware of any actual or potential conflict of interest between this Agreement and any other work you are undertaking, you agree to inform us in writing and take reasonable steps to resolve the conflict.
2.6 You have no authority or right to enter into any contracts, instruments or commitments in our name, or on our behalf, or to bind us to any legal arrangement with a Referral.
2.7 Nothing in this Agreement creates an exclusive relationship between the Parties, and either Party may during the Term enter into a referral arrangement with any other third party.
3. Payments and Reporting
3.1 Promptly following:
- the end of each calendar month during the Term; and
- the last day of the Term,
we agree to provide you with a written statement setting out the details of all Referrals accepted by us and not rejected under clause 2.4, and any applicable Referral Fees payable by us to you, for the immediately preceding period (Sales Report).
3.2 Following receipt of our Sales Report, you must invoice us for the applicable Referral Fees. We agree to make payment within 30 days of the date of the invoice raised by you following receipt of the relevant Sales Report (Payment Terms). We will only make payment (in accordance with the Payment Terms) on invoices that contain your details and an itemised description of the Referrals provided and the amounts to be paid.
3.3 You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us under this Agreement.
4. Support Services
You agree to handle initial enquiries and general questions from Referrals relating to our connectivity service. Where an issue cannot be resolved by you, you agree to submit a support ticket to us at [email protected] on the Referral’s behalf.
5. Warranties and Representations
5.1 Each Party represents and warrants that:
- it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;
- this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
- all information and documentation that it provides to the other Party in connection with this Agreement is true, correct and complete; and
- no insolvency events (including bankruptcy, receivership, administration, liquidation or creditors’ schemes of arrangement) affecting it or its property are occurring or are likely to occur.
6. Intellectual Property
6.1 As between the Parties:
- we own all Intellectual Property Rights in Our Materials;
- you own all Intellectual Property Rights in Your Materials; and
- nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
6.2 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the Term, to use Our Materials that we provide to you, solely for your use to refer Referrals to us, as contemplated by this Agreement.
6.3 This clause 6 will survive termination or expiry of this Agreement.
7. Confidential Information
7.1 Subject to clause 7.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.
7.2 Clause 7.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 7.1.
7.3 This clause 7 will survive the termination of this Agreement.
8. Liability
8.1 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation.
8.2 A Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss.
8.3 This clause 8 will survive the termination or expiry of this Agreement.
9. Term and Termination
9.1 This Agreement will operate for the Term.
9.2 Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party.
9.3 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
- the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
- the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
9.4 Upon expiry or termination of this Agreement:
- you will immediately cease providing Referrals to us;
- subject to clause 3.3, we will pay you any outstanding Referral Fees;
- by us pursuant to clause 9.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
- each Party may retain a single copy of the other Party’s information only to the extent required by Law, provided that each Party handles the other Party’s information in accordance with clause 7.
9.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
9.6 This clause 9 will survive the termination or expiry of this Agreement.
10. General
10.1 Amendment: We may amend this Agreement at any time by providing you with not less than 30 days’ written notice of the proposed changes. Your continued participation in the Referral Process following the expiry of that notice period will constitute your acceptance of the amended terms. If you do not accept the proposed changes, you may terminate this Agreement in accordance with clause 9.2 before expiry of the notice period.
10.2 Anti-Bribery: You must comply with all anti-bribery and anti-corruption laws (including the Bribery Act 2010), maintain adequate policies to prevent bribery or corruption, not cause us to breach such laws, and promptly notify us in writing of any breach of such laws.
10.3 Assignment: A Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
10.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
10.5 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, then.
- where you are incorporated or a resident in England in Wales, then either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties; or
- where you are not incorporated or a resident in England in Wales, then either Party may refer the matter to arbitration administered by the London Court of International Arbitration (LCIA) with such arbitration to be conducted in Northwich, England, in English and in accordance with the LCIA Rules. The costs of the arbitration will be shared equally between the Parties and the determination of the arbitrator will be final and binding on the parties.
Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. This clause will survive termination or expiry of this Agreement.
10.6 Entire Agreement: This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
10.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
- as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
- uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
10.8 Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
10.9 Governing Law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
10.10 Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in the Onboarding Form, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
10.11 Privacy: Each Party agrees to comply with the Data Protection Act 2018 and any other applicable legislation or privacy guidelines in respect of any Referral personal data. Each Party shall be considered as an independent controller (for the purposes of the Data Protection Act 2018) when dealing with Referral personal data.
10.12 Publicity: Despite clause 7, each Party may advertise or publicise the existence and broad nature of the referral relationship between the Parties. However, a Party must not reveal the amount of Referral Fees generated under this Agreement unless required by Law.
10.13 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
10.14 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
10.15 Subcontracting: You may not subcontract any part of the Referral Process without our prior written consent. You agree that any approval to subcontract given by us does not discharge you from any liability under this Agreement and that you are liable for the acts and omissions of your subcontractor.
10.16 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.
11. Definitions
In this Agreement, unless the context otherwise requires:
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.
Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and bank holidays.
Commencement Date means the date on which the terms of this Agreement are accepted in accordance with clause 1.1.
Commercial Transaction means the purchase of connectivity products or services by a Referral from us.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Gross Revenue means the total amount paid by a Referral to us in respect of a Commercial Transaction, excluding VAT and any other applicable taxes.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Onboarding Form means the online registration form completed by you prior to your acceptance of this Agreement, through which you provide your details and agree to be bound by the terms of this Agreement.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes Your Materials.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but does not include the other Party.
Referral means a driver referred by you to us for the purpose of that driver entering into a Commercial Transaction with us.
Referral Fee means an amount equal to 10% of the Gross Revenue derived from each Commercial Transaction entered into between us and a Referral who used the Referral Code at the point of purchase.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials.
12. Interpretation
In this Agreement, unless the context otherwise requires:
- a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
- a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
- a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;
- a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns;
- a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
- words like “including” and “for example” are not words of limitation;
- a reference to time is to local time in England; and
- a reference to £ or pounds refers to the currency of the United Kingdom from time to time.