TERMS & CONDITIONS
DAKTELA REFERRAL PROGRAM (EFFECTIVE JANUARY 31, 2021)
By clicking the “join” button displayed as part of the signup process, you agree to the following terms and conditions (the “agreement”) governing your application to the daktela referral program (the “program”). In the event daktela s.r.o. accepts your application to the program, you agree that the following terms and conditions shall apply.If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not click the “i accept” button and may not participate in the program. The “effective date” of this agreement shall be the date of your acceptance.
This Daktela Referral Agreement (the “Agreement”) is entered into as of the “Effective Date” provided by Daktela s.r.o. (the “Company”), based on the acceptance of this Referral Agreement. This Agreement is not effective unless and until the Company notifies you in writing (in electronic form/via email) that you have been accepted into the Program.
WHEREAS both parties wish to enter into this non-exclusive Agreement in order to facilitate the distribution of Daktela hosted PBX and Cloud Communications technology products and services.
NOW, THEREFORE, in consideration of the mutual covenants and representations, and subject to the conditions herein contained, the parties hereto agree as follows:
1. Engagement as Referring Agent. The Company hereby engages Referring Agent and the Referring Agent hereby accepts this engagement with the Company, on the terms and subject to the conditions hereinafter set forth, to act as a non-exclusive agent for referring prospective customers to Daktela s.r.o.
2. Customer Specific Referral Agreements. Each referral provided by the Referring Agent that is accepted by the Company and converted into a Customer shall be subject to a Customer Specific Referral Agreement.
3. OTerm. This Agreement shall commence upon the Effective Date and continue for a period of twelve months, unless terminated earlier by either party in accordance with the terms and conditions of this Agreement. After twelve months, this Agreement shall automatically renew on an annual basis. The individual Customer Specific Channel Agreements (the “Sub-Agreements”) shall survive the termination of this Agreement and remain in effect for the specific terms agreed to in each Sub Agreement and subject to the provision that the Channel Agent’s customer is still an active user of the Daktela hosted PBX and Cloud Communications technology products and services at the time this Agreement terminates.
4. Fee. Unless a different channel fee is stated in a specific Sub-Agreement, in consideration for channel agent’s customer, the Company shall pay Referral Agent a channel fee (“Referral Agent Fee”) equal to:
a) 15% of the “monthly licenses fee”. Percentages are based on the “monthly licenses fee” actually collected and received by the Company from customer. In no event shall any fees be owed beyond the term of the contractual agreement between Daktela and the customer.
b) The Referral Agent Fees shall be paid for the active contractual period of the term of the hosted services agreement with customer.
c) The Referral Agent Fee shall be due and payable for the monthly licenses fee ordered by the customer when the hosted services agreement is first entered into by customer and Daktela. In the event additional licenses are ordered by an existing channel customer within first three months, the channel agent fee applied to those additional licenses shall follow the same formula detailed in Section 4a. In the event that seats are discontinued at any time, the channel agent fee applied to any and all remaining licenses shall follow the same formula detailed in Section 4a.
d) No Referral Agent Fee shall be due, owing or payable for any set-up fees, professional services and support work, local or long-distance charges, telco charges or any other amounts charged by the Company to customer.
e) All Referral Agent Fees shall be due and payable to Referral Agent within 30 days of the date the Company actually receives payment from customer for the ordered monthly licenses fees for which the Channel Agent Fee is due. No Channel Agent Fees shall be due on outstanding or unpaid customer invoices.
5. “Monthly licenses fees” shall mean only monthly license fees actually collected by the Company after deduction of any taxes, charge-backs, discounts, refunds, tariffs and other extraordinary charges.
6. Special Incentive Promotions. The Company may from time to time offer special incentive promotions to its Referring Agents. As an approved Referring Agent, you will automatically qualify to participate in the Special Incentive Promotions. Such promotions will be governed by their own terms and conditions and may require additional information or action from you in order to qualify for the particular incentives being offered.
7. Company Discretion. The Company has the right, in its sole and absolute discretion, to determine whether and on what terms it will enter into an agreement or modify an existing agreement with the prospective customer and whether to accept or reject or terminate any agreement with the customer. If the Company declines to enter into an agreement with the prospective customer, the Company shall have no obligation to Referring Agent hereunder with respect to such customer or regarding any agreement with such customer that occurs three (3) months after termination of this Agreement.
8. Obligations of the Parties. Referring Agent’s sole obligation under this Agreement is to introduce the Company to prospective customers via phone or electronic mail and, if requested by the Company, to set up a meeting between a prospective customer and Company. The Company may further request that Referring Agent participate in the sales process, but any such participation shall be solely at the direction of the Company’s designated sales personnel. The Company shall be solely responsible for providing and maintaining the hosted service and performing billing, collection and support functions for the customers.
9. Relationship Between The Parties. Referring Agent shall operate as an independent contractor and shall not act as, or be, an agent, employee, partner or joint venturer of the Company. Referring Agent shall in no way have authority to bind or obligate the Company in any respect.
10. Compliance With All Laws. Referring Agent shall perform the services provided herein in compliance with all applicable laws, rules, and regulations.
11. Termination. This Agreement automatically renews twelve months from the Effective Date unless (i) terminated earlier by the Company for cause or (ii) Referring Agent enters into a subsequent Channel Partner Agreement with the Company,or Strategic Partner Agreement with the Company, either in writing or electronically, in which case this Agreement will automatically terminate upon the effective date of such subsequents partner agreements. Termination for cause shall include, but is not limited to, breaches of confidentiality or disclosures of proprietary information to third parties including direct competitors of the Company; or intentional misrepresentations or fraudulent actions or statements by Referring Agent as to Company’s products, services, pricing, terms or any other aspect of the Company’s business to prospective customers or to any third-party. The termination of this Agreement shall be limited to the Referring Agent’s engagement under this Agreement; individual Sub-Agreements entered into pursuant to this Agreement shall remain in effect and shall be governed by the terms of the specific Sub-Agreement.
12. Miscellaneous. This Agreement and the individual Sub-Agreements entered into pursuant to this Agreement constitute the entire Agreement between the Company and Referring Agent and supersedes all prior agreements between the parties, whether oral or written, and may only be amended by (i) a writing signed by both parties, (ii) Referring Agent’s electronic acceptance of an amendment to this Agreement or (iii) Referring Agent entering into a subsequent agreement with the Company, either in writing or electronically, which specifically amends this Agreement. In the event of any conflict between this Agreement and an individual Sub-Agreement, the individual Sub-Agreement will control. For the avoidance of doubt, if there are terms and conditions in this Agreement regarding subjects on which an individual Sub-Agreement is silent, such silence will not constitute a conflict and the terms and conditions in this Agreement will control. This Agreement shall be governed by and construed under the laws of the Czech Republicwithout regard to its conflict of law rules. Any notice or other communication required or permitted to be given by either party shall be given in writing either personally or by mail, postage prepaid, addressed to the other party at the address shown below such party’s signature hereto or to such other address as either party shall indicate by proper notice to the other in the same manner as provided above. All notices will be deemed effective either upon receipt or ten (10) business days after mailing in accordance with the above provisions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be amended only by a writing executed by the parties hereto and the observance of any term of this Agreement by a party hereto may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the other party. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision, or such portion of such provision as may be necessary, shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be thereafter enforceable in accordance with its terms.