Referral Terms
"Amigo" is provided by Core Communication Retail Limited, a company incorporated in England and Wales under company number 08301089 and having its registered office at 956 Buckingham Avenue, Slough SL1 4NL (“Amigo”)
By referring customers to Amigo, the referrer ("Sales Affiliate") agrees to these eSIM Referral Terms ("Terms")
1. Term and scope
These Terms apply from when the Sales Affiliate starts to promote Amigo Services by referring customers to one of Amigo's websites, apps or other media with the intention that such customers purchase an Amigo eSIM (a "Referral").
Amigo eSIMs consist of all eSims marketed under the Amigo brand, including those provided by Mobile Network Operators ("MNOs").
Sales Affiliate may terminate by choosing to stop promoting Amigo eSIMs at any time.
Amigo may at any time choose not to deal with Sales Affiliate and/or may restrict the Amigo Services which Sales Affiliate may promote.
2. Referrals
Amigo will provide the Sales Affiliate with various media including but not limited to: bespoke QR codes; web links; web banners by which Sales Affiliate may introduce Customers to Amigo; such that Amigo can track and attribute to Sales Affiliate the origination of such Referrals.
Referrals will be tracked by Amigo's systems and will only be registered as a Referral by this means. Other than manifest error, the data from Amigo's systems will be considered final with respect to the tracking of Referrals. It should be noted that on occasion, customer privacy settings or other actions may prevent the tracking of a Referral.
3. Sales Affiliate obligations
During the Term, the Sales Affiliate shall:
1. comply with applicable law and regulations;
2. comply with any MNO requirements that Amigo may reasonably communicate to Sales Affiliate;
3. act properly and in good faith towards Amigo;
4. promote the distribution and sale of Amigo eSIMs;
5. act reasonably and in good faith when addressing any issues relating to marketing compliance highlighted by Amigo to the Sales Affiliate;
6. provide Amigo with all such information and assistance as may be required by Amigo, its suppliers and/or the MNOs;
During the Term, the Sales Affiliate shall not
1. unless authorised by Amigo, give any condition or warranty on Amigo's behalf and/or make any representation on Amigo's behalf and/or commit Amigo to any contracts and/or make any promises or guarantees about the Amigo eSIMss beyond those contained in the promotional material supplied by Amigo; and/or
2. misrepresent the Amigo Services in any way and/or engage in dishonest misleading, deceptive and/or fraudulent conduct in respect of the distribution and/or sale of the Amigo eSIMs.
4. Commission
a. Commission on Referrals will be paid monthly in arrears at the rate of 20% of the initial customer value. Within 10 days of the end of the Calendar month, Amigo shall provide the Sales Affiliate with a statement of commission due and will make payment to the bank account specified by the Sales Affiliate in US Dollars (USD) or the currency specified by the Sales Affiliate. Payments will only be made by bank transfer to a recognised business bank account. Amigo may request evidence of control of such accounts to avoid misappropriation of commission and/or to comply with anti money laundering legislation.
b. Where Customer payments are made to Amigo in a currency other than that specified above, Amigo will use the appropriate month end exchange rate to calculate the commission due to the Sales Affiliate.
c. Amigo has the right to amend the commission rate on the provision of written notice to the Sales Affiliate.
d.A minimum payment threshold of USD100 (or equivalent if commission is to be paid in an alternative currency) applies below which commission will not be paid in the month, but will be held until the total amount of commission owing to the Sales Affiliate is USD100 or greater.
e.Where payment is to be made to a non-UK bank account, charges may be levied by the receiving bank. Amigo is not responsible for any charged levied by the Sales Affiliate's bank.
f. If Amigo has reasonable grounds to suspect inappropriate or fraudulent activity by the Sales Affiliate and/or its staff and/or customers, in respect of one or more Referrals made by the Sales Affiliate, then in respect of those Referrals only, Amigo shall suspend the payment of the corresponding Sales Affiliate Commissions due in respect of the customers suspected of such behaviour pending further investigation, which Amigo shall carry out and conclude as promptly and as fairly as possible. If upon further investigation activity is found that could reasonably be seen as inappropriate or fraudulent, then:
1. Amigo shall not be obliged to pay any Sales Affiliate Commissions in relation to these Referrals
2. the Sales Affiliate shall refund to Amigo all Sales Affiliate Commissions in relation to any Referrals proven to have been affected; and
3. any affected eSIMs profiles may be suspended.
g. If Sales Affiliate wishes to raise a dispute in relation to any Referral, it shall do so in writing within seven days setting out all relevant information. Amigo shall investigate in good faith and communicate its resolution to Sales Affiliate. Amigo’s resolution of the dispute shall be final.
5. Other
a. References to applicable law and regulation shall be to such law and regulations as amended, updated and/or otherwise in force from time to time.
b. Commission is calculated on the total initial customer value, including VAT if applicable. Commission is paid only on the referred transaction, not each subsequent transaction by a customer..
c. The Commission paid by Amigo to the Sales Affiliate is paid inclusive of any VAT or other sales tax for which the Sales Affiliate is obliged to account. The Sales Affiliate is exclusively responsible for all adherence to VAT or other sales or related taxes and indemnifies Core for any breaches of applicable tax regulations. Where VAT is due, Sales Affiliate should provide Amigo with a VAT compliant invoice within 7 days of receipt of funds.
d.No party’s liability to the other(s) shall be restricted for: (a) death or personal injury caused by the first party’s negligence; (b) fraud or fraudulent misrepresentation; (c) if prohibited by law. Subject to the preceding exceptions, Amigo’s liability to the Sales Affiliate in contract, tort (including negligence) or otherwise shall be limited to the total commission paid by Amigo to the Sales Affiliate over the preceding 12 month period.
e.Each party shall keep information related to this Agreement confidential, always provided that Amigo may share information with the mobile network providers of each eSIM.
f. Sales Affiliate may only use graphics, tradenames or logos provided by Amigo for the express purpose of promoting Amigo eSIMs. It is expressly forbidden to use Amigo branding or the branding of any of Amigo's partners (including MNOs) without Amigo's permission.
g.Every referred customer who transacts with Amigo is a customer of Amigo.
h.Amigo has absolute discretion to set the prices of Amigo eSIMs and provides no guarantee of the longevity of any pricing or promotions.
i. Amigo will use reasonable endeavours to ensure its advertised services, websites, apps and portals remain live, however on occasion there may be periods of downtime. Amigo accepts no liability to Sales Affiliates for any impact this has on sales.
g. Amigo and Sales Affiliates are independent contractors and nothing in these Terms will create any partnership, joint venture, agency, franchise or employment relationship between the parties.
k. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
l. The governing law of this contract shall be the substantive law of England.
m. Amigo reserves the right to update and change the Terms from time to time without notice. Continued Referrals following such change shall constitute the Sales Affiliate's acceptance of such changes.