REFERRAL MASTER TERMS AND CONDITIONS
This Referral Master Terms and Conditions (the “RMTC”) are applicable to japieCARS Netherlands B.V. (“JP.cars”) a Dutch company with its place of business at John M. Keynesplein 1, 1066 EP
Amsterdam and the “Referrer”, a business entity registered with the Chamber of Commerce.
These Referral Master Terms and Conditions allow JP.cars and the Referrer to
(a) co-market respective services; and
(b) co-sell to a prospect, whereby each would have a separate direct agreement with the prospect.
WHEREAS, JP.cars is a provider of Software-as-a-Service, and software and services authored by third parties (“Third Party Software”) (collectively, the “Software”);
WHEREAS, JP.cars provides its customers (each, a “Customer”) with access to the Software (“Subscription Services”) pursuant to a direct agreement;
WHEREAS, the parties agree to be bound by these Referrer Master Terms whereby the primary purpose is to identify opportunities to market JP.cars Software to potential clients.
NOW THEREFORE Referrer and JP.cars are bound to the Terms and Conditions as follows:
1.0 Confidential Information
1.1 General. The parties recognize and acknowledge that each party may disclose (the “Disclosing Party”) and the other party may receive (the “Receiving Party”) information that relates to the disclosing party’s or disclosing party’s customers’ business operations, financial condition, customers, products, services, or technical knowledge (“Confidential Information”). Except as otherwise specifically agreed in writing, each party agrees that: (a) all information communicated to it by the other and identified as confidential and (b) all information communicated to it that reasonably should have been understood by the receiving party, because of confidentiality descriptions or similar legends, the circumstances of disclosure or the nature of the information itself, to be confidential to the disclosing party, will be Confidential Information and will be deemed to have been received in confidence. For the avoidance of doubt, any personal information provided to the Receiving Party, and the Software are included in the definition of “Confidential Information.”
1.2 Exclusions. Confidential Information does not include information which (a) is already known to the Receiving Party at the time of disclosure by the Disclosing Party as evidenced by written records of the Receiving Party, (b) has become publicly known and made generally available through no wrongful act or non-act of the Receiving Party, (c) has been rightfully received by the Receiving Party from a third party who is authorized to make such disclosure without restriction, or (d) was independently developed by or for the Receiving Party without use of the Confidential Information of the Disclosing Party.
1.3 Notifications. Receiving Party shall promptly notify the Disclosing Party by telephone or by e-mail in the event of any of the following: (a) a security breach, and provide with such notification all relevant facts with respect thereto; (b) receipt of any request for access to, or information about, any Confidential Information (including a request from any data protection agency or law enforcement agency); (c) receipt of Confidential Information which the Receiving Party does not require for its performance, which Confidential Information shall, upon request from the Disclosing Party, immediately be returned or deleted from the Receiving Party’s systems; or (d) Receiving Party determines it can no longer abide by the rights and obligations associated with any Confidential Information received.
2.0 Intellectual Property
2.1 Software Ownership. As between Referrer and JP.cars, JP.cars (and its licensors) retains all ownership of, and all intellectual property rights in, the Software, Subscription Services, and all equipment, processes and facilities utilized by or on behalf of JP.cars to provide access thereto, and all modifications, customizations, enhancements, updates or derivative works related to the foregoing, including but not limited to all patents, trademarks, copyrights, trade secrets, and other property or intellectual property rights. Referrer acknowledges and agrees that JP.cars shall own all right, title and interest in and to any modifications, derivative works, changes, expansions or improvements to the Software and Subscription Services without any other or subordinate right whatsoever being held by Referrer. All rights related to the Software that are not expressly granted to Referrer are reserved by JP.cars. If Referrer or any user provides any suggestions or feedback regarding the Software or Subscription Services (“Feedback”), JP.cars will be free to use such Feedback for any purpose whatsoever. JP.cars will own any service or product developed based on such Feedback.
3.0 Miscellaneous
3.1 Relationship. The parties agree they are independent and non-exclusive parties. Neither party shall be considered to be a partner, joint venture, employer, or employee of the other. Neither these RMTC nor any other agreement creates no agency in either party, and neither party has any authority whatsoever to bind the other party in any transaction or make any representations on behalf of the other party.
3.2 Reasonable Efforts; Non-Exclusive. Neither party guarantees any specific number of referrals. Unless otherwise agreed in writing by the parties, each party will be responsible for the costs and expenses incurred by it in connection with RMTC.
3.3 Choice of Law; Venue. Any issues, disputes, or claims arising out of or in connection with the RMTC (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed in accordance with, the laws of The Netherlands. The legal proceedings henceforth will find place in the Jurisdiction of the Court of Amsterdam
3.4 Anti-Bribery. Each party warrants and represents that no director, officer, agent, employee, affiliate or other person associated with or acting on its behalf or any of its affiliates or subsidiaries will: (a) use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; (b) make any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) make any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
3.5 Injunctive Relief. Each party acknowledges and agrees that a breach or threatened breach by either party of any of its obligations may cause immediate and irreparable harm to the non-breaching party for which monetary damages may not constitute an adequate remedy. Accordingly, the breaching party acknowledges and agrees that the non-breaching party shall be entitled to seek injunctive relief for the breaching party’s obligations herein, without the non-breaching party having to prove actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for the breaching party’s breach of the RMTC but shall be in addition to all other remedies available to the non-breaching party at law or in equity.
4.0 Referrals, Registration Process and Fees
4.1 Referrals. Referrer may submit prospective clients that may be interested in JP.cars Software (each, a “Prospect”) as directed by the Referrer receiving such submission. For purposes of these RMTC a “Purchase” means either party’s conclusion of an agreement with a Prospect within ninety (90) days from acceptance of a Prospect submission. JP.cars may, in its sole discretion, reject a Prospect for reasons including, but not limited to:
(a) such party has already commenced discussions with the Prospect regarding a potential Purchase (whether through its own efforts or by referral from a(nother) third party);
(b) the Prospect was previously submitted, but such Prospect did not make a Purchase; or
(c) if after communication with a Prospect, it is determined that a Purchase would not cover the cost of procuring such business from the Prospect.
Each party is responsible for obtaining all necessary rights and consents to provide the information of a Prospect to the other party and hereby warrants that providing such information under will not violate applicable law or otherwise infringe the rights of any third party.
4.2 Referral Registration Process.
Partner submits a referral registration request via www.jp.cars/referral with the requested information.
JP.cars accepts or declines the submission within five (5) business days. If the submission is not accepted within five (5) business days, the submission will be automatically rejected.
Partner schedules an introduction-/discovery-/software demo-meeting with the Prospect contact name and the JP.cars representative within 30 business days. If the meeting is not scheduled within 30 business days, the Referral Registration Process will be automatically stopped and the submission will be automatically rejected.
4.3 Referral Fees. When Referer refers a Prospect or Client to JP.cars and such Prospect or Client purchases Subscription Services within (90) days after the accepted submission [see Article: 4.2 Referral Registration Process], JP.cars shall pay Partner a one-time fee equivalent to ten percent (10%) of the initial [‘New Bookings’] or incremental [‘Renewal Bookings’] fees related to the first year of such Subscription Services, regardless of the length of the term for such Subscription Services, provided that any agreed-upon pilot period is successfully completed.
Example 1 of a Referral Fee after an accepted submission
- Prospect A is not a current Client of JP.cars;
- Prospect A has not purchased any Subscription Services in the past at JP.cars;
- Prospect A signs a License Agreement with JP.cars within 90 days after the accepted submission, containing 25.000 EUR ex VAT Subscription Services and a 6 weeks pilot period [‘New Bookings’];
- The Start Date of the License Agreement equals January 1st, 2025;
- The Annual Recurring Revenue (ARR) equals 25.000 EUR ex VAT;
- Partner receives a one-time fee equivalent to 10% of 25.000 EUR ex VAT after the completion of the successful 6 weeks pilot period.
Example 2 of a Referral Fee after an accepted submission
- Prospect A has become Client A after Example 1;
- Client A decides to add more dealer locations to the License Agreement within 90 days after the initial Start Date [January 1st, 2025] on March 1st, 2025;
- The initial accepted submission is still active [within period of 90 days after the accepted submission];
- The incremental Subscription Services [‘Renewal Bookings’] equals 60.000 EUR ex VAT without a pilot period;
- Partner receives a one-time Referral Fee equivalent to 10% of 60.000 EUR ex VAT following the payment schemed included below [referral fee is higher than 5.000 EUR ex VAT];
- The new total ARR of Client A equals 25.000 EUR + 60.000 EUR == 85.000 EUR ex VAT.
Example 3 of a Referral Fee after an accepted submission
- Client A is still Client A;
- Client A decides to add more dealer locations to the License Agreement after 90 days after the initial Start Date [January 1st, 2025] on April 1st, 2025;
- Partner does not receive a Referral Fee, unless Partner has submitted a new referral registration request [see Article: 4.2 Referral Registration Process], which got approved by JP.cars.
The one-time Referral Fee will be paid (1) after the completion of a successful pilot period [optional, when part of in the signed License Agreement] and (2) any fees or account balance offsets due related to a referral shall be provided within sixty (60) days after each invoice based on the agreed invoice term between JP.cars and the Prospect.
Fees lower than EUR 5.000,- ex VAT will be paid at once, within sixty (60) days after the initial invoice and, if applicable, after the successful completion of the pilot period.
Example of a payment scheme of the one-time fees due to a related referral:
A Prospect agrees to sign a One-Year License Agreement with JP.cars with a Contract Start Date of 1 March 2024, including a six weeks Pilot Period and an Annual Contract Value of 100.000 EUR ex VAT which will be quarterly invoiced by JP.cars to Propect.
After the successful completion of the six weeks Pilot Period the Partner will receive an Invoice Request via email to invoice by JP.cars for the acquired Partner fees based on the following invoice scheme:
- Invoice 1 after a successful 6 weeks pilot period on 11 April 2024
Invoice value: ¼ of 10% of 100.000 EUR ex VAT == 2.500 EUR ex VAT - Invoice 2 on 1 June 2024
Invoice value: ¼ of 10% of 100.000 EUR ex VAT == 2.500 EUR ex VAT - Invoice 3 on 1 September 2024
Invoice value: ¼ of 10% of 100.000 EUR ex VAT == 2.500 EUR ex VAT - Invoice 4 on 1 December 2024
Invoice value: ¼ of 10% of 100.000 EUR ex VAT== 2.500 EUR ex VAT