Introduction and Background
This agreement is entered into by the person or organization (“Partner” or “you”) agreeing to this Agreement (“Agreement”) and Teamwork Crew Limited (“Teamwork,” “us,” or “we”). By clicking "I accept" to this Agreement you represent that you have the capacity and authority to bind the Partner to this Agreement. You should retain a copy of this Agreement for future reference.
Teamwork has developed SaaS services which it makes available to its customers via its Platform. Teamwork wishes to be Referred to contacts interested in Teamwork's services and is willing to pay the Partner a commission on the terms of this Agreement if such contacts purchase Services from it. The Partner is willing to Refer contacts to Teamwork in return for commission as specified in this Agreement. Based on information and assurances of the Partner regarding its qualifications and contacts, Teamwork is willing to enter into this Agreement with the Partner.
In consideration of the foregoing and the mutual obligations undertaken in this Agreement, the Parties agree as follows:
Agreed Terms
1. Definitions and Interpretation
The definitions and rules of interpretation in Schedule 1 apply to this Agreement and the Background.
2. Appointment
2.1 Appointment: Teamwork hereby appoints the Partner on a non-exclusive basis to identify Eligible Referrals for Teamwork in the Territory and to make Referrals of such persons on the terms of this Agreement.
2.2 Duties of Partner. Partner shall, in good faith and at its own expense, during the course of this Agreement:
(a) serve Teamwork faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement;
(b) use its best endeavours to make Referrals of Eligible Referrals work Prospects and to market, advertise and promote the Services;
(c) shall report in writing to Teamwork from time to time on progress made with Eligible Referrals and Prospects, including but not limited to pipeline and business reviews on a regular basis, frequency of which to be agreed between the parties;
(d) at its own cost and risk, provide Partner Services to Customers;
(e) observe all policies, procedures, directions and instructions given to it by Teamwork in relation to the marketing, advertisement and promotion of the Services from time to time;
(f) have sufficient knowledge of the industry and services competitive with each Service (including specifications, features and benefits) so as to be able to explain in detail to the Customers:
(i) the differences between the Services and competing services; and
(ii) information on standard protocols and features of the Services;
(g) retain and have at its disposal at all times, an adequate staff of trained and qualified personnel to performs its obligations under this Agreement and shall ensure that its staff participate in Teamwork’s reasonable sales and training courses, at Partner’s sole cost and expense;
(h) conduct business in a manner that reflects favourably at all times on the Services and the good name, goodwill, and reputation of Teamwork;
(i) promptly notify Teamwork of any complaint or adverse claim about the Services, the Partner Services or any part thereof; and
(j) inform Teamwork immediately of any changes in ownership or control of Partner, and of any change in its organisation or method of doing business that might be expected to affect the performance of Partner's duties in this Agreement.
2.3 Eligible Referrals.
Partner will be eligible for Commission in accordance with clause 4 where the Customer referred to Teamwork by the Partner is an Eligible Referral. "Eligible Referral" means a Referral:
(a) Referred through an online form provided by Teamwork to the Partner which the Partner has fully and accurately completed prior to submission;
(b) a person to whom Teamwork has not at any time previously provided, and is not currently providing, the Services or any other services;
(c) a person who at the time of the Referral:
(i) with whom Teamwork or a Teamwork agent has not been in bona fide negotiations to provide the Services or any other services in the six (6) months before the Referral Date;
(ii) with whom Teamwork or a Teamwork agent has no other contractual or business connection;
(d) who has not previously been rejected as an Eligible Referral by Teamwork; and
(e) who enters into a contract for services with Teamwork pursuant to Teamwork's Standard Terms during the Referral Period.
2.4
Teamwork reserves the right, at its sole discretion, to reject a Referral for any reason including during the Referral Period.
2.5 Limited scope of authority.
(a) No authority to bind. The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Teamwork in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.
(b) No authority to contract or negotiate. The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Teamwork, including for the provision of the Services or the price for them, shall not negotiate any terms for the provision of the Services with Eligible Referrals and shall not pledge Teamwork's credit, give any condition or warranty on Teamwork's behalf, make any representation on Teamwork's behalf, commit Teamwork's to any contracts or otherwise incur any liability for or on behalf of Teamwork.
2.6 Restriction on competing activities. The Partner shall not, without the prior written consent of Teamwork, make referrals to any person in the Territory who provides services similar to its duties under this Agreement.
2.7 Obligation to disclose limits on authority. The Partner shall in any and all contact between Partner and any Eligible Referral or Customer:
(a) identify Partner's full legal name and trade name; and
(b) disclose that it acting as a referral agent of Teamwork and that it has no authority or ability to negotiate or vary the Services or Teamwork's Standard Terms or enter into any contract on behalf of Teamwork, and that Teamwork is not liable for the acts or omissions of Partner including its provision or failure to provide the Partner Services.
2.8 Marketing material. The Partner shall not produce any marketing material for Teamwork's services or use Teamwork's name, logo or trademarks on any marketing material for the Services without the prior written consent of Teamwork.
2.9 Limits on representations. The Partner shall not, without Teamwork's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Teamwork's marketing material.
2.10 Liabilities of Partner. The Partner shall be solely responsible for its operations in acting under this Agreement, including but not limited to, the legality of Partner's operations and marketing materials created and used in connection with this Agreement and the provision of the Partner Services.
2.11 Consequential Referrals. Where a Eligible Referral is Referred by the Partner and the Eligible Referral then Refers Teamwork to a third party who purchases Services from Teamwork, the Partner shall not, by virtue of such initial Referral, be deemed to have Referred the third party to Teamwork.
2.12 Authority to disclose Customer Information. Partner shall ensure it has the authority to disclose the Referred Customer's information to Teamwork and that Teamwork may use such information in accordance with this Agreement.
2.13 Non-compete: Partner shall not for the Term or for the period of one (1) calendar year from the Effective Date (whichever shall be the shorter) distribute or manufacture any Services or services which compete with the Services for any Prospect passed from Teamwork to the partner. Any exception to this clause requires the express and formal agreement of Teamwork, and may be agreed to, provided always that competing products and other services are not sold to customers, the leads for which were passed to the Partner.
3. Teamwork Obligations
3.1 Teamwork shall, during the course of this Agreement:
(a) provide Partner with Marketing Materials and information on the Services as agreed between the Parties to assist Partner in marketing and promoting the Services;
(b) provide Partner with instruction and training in relation to the Services on an agreed basis at the request of Partner;
(c) make available to Partner on a regular basis samples and/or demonstration versions (as appropriate) of the Services for Customers and to establish a mutually acceptable process to do this; and
(d) at its sole discretion, provide support to Partner at promotional events as appropriate on a case by case basis.
3.2 Teamwork shall be under no obligation to:
(a) follow up any Referral made by the Partner;
(b) enter into a Relevant Contract; or
(c) provide Teamwork Support Services to (i) Customers other than in accordance with Teamwork's Standard Terms or (ii) Partner.
3.3 Teamwork shall not be responsible for any expenses incurred by the Partner unless such expenses have been agreed by Teamwork in writing, in advance.
4. Commission
4.1 The Partner shall be entitled to Commission if an Eligible Referral Referred by the Partner enters into a Relevant Contract.
The amount of commission payable shall be at the rate of thirty percent (30%) of Teamwork's Net Income received under each Relevant Contract (as it may be renewed, extended or amended) for the duration of the Relevant Contract. In the situation where Teamwork has passed to the Partner a Prospect the amount of commission payable shall be at a rate of 30% of Teamwork's Net Income received in the first year only of any Relevant Contract ("Commission"). ("Commission").
4.2 Teamwork shall promptly notify the Partner in writing of the following:
(a) the date it enters into a Relevant Contract;
(b) the amount of the payments due for Services under it;
(c) the dates on which payments for such Services are payable; and
(d) no later than thirty (30) Business Days after it enters into such Relevant Contract.
4.3 Except where the procedures set out in clause 4.4 and clause 4.5 below have been followed, all Commission payable pursuant to clause 0 shall be due to the Partner (whether invoiced or not) within thirty (30) days of the end of the quarter in which Teamwork received the corresponding payment for Services. If Teamwork receives payment under any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by Teamwork.
4.4 Teamwork shall within thirty (30) days of the end of the quarter in which Teamwork received the corresponding payment for Services send to the Partner a written statement setting out, in respect of such quarter, and in respect of each Relevant Contract:
(a) the Commission payable to the Partner;
(b) the payments for Services received and details of any sums due which have not been received; and
(c) how the Commission has been calculated, including details of all deductions made in determining Net Income.
4.5 The Partner shall invoice Teamwork for the Commission payable in accordance with Teamwork's statement submitted pursuant to clause 4.4, together with any applicable VAT, in which case, notwithstanding clause 4.3 above, the due date for payment by Teamwork of such Commission shall be thirty (30) days from date of receipt of invoice.
4.6 Commission shall be payable to the Partner in US Dollars (USD) only.
4.7 All sums payable under this Agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(c) lawfully avoid making any such deductions; or
(d) enable the payee to obtain a tax credit in respect of the amount withheld.
4.8 If Teamwork fails to make any payment due to the Partner under this Agreement by the due date for payment, then Teamwork shall pay interest on the overdue amount at the rate of one percent 1% per annum above European Central Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Teamwork shall pay the interest together with the overdue amount.
4.9 Teamwork shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by Teamwork, all payments received under them and all deductions made in the calculation of Net Income. Teamwork shall permit the duly appointed representatives of the Partner at all reasonable times, but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to Teamwork.
4.10 If any dispute arises as to the amount of Commission payable by Teamwork to the Partner, the same shall be referred to Teamwork's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
4.11 No Commission or other compensation shall be payable where Teamwork contracts with a third party in the circumstances described in clause 4.10
5. Data Protection and Compliance
5.1 The terms "Controller", "Personal Data" and "Process" shall have the meanings given to them in Data Protection Laws.
5.2 In carrying out their respective obligations under this Agreement, the Parties acknowledge and agree that it will be necessary for them and their employees to receive and Process certain Personal Data from time to time. In respect of any Personal Data they Process pursuant to this Agreement, the Parties shall each be considered and will act as independent Data Controllers and shall each comply with their respective obligations as independent Data Controllers under the Data Protection Laws.
5.3 Before transferring any Personal Data to a country outside of the EEA which has not been deemed by the European Commission to provide an adequate level of protection for Personal Data, the Parties shall enter into an agreement incorporating Module 1 (Controller to Controller) standard contractual clauses in the form adopted by the European Commission under Implementing Decision (EU) 2021/914 of 4 June 2021 or an equivalent or replacement decision to facilitate the transfer of Personal Data between the Parties.
5.4 Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
6. Intellectual Property
6.1 All Intellectual Property Rights in the Services, any modifications to the Services and any materials provided to Partner by, or on behalf of Teamwork ("Teamwork IPR"), shall belong and shall belong to Teamwork and/or its licensors, and Partner shall have no rights in or to the Teamwork IPR other than as specified in this Agreement.
6.2 Teamwork makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Teamwork IPR nor as to whether the same infringe on any Intellectual Property Rights of third parties.
6.3 Teamwork grants to Partner a perpetual, worldwide, non-terminable, irrevocable, non-exclusive licence (subject to the terms and conditions of this Agreement and during its term and solely for the purposes of performing Partner's obligations under this Agreement) to use the Intellectual Property Rights in the Teamwork IPR:
(a) to fulfil its obligations pursuant to this Agreement;
(b) to sell the Services to Customers;
(c) to use any demonstration version of the Services made available by Teamwork to Partner from time to time as may be reasonably required for the purposes of demonstrating, marketing and selling the Services to Customers; and
(d) for the purpose of the promotion, advertisement and sale of the Services.
6.4 Teamwork grants to Partner a perpetual, worldwide, non-terminable, irrevocable, non-exclusive licence to:
(a) use, reproduce, modify and display the Marketing Materials for use in connection with marketing and supporting the Service; and
(b) distribute the Marketing Materials in modified and unmodified form, provided, however that Partner shall submit any proposed modifications or new versions of the promotional literature to Teamwork for its prior written approval.
6.5 Partner shall not:
(a) copy the Services or any part of any of them except to the extent and for the purposes expressly permitted by this Agreement;
(b) modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Services except and only to the extent that it is expressly permitted by applicable law.
6.6 Partner shall promptly give notice in writing to Teamwork in the event that it becomes aware of:
(a) any infringement or suspected infringement of the Intellectual Property Rights in or relating to the Services; and
(b) any claim that any Service or the manufacture, use, sale or other disposal of any Service, infringes the rights of any third party.
6.7 In the case of any matter falling within clause 6.5(a):
(a) Teamwork shall, in its absolute discretion/consultation with Partner, determine what action if any shall be taken in respect of the matter; and
(b) Teamwork shall have sole control over and shall conduct any consequent action as it shall deem necessary; and
(c) the costs of any such action shall be borne by, and all damages and other sums which may be paid or awarded as a result of any such action shall be for the benefit of Teamwork.
6.8 In the case of any matter falling within clause 6.6(b):
(a) Teamwork and Partner shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them;
(b) without prejudice to 6.8(a), Teamwork shall be entitled to take all action as it shall consider to be necessary or appropriate to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action; and
(c) the foregoing states Partner's sole and exclusive rights and remedies, and Teamwork's entire obligations and liability, in the case of any matter falling under clause 6.6(b).
6.9 Each Party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a Party to, proceedings) in connection with any action to be taken by the other Party under this clause 6, provided that that Party is given such indemnity as it may reasonably require against any damage to its name.
7. Warranties
7.1 Each Party warrants and undertakes that:
(a) it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licences referred to in this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it; and
(b) it shall comply with all applicable laws in the performance of its obligations under this Agreement.
7.2 Teamwork's warranties with respect to the Services provided to Customers shall run directly from Teamwork to the Customer pursuant to Teamwork's Standard Terms.
8. Limitation of Liability and Indemnity
8.1 Nothing in this Agreement excludes the liability of either Party for:
(a) death or personal injury caused by Teamwork's negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which may not be excluded by law.
8.2 Subject to clause 8.1:
(a) Teamwork shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(b) Teamwork's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Commission paid by Teamwork pursuant to this Agreement.
8.3 Nothing in this Agreement excludes or limits the liability of Partner for any breach, infringement or misappropriation of Teamwork's Intellectual Property Rights or pursuant to the indemnity in clause 8.4.
8.4 Partner shall indemnify Teamwork against all losses, damages, liabilities and expenses (including legal expenses) incurred by Teamwork as a result of the breach of Partner's obligations under this Agreement, any breaches in the Data Protection Laws arising from this Agreement, or any claim that Partner's use of the Services infringes any Intellectual Property Rights belonging to a third party.
9. Term and Termination
9.1 This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for an initial term of 12 months and indefinitely after that until terminated by either Party giving at least 30 Business Days prior written notice to expire on or after the expiry date of the initial term, unless terminated earlier as provided for in this clause 9 (“Term”).
9.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any Term and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 570 of the Companies Act 2014 or equivalent applicable laws;
(c) the other Party becomes or is deemed insolvent, has a receiver, manager, examiner, or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction to which the non-terminating Party has previously agreed in writing), enters into liquidation (whether compulsory or voluntary), or suffers or undergoes any analogous process to the above in any jurisdiction;
(d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) 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 other Party (being a company, limited liability partnership or partnership);
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);
(g) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;
(i) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(c) to clause 9.2(j) (inclusive);
(k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(l) the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
9.3 On termination of this Agreement for any reason:
(a) all licences, and/or rights to use, granted under this Agreement shall immediately terminate; and
(b) each Party shall return and make no further use of any equipment, property, documentation, and other items (and all copies of them) belonging to the other Party.
9.4 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.
9.5 Termination of this Agreement, howsoever arising, shall not affect Teamwork's obligation to pay Commission owed to the Partner up to and including the date of Termination.
9.6 Following expiry or termination of this Agreement, no commission will be due or payable in respect of Relevant Contracts under this Referral Agreement, save for as provided in 9.5.
9.7 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
10. Confidentiality
10.1 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 except as permitted by clause 10.2.
10.2 Each Party may disclose the other Party's confidential information:
(a) 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 procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No Party shall use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.
10.4 All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from Teamwork shall be returned promptly to Teamwork on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.
11. General
11.1 Force Majeure: Teamwork shall have no liability to Partner under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Teamwork or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Partner is notified of such an event and its expected duration.
11.2 No partnership or agency between the parties.
(a) 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 except as expressly provided in clause 2 (Appointment).
(b) Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
11.3 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
11.4 Assignment and other dealings: Partner cannot assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without Teamwork's prior written consent.
11.5 Waiver: Except as expressly provided under this Agreement, 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.
11.6 Severance
(a) If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
(b) If any provision or part-provision of this Agreement is deemed deleted under clause 11.6(a) the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7 Entire Agreement
(a) 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.
(b) Each Party acknowledges that in entering into this Agreement it does not rely on, and 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.
(c) Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
(d) Nothing in this clause shall limit or exclude any liability for fraud.
11.8 Counterparts: 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.
11.9 Notices:
(a) Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid registered post or other next Business Day delivery service at, in the case of Teamwork, its registered address of Teamwork Campus 1, Blackpool Retail Park, Blackpool, Cork, Co. Cork, T23 F902, or
(ii) sent by email to such addresses as provided from time to time, except for a notice given to a Party under clause 9 of this Agreement which may not be given by email and may only be given by hand or by registered post.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid registered post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
12. Governing Law and Jurisdiction
12.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Ireland.
12.2 Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Schedule 1
1. Definitions and rules of interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement and the Background:
Agreement: This agreement between Teamwork and Partner.
Business Day: A day, other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.
Business Hours: The period from 9.00 am to 5.00 pm on any Business Day.
Commission: Has the meaning given to it in clause 4.
Customer: The person purchasing the Services from Teamwork pursuant to Teamwork's Standard Terms.
Data Protection Laws: Legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data including, but not limited to Directive 2002/58/EC, Regulation (EU) 2016/679, any national implementing legislation and any successor or replacement legislation.
Effective Date: The date on which this Agreement is executed by the Parties.
Eligible Referral: has the meaning given to it in clause 2.3.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Marketing Materials: Promotional literature made available by Teamwork to Partner for the sole purpose of marketing and supporting the Services.
Net Income: the payments made to Teamwork for the Services under a Relevant Contract less any value added tax or other sales tax on them, any out of pocket expenses incurred by Teamwork in providing the Services and any discounts or rebates granted by Teamwork.
Partner Services: the Partner Support Services and Partner Professional Services.
Partner Support Services: Partner will provide support to Customers in respect of their use of Teamwork's Services. The support services provided by Partner to Customers shall, at a minimum, be equivalent to the Teamwork Support Services.
Partner Professional Services: professional support provided by Partner including in respect of integration, customisation and implementation of Teamwork's Services.
Platform: The online task management and team collaboration platform provided by Teamwork available at www.teamwork.com, and the applications provided by Teamwork, through which Customers may access services provided by Teamwork.
Referral: The provision to Teamwork of the contact details of an employee at a Eligible Referral who knows one or more individuals at the Partner and is of sufficient seniority to authorise or recommend the purchase of the Services from Teamwork and who has authorised or been authorised to agree to Teamwork's Standard Terms. Refer, Refers, and Referred shall be interpreted accordingly.
Referral Date: for each Eligible Referral, the date during the Term on which the Partner first Refers such Eligible Referral to Teamwork.
Referral Period: for each Eligible Referral, the one hundred (100) day period from the Referral Date.
Relevant Contract: A contract for the supply of Services entered into during the Referral Period between Teamwork and an Eligible Referral who was Referred by the Partner or entered into between Teamwork and a Prospect.
Services: The Services provided by Teamwork via the Platform together with any other services from time to time offered by Teamwork and which Teamwork, by express written notice to Partner, includes within the scope of this Agreement.
Teamwork Support Services: The support services provided by Teamwork in accordance with Teamwork's Standard Terms, and as more particularly described on the Platform.
Teamwork's Standard Terms: The standard terms on which Teamwork contracts with Customers as may be varied from time to time by Teamwork.
Term: The term of this Agreement, as determined in accordance with clause 9.
Territory: Worldwide.
Pipeline: Schedule of Referral customers with whom Partner is working and who may be be formally referred to Teamwork, including vital information such as size of customer and estimate of Contract value including number of seats and contract duration.
Prospect: A sales lead passed from Teamwork to the Partner.
1.2 References to clauses are to the clauses of this Agreement. Clause headings shall not affect the interpretation of this Agreement.
1.3 Unless the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall include the singular;
(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(c) a reference to one gender shall include a reference to the other genders; and
(d) 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.
1.4 In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.
1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.