Policies, Terms and Conditions

These Terms of Referral Partnership (“Referral Terms”) shall govern the relationship between Disprz and the Partner as stipulated in the Referral Partner Onboarding Form or the Lead Referral Form (collectively “Referral Form”) with respect to any referral of Leads (defined below) by the Partner to Disprz. The expressions Disprz and Partner shall include their respective successors and permitted assigns, and either of them shall be referred to as “Party” wherever the context permits and collectively as “Parties.”

Applicability:

• Referral Terms apply to any transaction wherein the Partner refers prospective clients (each a “Lead”) to Disprz, Disprz evaluates such Lead and ascertains that to be a Qualified Lead.
  
  
• A Lead Referral Form can also be submitted by a Partner who has executed a Referral Partner Onboarding Form with Disprz, in respect of each Lead.

A lead will be considered as a Qualified Lead if it meets all of the following criteria:

• Partner shall ensure to provide accurate and valid contact information, including name, email address, phone number, etc., to ensure the Lead can be reached and engaged with effectively.
  
  
• Lead must demonstrate a genuine interest in the product or service being offered.
  
  
• The Lead should match the target audience or customer persona defined by the business.
  
  
• They should have characteristics and needs that align with the offerings and value proposition of the business.
  
  
• A Lead is not an existing customer of Disprz or its subsidiaries, affiliates or group company
  
  
• Lead is not already in the business's database of Disprz or referred by other business partners.
  
  
• Lead executes and definitive contract for subscription of products and/or services of Disprz.

• Upon execution of the definitive contracts with Qualified Leads and realization of consideration from such Qualified Leads, Disprz will pay to the Partner, the Referral Fee as agreed under the Referral Form.

Referral Partner Onboarding Form shall come into force from the Effective Date specified therein and shall remain valid until any specific date of expiry or Term specified therein or unless terminated by either Party:

• by giving the other Party a sixty (60) days prior written notice without assigning any reasons;
  
  
• by giving the other Party a thirty (30) days written notice in case of any breach by the other Party if such breach is not cured within such thirty (30) days; or
  
  
• immediately, upon occurrence of insolvency, bankruptcy or winding up of either Party; or
  
  
• immediately, upon occurrence of incurable violation of applicable laws by the other Party.
  
  
• Lead Referral Form shall come into force from the date of submission by the Partner and shall be in force until the payment of Referral Fee or the expiry of definitive contract between Disprz and the Lead, whichever is earlier. 

• Subject to the Terms of Referral Fee, Partner agrees that the payment obligations of Disprz in respect of any Lead referred by the Partner during the subsistence and validity of the Referral Partner Onboarding Form, shall be up to the date of such expiry and/or termination of the Referral Partner Onboarding Form, provided the definitive contracts with such Lead is executed prior to or within three (3) months of such expiry and/or termination of the Referral Partner Onboarding Form.

• Subject to the Terms of Referral Fee, Partner agrees that the payment obligations of Disprz in respect of any Lead referred by the Partner through the Lead Referral Form, shall be up to Term, provided the definitive contracts with such Lead is executed prior to or within three (3) months of submission of such Lead Referral Form.

• Parties acknowledge that the existence and the terms of the Referral Terms, the Referral Form and any oral or written information exchanged between the Parties in connection with the preparation and performance of the transaction contemplated herein or in the Referral Form are regarded as confidential information.
  
  
• Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other
  
  
• Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Clause. 
  
  
• Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of the Referral Terms. 
  
  
• This Clause shall survive the termination of this Referral Form for any reason.

• Each Party shall retain all its right, title, and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights, collectively “IPRs”).
  
  
• Neither party shall acquire any interest in the other party's IPRs or any other services or materials, or any copies or portions thereof, provided by such party pursuant to the Referral Terms or the Referral Form.
  
  
• Either Party hereby indemnifies, hold the other Party harmless from any acts, claims, actions, suits, proceedings, damages, losses, whether direct and indirect, arising out of or in connection with the Referral Form claiming that the respective products and/or services or marketing materials or IPRs of such Party are infringing any third-party IPRs.

Either Party hereby agrees to defend, indemnify, and hold the other Party, its officers, directors, employees, agents, and representatives (hereinafter collectively referred to as the "Indemnified Party") harmless from and against any and all direct liability, losses, claims, damages or expenses (including reasonable attorney’s fees) suffered by the Indemnified Party as a result of any breach of the representations, warranties, covenants and / or obligations under the Referral Terms and Referral Form by such Party. 

Notwithstanding anything to the contrary contained in this Agreement:

• either Party shall, under no circumstances, of whatsoever nature, be liable (whether by way of indemnity or otherwise) for any consequential, indirect, incidental, special, or punitive damages, whether foreseeable or unforeseeable, (including claims for loss, loss of goodwill, loss of profits, loss of business);
  
  
• Disprz’ total and aggregate liability under the Referral Form and the Referral Terms, in respect of each Lead, shall not exceed the undisputed and unpaid value of Referral Fee, with regard to any claim with regard to the respective Leads; and
  
  
• Partner’s total and aggregate liability under the Referral Form and the Referral Terms, in respect of each Lead, shall not exceed paid value of Referral Fee, with regard to any claim with regard to the respective Leads;
  
  
• The limitation set-forth above shall not apply to claim in respect of which limitation of liability is prohibited by applicable laws.

Either Party represents and warrants to the other Party that:

• it has all the requisite power and authority to execute, deliver and perform the transaction under the Referral Form and the Referral Terms contained herein;
  
  
• the Referral Form has been validly executed and delivered and constitutes a legal, valid and binding obligation on such Party;
  
  
• the execution, delivery and performance of its obligations under Referral Form does not and will not contravene any applicable law or conflict with or result in any breach or default under any agreement, instrument, regulation, license or authorization binding upon it or any of its assets;
  
  
• there are no other commitments / agreements entered into by it which may be in breach of the terms of the Referral Form and the Referral Terms or the obligations of such Party hereunder; and
  
  
• there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, or pending or, to the best knowledge of the Party, threatened or anticipated against it which may prejudicially affect the due performance by it of or enforceability of the Referral Form and the Referral Terms or any obligation, act, omission or transactions contemplated hereunder.

• This Agreement shall be deemed to have been entered into and shall be construed, governed, and interpreted in accordance with the laws of the country in which Disprz (as defined in the Referral Form) is situated and conducting its business, without giving effect to principles of conflict of law.
  
  
• Any dispute, controversy or claims arising out of or relating to the Referral Form or the Referral Terms or the breach, termination or invalidity thereof (collectively “the Dispute”), shall first be referred by way written notice (“Dispute Resolution Notice”) by any Party to the other Party for a good faith negotiation and amicable settlement (“Dispute Resolution Meeting”) between the Parties’ representatives.
  
  
• If the Dispute Resolution Meeting fails and the Parties’ representative fail to arrive at a mutual resolution or an amicable settlement of the Dispute within 30 days of Dispute Resolution Notice, then the same shall be settled by the competent courts at located in the jurisdiction where the principal place of business of Disprz is situating, as provided in the signature details, shall have exclusive jurisdiction and both the Parties hereto submit to the same.

• Either Party shall at all times remain an independent contractor and shall not be considered to be an agent, employee, or representative of the other Party for any purposes.
  
  
• Either Party has no authority to enter into any agreement, commitment or understanding on behalf of the other Party.

• The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Referral Form and Referral Terms.
  
  
• If any provision of this Referral Form and the Referral Terms shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, then such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
  
  
• This Referral Terms and the Referral Form, constitutes the entire agreement between the parties on this subject and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter.
  
  
• No amendment or modification of the Referral Terms and Referral Form shall be made except by a writing signed by both parties.
  
  
• The provisions of the RP Term and Referral Form, which by their nature and the context in which they appear, would reasonably be expected to survive termination or expiration of the Referral Form, including, but not limited to, those relating to Representations & Warranties, Indemnification, Liability, Disclaimer and Limitation, Confidentiality, Governing Law, Dispute Resolution, and Jurisdiction will survive its termination or expiration.
  
  
• Neither party shall be deemed in default of the Referral Form and the Referral Terms to the extent that performance of their obligation or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies or any other cause beyond the control of such party, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) business days of discovery thereof and uses reasonable efforts to cure the delay.