This Agreement was entered into on the date stated on the first page of this Agreement, by and between


  1. […GTWS Tech Limited, the company, duly registered under the Laws of Cyprus, with its registered office located at Vasili Michailidi, 9, 3026, Limassol, Cyprus, registration number HE 395052, email for correspondence: notice@solidgate.com (the “Solid”); and
  2. Solidgate Tech Limited, the company, duly registered under the Laws of Gibraltar, with its registered office located at 5-9 Main Street, Gibraltar, GX11 1AA, registration number 120476, email for correspondence: notice@solidgate.com (the “Solid”); and…]
  3. […], the company, duly registered under the Laws of […], with its registered office located at […], registration number […], email for correspondence: […] (the “Partner”); and

WHEREAS:


(A) Solid provides Services;


(B) Partner has the Potential Clients to solicit to receive Services from Solid; and


(C) Solid wishes to engage Partner to assist in attracting Potential Clients for Company;


NOW, THEREFORE, the Parties hereto agree as follows:

1. Definitions and interpretation


1.1. Interpretations


1.1.1. In this Agreement, unless the context otherwise requires:

  • headings are for convenience only and do not affect the interpretation of this Agreement;
  • words denoting the singular include the plural and vice versa;
  • a reference to a person includes a reference to any individual or legal entity and any governmental authority;
  • a reference to a specific Article, Clause, Subsection, Annex or Preamble is a reference to the Article, Clause, Subsection, Annex or Preamble hereof;
  • references to any law or normative act shall include any changes, amendments, supplements or substitutions of such law or normative act (in whole or in part);
  • a reference to any agreement or document is a reference to that agreement or document as may be amended, novated, supplemented, extended or restated, however, to the exclusion of any amendments and supplements made in breach of this Agreement; and
  • a reference to a party to any document includes that party’s successors and permitted assigns.

1.1.2. All Annexes to this Agreement constitute an integral part hereof.


1.2. Definitions


1.2.1. Capitalized terms used herein shall have the meanings ascribed below.


1.2.2. In this Agreement, the below mentioned terms have the following meanings:

  • Agreement - this Partner Referral Agreement entered into on the date stated on the first page of this agreement by and between Solid and the Partner.
  • Effective Date - The date of this Agreement, stated on the first page of this Agreement.
  • Parties - Solid and Partner.
  • Services - gateway services, alert services, or any other services rendered by Solid to Potential Client.
  • Potential Client - an entity interested in entering into respective agreement to receive Services and which consequently enters into the Services Agreement.
  • Services Agreement - Gateway services agreement, Alert services agreement, or any other agreement on rendering services by Solid to Potential Client.
  • Transaction Amount - means the total amount (volume) of Qualified Referral’s transactions processed through the Solid’s gateway or with regard to other services as described in the Schedule 1 to the Agreement.
  • Qualified Referral - means the Partner’s referral of a Potential Client to Solid that would otherwise has not led to conclusion of the Services Agreement between Solid and the Potential Client.
  • Commission - The Partner’s consideration for the Qualified Referral under this Agreement that comprises from the paid fees under the Services Agreements to Solid by a Potential Client. Commission can be either a percentage from the fees paid to Solid by a Potential Client or as a fixed fee, or as otherwise specified by a respective Schedule. Commission arrangement is to be set up in a respective Schedule to this Agreement.

2. General provisions


2.1. Subject to provisions of this Agreement, the Partner is appointed to refer Potential Clients to Solid.


2.2. Potential Clients are to be approved by Solid and it is its sole discretion on whether to enter into the Services Agreement or not. 


2.3. Solid shall not be responsible for any expenses incurred by Partner during the performance of this Agreement. For the avoidance of doubt, the only consideration for the Partner, available under this Agreement, is the Commission. 


2.4. The Parties conclude the Schedule to this Agreement with regards to every new Potential Client setting up the Commission and other arrangements for the respective Potential Client. The provisions with regards to Commission and other related arrangements will have precedence over the Agreement. Every executed schedule is considered an integral part thereof.


2.5. Solid and the Potential Client shall execute the respective Services Agreement and then the Parties shall execute the Schedule to this Agreement, stipulating the commercial terms and Commission arrangement in particular.

3. Commission


3.1. For each Qualified Referral, the Partner is entitled for Commission. The Commission is set up in the Schedule to this Agreement (sample Schedule is attached to this Agreement).


3.2. The Commission shall be paid on a monthly basis, on the last day of a month following the month on which the fees under the Services Agreement were paid to Solid by the Potential Client. 


3.3. The Commission is paid to Partner based on issued by the Partner act (invoice). The invoice shall be issued no later than 5 business days before the last day of a month in which Solid shall pay the Commission.


3.4. The settlement currency of the Commission shall be either USD or EUR. The minimum monthly settlement to the Partner from Solid shall be either USD 500 or EUR 500. If the aggregate Commission for the respective month separately for each currency constitutes less than USD 500 or EUR 500 it shall be added to the Commission of the next month until its aggregate amount constitutes respectively either USD 500 or EUR 500.


3.5. The Referral Commission shall be paid to the Partner’s bank account, stipulated in the respective act (invoice).


3.6. The Commission shall be paid only during the period when both the initial Services Agreement and this Agreement are valid and enforceable. 

4. Non-Solicitation of Potential Clients


4.1. Without Solid’s prior written consent, Partner shall not knowingly cause or permit any of their employees, agents, principals, affiliates, subsidiaries or any other person or entity to:

  • solicit or provide services that compete with the Solid’s Services to any Potential Client referred to Solid;
  • solicit or otherwise cause or encourage any Potential Client that has been referred to Solid to terminate its participation under the Services Agreement; or 
  • solicit or market services to any Potential Client that is already directly or indirectly Solid’s client and receives Solid’s Services.

4.2. This section shall apply during the term of this Agreement and for three (3) years after any termination, cancellation or expiration of this Agreement or for so long as Partner is receiving compensation, whichever is longer.

5. Indemnity


5.1. Partner agrees to indemnify, defend, and hold harmless Solid and its officers, employees, directors, shareholders, affiliates, or agents from and against any and all loss, liability, damage, penalty, cost or expense (including attorneys' fees, expert witness fees and cost of defence) they may suffer or incur as a result of any claim, suit, action, demand or proceeding brought by any third party against the Solid arising from any of the following: 

  • negligence, gross negligence or wilful misconduct of Partner or its employees, agents or contractors; 
  • any breach of this Agreement by Partner; or 
  • failure by Partner or its employees, agents or contractors to comply with any applicable laws, regulations, codes of practice.

6. Limitation of Liability


6.1. Solid’s total liability to Partner shall not exceed an amount of the Commission paid by Solid to the Partner during 3 (three) months prior to the event giving rise to the claim of the Partner. If there was no three month of Commission payments, the liability shall not exceed USD 10,000.


6.2. Solid’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.


6.3. Solid shall not be liable to Partner in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Partner:

  • of an indirect or consequential nature; or 
  • for any economic loss or other loss of turnover, profits, business or goodwill.

7. Remedies


7.1. Each party agrees that breach of this Agreement will give rise to irreparable injury for which: 

money damages may not be a sufficient remedy for any breach of this Agreement by such party;

  • the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; 
  • such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and 
  • in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.

8. Termination and survival


8.1. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' written notice by e-mail to the other party. 


8.2. The said notice should be deemed delivered on the date the e-mail is sent at the email addresses stated in this Agreement:


8.3. All representations, covenants and warranties shall survive the execution of this Agreement, and shall survive termination of this Agreement.


9. Governing law and dispute resolution


9.1. This Agreement shall be governed by English law. Each party to this Agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this Agreement, including any question regarding its existence, validity, formation or termination. For these purposes, each party irrevocably submits to the jurisdiction of the English courts.


10. Entire Agreement


10.1. This Agreement represents the entire understanding of the Parties concerning the subject matter hereof and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral. This Agreement may only be changed by written mutual agreement of authorised representatives of the Parties. If any provision of the Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.


11. Assignment


11.1. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. 


11.2. Partner may not assign this Agreement without the written consent of Solid. 


11.3. Solid may assign this Agreement in its sole discretion without the written consent of Partner.


12. Notices


12.1. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, nationally recognized overnight courier service, facsimile transmission, by email, stated herein, or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of actual receipt or one (1) day after deposit with the courier service, five (5) days after deposit in the mail, or receipt by sender of confirmation of electronic transmission or on the date when the email has been sent. Notices shall be sent to the addresses set forth above or such other address as either Party may specify in writing.


13. No agency


13.1. It is agreed and understood that either Party is not the agent or representative of the other Party and has no authority or power to bind or contract in the name of or to create any liability against the other Party in any way or for any purpose. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.


14. Execution


14.1. This Agreement may be executed in two or more counterparts in English (which both Parties understand properly), all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

15. Final Provisions


15.1. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which violates the terms of this Agreement, shall not be construed as a waiver of that conduct or any future breach or subsequent wrongful conduct. 


15.2. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.


15.3. This Agreement constitutes the entire Agreement of the Parties with respect to the subject matter hereof, into which all prior negotiation, commitments, representations and undertakings of the parties are merged and, except as herein specifically provided, there are no oral or written understandings or agreements between the parties hereto relating to the subject matter hereof.


15.4. No amendment of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 


15.5. The Parties covenant and agree to make all applications, execute all other deeds, documents, instruments and assurances, and do such further and other acts as may be necessary or desirable to carry out the real intent and meaning of this Agreement, and to give full effect to the transactions contemplated or intended hereby.

16. Signatures


16.1. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorised representatives on the date(s) appearing under the signature of each party's representative, below


  • For and on behalf of Solid:

Name:

Signature:


  • For and on behalf of Company:

Name:

Signature:

Annex 1 to the 

Partner Referral Agreement

* * *

Schedule

to the Partner Referral Agreement dated […] (the “Agreement”)



The Definitions and Interpretations used in this Schedule shall have the same meaning as in the Agreement.


In accordance with clause 2 of the Agreement the following shall apply to the Commission regarding the below stated Potential Client:


  • Potential Client: […]
  • Potential Client’s company code: […]
  • Potential Client’s registered address: […]
  • Commission amount: USD/EUR […] / […] %
  • Commission repayment: monthly, on the last day of a month following the month on which the fees under the Services Agreement were paid to Solid by the Potential Client
  • Commission currencies: Depending on the Partner’s currency either USD or EUR
  • Minimum monthly settlement: Independently of each other USD 500 or EUR 500

This Schedule to the Agreement shall be the integral part of the Agreement with the Schedule’s provisions having precedence over the Agreement’s provisions.


  • For and on behalf of Solid:

Name:

Signature:


  • For and on behalf of Company:

Name:

Signature: