FISKL GLOBAL AMBASSADOR PROGRAM AGREEMENT
This Global Ambassador Program Agreement (the "Agreement") is made and entered into between Fiskl and Ambassador (each, as defined below). The Agreement shall become effective and binding once Ambassador completes the Registration Form through the Partnero platform ("Effective Date").
PARTIES
Fiskl: Fiskl Limited, a company incorporated and registered in England and Wales with company number 09330290 whose registered office is at 6a Thirlmere Road, London, N10 2DN.
Fiskl's Notice Address:
Name: Fiskl Limited
Email: legal[at]fiskl.com
Ambassador: means the person or company (including company name, company number, registered address and other information) detailed in the Registration Form submitted through the Partnero platform.
Ambassador's Notice Address: means the name, address and email detailed in the Registration Form submitted through the Partnero platform.
BACKGROUND
Fiskl is the owner and operator of a mobile and online business productivity service designed especially for small and medium sized businesses and independent freelancers (the "Fiskl Service"). Ambassador wishes to promote, market and advertise the Fiskl Service to potential Fiskl customers ("Potential Customers") through its website(s) and other marketing channels, in accordance with Fiskl's Global Ambassador Program ("Program") detailed in this Agreement. Fiskl wishes to be introduced to such potential customers and is willing to pay the Ambassador commission based on the Program's tiered structure on the terms of this Agreement if such potential customers purchase the Fiskl Service.
The Parties agree as follows:
1. INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commission Tiers: the tiered commission structure based on number of successful referrals:
Clout Tier (1-9 referrals): 15% recurring revenue share
Icon Tier (10-24 referrals): 20% recurring revenue share
Boss Tier (25-49 referrals): 25% recurring revenue share
GOAT Tier (50+ referrals): 30% recurring revenue share
Commission Period: a period of three (3) years from the date of first paid subscription for each Qualified Referral.
Commission Review Period: a period of sixty (60) days during which Fiskl reviews and validates commission eligibility for each referral.
Commission Claim Period: a period of eighteen (18) months during which Ambassador must claim earned commissions. Any unclaimed commissions after this period will be forfeited.
Confidential Information: all information disclosed by one Party to the other Party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, save to the extent such information: (i) is already in the public domain at the time of disclosure; or (ii) enters the public domain other than by a breach of any obligation of confidentiality.
Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (ii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.
Intellectual Property Rights: patents, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, performers' rights, trade or business names, database rights, domain names, rights in computer software, website addresses, know-how, secret processes, trade secrets, rights to inventions, and any similar rights in any jurisdiction whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them.
Net Income: the payments made to Fiskl for the Fiskl Service under a Subscription Contract less any value added tax or other sales tax on them, any payment processing expenses incurred by Fiskl and any discounts or rebates granted by Fiskl.
Qualified Referrals: Potential Customers: (a) who have been Referred by Ambassador to Fiskl; (b) of whom Fiskl has no prior record in connection with the Fiskl Service; (c) who accept Fiskl's terms of service and subscribe to the Fiskl Service within the Referral Period, at a Potential Customer's own discretion and without receiving any monetary or other incentive from Ambassador; (d) who are not rejected by Fiskl, and make at least one subscription payment to receive the Fiskl Service; (e) who remain active subscribers after the Commission Review Period.
Referral: the referral of Potential Customers to Fiskl through the Partnero platform. "Refer", "Refers", and "Referred" shall be interpreted accordingly.
Referral Date: for each Prospective Customer, the date during the term of this Agreement on which the Ambassador first Refers such Prospective Customer to Fiskl.
Referral Period: for each Prospective Client, 90 days from the Referral Date, tracked via cookie placement through the Partnero platform.
Subscription Contract: a contract for a subscription to the Fiskl Service entered into during the Referral Period between Fiskl and a Prospective Customer who was Referred by the Ambassador.
1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Writing. A reference to writing or written includes e-mail.
1.6 Including. 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.
1.7 Clauses. References to Clauses are to the clauses of this Agreement.
2. PROGRAM PARTICIPATION
2.1 Enrollment. Ambassador may enroll in the Program by completing the registration process through the Partnero platform. No prior approval from Fiskl is required, however Fiskl reserves the right to terminate participation at any time as outlined in Section 11.
2.2 Commission Structure. Ambassador shall be eligible to earn commissions based on the Commission Tiers defined above. Commission rates are calculated as a percentage of Net Income and are based on the cumulative number of Qualified Referrals.
2.3 Commission Terms (a) Duration: Commissions shall be paid for three (3) years from the date of first paid subscription for each Qualified Referral, provided the referred customer maintains an active paid subscription. (b) Review Period: All referrals are subject to a 60-day review period to validate qualification criteria. (c) Claim Period: Commissions must be claimed within 18 months of being earned. Unclaimed commissions after this period will be forfeited. (d) Minimum Payout: A minimum threshold of $50 net must be reached before commission payment is processed.
2.4 Duties of Ambassador (a) Good faith. Ambassador shall serve Fiskl faithfully and diligently and not allow its interests to conflict with its duties under this Agreement; (b) Referrals. Ambassador shall use its best endeavours to make Referrals of Prospective Customers; (c) Compliance with instructions. The Ambassador shall cooperate with Fiskl and comply with all reasonable and lawful instructions of Fiskl, including the compliance obligations set out in this Agreement.
2.5 Limited scope of authority (a) No authority to bind. Ambassador shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Fiskl in any way, and shall not do any act which might reasonably create the impression that Ambassador is so authorised. (b) No authority to contract or negotiate. Ambassador shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Fiskl, including for the provision of the Fiskl Service or the price for them, and shall not negotiate any terms for the provision of the Fiskl Service with Prospective Customers.
2.6 Limits on representations. Ambassador shall not, without Fiskl's prior written consent, make or give any representations, warranties or other promises concerning the Fiskl Service which are not contained in the Marketing Materials.
2.7 Prohibited Activities. Ambassador agrees not to associate Fiskl or the Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Fiskl's sole discretion. Ambassador agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the Fiskl Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
3. MARKETING MATERIALS
3.1 License. Subject to the terms and conditions of this Agreement, Fiskl hereby grants to Ambassador a free, non-exclusive, non-transferable and revocable license to use the Fiskl trade marks, logos and URLs as provided by Fiskl from time to time, ("Licensed Marks"), and associated materials, language or code for the sole purpose of promoting the Fiskl Service in accordance with this Agreement (collectively, "Marketing Materials"). Fiskl may revoke this license at any time by giving Ambassador a written notice (including via email).
3.2 Guidelines. The license to use the Licensed Marks and Marketing Materials granted herein is subject to Fiskl's usage guidelines (which can be found at https://fiskl.com/company/ambassadors/) incorporated here by reference, as updated from time to time by Fiskl at its sole discretion and any other specifications and instructions provided by Fiskl from time to time ("Guidelines"). Ambassador expressly agrees to comply with the Guidelines.
3.3 Use of Licensed Marks. Ambassador shall ensure that its use of Licensed Marks and Marketing Materials are in the form approved by Fiskl in the Guidelines or otherwise, shall not modify any Licensed Marks or otherwise substantially modify any other Marketing Materials contrary to reasonable instructions provided by Fiskl, and shall further comply with reasonable instructions from Fiskl as to the form, content and display of Marketing Materials.
3.4 Reservation of Rights. Fiskl is the owner of all Intellectual Property Rights in the Licensed Marks, the Marketing Materials, the Fiskl Service and any related content and technology ("Fiskl IP Rights") and Ambassador agrees that the Fiskl IP Rights shall remain vested in Fiskl both during the term of this Agreement and thereafter and that the use by Ambassador is as a licensee under the Licensor's control and subject always to the terms and conditions of this Agreement. All rights (including goodwill) arising from the use by Ambassador of the Licensed Marks and Marketing Materials shall inure for the sole benefit of Fiskl and Ambassador agrees that it will not challenge Fiskl's claim to ownership of the Intellectual Property Rights in the Fiskl IP Rights.
3.5 Notice of Infringement. Ambassador shall promptly notify Fiskl of any infringement or suspected or threatened infringement of the Licensed Marks or Marketing Materials that may at any time come to its notice, giving reasonable particulars.
4. REFERRAL PROCESS AND TRACKING
4.1 Referral Process. Ambassador shall refer Potential Customers through the Partnero platform using their unique referral links and tracking codes. Each Potential Customer shall be tracked through cookies placed by the Partnero platform with a 90-day duration.
4.2 Tracking Validation. A Referral will be attributed to Ambassador when: (a) The Potential Customer clicks through Ambassador's unique referral link; (b) The Potential Customer completes a subscription purchase within the 90-day cookie duration; (c) The subscription is validated during the Commission Review Period.
4.3 Last-Click Attribution. In cases where a Potential Customer clicks multiple Ambassador referral links, the last click before purchase will determine commission attribution.
5. COMMISSION STRUCTURE AND PAYMENTS
5.1 Commission Calculation. Ambassador shall earn a recurring revenue share commission for each Qualified Referral based on their current tier status: (a) Clout Tier (1-9 referrals): 15% recurring revenue share (b) Icon Tier (10-24 referrals): 20% recurring revenue share (c) Boss Tier (25-49 referrals): 25% recurring revenue share (d) GOAT Tier (50+ referrals): 30% recurring revenue share
5.2 Commission Terms (a) Duration: Commissions shall be paid for three (3) years from the date of first paid subscription for each Qualified Referral; (b) Review Period: All referrals are subject to a 60-day review period; (c) Claim Period: Commissions must be claimed within 18 months; (d) Minimum Payout: $50 net minimum threshold for commission payment.
5.3 Payment Processing (a) Commissions shall be processed through the Partnero platform; (b) Payments will be made within 30 days after the end of each calendar month, provided the minimum threshold has been reached; (c) Ambassador must maintain valid payment information in the Partnero platform; (d) All payments shall be made in USD unless otherwise specified.
5.4 Commission Adjustments (a) Refunds: Commissions paid on refunded subscriptions will be deducted from future payments; (b) Chargebacks: Fiskl reserves the right to reclaim commissions related to chargebacks; (c) Fraudulent Activity: Fiskl may withhold payment for suspected fraudulent activity.
5.5 Reporting. The Partnero platform shall provide Ambassador with real-time access to: (a) Referral tracking and attribution data; (b) Commission calculations and payment history; (c) Tier status and progression tracking.
5.6 Taxes. 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.
6. OBLIGATIONS OF FISKL
6.1 Good faith. Fiskl must at all material times act in good faith towards Ambassador.
6.2 Provision of information. Fiskl shall provide Ambassador at all material times with the information the Ambassador reasonably requires to carry out its duties, including marketing information for and details of the Fiskl Service, and information about Fiskl.
6.3 Notices of suspension or cessation of Services. Fiskl shall inform the Ambassador immediately if Fiskl suspends or ceases to perform the Fiskl Service.
6.4 Payment of expenses. Fiskl shall not be responsible for any expenses incurred by Ambassador unless such expenses have been agreed by Fiskl in writing, in advance.
6.5 Freedom of Fiskl not to pursue Referrals. Fiskl shall be under no obligation to: (a) follow up any Referral made by Ambassador; or (b) enter into a Subscription Contract.
7. AMBASSADOR OBLIGATIONS
7.1 Professional Conduct. Ambassador shall: (a) Conduct all Program activities professionally and ethically; (b) Comply with all applicable laws and regulations; (c) Follow Fiskl's marketing guidelines and brand requirements; (d) Maintain accurate records of all Program activities; (e) Respond promptly to communications from Fiskl; (f) Protect Fiskl's confidential information.
7.2 Prohibited Activities. Ambassador shall not: (a) Engage in spam or unsolicited marketing; (b) Make false or misleading claims about Fiskl services; (c) Modify or manipulate referral tracking mechanisms; (d) Create fake or fraudulent referrals; (e) Offer incentives or rebates to Potential Customers; (f) Bid on Fiskl's branded keywords without permission; (g) Use Fiskl's trademarks in domain names or business names.
7.3 Marketing Requirements. Ambassador shall: (a) Only use approved marketing materials; (b) Clearly disclose their Ambassador relationship with Fiskl; (c) Comply with all applicable marketing laws and regulations; (d) Respect Fiskl's brand guidelines; (e) Obtain approval for any modified marketing materials.
8. CONFIDENTIALITY
8.1 Obligations of confidentiality. 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 or of any member of the group of companies to which the other Party belongs, except as permitted by clause 8.2.
8.2 Confidentiality exceptions. 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 8; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 Limited use of confidential information. No Party shall use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.
8.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by Ambassador from Fiskl shall be returned promptly to Fiskl on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.
9. COMPLIANCE
9.1 Compliance. 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.
9.2 Mandatory Policies. Ambassador shall comply with Fiskl's mandatory policies as posted on the Partnero platform and as amended by posting a change on the platform or by notifying Ambassador via email from time to time.
9.3 Anti-corruption and anti-bribery. Ambassador shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption in all jurisdictions ("Relevant Requirements"), including but not limited to the Bribery Act 2010 ("BA 2010") and the United States Foreign Corrupt Practices Act.
9.4 Data Protection Compliance. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
10. INDEMNITIES
10.1 Ambassador shall indemnify, defend and hold Fiskl and its subsidiaries, affiliates, officers and employees (the "Fiskl Indemnified Parties") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) resulting from any claim, action, demand, fine or proceeding brought by any third party against the Fiskl Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Ambassador; (b) the negligence, gross negligence or wilful misconduct of Ambassador or its employees, agents or contractors; (c) a failure by Ambassador or its employees, agents, contractors or invitees to comply with the laws and regulations referenced herein.
10.2 Ambassador shall be solely responsible for its operations in acting under this Agreement, including the legality of Ambassador's operations and materials, created and used in connection with this Agreement.
11. LIMITATION OF LIABILITY
11.1 Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either Party for: (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) Fraud or fraudulent misrepresentation; (c) Liability under the indemnities contained in Clause 10; (d) Any matter in respect of which it would be unlawful to exclude or restrict liability.
11.2 Limitations of liability. Subject to Clause 11.1 above, Fiskl shall not under any circumstances whatsoever be liable to Ambassador, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profit, revenue, or anticipated savings; (b) any loss of goodwill or reputation; (c) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term; (d) any loss that is an indirect or secondary consequence of any act or omission of Fiskl.
11.3 Total cap. Subject to Clauses 11.1 and 11.2 above, Fiskl's total liability to Ambassador in respect of any loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total commission paid to Ambassador in the twelve months preceding the incident giving rise to the claim.
12. TERM AND TERMINATION
12.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement.
12.2 Termination Rights (a) By Either Party: Either party may terminate this Agreement with 30 days written notice; (b) By Fiskl: Fiskl may terminate immediately if: (i) Ambassador breaches any term of this Agreement; (ii) Ambassador engages in fraudulent activity; (iii) Ambassador damages Fiskl's reputation; (iv) Ambassador violates applicable laws.
12.3 Effect of Termination (a) Immediate cessation of Program activities; (b) Removal of all Fiskl marketing materials; (c) Payment of earned commissions subject to: (i) Completion of Review Period; (ii) Meeting minimum payment threshold; (iii) Claim Period requirements; (d) Survival of applicable terms.
13. PROGRAM TIER ADVANCEMENT
13.1 Tier Calculation. Ambassador's tier status shall be calculated based on the cumulative number of Qualified Referrals within the Program.
13.2 Tier Benefits. Each tier provides increasing commission rates and may include additional benefits as communicated by Fiskl from time to time.
13.3 Tier Review. Tier status shall be reviewed monthly and upgraded automatically upon reaching qualification thresholds.
14. PLATFORM USAGE
14.1 Partnero Platform. The Program is administered through the Partnero platform. Ambassador agrees to comply with all platform terms of service and technical requirements.
14.2 Tracking Mechanism. Referrals are tracked through cookies placed via the Partnero platform with a 90-day duration. Ambassador shall not attempt to manipulate or interfere with tracking mechanisms.
15. CHANGES TO PROGRAM TERMS
15.1 Program Modifications. Fiskl reserves the right to modify Program terms, including but not limited to: (a) Commission rates and tier structures; (b) Minimum payment thresholds; (c) Review and claim periods; (d) Marketing requirements.
15.2 Notice of Changes (a) Material changes will be communicated with 30 days notice; (b) Changes will be posted in the Partnero platform; (c) Continued participation constitutes acceptance.
16. MISCELLANEOUS
16.1 Independent Contractors. Ambassador and Fiskl are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship.
16.2 No Assignment. Ambassador may not assign this Agreement without Fiskl's prior written consent. Fiskl may assign this Agreement without restriction.
16.3 Entire Agreement. This Agreement, including all referenced documents, constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements.
16.4 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
16.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
16.6 Force Majeure. Neither party shall be liable for failure to perform due to events beyond their reasonable control.
16.7 Notices. All notices shall be in writing and sent to the addresses specified in this Agreement.
16.8 Survival. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and any other provisions that should reasonably survive shall continue after termination.
