This Referral Agreement (the “Agreement”) is entered into by and between (ALWANS for information Technology) a company organized under the laws of Kingdom of Saudi Arabia, with commercial registration number 2051049336 and a registered address at Khobar Business Center, Office 21, 2nd floor King Khaled Street, Khobar Shamaliya, Khobar 31952, Saudi Arabia (Foodics) (“Foodics”) and (YOUR COMPNAY NAME or individual) (“Referral Partner”) and jointly to be referred to as (“Parties”) on date
WHEREAS, Foodics is a cloud-based Restaurant Management System on an iPad.
And WHEREAS, the Referral partner is agreeing to be as a mediator who shares/ leads and contacts whom willing to buy and use Foodics products and services and getting a commission in return on each closed deal as per the terms and conditions set within the signed agreement between the referral (Individual/ company) and the Foodics Company.
WHEREAS, the Referral Partner has several opportunities for potential customers for Foodics (the “Opportunities)”) within Kingdom of Saudi Arabia (the “add your Territory”) and
would like to participate in Foodics referral program (the “Referral Program”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
1- OPPORTUNITY APPROVAL PROCESS
1.1 If the Referral Partner identifies an Opportunity, the Referral Partner will register such
Opportunity with Foodics via the authorized channels (email, linkdin …etc.) with the title of “New
Opportunity – Name of the potential Opportunity”.
1.2 Foodics shall promptly register such Opportunity on its partner portal (“Foodics
Partner Portal”) after obtaining all the required information from the Referral Partner.
1.3 Foodics will have the sole discretion to approve or reject, Opportunity submitted by the
Referral Partner and in case of acceptance, it shall notify the Referral Partner via the authorized
channels (email, linkdin …etc.) (“Approval Notice”).
1.4 In order for an opportunity to be recognized to the referrer, this needs to be converted
into a deal within three (3) months. Otherwise, no referral fee should be granted to the referrer.
1.5 Upon the expiration of the three (3) month period, the registration and all rights of the
Referral Partner with respect to the Opportunity will automatically expire without notice.
1.6 Notwithstanding the foregoing, Foodics shall have the sole right to revoke the Referral
Partner Opportunity registration if: (a) the Referral Partner introduces a competing technology to the
end user with respect to the Opportunity, (b) the Referral Partner is not actively pursuing the
Opportunity, and (c) the end user requests to cease working with the Referral Partner.
1.7 If a conflict arises where two (2) or more Referral Partners claim the same potential
Opportunity, Foodics will evaluate the case through a mechanism which might include conditions
such as: Referral Partners is incumbent OR the Referral Partner is driving a larger deal where Foodics is part of the same deal OR any other applicable point which clearly distinguishes one Referral Partner from the other.
1.8 If Foodics progresses in such Opportunity and reached business terms and delivery details such Opportunity shall become a deal (“Deal”).
2- PAYMENT AND TERMS
2.1 Foodics shall pay the Referral Partner a commission calculated based on the annex 1. on
the software amount in the invoice issued to the referred customer. Provided that such referred
customer completed the 30- days money back guarantee policy in Foodics.
2.2 Subject to restrictions in Section 2.1 above, payments to the Referred Partner are due within fifteen (15) days from the closing of a financial quarter year.
3- INDEPENDENT CONTRACTOR; NO AUTHORITY
3.1 The relationship between the Parties is that of independent contractors, and does not,
and shall not be deemed to create a company, partnership, employment, agency, representation, or similar relationship between the parties.
3.2 The Referral Partner is granted no right or authority whatsoever to assume or create obligations or responsibilities, expressed or implied, on behalf of Foodics, and shall not take any action which has the effect of creating the appearance of it having such right or authority. The Referral
Partner shall not have the right to, and shall not, bind or commit Foodics to any agreement, contract or undertaking or waive or compromise any of the rights of Foodics against third parties.
4- TERMS AND TERMINATION
4.1 Foodics shall have the right at any time to terminate this Agreement at its sole discretion
after serving a seven (7) days written notice to the Referral Partner (the “Termination Date”). In case of default or bankruptcy of the Referral Partner Foodics is entitled to terminate with immediate effect.
4.2 Once this Agreement is terminated according to Section 4.1 above, any due payments to
the Referral Partner shall be paid within fifteen (15) days from the Termination Date.
5- TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
5.1 The Referral Partner shall not have the right to use directly and indirectly the trademarks
and brand/commercial names associated with the Foodics and the other intellectual property
(collectively, the “Trademarks” and the other intellectual property) without its prior written consent.
5.2 The Referral Partner hereby acknowledges that Foodics is the sole owner of the Trademarks and the goodwill pertaining thereto and that nothing contained herein shall constitute an assignment of the Trademarks or grant to the Referral Partner any right, title or interest therein.
5.3 If the Referral Partner acquires any rights to the Trademarks for any reason, the Referral Partner undertakes to promptly return such rights to Foodics immediately and without expense to the Foodics.
6.1 The Referral Partner acknowledges that by reason of its relationship with Foodics
hereunder, it may have access to certain information and materials relating to Foodics business,
suppliers, customers, personnel, technology, and marketing strategies that is confidential and of
substantial value to Foodics (collectively, “Confidential Information”). The Referral Partner agrees that it will not use in any way for its own benefit (other than to perform under this Agreement) or for the benefit of any third party, nor will the Referral Partner disclose to any third party any Confidential Information. The Referral Partner further agrees that it will return to Foodics or destroy all copies of Confidential Information under its custody or control upon request by Foodics or termination of this Agreement. The provisions of this section shall survive the termination of the Agreement for any reason. Upon any breach or threatened breach of this section, Foodics shall be entitled to injunctive relief in addition to other remedies, which injunctive relief shall not be contested by the Referral
7- APPLICABLE LAW, JURISDICTIONAL MATTERS
7.1 This Agreement is governed by and construed under the laws of United Arab Emirates,
without regard to its conflict of law rules.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, do hereby execute this instrument, with each signatory warranting its authority to enter into this agreement on behalf of the party it represents.
I have read and accepted the above terms and conditions.
Commission tiers for the Referrals (software only)
In case the partner refers in a new customer, that hasn’t been contacted by Foodics before, the commission and referral fees will apply on the software sale as follows, and the company will be paid by the end of each quarter:
|1k – 30k SAR = 10% Commission from Total Quotation|
|31k – 60k SAR = 15% Commission from Total Quotation|
|61k and Up = 20% Commission from Total Quotation|
1- The full year cycle is from the original signing day.
2- To qualify for a second year commission they have to achieve a minimum of 100k SAR per year.