Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
Commission means a fixed, one-time payment payable to the Referrer in respect of TP GLOBAL selling a Data Plan to a Qualified Referral, as further described under these Terms.
Data Plan means an amount of data available for usage under a Service Contract
Platform means TP GLOBAL platform available at https://www.BetterRoaming.com/;
Qualified Referral means when a Referred Customer enters into a contract with TP GLOBAL for the purchase of a Data Plan on the Platform within the Referral Program Validity Period;
Referred Customer means a natural person who arrives on the Platform via the TP GLOBAL unique QR code;
Referral Program means the program for payment of a Commission in accordance herewith.
Referral Program Validity Period means the period commencing on the effective date of this Agreement until terminated according to these Terms.
Service Contract means the contract entered into between TP GLOBAL and a Qualified Referral for the provision of data services.
Sold Price means the consideration paid by the Referred Customer for a Data Plan.
2. Referral Program
2.1 The Referrer shall be entitled to Commission for each Referred Customer, provided that the following criteria are all fulfilled:
a. The Referrer must refer a potential customer to the Platform using the exclusive QR code provided by TP GLOBAL and generated by TP GLOBAL for this purpose.
b. The Referred Customer cannot be an existing betterroaming.com customer.
c. The Referred Customer must scan the QR code and successfully install and activate an eSIM on its device following the instructions available at https://www.BetterRoaming.com/how-to.
d. The Referred Customer must purchase one of the Data Plans available at https://www.BetterRoaming.com/pricing during the Referral Program Validity Period.
2.2 Commission shall be payable in respect of the purchase of only one Data Plan by each Referred Customer irrespective of the number of Data Plans which the Referred Customer purchases.
2.3 This Referral Program is entered on a non-exclusive basis, meaning that nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so.
3. Payment Terms
3.1 When an entitlement to Commission arises under clause 2.1, TP GLOBAL shall pay the Referrer 10% of the Sold Price for the first Data Plan purchased.
3.2 The Commissions due to the Referrer will be calculated by TP GLOBAL at the end of each week. TP GLOBAL shall pay the total Commission to the Referrer on a weekly basis, specifically every Monday.
3.3 Commission shall not be payable in respect of a Data Plan which is purchased but where TP GLOBAL subsequently needs to refund the purchase price to the Referred Customer in a month. If a refund occurs in a subsequent month, TP GLOBAL shall be entitled to deduct the Commission paid to Referrer in respect of the refunded purchase price from a subsequent month’s Commission payment.
3.4 Notwithstanding the foregoing, no Commission will be paid to the Referrer if in breach of any of these Terms or complaints are made regarding the Referrer’s conduct in relation to spam or other inappropriate or suspicious activities.
4. Obligations of the referrer
(i) contribute to or enable the sending of unsolicited bulk emails;
(ii) infringe upon or actively promote the infringement of the legal rights of individuals according to the laws of any jurisdiction;
(iii) serve an unlawful, invasive, infringing, defamatory, or fraudulent purpose;
(iv) contain explicit or pornographic material; and/or
(v) engage in or exhibit a propensity to engage in the harassment of individuals.
4.2 In its marketing or promotion of the QR Code or the Data Plans, the Referrer must not misrepresent the characteristics or functionality or any other aspect of the Data Plans. If the Referrer is uncertain as to whether a representation that it proposes to make about the Data Plans is accurate, it must seek confirmation of the representation from TP GLOBAL before making the representation.
4.3 Referrer agrees to comply with all reasonable and lawful instructions of TP GLOBAL and to ensure compliance with (where applicable) the General Data Protection Regulation (EU) 2016/679 ("GDPR") or any and all other applicable data protection laws.
4.4 The Referrer commits to adhering to all relevant regulations, laws, statutes, orders, directives, or any other regulations from authoritative bodies that have jurisdiction over both the Referrer and the Referral Program. This encompasses all federal, state, or other pertinent regulations governing anti-spam regulations, anti-bribery and anti-corruption legislation, such as the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act (the "UK Act"), and all other pertinent anti-corruption and anti-bribery laws.
4.5 In the event that it is determined by TP Global that any Commission payments were made erroneously, TP GLOBAL reserves the exclusive discretion to take the following actions:
(a) invoice any Commission fees inadvertently disbursed to the Referrer and such invoice shall be payable within 5 business days of its issue; or
(b) offset the sums from forthcoming Commissions due to the Referrer.
5.1 Either Party may terminate this Agreement for convenience by providing the other Party 15 days’ written notice by e-mail to the Contact e-mail. In case of termination, the Referrer must immediately stop any referral activity and cease using TP GLOBAL’s name, logos, trademarks or creative work.
5.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, TP GLOBAL may at any time terminate this Agreement with immediate effect by giving written notice to the Referrer if the Referrer commits a material breach of this Agreement.
6.1 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
6.2 TP GLOBAL’s sole obligation under this Agreement shall be to pay Referrer the Commission pursuant to the terms hereof. No other cash payment or reimbursement will be due or payable to the Referrer hereunder.
6.3 Neither party will be liable for any incidental, indirect, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill arising out of or in connection with the Agreement, whether based on contractual warranty, tort (including negligence), product liability or another head of damage, and whether or not the party has been informed of the possibility of such damage.
6.4 TP GLOBAL’s total cumulative liability to Referrer under this Agreement shall be limited to the aggregate value of payments made by TP GLOBAL to Referrer during the 12-month period preceding the event giving rise to the liability.
7. Independent Status
The Referrer is an independent contractor, and nothing in this Agreement shall constitute the creation, establishment or relationship of partnership, joint venture, agency or employer and employee between the parties.
8. Entire Agreement
These Terms form the complete agreement between TP GLOBAL and Referrer with respect to this referral program and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties.
TP GLOBAL reserves the right to update or modify these Terms at any time, in its sole discretion. Referrer acknowledges and agrees that TP GLOBAL may modify these Terms at any time by posting the relevant amended and restated Referral Agreement on TP GLOBAL’s website, available at www.1GLOBAL/referral-terms and such amendments to this Agreement are effective as of the date of posting. If a significant change is made, TP GLOBAL will provide reasonable notice by email of no less than 15 days or posting a notice on TP GLOBAL website. Referrer’s continued participation in the Referral Program after the amended Agreement is posted to the Platform constitutes its agreement to, and acceptance of, the amended Terms. If Referrer does not agree to any changes to the Agreement, it must terminate this Agreement by sending an e-mail notifying TP GLOBAL of its intention to discontinue its participation in the Referral Program.
All notices relating to this Agreement will take effect: if sent by e-mail to the Contact email address specified in this Agreement or as notified in writing from time to time.
11. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.