Referral Terms

THIS AGREEMENT (“Agreement”) is made on the date upon which it is first agreed between the parties (“Effective Date”).

1. Parties

This Agreement is entered into between:

1. Purple WiFi Limited (“Purple”), a company registered at First Floor, Sandringham House, Hollins Brook Park, Bury, BL9 8RN, United Kingdom.
2. The “Referral Partner,” as identified in the Referral partner Sign-up form.

Each referred to individually as a “Party” and collectively as the “Parties.”

2. Purpose

Purple operates a referral programme, and the Referral Partner has agreed to introduce potential customers to Purple in accordance with the terms of this Agreement.

3. Key Terms

3.1 Referral Fees

• The Referral Partner will receive a 15% referral fee on the Annual Recurring Revenue (ARR) invoiced amount for the initial term of a customer contract. Please note that this fee applies only to the licensing price and excludes hardware costs, managed services, and professional services.
• If more than one Referral Partner is involved in a single opportunity, the Referral Fee shall be split equitably.
• Payment of Referral Fees shall be made within 30 Business Days of Purple receiving a valid invoice from the Referral Partner.

3.2 Customer Qualification

• A Potential Customer must meet the following criteria for the Referral Partner to qualify for a Referral Fee:
  • The Customer must not already be engaged with Purple through another Referral Partner or Purple directly.
  • The Referral Partner must set up an initial meeting and qualify the lead in accordance with Purple’s criteria.

3.3 Payment and Taxation

• All Referral Fees are exclusive of VAT or any applicable sales tax.
• Purple reserves the right to modify payment methods or Referral Fee calculation upon 20 Business Days’ written notice, which will only apply to future referrals.

4. Operative Provisions

1. This Agreement incorporates by reference the following documents, as updated from time to time:
   • Purple’s WiFi Terms of Use at https://purple.ai/wifi-terms-of-use/
   • Purple’s Service Description at https://purple.ai/service-description/
   • Purple’s Support Service Standards at https://purple.ai/support-service/
   • Any other governing documents communicated by Purple to the Referral Partner.
2. The Referral Partner agrees to comply with these documents and ensure that Customers are informed of and adhere to applicable terms where relevant.

5. Confidentiality

• Both Parties shall maintain the confidentiality of any proprietary information shared during the term of this Agreement.
• Confidentiality obligations shall survive for 5 years following the termination of this Agreement.

6. Intellectual Property

• All Intellectual Property Rights related to Purple’s services and technology remain the exclusive property of Purple.
• The Referral Partner may not copy, modify, or reverse-engineer any of Purple’s proprietary software or branding.

7. Data Protection

• Compliance with Data Laws: The Referral Partner must comply with all applicable data protection laws, including GDPR and CCPA.
• Processing and Security:
  • The Referral Partner must ensure secure handling of customer data.
  • Purple reserves the right to audit the Referral Partner’s data protection compliance upon reasonable notice.
• Subprocessors: The Referral Partner must ensure that any third-party subprocessors comply with equivalent data protection obligations.

8. Termination

This Agreement may be terminated:

1. By Either Party: With 30 days’ written notice after the Initial Term.
2. For Cause: Immediately, if either Party:
   • Commits a material breach and fails to remedy it within 14 days.
   • Becomes insolvent or ceases business operations.
3. By Purple: If the Referral Partner misrepresents Purple’s services or engages in activity that damages Purple’s reputation.

Upon termination, all Referral Fee payments for active referrals shall cease, and confidential information must be returned or destroyed.

9. Liability and Indemnity

• Liability Cap: Purple’s liability under this Agreement shall not exceed the total amount paid by the Referral Partner in the preceding 12 months, consistent with the liability limitations in Purple’s Reseller Agreement.
• Exclusions: Neither Party is liable for indirect or consequential damages, including loss of profits or data.
• Indemnification: The Referral Partner shall indemnify Purple against claims arising from its misrepresentation of Purple’s services, breaches of data protection obligations, or any unauthorized use of Purple’s intellectual property.

10. Force Majeure

• Neither Party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, cyber-attacks, or significant supply chain disruptions, consistent with the Reseller Agreement.

11. Governing Law and Jurisdiction

• This Agreement is governed by the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the courts of England, consistent with the Reseller Agreement.
• Any disputes shall be resolved in the courts of England.

12. Additional Provisions

• All referenced documents and policies may be updated by Purple and communicated to the Referral Partner in writing. The Referral Partner shall be given reasonable notice of any material changes, aligning with the Reseller Agreement.
• Any amendments to this Agreement must be made in writing and signed by both Parties.

Referral Terms

Created on 08 June 2023

Last updated on 11 February 2025