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Xeneta Referral Program Terms and Conditions

1. THE AGREEMENT  

  • This Agreement (“Agreement”) is entered into and becomes effective as of the date on which the existing customer of Xeneta accepts the terms of this Agreement (the “Referring Customer” and the “Effective Date”, respectively). This Agreement is entered into by and between Xeneta AS, a company organized and existing under the laws of Norway, registered under number NO: 915 736 076, with its head office located at Biskop Gunnerus gate 14A, NO-0185 Oslo, Norway, and its affiliates (hereinafter “Xeneta”), and the Referring Customer.
  • Xeneta and Referring Customer are individually referred to as a “Party” and jointly referred to as the “Parties”.
  • Participation in this Agreement is entirely voluntary and at the discretion of the Referring Customer. It does not constitute a condition for any current or future business relationship. Participation shall have no influence on any business decision, terms, or outcomes.

2 SCOPE OF AGREEMENT

2.1  The scope of the Agreement between the parties is outlined in the main steps below:

  1. Referring Customer provides Xeneta with referrals to other businesses who may be interested in Xeneta’s Products.
  2. Referring Customer, due to its role in the industry, has the opportunity to help Xeneta grow its customer base by referring potential customers to Xeneta.
  3. Xeneta develops, operates and markets web-based solutions facilitating assembling of actual freight rates worldwide, crowd sourced from industry stakeholders, feeding back real-time benchmarks and unique market intelligence (“Products”).
  4. The Parties desire to enter into a referral arrangement whereby the Referring Customer would refer potential customers to Xeneta and receive a Reward, as defined in this Agreement, from Xeneta in the event that such referral leads to a binding Contract in accordance with the terms herein.

3 DEFINITIONS

3.1  The following terms shall have the designated meaning:

“Customer” means a Potential Customer who has entered into a binding Contract with Xeneta about purchasing a Product.

“Contract” means a binding commercial contract signed between Xeneta and a Customer regarding the purchase of a Product.

New Lead” means a company or entity, discovered by the Referring Customer, which could purchase the Products and is not already in dialogue with Xeneta about purchasing Xeneta’s Products.

“Potential Customer” means a New Lead that is qualified/accepted by Xeneta and likely to become a Customer by entering into a Contract with Xeneta.

“Reward” means the incentive to be paid by Xeneta to the Referring Customer as described in section 6.

4 ROLES AND RESPONSIBILITIES

4.1 Referring Customer will be responsible for:

  1. identifying New Leads for Xeneta through its own network, and consulting with Xeneta for the purposes of identifying such New Leads.
  2. submitting the New Leads via Xeneta’s online referral form at xeneta.com/referral-program. Xeneta will determine in its sole discretion whether the referred company qualifies as a Potential Customer.
  3. providing a description of the Products to New Leads and introducing them to Xeneta, carrying out any additional tasks that may reasonably be needed to complete this process.
  4. using its best efforts to promote the sale of the Products in strict adherence to (1) any guidelines issued by Xeneta and (2) regulatory and professional requirements, and all applicable laws, and regulations.
  5. bearing all costs and liabilities relating to the conduct of its business, including but not limited to the cost and expense of providing and maintaining its place of business, the wages of its employees, and its expenses incurred for or in connection with its performance under or breach of this Agreement.
  6. refraining from making any representations or warranties in respect of the Products except those representations and warranties authorized in writing by Xeneta, in the form of marketing and sales material and technical specifications.
  7. refraining from disparaging Xeneta and its subsidiaries or the Products, or from otherwise injuring the reputation and good standing of Xeneta and its subsidiaries.

4.2  In order to assist the Referring Customer in fostering the promotion and sale of the Products, Xeneta shall:

  1. provide Referring Customer with updated information relating to the Products.
  2. carry out value assessments for New Leads identified by the Referring Customer that would require an analysis of their freight rate data as part of their assessment of the Products.

4.3  Xeneta shall be responsible for:

  1. reviewing and confirming whether the submitted New Lead is a Potential Customer under this Agreement;
  2. managing all communication and commercial discussions with the New Lead;
  3. determining pricing, contractual terms, and timing of any Contract;
  4. providing the Reward to the Referring Customer if and when a New Lead becomes a Customer within 6 (six) months from the submission of the New Lead by the Referring Customer to Xeneta.

4.4  This Agreement does not give permission for Referring Customer to enter into any contract or agreement with a third party on behalf of Xeneta or enter into any contract or agreement with a third party regarding the Products.

5 COSTS AND COMPENSATION

5.1 If a New Lead becomes a Customer within 6 (six) months from the submission of the New Lead by the Referring Customer to Xeneta, Xeneta shall provide the Referring Customer with a one-time Reward, subject to the conditions below.

The type of Reward shall be as follows:

  • · In the case that a New Lead that (i) is accepted by Xeneta as a Potential Customer, and (ii) attends a product demonstration scheduled and conducted by Xeneta (“Successful Demo”), the Referring Customer shall receive a one-hour session with Xeneta’s analysts, including the Chief Analyst and Chief Air Freight Officer, or someone in a similar position as determined by Xeneta.

For a signed Contract:

  • For BCO Referring Customers: A customized Value Report, as defined and prepared by XenetaThe Value Report includes, but is not limited to, market overview, customer and industry performance, competitive analysis, and cost benchmarking.
  • For LSP Referring Customers: Two (2) additional complimentary tickets to the next Xeneta Summit (subject to availability and program capacity

5.3 Rewards are:

  1. Personal to the Referring Customer and non-transferable; and
  2. Not redeemable for cash, credit, or any other form of compensation.

5.4 Xeneta will issue the Reward within 4 (four) months after the New Lead signs a Contract or within 60 (sixty) days after confirmation of a Successful Demo.

5.5 Unless otherwise expressly agreed between the Parties, both Parties shall cover their own costs incurred with the performance of this Agreement.
 

5.6 The Parties agree that no further compensation shall be due by Xeneta to the Referring Customer for any upsell, cross-sell, renewal, or any additional revenue generated from such Contract after its signature.

5.7 Customer referrals for customers that are then-currently customers of Xeneta, or with whom Xeneta is then currently negotiating, will not result in compensation being earned or accrued by the Referring Customer.

5.8 In case Xeneta has prior business contacts with a Potential Customer, Xeneta may, at its sole discretion, retain the right to work with the Potential Customer exclusively.

5.9 The Referring Customer acknowledges and agrees that any Reward or incentive provided by Xeneta under this Agreement, including without limitation gift cards, may constitute taxable income under applicable laws in the jurisdiction of the Referring Customer. The Referring Customer is solely responsible for complying with all applicable tax laws and regulations, including any obligation to declare or report such rewards to the appropriate tax authorities.

6 INTELLECTUAL PROPERTY RIGHTS

6.1  Intellectual property rights shall be governed exclusively by the existing agreement between Xeneta and Referring Customer, and nothing in this Agreement shall be construed to modify or grant any additional rights therein.

7 LIABILITY AND BREACH OF CONTRACT

7.1  If a Party does not comply with its obligations under this Agreement, this will constitute a breach of this Agreement. A Party in breach of its obligations under this Agreement shall use all reasonable efforts to remedy the breach without undue delay after being notified to do so.

7.2  The Parties shall be liable for violations of essential obligations under this Agreement. The Parties are also liable for violations of this Agreement due to negligence or intent.

7.3  Except for damages arising as a result of or related to (a) breach of a party’s indemnity obligations hereunder; (b) breach of a party’s confidentiality, data security or data privacy obligations hereunder; or (c) violation of applicable law, rule, code or regulation: (1) in no event shall a party be liable for any consequential, incidental, indirect or special damages (including but not limited to lost profits), whether based on breach of contract, tort or otherwise, even if advised of the possibility of such damages; and (2) the total liability of a party in connection with this Agreement shall in no event be greater than the referral fee(s) paid or payable hereunder.

8 INDEMNITY

8.1  Each Party shall defend, indemnify and hold the other Party harmless from and against any and all losses, suits, and any other liabilities and any nature, that arise out of or in any other way relates to or is derived from any third-party claim raised against the other Party's infringement of a third party's Intellectual Property rights or breach of its confidentiality obligations inconsistent with law or this Agreement. This indemnity shall not apply where the loss, suit, expenses and any other liabilities of any nature are caused or contributed to (to the extent they are caused or contributed to) by the other Party's negligence or breach of the terms and conditions of this Agreement.

9 TERM AND TERMINATION

9.1 The term of this Agreement is from the Effective Date and shall remain in force until it has been terminated by either Party in accordance with the provisions herein.

9.2 This Agreement may be terminated by either Party by providing prior notice in writing (including by e-mail) 60 (sixty) days in advance.

9.3 Either Party may terminate this Agreement with immediate effect by written notice to the other Party: (a) if the other Party is in breach of this Agreement, (b) a breach remains uncured 10 (ten) days after the issuance of a notice to cure by the non-breaching Party; (c) in case of the dissolution, sale, taking over possession, or similar of the other Party, (d) in case of the other Party enters into bankruptcy, insolvency or similar proceedings aimed at seeking protection from creditors.

10 CONSEQUENCES OF TERMINATION

10.1  All rights and obligations of the Parties shall cease to have effect immediately upon termination of this Agreement, except that termination shall not affect:

  1. any accrued rights and obligations of the Parties at the date of termination.
  2. the continued existence and validity of the rights and obligations of the Parties under those Sections of this Agreement that are expressed to survive termination.
  3. any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement.

10.2  Upon termination of this Agreement by either Party, each Party will immediately discontinue making all representations or statements from which it might be inferred that any relationship exists between the Parties.

10.3  The termination of this Agreement shall not itself, in any circumstance, give rise to any liability of neither of the Parties to pay any compensation.

11 CONFIDENTIALITY

11.1  The Parties’ confidentiality obligations shall be governed exclusively by the existing agreement between the Parties. Nothing in this Agreement shall be construed to amend or expand such obligations.

12 DATA PROTECTION

12.1  The Parties commit to compliance with data protection laws. As far as personal data is processed, this data processing will take place exclusively according to the laws and regulations applicable and other data protection regulations. The Parties agree to comply with the legal requirements of data protection, in particular, those of the Regulation (EU) 2016/679 General Data Protection Regulation (“GDPR”), as amended, and if applicable to adopt without revision or modification the pertinent standard contractual clauses published in the Official Journal of the EU on June 7, 2021 (“SCCs”) to ensure compliance with the requirements of GDPR on the protection of natural persons regarding the processing of personal data and the free movement of such data to a third country outside the EU.

12.2  The Parties shall comply with GDPR and applicable privacy and data regulations laws in relation to any processing of personal data, including but not limited to those arising from New Leads and Potential Customers.

12.3  The Referring Customer shall obtain the New Lead’s and Potential Customer’s consent to share, divulge or transfer any personal data to Xeneta, to the extent reasonably appropriate in connection with this Agreement. The Referring Customer may only provide personal data to Xeneta after having sought and obtained such consent.

12.4  For the purposes of this Article, personal data have the definition outlined in the GDPR.

12.5  Each Party is obliged to process (or have processed) entrusted personal data only as part of activities in conjunction with this Agreement. With the termination of this Agreement, relevant data must be deleted immediately. If third parties need to be involved, each Party is obliged to impose the same duties upon these third parties.

13 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes any previous or contemporaneous communications, representations, agreements, or undertakings between the Parties, whether oral or written, regarding the subject matter of this Agreement.

14 INVALID CLAUSES

14.1  If any term or provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the Parties shall substitute for the affected portion an enforceable provision(s) which most closely approximates the intent and the economic effect thereof.

14.2  The Parties shall try to agree on suitable clauses to replace the one that is deemed invalid. The new clause should, as far as possible, achieve the same financial, legal and commercial aims as the invalid one.

15 GOVERNING LAW AND JURISDICTION

15.1  The parties' rights and obligations following from the Agreement shall be governed by Norwegian law. The parties shall seek to solve amicably through negotiations any dispute, controversy or claim relating to this Agreement. If the parties fail to solve such dispute, controversy or claim by an amicable written agreement within 14 (fourteen) days after such negotiations have been initiated by a party, such dispute, controversy or claim shall be submitted to the courts of Norway with Oslo District Court (No. Oslo tingrett) as agreed legal venue.

16 AMENDMENTS AND ASSIGNMENT

16.1  No amendments in this Agreement shall be valid unless in writing and signed by both Parties. The Parties may not assign or subcontract this Agreement without the prior written consent of the other Party.

17 GENERAL

17.1  Either Party's failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights.

17.2  Clause 7 (intellectual property rights), 11 (confidentiality), and 14 (data protection) will survive any expiration or termination of this Agreement.

17.3  All notices hereunder shall be made in writing and may be made electronically to the addresses set forth below:

Xeneta: legal@xeneta.com

17.4  Each of the Parties represents and warrants that any person submitting or receiving electronic notice under this Agreement is an authorized representative of its business organization and is authorized to bind and act on behalf of such organization for the purposes described herein.