These Referral Service Terms (the “Service Terms”) are incorporated into the Agent Agreement (the “Agreement”) between infoStructure and Technology Advisor referenced therein. All capitalized terms not defined in these Service Terms have the meaning assigned to them in the Agreement.
1. Services. The Services that may be Marketed by Technology Advisor to prospective customers, together with their respective commission rate, are set forth (or as otherwise communicated by infoStructure in writing) (the “Services and Commission Plan”). The Services and Commission Plan may be amended by infoStructure from time to time.
2. Responsibilities. Technology Advisor’s responsibilities in Marketing the Services include, but are not limited to, identifying and qualifying prospective customers, designing solutions, closing sales, expanding the Services sold to customers and generating referrals from customers.
3. Order Processing. Orders for Services shall be submitted by Technology Advisor to infoStructure pursuant to infoStructure marketplace or as otherwise determined by infoStructure. infoStructure will have the right, at its sole discretion, to accept or reject any and all Service orders and to determine the terms and conditions of the Services or other adjustments without liability to Technology Advisor. infoStructure will not be liable to Technology Advisor for any action or omission by a Provider.
4. Compensation.
4.1. Standard Commissions. infoStructure will pay to Technology Advisor a standard monthly commission equal to the product of (x) the gross commission actually received by infoStructure from a Provider for the aggregate sales resulting from Technology Advisor’s direct sales efforts, multiplied by (y) the applicable rate(s) as set forth in the Services and Commission Plan or otherwise communicated by infoStructure in writing. infoStructure will in no event be liable for such standard commission(s) to Technology Advisor until and if the underlying gross standard commission is actually received by infoStructure from the corresponding Provider.
4.2. Special Commissions (SPIFs and Bonuses). If a Provider offers a special commission for an eligible Service, infoStructure will pay to Technology Advisor a special commission equal to the product of (x) the special commission actually received by infoStructure from a Provider for the aggregate sales for eligible Services resulting from Technology Advisor’s direct sales efforts, multiplied by (y) the applicable rate(s) as set forth in the Services and Commission Plan or otherwise communicated by infoStructure in writing. infoStructure will in no event be liable for any such special commission(s) to Technology Advisor until and if the related special commission is actually received by infoStructure from the corresponding Provider.
4.3. Payment Schedule. The commissions owed by infoStructure to Technology Advisor pursuant to this Section 4 will be paid no later than the last business day of the month immediately following the month in which the commission is actually received by infoStructure.
4.4. Dispute. Technology Advisor may dispute any commission payment by providing infoStructure with a written notice of such dispute, including the amounts claimed to be due, no later than fifteen (15) business days prior to the last day of the dispute period in the applicable agreement between the corresponding Provider and infoStructure (the “Dispute Period”). If Technology Advisor fails to submit a dispute notification to infoStructure within the Dispute Period, infoStructure will have no obligation or liability whatsoever with respect to such dispute, including the amounts claimed thereunder.
4.5. Chargebacks. If infoStructure pays a commission that is subsequently owed, refunded or credited back to any Provider for any reason, or if infoStructure pays a commission to Technology Advisor in error, infoStructure may either (a) deduct the amounts of such commission from future commissions owed to Technology Advisor or (b) require Technology Advisor to repay such commission to infoStructure within thirty (30) days of infoStructure request therefor.
4.6. Survival. In the event the Agreement is not renewed or is terminated for any reason whatsoever, each Party’s obligations under this Section 4, including infoStructure obligations to pay commissions pursuant to Sections 4.1 and 4.2, shall survive such non-renewal or termination of the Agreement.
5. Provider Agreements. Technology Advisor acknowledges and agrees that infoStructure right to offer the Services is governed by agreements between the Providers and infoStructure (the “Provider Agreements”). In the event a Provider Agreement provides for an obligation, covenant, undertaking or requirement that is not covered by the Agreement or these Service Terms (an “Additional Provider Requirement”), infoStructure will have the right to require that Technology Advisor comply with the Additional Provider Requirement. If Technology Advisor fails to comply with the Additional Provider Requirement, Technology Advisor will then no longer have the right to Market the Services of the Provider imposing such Additional Provider Requirement.
