Comtrust Referral Partners: Terms & Conditions ---------------------------------------------- The following are the terms and conditions for participating in the Comtrust Referral Partner “CRP” Programme. “Referral Partner” refers to the party accepting these terms and conditions and “Comtrust” refers to Comtrust, the eSolutions business unit for Etisalat, United Arab Emirates. Comtrust reserves the right to amend and modify these terms and conditions as needed from time to time, and the Referral Partner agrees that any such amendment will apply immediately to the Referral Partner. The continuation of Partner status or the Referral Partners acceptance of income or fees shall constitute the Referral partners acceptance of any and all amendments. The Referral Partner agrees to be appointed as a Referral Partner subject to the terms and conditions defined herewith, and accepts to be held responsible for any violations of any of this terms and conditions of Comtrust Referral Partner Programme. A. Scope of Work ----------------- 1. Comtrust shall allow the Referral Partner to forward leads and business opportunities of all Comtrust Products and Services as defined in the Comtrust Portfolio to a designated Comtrust Contact. Comtrust reserves the right to stop any party from reselling any part of the product and/or service range subject to prior notification to the Referral Partner. 2. The Referral Partner agrees that being a Comtrust Referral Partner he always works as an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of Comtrust. The Referral Partner also agrees not to incur any debt, expense, and obligation on behalf of, for, or in the name of Comtrust. 3. The Relationship between Comtrust and its end customers will be created directly once the Products & Services have been sold and provisioned to them. 4. Each customer will be assigned to a Comtrust Account Manager to ensure accuracy of product information. 5. Comtrust reserves the right to deny or withhold any payment of fees should a reasonable suspect of any malpractice is detected with the customer or internally observed through the allocated Account Manager 6. The Referral Partner shall hold harmless and indemnify Comtrust for any liability incurred by Comtrust as a result of any act or omission of the Referral Partner including infringement of any intellectual property, moral, privacy or confidentiality or other rights of any person or party. 7. All Referral Partner applications are subject to approval by Comtrust. 8. Comtrust is not responsible for technical problems, acts by third parties, or other events outside its reasonable control, which may temporarily disrupt or diminish the service. 9. The Referral partner shall follow Comtrust advertising guidelines and agree not to misrepresent Comtrust Products and Services. B. Payments and Commissions --------------------------- 1. Although Comtrust Referral Partner Programme is not limited to customer within the United Arab Emirates, nevertheless all payments shall be made in AED. 2. Comtrust shall make available, through individual request or by published information, all relevant product and service pricing. It is the responsibility of the Referral Partner to ensure the accuracy and validity of any pricing quotes made out to the customers. 3. The Referral partner may not provide any discount on Comtrust published pricing without the prior approval and consent of Comtrust 4. Comtrust Referral Partner programme fees will be 10% of the first Cheque of payment and it will be paid within 25 days of the end of each quarter for the previous quarters sales in accordance with Annexure A. 5. If the amount to be paid under subparagraph 4 above does not exceed AED 1000, then the payment of such fees will be rolled over to the next quarter. In such cases where the Referral Partner is inactive for a period greater than one year, the Referral Partner hereby accepts and agrees to forfeit any commission balance less than AED 1000 to Comtrust. 6. The commission fees can only be paid once invoices have been paid 7. If a sale is cancelled or refunded after payment of Comtrust Referral Partner programme fees; such amounts will be deducted from the next payment cycle. 8. The Referral Partner agrees to furnish Comtrust with all relevant documentation along with claims for payment. 9. The Referral Partner may be upgraded to be Comtrust Solution Partner after THREE (3) successful client implementations at the sole discretion of Comtrust. A separate application procedure and agreement will be concluded. C. Nature of the Relationship ----------------------------- 1. Comtrust shall not be liable to the Referral Partner or any other party for any loss of profit, loss of revenue or business expectations or any indirect or consequential loss or damage that may result from the implementation of this relationship. 2. This Comtrust Referral Partner agreement contains the complete understanding of the parties hereto with respect to all the services and no representations, inducements, arrangements or undertakings, whether oral or written, express or implied shall have any force or effect other than those contained herein. 3. Comtrust reserve the right to terminate this relationship at any time. The terms of this relationship shall be for a period of one year from the date hereof and shall automatically renew upon each anniversary, without further act of the parties, unless either party has terminated this relationship by giving the other (30) days prior written notice. D. Governing Laws & Jurisdiction -------------------------------- 1. These terms and conditions shall in all respects be governed by, and shall be construed in accordance with the laws of the United Arab Emirates. 2. All disputes arising out of or by reason of these terms and conditions shall be subject to the jurisdiction of the courts of the United Arab Emirates Annexure A Referral Fees for Referral Partners – UAE and International EHosting Services (excluding Server Lease and other Etisalat Provisioned Services) Fees Payable: 10% of first Cheque (set-up + 1st quarter) Payment Services Fees Payable: 10% of first Cheque (set-up + 1st quarter) Hosting (Quickshop) Fees Payable: 10% of first Cheque (set-up + 1st quarter) SecureAccess PKI solution Fees Payable: 10% of total price of package