1. Referrals

Referral Program. Viceversa operates a program with Viceversa customers (“Customers” or “you”) who wish to introduce potential customers to Viceversa (the “Program”). The Program is governed by these Terms and Conditions, our Terms of Business and any other relevant ancillary document provided to you by Viceversa or form that you are required to submit as part of the Program (the “Terms and Conditions”). By participating in the Program, you agree to comply with the Terms and Conditions.

2. Definitions

The following definitions apply in these Terms and Conditions.

Prospective Customer: a customer (i) to whom Viceversa has not at any time previously provided any services and with whom Viceversa has not been in negotiations to provide its services before the Referral Date; (ii) which is a digital business, an ecommerce, Saas or a provider of digital services; (iii) which is an entity that is incorporated in a country in which Viceversa offers its services; (iv) which has been trading for at least six (6) months; and (v) which has generated at least EUR10,000 in monthly revenue in its most recent six (6) months of trading.

Refer, Referral or Referred: the introduction by you to Viceversa of the contact details of a Prospective Customer (that knows one or more individuals at the Customer and is of sufficient seniority to authorise or recommend the purchase of the services provided by Viceversa) in accordance with clause 3, resulting in the Prospective Customer entering into a Relevant Contract with Viceversa.

Referral Date: the date on which you submitted a Referral in accordance with clause 3.1.

Reward: the amount which may be paid to you subject to the terms of these Terms and Conditions, as set out in clause 4.1.

Relevant Contract: a contract for the supply of the services entered into between Viceversa and a Prospective Customer who was Referred by you during the Term.

Term: has the meaning given to it in clause 10.1.

Viceversa: means Viceversa SRL, including its affiliates, subsidiaries and members of its group of companies.

3. Referral Process

3.1.Provision of Referral. You may submit a Referral either (i) by email to any Viceversa employee; or (ii) via our platform by providing the required information.

3.2.Contact. Once a Referral has been submitted, Viceversa will contact the Prospective Customer to provide them with information to discuss entering into negotiations in relation to its services.

4. Rewards and Payment

4.1. Rewards: Where you Refer a Prospective Customer to Viceversa and such Prospective Customer signs a Relevant Contract with Viceversa and repays the first 3 periods, you may be eligible for one or more Rewards on the basis set out below and subject to the following conditions:

  • Prospective Customer enters into its first Relevant Contract within sixty (60) days of the relevant Referral, and
  • Prospective Customer correctly perform under the conditions of the Relevant Contract signed with Viceversa, for two (2) consequent months.

The amount of the Reward is €250 and paid in Amazon Gift Cards.

4.2. Due date for Reward. Each month, Viceversa shall notify you in writing of the number of Prospective Customers Referred by you and the Rewards accrued to you in the relevant month. Any Reward accrued pursuant to this clause 4 shall be send via email in the month following the completion of all the conditions set out in art. 4.1, unless otherwise agreed.

4.3. Taxes. Rewards are inclusive of value added tax or other applicable sales tax. Each party shall be responsible for all other taxes, duties, withholdings and/or levies under any applicable laws. If at Viceversa we are required to withhold any withholding or similar taxes, we will do so and will make these payments. Any withholding taxes paid by us to the relevant tax authority will be deducted from any amounts due to you, such that the amount paid to you will be net of the withholding taxes.

4.6. Exclusions from Commission. No Rewards or other compensation shall accrue where:

  • the Prospective Customer is a company with which you are affiliated, or the Prospective Company is an affiliate of such company;
  • for any reason, Viceversa, in its sole discretion, opts not to enter into a Relevant Contract with the Prospective Customer;
  • the Prospective Customer enters into additional Relevant Contracts; Rewards accrue only in respect of the first Relevant Contract entered into by a Prospective Customer; or
  • ‍in respect of consequential Referrals, i.e. a Prospective Customer is Referred by you and the Prospective Customer then Refers Viceversa to a third party who enters into discussions and / or purchases services from Viceversa (a “Consequential Referral”), Rewards shall not accrue in respect of that Consequential Referral.

5. Confidentiality

5.1. Obligations of confidentiality. Each party undertakes that it shall not at any time during the term of these Terms and Conditions, and for a period of three (3) years after termination of these Terms and Conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 5.2.

5.2. Confidentiality exceptions. Each party may disclose the other party’s confidential information:

5.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and

5.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6. Intellectual Property

6.1. Viceversa rights. You acknowledges that Viceversa retains all right, title and interest in and to any and all intellectual property rights in and to (a) all materials; (b) any and all services (or any portion thereof), and (c) any and all proprietary algorithms, processes or systems of Viceversa relating to provision of its services.

6.2. License and Marketing material. Viceversa hereby grants you a non-exclusive, limited, worldwide, royalty-free, fully paid-up, revocable and non-transferable license, for the Term, to use Viceversa’s logos and trademarks for the sole purpose of marketing and promoting our services under these Terms and Conditions. Except as expressly set forth herein, you shall have no right or interest in Viceversa’s materials. You shall not produce any marketing material for our services or use our name, logo or trade marks on any marketing material without the prior written consent of Viceversa.

7. Data Protection

You warrant that you shall always comply with all applicable data protection legislation. The provision of a Referral requires you to share certain information about Prospective Customers (which will include personal data, “Prospective Customer Data”) with Viceversa. You covenant and undertake that you have and will obtain explicit consent from the Prospective Customer prior to sharing with us.

8. Indemnity

8.1. You hereby indemnify, hold harmless, and defend us, Viceversa and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to legal fees and expenses) incurred in connection with any claim related to your acts or omissions in relation to the Program, including your breach of these Terms and Conditions, negligence, misconduct, violations of law, or any allegation or claim that your content or marketing materials violate or infringe the intellectual property or privacy rights of a third party.

9. Limitation of Liability

9.1. Exclusion of Consequential Damage. In no event will Viceversa be liable for any loss of profits or any indirect, special, incidental, reliance or consequential damages of any kind regardless of the form of action or whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance.

9.2. Liability Cap. Subject to clause 8.1 above, Viceversa’s entire liability to you will in no event exceed the aggregate Rewards paid by us to you in the three (3) months immediately preceding the occurrence of the claim for which damages is sought.

10. General

10.1. Term and Termination. The term of these Terms and Conditions will begin upon your provision of a Referral and shall continue until terminated (the “Term”). Either you or Viceversa may terminate your participation in the Program at any time, with or without cause, without prior written notice.

10.2. Variation or Termination of Program. Viceversa may modify, discontinue or suspend the operation of the Program itself and these Terms and Conditions at any time and for any reason, in which case Viceversa will pay any Rewards which are properly payable pursuant to these Terms and Conditions, as at the effective date of termination. Viceversa will determine, in its sole discretion, whether the Program requirements have been satisfied and whether any Rewards are due.

10.3. No partnership or agency between the parties. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

10.4. Governing law. These Terms and Conditions shall be governed and construed in accordance with Italian Law and each party hereby submits to the exclusive jurisdiction of the Italian courts for the resolution of disputes hereunder.

10.5. Contact us. To contact us, please email [email protected].

‍Dated 01 January 2024