1. ACCEPTANCE OF TERMS
1.1 By entering into this Referral Agreement (“Agreement”), you acknowledge and agree to the terms and conditions set forth herein. This Agreement is entered into as of the Effective Date by and between Cafeto Software USA LLC (“Cafeto”) and The Referrer (“Referrer”).
2. REFERRALS
2.1 Referrer may refer customers to Cafeto through two scenarios:
Scenario 1 (Direct Agreement Between Cafeto and Customers for Staff Augmentation Services): Referrer introduces potential customers to Cafeto for Staff Augmentation Services. Cafeto has sole discretion to enter into agreements with introduced customers.
Scenario 2 (Direct Agreement Between Cafeto and Customers for Software Development Services): Referrer introduces potential customers to Cafeto for Software Development Services. Cafeto has sole discretion to enter into agreements with introduced customers.
3. REFERRAL PAYMENTS
3.1 Referral fees are based on the actual collection of accounts receivable from referred customers.
Scenario 1: Cafeto pays a 3% monthly referral fee for the first project closed with the client, up to 12 months.
Scenario 2: Cafeto pays a 3% referral fee for the first project for each client, regardless of the project’s duration.
4. PAYMENT TERMS
4.1 For Cafeto clients referring businesses, the 3% commission becomes a discount on the invoice that the client has with Cafeto in Staffing and Software Development modalities.
4.2 For individuals without a labor or commercial relationship with Cafeto, the commission is paid through an invoice.
4.3 The commission payment is made once the sprint has been invoiced in the case of development or monthly for the invoiced resource.
5. TERM AND TERMINATION
5.1 The initial term of this Agreement is twelve (12) months, automatically renewing for successive one-year terms unless either party provides written notice not to renew. Certain provisions survive expiration or termination.
6. REPRESENTATIONS AND WARRANTIES
6.1 Each party represents and warrants its right to enter into and perform this Agreement and that it is not party to any agreements limiting performance. Parties also confirm no pending claims or litigation affecting performance.
7. INDEMNIFICATION
7.1 Parties agree to indemnify, defend, and hold harmless against claims arising from a breach of duties, obligations, representations, or warranties under this Agreement.
8. LIMITATION OF LIABILITY
8.1 Neither party is liable for indirect, incidental, consequential, special, or exemplary damages.
9. CONFIDENTIALITY
9.1 Parties agree to maintain confidentiality of each other’s information and use it only for the purpose of this Agreement. Confidentiality obligations survive termination for three (3) years.
10. DURATION OF THE REFERAL PROGRAM
10.1 The DURATION OF THIS PROMOTION is effective from December 1st, 2023, and shall continue for the initial term of thirteen (13) months, concluding on December 31st, 2024. The promotion will automatically renew for successive one-year terms unless either party provides written notice not to renew.
11. MISCELLANEOUS
11.1 Notices, severability, waiver, entire agreement, governing law, relationship of parties, assignment, and dispute resolution terms are outlined. Both parties acknowledge the waiver of a jury trial.