Last Updated: July 10, 2025

1. Purpose

This Agreement sets forth the terms and conditions under which Partner may refer potential customers to FERO’s “FERO Smart Checkout” solution.

2. Referral Program and Compensation

2.1 Referral Submission
Partner agrees to submit each referral through FERO’s designated Partner Referral Form available here. Referrals submitted through any other means shall not be eligible for compensation.

2.2 Eligibility Confirmation
FERO shall confirm within two (2) business days of submission whether the referred lead is a new prospect and not an existing customer, active lead, or previously referred party.

2.3 Retroactive Referrals
Any referred customers that were introduced by the Partner prior to the effective date of this Agreement shall be included under this Agreement.

3. Term and Termination

3.1 Term
This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon thirty (30) days’ written notice.

3.2 Termination for Cause
Either Party may terminate this Agreement for material breach, provided that the breaching Party is given fifteen (15) days’ notice and an opportunity to cure such breach.

3.3 Effect of Termination
Upon termination, FERO shall continue to pay referral fees on referred customers acquired during the term of the Agreement, for so long as those customers remain paying customers.

4. Confidentiality

Each Party agrees to maintain the confidentiality of non-public business, technical, and financial information received from the other Party in connection with this Agreement.

5. Intellectual Property

Each Party retains all right, title, and interest in and to its own intellectual property. No licenses or rights are granted except as expressly set forth herein

6. Marketing and Use of Marks

Each Party may use the other’s name, logo, and approved materials solely for referral-related marketing, subject to brand guidelines and prior approval

7. Limitation of Liability

To the maximum extent permitted by law, neither Party shall be liable for indirect, incidental, special, or consequential damages arising out of this Agreement. FERO’s total cumulative liability under this Agreement shall not exceed the total referral fees paid to Partner in the twelve (12) months preceding the claim

8. General Provisions

8.1 Governing Law
This Agreement shall be governed by the laws of the Netherlands, without regard to its conflict of laws principles.

8.2 Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior discussions or agreements.

8.3 Amendments
This Agreement may be amended only in writing signed by both Parties.

8.4 Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.