Wizzfone Limited is a company registered in England under registration number 05440617. Its registered
office address is: Alum House, 5 Alum Chine Road, Bournemouth, Dorset, BH4 8DT, UK.
© Copyright 2007 - 2012. All rights reserved.
Terms & conditions for the referral agreement of Wizzfone Wizzpay service
Definitions
"Wizzfone" or "us" means Wizzfone Limited, 5 Alum Chine Road, Bournemouth, Dorset, BH4 8DT, United Kingdom.
" Referral Partner", "You", "your" or "you" means the signatory to this agreement or the entity entering into this agreement by
agreeing to these terms by using and or registering at www.wizzfone.com or www.wizzpay.com.
"Product" means a product or service provided by Wizzfone as specified in detail at the wizzfone.com or wizzpay.com web site
or attached to this contract. Products identified on the Wizzfone.com or Wizzpay.com websites are modified from time to time.
"Payment Product" means a Product in connection with which Wizzpay provides you with a payment wizard.
"Payment Wizard" means a Product provided by Wizzfone through the Wizzpay.com website which provides you with a facility, a
debit, credit card PayPal payment interface, (an app) to charge your customers for products and services via the secure PayPal
payment service.
"Service or Product" means any product or service provided by you directly or indirectly to your customer and charged via the
Wizzpay Payment Wizard.
"Merchant" refers to you, the provider of the chargeable product or service.
“Business Day” means any day other than Saturday or Sunday that is not a bank or public holiday;
“Commencement Date” means the date of the Referral Partner’s acceptance of the terms of this Agreement;
“Confidential Information” means all business, technical, financial or other information created or exchanged between the
Parties in the course of fulfilling their obligations under this Agreement;
“Current Term” means the Term that the Parties may be in at any given time;
“Intellectual Property Rights”
 means any rights subsisting in a copyright work, trade mark, patent or design and shall be
construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
"PayPal" mean a leading and trusted electronic/digital payments system registered at http://www.paypal.com;
Your "PayPal Email Address" means the email address your have registered with PayPal to receive or send electronic/digital
payments and the Email Address that you have registered with us on the Wizzpay App, and allow Wizzfone Wizzpay to pay you
via your PayPal Account.
“Registered Email Address” means the email address of the Company as provided in the support area;
"Cache" means a temporary digital data storage system, referring to cookies, html files, JavaScript, sessions and other
technologies used to improve user experience;
"Email Program" means a Referring email, with a Hyperlink, that you send to your contacts to promote the WizzPay App.
“Registration Data” means the information provided by the Referral Partner when registering for enrolment in the Programme;
and
“Term”
means the term of this Agreement, as defined in Clause 13 of this Agreement, during which you shall participate in the
Programme under the terms and conditions set out in this Agreement.
You agree:
1.
Enrolment in the Programme
1.
You, the Referral Partner hereby agrees that, at the time of registration within the Wizzpay App hosted on Wizzpay.com
/ Wizzfone.com, they, you, will provide accurate and complete Registration Data and your PayPal Email Address and that the
Referral Partner shall make any changes of your Registration Data and PayPal Email Address in the "settings" section of the
WizzPay App.
2.
Following the Referral Partner's acceptance of the terms of this Agreement, the Referral Partner has the facility to
provide a Referral Partner Website with WizzPay App links and send email links and share the Wizzpay App and invite your
email contacts to use the WizzPay service, to allow them to commence marketing our goods and/or services.
3.
The Company may, at their sole discretion, review the Referral Partner Wizzpay Share App or Referral Partner Website
following the Referral Partner’s acceptance of the terms of this Agreement.  The Referral Partner may not be informed be
informed of the outcome of any decision.
4.
The Company may, in their sole discretion, choose to cancel your usage of the WizzPay App or the usage of the
WizzPay complete service for any reason (and is under no obligation to disclose such reasons).  Reasons for which your
Referral Partner Agreement may be cancelled include, but are not limited to, content on the Referral Partner Emails and the
Referral Partner Website that:
1.
are in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise
objectionable;
1.
facilitates or promotes violence, terrorism, or any other criminal activity;
2.
are sexually explicit; or
3.
infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
2. Relationship of the Parties
1.
Nothing in this Agreement shall constitute, or be deemed to create, a partnership between the Parties; nor, except as
expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
2.
Subject to any express provisions to the contrary in this Agreement, the Referral Partner shall have no right or authority
to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any
obligation, whether express or implied, of any kind on behalf the Company or bind the Company in any way.
3. Referral Emails & Website Links
1.
In the Referral Partner’s WizzPay App are the requisite materials, in the Share section of the WizzPay App with an
email hyperlink to the Company Website. The email hyperlink may also be used on a Referral Partner Website. To share and
invite people, send the automatically generated email to your contacts.
2.
The Hyperlink code as it appears in the Referral Partner’s email client generated by the WizzPay App must not altered
in any way.  Failure to comply with this condition may result in the Referral Partner receiving no credit for the Company’s sales
that are generated through the Referral Partner email and Website.
3.
From time to time, you, your hardware manufacturer, your software manufacturer may clear your device cache of
temporary data, this will require you to re-enter your PayPal Email and currency in the settings section of the WizzPay App, the
WizzPay App may also alert you that you are required to re-enter your Registration Data, Failure to comply with this condition
may result in the Referral Partner receiving no credit for the Company’s sales that are generated through the Referral Partner
email and Website.
4.
The Company reserves the right to request the alteration or removal of a link from the Referral Partner Email or 
Website.
5.
The Referral Partner is required to assume full responsibility to maintain all links and your PayPal Email Address to the
Company Website from the WizzPay App or the Referral Partner Website.
4. Site Maintenance and Content
1.
Each Party shall be exclusively responsible for maintaining and updating its own website or the Referral Partner emails. 
Subject to the provisions of this Clause 5 and Clause 10 below, neither Party shall have any obligations to the other Party in
relation to the maintenance or content of their website or the Referral Partner emails.
2.
Subject to Sub-clause 5.3 of this Agreement, neither Party may host, promote or sell any content, products or services
that:
1.
is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise
objectionable;
2.
facilitates or promotes violence, terrorism, or any other criminal activity;
3.
is sexually explicit; or
4.
infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
3.
Neither Party shall be under any obligation to pre-screen any content, products or services added to their website or
product/ service portfolio by third parties; however in the event that either Party receives from the other a written notification of
any content, products or services that falls within that described in Sub-clause 5.2 of this Agreement, such content products or
services must be removed within 5  Business Days of receipt of such notice.
5. Orders
1.
The Company undertakes to use their best and reasonable endeavours to process and fulfil all orders placed by
referred customers generated by the Referral Partner.
2.
It shall be the Company’s full responsibility to ensure that all orders are completed.  The Company shall be responsible
for order entry, payment processing, handling, shipping, cancellations, returns and all subsequent customer service.  The
Referral Partner shall have no further involvement with the customer or the completion of the transaction and all customers will
be made aware of the same.
6. Commission and Referral Fees
1.
The Referral Partner will be paid commission at the rates set out in Sub-clause 6.2 on the net profits of sales generated
through the Referral Partner Website or Email Program.
2.
Commission shall be paid on a one-time basis at the rate of 20%.  No commission will be paid on subsequent sales to
the same customer.
3.
In the event that a customer cannot be tracked, no commission will be paid.
4.
If a customer is referred by multiple referral partners, the first to refer that customer shall receive the commission.
5.
Commission shall be calculated and paid to the Referral Partner in accordance with the Company’s Payment Procedure
which is set out in Schedule 1 to this Agreement.
6.
Any and all commission paid to the Referral Partner shall be based on sales revenue less any tax due; however the
Referral Partner may still be liable to pay tax on their commission.  By accepting the terms of this Agreement the Referral
Partner hereby acknowledges that they are solely responsible for the payment of tax on any income they may generate through
their involvement in the Programme.
7.
The Company reserves the right to modify the rate of commission at any time.  The Referral Partner will not be given
prior written notice (the “Notice Period”)  of any such change, however the updated commission rate be available to read from
the WizzPay App, under the Referral Partner terms and conditions (This document).  The Referral Partner can opt out of the
Programme, by not using the WizzPay service, without a Notice Period and will, on the exercise of that option, be paid any
Commission due, over the normal scheduled payment cycle.
7. Trade Marks
1.
The Company hereby grants to the Referral Partner a non-exclusive, non-transferrable, royalty free licence to use the
Company’s trade marks (WizzPay, Wizzfone).
 2.
The Referral Partner may use the Trade Marks only to the extent required to establish links and perform their
obligations as a referral partner under the terms of this Agreement.
3.
In the event that the Referral Partner wishes to use the Trade Marks for any purposes outside of this Agreement they
must not do so without prior written consent, such consent not to be unreasonably withheld.
4.
By accepting the terms of this Agreement the Referral Partner hereby agrees that:
1.
the Trade Marks shall remain the property of Wizzfone Ltd. unless and until the
Company assigns those marks
to a third party;
2.
nothing in this Agreement shall be deemed to confer any ownership rights in the
Trade Marks on the Referral
Partner; and
3.
the Referral Partner shall not contest the validity of the Trade Marks.
8. Intellectual Property
1.
Unless otherwise expressly indicated and subject to Sub-clause 9.3 below, the Company is the sole and exclusive
owner of all Intellectual Property Rights (“IPRs”) in the Company Website including, but not limited to: all code, text, sound,
video, graphics, photographs and other images that form a part of the same.  The Company shall also be the sole and exclusive
owner of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans,
maps, design sketches and other preparatory material.
2.
The Company shall be the sole and exclusive owner of all IPRs which may subsist in all future updates, additions and
alterations to the Company Website, such material including any supporting documentation.
3.
Unless otherwise expressly indicated, all IPRs in product images and descriptions belong to the manufacturers or
distributors of such products as may be applicable.
9. Referral Partner Warranties and Indemnity
1.
In accepting the terms of this Agreement the Referral Partner hereby warrants and acknowledges that:
1.
The Referral Partner Website and/or Email Program does not and will not contain any content that:
a. is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise
objectionable;
b. facilitates or promotes violence, terrorism, or any other criminal activity;
c. is sexually explicit; or
d. infringes or assists or encourages the infringement of any intellectual property rights
belonging to any party.
2.
The Referral Partner Website and/or Email Program is and shall remain functional and, subject to the provisions
of Clause 15 of this Agreement, reasonable downtime for maintenance or third-party access restrictions,
accessible to all users of the internet;
3.
The Referral Partner’s obligations under this Agreement shall constitute legal, valid and binding obligations. 
Such obligations shall be direct, unconditional and general obligations; and
4.
The Referral Partner will not refer to the Company in any way in any unsolicited bulk email campaigns or other
spamming practices that may be conducted.
2.
By accepting the terms of this Agreement the Referral Partner agrees that it shall indemnify the Company in full against
all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the
Company as a result of, or in connection with:
1.
breach of any warranty given by the Referral Partner in relation to the Referral Partner Website or Partner Email
Program;
2.
any claim that the Referral Partner Website or Email Program infringes the patent, copyright, trade mark or
other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any
terms stipulated by the Company; and
3.
any act or omission by the Referral Partner or its employees, agents or sub-
contractors in performing the
Referral Partner’s obligations under this Agreement.
10. Disclaimers
1.
The Company makes no warranty or representation that the Company Website, the Programme, or any goods or
services sold through the Programme will meet the Referral Partner’s requirements or those of the Referral Partner’s visitors,
that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third
parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
2.
The Company makes no guarantee of any specific results from the use of the Company Website or from enrolment in
the Programme.
3.
The Company makes no guarantee that the Company Website shall remain functional and accessible to all users of the
internet.
11. Liability
1.
The Company shall not be liable to the Referral Partner for any indirect or consequential loss that the Referral Partner
may suffer even if such loss is reasonably foreseeable or if the Company has been advised of the possibility of such loss being
incurred.
2.
The Company’s entire liability to the Referral Partner in respect of any breach of the Company’s contractual obligations,
any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in
connection with this Agreement shall be limited to £0.
3.
Notwithstanding any other provision in this Agreement, the Company’s liability to the Referral Partner for death or injury
resulting from the Company’s own negligence or that of its employees, agents or sub-contractors shall not be limited.
12. Term and Termination
1.
This Agreement shall come into force and become binding on using the WizzPay App Share link (Email Program)  the
Commencement Date and shall continue in force for a period of 60 days from that date (the “Initial Term”).  Following the Initial
Term, the Referral Partner’s enrolment in the Programme shall be renewed automatically for successive periods of 60 days
each time the WizzPay Share link (Email Program) is used (each a “Renewal Term”) unless and until terminated in accordance
with this Clause 12.
2.
Either Party may terminate this Agreement without prior written notice to the other:
1.
at any time where the other Party has committed a material breach of this Agreement
and such breach has
remained unremedied 5 Business Days after receiving written
notice of that breach; or
2.
if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide
reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any
arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager,
administrative receiver or administrator appointed over the whole or substantially the whole of
its undertaking or assets, or if
it ceases or threatens to cease to carry on its business, or
makes any material change in its business, or if it suffers any
analogous process under any foreign law.
3.
Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that
written notice is given at least 5 Business Days before the end of
the Current Term.
4.
Upon the termination of this Agreement for any reason, the Referral Partner shall cease using the WizzPay share Email
Program and remove the links established under this Agreement.
5.
Upon the termination of this Agreement for any reason, all licenses granted shall also terminate.
6.
In the event that the Company terminates this Agreement in accordance with Sub-clause 12.2.1, any Commission owed
to the Referral Partner at that time shall be forfeited.
13. Confidentiality
1.
Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying
Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly,
to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to
perform its obligations under this Agreement and provided that such officers and employees are also obliged to keep such
Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the
Receiving Party which:
1.
at the time of its acquisition was in the public domain; or
2.
at a later date comes into the public domain through no fault of the Receiving Party.
2.
Each Party hereby agrees and undertakes:
1.
that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the
Supplying Party;
2.
that its right to use Confidential Information shall wholly cease upon the termination of
this Agreement; and
3.
to return to the Supplying Party on termination of this Agreement all material embodying Confidential Information
(including information stored on digital media) or any part thereof and all copies thereof.
14. Force Majeure
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay
results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to, power
failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of
war, governmental action or any other event that is beyond the control of the Party in question.
15. Severance
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid, or
otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement.  The
remainder of this Agreement shall be valid and enforceable.
16. Notice
Unless otherwise stated in this Agreement, the Parties agree that all notices to be served under this Agreement shall be in
writing and may be sent by email to the other Party’s Registered Email Address.
17. Entire Agreement
1.
This Agreement shall embody and set forth the entire agreement and understanding between the Parties and shall
supersede all prior oral or written agreements, understandings or arrangements relating to the Programme or the relationship
between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set
forth in this Agreement, save for any representation made fraudulently.
18. General
1.
No Waiver The Parties shall agree that no failure by either Party to enforce the performance of any provision in this
Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. 
Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing
waiver.
2.
Non-exclusivity The relationship between the Parties shall be and shall remain non-exclusive.  Both parties are free to
enter into similar relationships with other parties.
3.
Non-assignment The Referral Partner may not assign any or all of its rights or obligations under this Agreement without
the prior written consent of the Company, such consent not to be unreasonably withheld.
4.
19. Dispute Resolution (Arbitration)
It is hereby agreed that where any dispute or difference relating to this Agreement arises between the Parties that matter shall
be referred to the arbitration of a single arbitrator to be agreed between the Parties.
20. Law and Jurisdiction
1.
This Agreement shall be governed by the laws of England and Wales.
2.
Any dispute between the Parties relating to this Agreement shall be fall within the jurisdiction of the courts of
England and Wales.
SCHEDULE 1
Payment Procedure
1. Background
1. The action of sharing WizzPay by referring and sending an e-mail from the Wizzpay App using the e-mail program, inserts a
hyperlink into the email linking back to the WizzPay home page. The link includes your affiliate identifier so the company can
track your referrals.
2. If one of your referred parties follows the hyperlink, including your affiliate identifier, and the referred party chooses to buy the
WizzPay App, then the company can pay commission.
2. Payment schedule
1. The company will make payment via PayPal to the Referral Partner, on commissions earned during that month. Payments on
commissions are paid with the first 5 days of the following month.
2. This payment schedule may change from time to time without notice.
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