Partner Referral Programme Agreement

In this Agreement:Agreement means these Partner Referral Program Terms together with the Commercial Schedule and any documents expressly incorporated herein by reference.Available Commission means commission recorded in the Commission Account that has completed any applicable holding, review, reconciliation, or compliance period and is available for withdrawal in accordance with this Agreement.Commercial Schedule means the commercial terms applicable to the Programme, including the commission rate, eligible services, commission period, minimum withdrawal threshold, withdrawal processing time, and any other programme-specific terms.Commission Account means the internal accounting ledger maintained by us for recording accrued but unpaid commission payable to the Partner. The Commission Account is maintained solely for administrative purposes and does not constitute a deposit, payment account, payment service, stored value account, or electronic money.Commission Period means the period during which commission may accrue in respect of a Qualified Referral, as specified in the Commercial Schedule.Eligible Services means those Services designated by us from time to time as eligible for commission under the Programme.Net Eligible Revenue means revenue actually received by us from a Qualified Referral in respect of Eligible Services, excluding taxes, refunds, credits, chargebacks, bad debt, third-party pass-through costs, regulatory fees, non-recurring fees, professional services fees, and any other excluded amounts specified in the Commercial Schedule.Partner means the legal entity, sole trader, or self-employed individual enrolled in the Programme.Partner Portal means the online portal, dashboard, or other electronic platform designated by us from time to time for administration of the Programme.Programme means the partner referral programme governed by this Agreement.Programme Policies means any policies, guidelines, rules, or other documentation relating to the Programme made available by us through the Partner Portal or otherwise communicated to the Partner from time to time.Referral Abuse means any attempt to manipulate, circumvent, or improperly benefit from the Programme, including self-referrals, duplicate accounts, fraudulent referrals, artificial traffic generation, traffic inflation, or any other conduct intended to obtain commission improperly.Referral Link means the unique referral link generated or assigned by us and made available to the Partner through the Partner Portal or by such other means as we may determine from time to time for the purposes of the Programme.Referred Customer means a customer that registers an account with us using the Partner's Referral Link.Services means the telecommunications services and any related products and services provided by us from time to time, as described in the applicable Service Appendix.Service Appendix means the document describing the Services available under the Programme, made available through the Partner Portal or at such other location designated by us from time to time, as updated in accordance with this Agreement.Supplier, we, us, or our means DIDWW Ireland Limited.Withdrawal Threshold means the minimum Available Commission balance required before the Partner may request a withdrawal, as specified in the Commercial Schedule.Qualified Referral means a Referred Customer that has successfully completed our onboarding and compliance procedures, passed all required identity, KYC/KYB, sanctions, and other applicable checks, and paid at least one valid invoice for Eligible Services.

2.1. We operate the Programme to enable Partners approved by us and satisfying the eligibility requirements set out in Section 2.4 to refer persons or legal entities to our Services and earn commission in accordance with this Agreement and any Programme Policies.2.2. Participation in the Programme is subject to Partner's acceptance of this Agreement and our approval. Submission of an application or acceptance of this Agreement does not guarantee acceptance into the Programme.2.3. We may approve, reject, suspend, or terminate participation in the Programme at our reasonable discretion, including without limitation, for compliance, fraud, regulatory, legal, commercial, operational, reputational, or risk management reasons.2.4. To participate in the Programme, Partner must:2.5. Partner may not participate in the Programme if Partner:2.6. Partner must promptly notify us of any change in circumstances that may affect Partner's eligibility to participate in the Programme.2.7. Participation in the Programme does not create any agency, partnership, joint venture, employment, franchise, reseller, fiduciary, or other similar relationship between the parties. A Partner shall not represent itself as our agent, employee, authorised representative, reseller, or otherwise as having authority to bind us.2.8. The Partner is an independent contractor and shall be solely responsible for its own personnel, costs, expenses, equipment, insurance, taxation, licences, registrations, and regulatory compliance in connection with the Programme.2.9. Participation in the Programme is non-exclusive. Nothing in this Agreement restricts either party from entering into similar arrangements with third parties.

3.1. Attribution to a Partner occurs when a person or legal entity successfully registers an account with us using the Referral Link.3.2. A Referred Customer may only be attributed to one Partner at any given time. Referral attribution is determined at the time of registration and, once established, shall remain associated with the Referred Customer account linked to the relevant Partner. Such attribution may not subsequently be transferred, reassigned, or otherwise modified, except where otherwise agreed in writing by us.3.3. Notwithstanding Sections 3.1 and 3.2, we may correct, revoke, or modify attribution where we reasonably determine that attribution occurred as a result of fraud, Referral Abuse, technical error, administrative error, system malfunction, or any other circumstance affecting the accuracy or integrity of the attribution process, or where the attribution or referral process otherwise does not comply with the requirements of Sections 3, 4, 5, or 9 of this Agreement.3.4. Registration of a Referred Customer does not in itself entitle the Partner to any commission. Commission shall accrue only in respect of Qualified Referrals and in accordance with this Agreement.3.5. We shall maintain records relating to Referred Customer attribution and commission calculations. Such records shall constitute prima facie evidence of attribution and commission calculations unless proven to be incorrect by objective evidence.

4.1. A Referred Customer shall become a Qualified Referral only when all of the following conditions have been satisfied:4.2. Registration of a Referred Customer account, execution of an agreement, activation of Services, or issuance of an invoice shall not in itself result in a Referred Customer becoming a Qualified Referral.4.3. We shall determine whether a Referred Customer qualifies as a Qualified Referral in accordance with this Agreement and our internal onboarding, fraud prevention, risk management, and compliance procedures as we reasonably determine.4.4. We may refuse to designate a Referred Customer as a Qualified Referral, or may revoke Qualified Referral status, where we reasonably determine that:4.5. We may, at our reasonable discretion, conduct ongoing reviews of Referred Customers and may suspend or revoke Qualified Referral status where required to comply with applicable law, regulatory obligations, fraud prevention measures, or our internal risk management procedures.4.6. Our determination of Qualified Referral status shall be based on our records, which shall constitute prima facie evidence unless proven to be incorrect by objective evidence.

5.1. Referred Customers are our customers and not those of the Partner.5.2. Participation in the Programme does not grant the Partner any ownership rights, proprietary rights, exclusivity rights, goodwill rights, or other rights in or to any Referred Customer, customer account, customer relationship, customer data, Services, telephone numbers, numbering resources, or any related assets.5.3. We shall have sole responsibility and discretion to determine whether to accept, onboard, suspend, restrict, terminate, or otherwise provide Services to any Referred Customer, including determining the scope, pricing, commercial terms, and availability of the Services, and may offer additional or different products, services, programmes, or commercial arrangements to a Referred Customer.5.4. A Qualified Referral relates only to the specific Referred Customer that satisfies the requirements of this Agreement. No affiliate, subsidiary, parent undertaking, group company, successor, assignee, or other related entity of a Referred Customer shall be treated as a Referred Customer or Qualified Referral unless it separately registers, is attributed to the Partner, and qualifies under this Agreement.5.5. The Partner shall not:5.6. Any access credentials, permissions, administrative rights, or other access granted by us to the Partner in connection with the Programme are provided on a limited, non-exclusive, non-transferable, and revocable basis and may be modified, restricted, suspended, or terminated by us at any time without liability.5.7. Nothing in this Agreement grants the Partner any reseller, distributor, agency, telecommunications operator, or similar rights in relation to the Services.5.8. The Partner acknowledges that telecommunications privacy, confidentiality, and data protection laws may restrict the information that we are permitted to disclose in relation to Referred Customers. Nothing in this Agreement entitles the Partner to access Referred Customer communications, traffic data, usage data, or detailed billing information.5.9. Termination or expiry of this Agreement shall not affect our relationship with any Referred Customer, and the Partner shall have no right to receive compensation, goodwill payments, indemnification, or other remuneration arising from the continuation, modification, transfer, or termination of any Referred Customer relationship following such termination or expiry.

6.1. Subject to this Agreement, the Partner shall be entitled to receive commission in respect of Qualified Referrals during the applicable Commission Period.6.2. Commission shall accrue only in respect of Net Eligible Revenue generated from Eligible Services and actually received by us from a Qualified Referral.6.3. The applicable commission rate, Commission Period, Eligible Services, Withdrawal Threshold, and any other commercial terms shall be specified in the Commercial Schedule.6.4. Commission shall accrue automatically and shall be recorded in the Commission Account.6.5. Commission shall accrue only during the applicable Commission Period. No commission shall accrue following the expiration of the Commission Period, irrespective of whether the Qualified Referral continues to purchase or use the Services.6.6. No commission shall accrue in respect of:6.7. We may modify the commission rate, Eligible Services, non-commissionable Services, Commission Period, Withdrawal Threshold, and other commercial terms of the Programme upon providing at least thirty (30) days' prior notice to the Partner. Such changes shall apply prospectively only and shall not affect commission already accrued.6.8. We may adjust, offset, withhold, or recover commission amounts, including by deducting such amounts from the Commission Account, where such commission was incorrectly calculated, paid in error, affected by refunds, chargebacks, fraud, billing corrections, bad debt, or otherwise accrued contrary to this Agreement, or where the Partner's breach of this Agreement or applicable law results in regulatory fines, penalties, assessments, charges, or other financial liabilities incurred by us in connection with the Programme or the Eligible Services.

7.1. Available Commission may be withdrawn by the Partner only after the applicable Withdrawal Threshold has been reached.7.2. The Partner may submit a withdrawal request through the Partner Portal or by any other method designated by us from time to time.7.3. Approved withdrawal requests shall be paid within thirty (30) days following receipt of the withdrawal request using the payment method designated by us.7.4. The Programme operates on a self-billing basis. We shall generate statements, invoices, recipient-created tax invoices, or other payment documentation on behalf of the Partner for amounts payable under the Programme. By accepting this Agreement, the Partner agrees to participate in the self-billing arrangement and agrees not to issue its own invoices, VAT invoices, tax invoices, or equivalent documents in respect of amounts payable under the Programme. The Partner acknowledges that it is solely responsible for ensuring that participation in the self-billing arrangement is permissible under applicable tax laws in its jurisdiction.7.5. We may require the Partner to provide or update bank account details, tax information, identity verification information, or other documentation reasonably required for payment processing, compliance, fraud prevention, or tax purposes.7.6. We may delay, withhold, or refuse payment where:7.7. The Partner is solely responsible for determining, reporting, and paying any taxes, duties, levies, or similar governmental charges arising from participation in the Programme. We may withhold taxes or other amounts from commission payments where required by applicable law.7.8. No interest shall accrue on amounts recorded in the Commission Account.7.9. All payments made under the Programme shall be made in the currency specified in the Commercial Schedule. The Partner shall be solely responsible for any foreign exchange conversion costs, bank charges, payment processing fees, or similar charges incurred in connection with receipt of payments.7.10. We may provide periodic Commission Account statements through the Partner Portal or by such other means as we may designate. The Partner shall notify us of any disputed balance or calculation within thirty (30) days of the relevant statement date, failing which the statement shall be deemed accepted.7.11. Where no withdrawal request has been submitted and no activity has occurred in the Commission Account for a continuous period of twelve (12) months, we may require the Partner to complete additional verification procedures before permitting further withdrawals.

8.1. Either party may terminate this Agreement for convenience at any time upon thirty (30) days' prior written notice to the other party.8.2. We may suspend or terminate the Partner's participation in the Programme immediately, with or without notice, where:8.3. Upon termination or expiry of this Agreement:

9.1. We may adjust, offset, withhold, recover, or claw back any commission amounts, including by deducting such amounts from the Commission Account, where commission was incorrectly calculated, paid in error, affected by refunds, chargebacks, fraud, Referral Abuse, billing corrections, or otherwise accrued or paid contrary to this Agreement.9.2. Where amounts are owed by the Partner to us under the Programme, we may offset such amounts against any commission payable to the Partner or require reimbursement within thirty (30) days following our written request.9.3. Our records relating to commission calculations, adjustments, offsets, and recoveries shall constitute prima facie evidence unless proven to be incorrect by objective evidence.9.4. Our rights under this Section shall survive the expiration or termination of this Agreement.

10.1. The Partner shall at all times comply with this Agreement and all applicable laws, regulations, industry standards, and self-regulatory codes in connection with its participation in the Programme, including applicable anti-bribery and anti-corruption, sanctions, export control, data protection, and privacy laws.10.2. The Partner shall conduct all activities under the Programme in a lawful, ethical, fair, and professional manner and shall not engage in any misleading, deceptive, fraudulent, abusive, or otherwise unlawful conduct.10.3. The Partner shall promptly notify us if it becomes aware of any suspected fraud, unlawful activity, sanctions issue, regulatory inquiry, security incident, or other matter that may adversely affect the Programme, us, or any Referred Customer.10.4. We may request information, documentation, or assistance from the Partner for compliance, fraud prevention, regulatory, audit, or risk management purposes, and the Partner shall provide such information or assistance within a reasonable period.10.5. Failure to comply with this Section may result in suspension or termination of participation in the Programme and the withholding, adjustment, recovery, or forfeiture of commission in accordance with this Agreement.10.6. The Partner shall not directly or indirectly provide, provision, activate, resell, assign, sub-allocate, or otherwise offer telecommunications services, electronic communications services, or numbering resources to any Referred Customer unless expressly authorised by us in writing and all required regulatory authorisations have been obtained.10.7. The Partner shall not represent itself as a telecommunications operator, electronic communications provider, licensed reseller, telecommunications agent, or as having authority to provide regulated telecommunications services on our behalf unless expressly authorised by us in writing.10.8. We may, upon reasonable prior notice and no more than once during any calendar year (except in cases of suspected fraud, regulatory inquiry, material breach, or legal obligation), audit or review the Partner's compliance with this Agreement, applicable laws and Programme Policies. The Partner shall provide reasonable cooperation, information, records, and access to relevant personnel as reasonably required for such audit or review.

11.1. The Supplier and its licensors, where applicable, own and retain all right, title, and interest in and to the Supplier's trademarks, trade names, logos, service marks, domain names, brand assets, goodwill, and all related intellectual property rights. Nothing in this Agreement grants the Partner any ownership, licence, or other rights in such intellectual property except as expressly authorised in writing by the Supplier.11.2. Any use of our trademarks, logos, trade names, marketing materials, or other brand assets authorised by us shall be subject to this Agreement and any brand guidelines, policies, or instructions made available by us from time to time.11.3. The Partner shall not:11.4. We may require the Partner to modify, suspend, discontinue, or remove any marketing activity or marketing materials that we reasonably determine to be non-compliant with this Agreement, applicable law, or our instructions, and the Partner shall promptly comply with such request.11.5. Any authorisation granted by us under this Section may be revoked by us at any time upon notice to the Partner. Upon termination, expiry, or revocation of such authorisation, the Partner shall immediately cease all use of our trademarks, logos, trade names, marketing materials, and other brand assets.11.6. All goodwill and other rights arising from any authorised use of our trademarks, logos, trade names, marketing materials, or other brand assets shall inure solely to our benefit.11.7. The Partner shall not make any representation regarding emergency calling services, emergency service availability, calling line identification, number portability, number availability, regulatory status, or other regulated telecommunications features of the Services unless such representation is expressly authorised in writing by us and based solely on information provided or approved by us.

12.1. Each party shall comply with all applicable data protection, privacy, and telecommunications confidentiality laws in connection with its participation in the Programme.12.2. Except as expressly agreed in writing by the parties, each party shall act as an independent controller of any personal data processed in connection with the Programme and shall be independently responsible for compliance with applicable data protection and privacy laws.12.3. Except as expressly agreed in writing by the parties, the Partner shall not process personal data on our behalf in connection with the Programme.12.4. Where the parties determine that one party will process personal data on behalf of the other party in connection with the Programme, such processing shall be subject to a separate written data processing agreement.12.5. Each party shall implement appropriate technical and organisational measures to protect any personal data processed in connection with the Programme.12.6. The Partner shall promptly notify us if it becomes aware of any actual or suspected personal data breach, security incident, regulatory inquiry, or unauthorised disclosure relating to the Programme.12.7. We may limit, withhold, anonymise, aggregate, or otherwise restrict information made available to the Partner where necessary to comply with applicable law or our privacy, confidentiality, security, or regulatory obligations.

13.1. Each party shall keep confidential and shall not disclose to any third party any non-public commercial, technical, financial, Referred Customer, programme, security, compliance, marketing, or other confidential or proprietary information disclosed by the other party in connection with the Programme, including information relating to the Programme, Referred Customers, Referred Customer relationships, customer acquisition strategies, commercial terms, pricing, the Services, or any business relationship of the other party ("Confidential Information"), except as permitted under this Agreement.13.2. The receiving party shall use Confidential Information solely for the purposes of the Programme and shall protect such Confidential Information using at least reasonable care.13.3. Confidential Information shall not include information that:13.4. The receiving party may disclose Confidential Information to its employees, contractors, professional advisers, affiliates, or service providers who have a legitimate need to know such information and who are subject to appropriate confidentiality obligations, or where disclosure is required by applicable law, regulation, court order, governmental authority, or regulatory authority.13.5. Where disclosure is required by applicable law, regulation, court order, governmental authority, or regulatory authority, the receiving party shall, where legally permitted and reasonably practicable, provide prior notice to the disclosing party. Nothing in this Agreement shall require or permit the receiving party to delay or refuse compliance with any such requirement.13.6. Upon termination of this Agreement or upon written request, each party shall cease use of and, upon request, return or securely destroy Confidential Information, except where retention is required by applicable law, regulatory obligations, or where such information is retained in secure automated backup or archival systems in the ordinary course of business, provided that such retained information remains subject to the confidentiality obligations set out in this Agreement.13.7. The obligations under this Section shall survive termination or expiration of this Agreement for five (5) years, provided that trade secrets and information protected by applicable law shall remain confidential for so long as such protection applies.

The Partner shall indemnify, defend, and hold harmless the Supplier and its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) to the extent arising out of or resulting from:

15.1. Nothing in this Agreement shall exclude or limit either party's liability to the extent such liability cannot be excluded or limited under applicable law.15.2. Subject to Section 15.1, neither party shall be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or business opportunities arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, except to the extent arising from a party's indemnification obligations under this Agreement.15.3. Subject to Sections 15.1 and 15.4, our aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of the total commission paid or payable to the Partner under this Agreement during the twelve (12) months preceding the event giving rise to the claim.15.4. The limitations and exclusions set out in this Section shall not apply to:15.5. The Partner acknowledges that participation in the Programme is provided on an "as is" and "as available" basis. We do not guarantee any minimum level of referrals, Referred Customers, revenue, commission, or business opportunity, nor do we guarantee uninterrupted availability of the Programme, Partner Portal, referral tracking functionality, referral links, reporting tools, servers, networks, or data transmission systems.

16.1. We may modify this Agreement, the Commercial Schedule, or any Programme policies from time to time by providing notice to the Partner. Unless otherwise specified, such modifications shall become effective thirty (30) days after notice. Continued participation in the Programme following the effective date of any modification shall constitute acceptance of the modified terms. If the Partner does not agree to the modified terms, the Partner may terminate its participation in the Programme by providing written notice to us before the effective date of the modification.16.2. The Partner may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without our prior written consent. We may assign or transfer this Agreement without restriction.16.3. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.16.4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.16.5. This Agreement constitutes the entire agreement between the parties with respect to the Programme and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Programme.16.6. Notices under this Agreement may be provided electronically, including through the Partner Portal, email, or other electronic means designated by us from time to time. Electronic notices shall be deemed received on the date of transmission or, if transmitted outside normal business hours, on the next business day.16.7. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental actions, labour disputes, utility failures, internet or telecommunications failures, cyber-attacks, denial-of-service attacks, or failures of third-party hosting, cloud, or network providers.16.8. Sections relating to payments, clawbacks and adjustments, confidentiality, privacy and data protection, indemnification, limitation of liability, governing law, dispute resolution, and any provisions which by their nature are intended to survive termination or expiry shall survive termination or expiry of this Agreement.16.9. This Agreement shall be governed by and construed in accordance with the laws of Ireland, excluding its conflict of laws rules. The courts of Ireland shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.16.10. The rights and remedies provided under this Agreement are cumulative and are in addition to any other rights or remedies available under applicable law.16.11. We shall maintain records relating to each Partner's acceptance of this Agreement, including the applicable version of the Agreement, the date and time of acceptance, and enrollment information provided by the Partner. Such records shall constitute prima facie evidence of acceptance and of the applicable version of this Agreement.16.12. In the event of any conflict between this Agreement and the Commercial Schedule, the Commercial Schedule shall prevail solely with respect to the applicable commercial terms.16.13. By clicking "I Accept", checking the applicable acceptance box, or otherwise completing the enrolment process for the Programme, the Partner confirms that it has read, understood, and agrees to be bound by this Agreement, including the Commercial Schedule and all documents incorporated by reference. The Partner further represents and warrants that the individual accepting this Agreement has full authority to bind the Partner. Electronic acceptance shall have the same legal effect as a handwritten signature.

Partner Referral ProgrammeThis Commercial Schedule forms part of the Partner Referral Programme Terms ("Agreement"). Unless otherwise defined herein, capitalised terms shall have the meanings set out in the Agreement.1. Programme Details2. Eligible ServicesEligible Services shall mean those Services designated as eligible for commission under the applicable Service Appendix or otherwise expressly designated by Supplier from time to time.Unless otherwise specified by Supplier, all Services listed in the applicable Service Appendix shall constitute Eligible Services.3. Non-Commissionable RevenueCommission shall not accrue on:4. Commission PeriodThe Partner shall be entitled to receive commission only during the applicable Commission Period. Following expiration of the Commission Period, no further commission shall accrue in respect of the applicable Qualified Referral, notwithstanding that such Referred Customer may continue to purchase or use the Services.5. Payment RequirementsCommission may be withdrawn only if:6. Modification of Commercial TermsSupplier may modify this Commercial Schedule in accordance with the Agreement. Any modifications shall apply prospectively only and shall not affect commission already accrued.Accepted by Partner electronically upon enrolment in the Programme.