(current edition as on July 17, 2026)
This Agency and Partner Referral Agreement (the “Agreement”) is entered into on _______________ (the “Effective Date”) by and between:
[full legal name of the Agent], a company incorporated under the laws of [jurisdiction], with company registration number [number] and registered office at [address], represented by [name and title] (the “Agent”);
and
BSG HONG KONG LIMITED, a company incorporated under the laws of Hong Kong, with company registration number 2202606 and registered office at 5.17/F, Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong, represented by its Director, Oleksandr Oliinyk (the “Principal”).
The Agent and the Principal are each referred to as a “Party” and together as the “Parties”.
WHEREAS, the Principal provides cloud communications, messaging, application programming interface (API), software and related services;
WHEREAS, the Agent has experience as a system integrator and/or API-first technology partner and wishes to identify and refer prospective corporate customers to the Principal and, where separately approved by the Principal, to develop and maintain software connectors integrating third-party platforms with the Principal Services;
WHEREAS, the Parties wish to establish the terms governing customer referrals, referral attribution, commission remuneration and Approved Connectors;
NOW, therefore, in consideration of the promises and conditions contained herein, the Parties agree as follows:
1.1. The Agent shall act as a non-exclusive referral partner and system integrator of the Principal and may perform the following services (the “Services”):
a. identify and introduce prospective corporate customers interested in purchasing the Principal Services;
b. refer prospective corporate customers to the Principal through the Agent’s unique referral link or through another referral method approved by the Principal in writing;
c. facilitate initial communications between the Principal and such prospective customers;
d. provide reasonable pre-sales and integration assistance in coordination with the Principal; and
e. subject to the Principal’s prior written approval, develop and maintain an Approved Connector.
1.2. “Principal Services” means the products and services specified in Appendix No.1 to this Agreement.
1.3. The Agent shall not negotiate or execute any agreement on behalf of the Principal, accept payments, provide binding quotations, make warranties or representations concerning the Principal Services, or otherwise bind the Principal unless expressly authorised by the Principal in writing.
1.4. For the purposes of this Agreement:
“Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting rights or the power to direct the management of the relevant entity.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Hong Kong.
“Programme Year” means each consecutive period of twelve (12) months beginning on the Effective Date and on each anniversary of the Effective Date during the Term.
2.1. The Principal hereby appoints the Agent, and the Agent accepts such appointment, as a non-exclusive referral partner for the performance of the Services.
2.2. The Principal may appoint other agents, partners, resellers and system integrators and may engage directly with any prospective or existing customer.
2.3. The Principal shall have the right, acting reasonably and in good faith, to accept or reject any prospective customer referred by the Agent.
2.4. No referral shall create an obligation for the Principal to enter into an agreement with the referred prospective customer.
3.1. The Agent acts solely as an independent referral partner and system integrator.
3.2. The Agent has no authority to bind the Principal, enter into contracts on behalf of the Principal, change the terms or prices of the Principal Services, collect payments, grant discounts, provide guarantees or make any commitment on behalf of the Principal.
3.3. The Agent shall not represent itself as an employee, legal representative, authorised signatory, branch or subsidiary of the Principal.
3.4. Any marketing materials, technical statements, pricing information or commercial representations relating to the Principal Services shall be used by the Agent only as approved or provided by the Principal.
4.1. This Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year. Thereafter, it shall automatically renew for successive periods of one (1) year unless either Party gives the other Party at least twenty (20) calendar days’ written notice of non-renewal before the expiry of the then-current term.
4.2. The term of this Agreement and the Commission Period applicable to each Qualified Client are separate periods.
4.3. The Commission Period for each Qualified Client shall continue for twelve (12) consecutive months from the applicable Client Agreement Start Date, unless otherwise expressly provided in this Agreement.
4.4. Expiration or termination of this Agreement shall not affect commission remuneration already accrued or commission remuneration payable in respect of a Qualified Client whose Client Agreement Start Date occurred before the effective date of termination, subject to clause 9.
5.1. Qualified Client.
For the purposes of this Agreement, a “Qualified Client” means a legal entity that satisfies all of the following conditions:
a. the entity was first referred by the Agent through the Agent’s unique referral link or another referral method approved by the Principal in writing;
b. before the referral, the entity had not previously purchased or used the Principal Services, whether directly from the Principal or through an Affiliate of the Principal;
c. at the time of referral, the entity was not already recorded in the Principal’s systems as an active sales opportunity or as a prospective customer already being actively pursued by the Principal or another authorised partner;
d. the referral was accepted and attributed to the Agent by the Principal in writing, by email or through the Agent’s partner account;
e. the entity entered into a binding agreement for the Principal Services with the Principal or with an Affiliate designated by the Principal (the “Client Agreement”).
5.2. Referral Acceptance.
The Principal shall confirm the acceptance or rejection of a referral within ten (10) Business Days after receiving sufficient information identifying the prospective customer. Failure by the Principal to confirm a referral within the above period shall not constitute acceptance of the referral. A referral shall be treated as accepted only when the Principal provides the confirmation described in clause 5.1(d).
Registration through a referral link alone shall not entitle the Agent to commission remuneration where the prospective customer does not satisfy the requirements of clause 5.1.
Where the same prospective customer is referred by more than one partner, the referral first accepted and recorded by the Principal shall prevail, unless the Principal determines that another attribution is appropriate based on documented evidence.
5.3. Client Agreement Start Date.
“Client Agreement Start Date” means the effective date specified in the applicable Client Agreement or, if no effective date is specified, the date on which the Client Agreement is signed by the last party to sign it.
5.4. Commission Rates.
Subject to the other provisions of this Agreement, the Principal shall pay the Agent commission remuneration calculated according to the following tiers for Qualified Clients whose Client Agreement Start Date occurs within the same Programme Year:
a. fifteen percent (15%) of Eligible Margin for the first, second and third Qualified Clients in that Programme Year;
b. twenty percent (20%) of Eligible Margin for the fourth through ninth Qualified Clients in that Programme Year;
c. twenty-five percent (25%) of Eligible Margin for the tenth and each subsequent Qualified Client in that Programme Year; or
d. notwithstanding clauses 5.4(a)–(c), twenty-five percent (25%) of Eligible Margin generated by a Qualified Client that actively uses an Approved Connector.
The twenty-five percent (25%) rate shall apply prospectively from the first day of the Billing Period in which the Principal confirms in writing that the Qualified Client has commenced active use of the Approved Connector (the “Connector Activation Date”), provided that the Agent continues to maintain the Approved Connector in accordance with clause 5.8.
If the Qualified Client ceases to actively use the Approved Connector, the twenty-five percent (25%) rate shall cease to apply from the first day of the Billing Period following the date on which the Principal confirms such cessation in writing (the “Connector Deactivation Date”).
From the Connector Deactivation Date, the commission rate for the relevant Qualified Client shall revert prospectively to the rate that would have applied under clauses 5.4(a)–(c), based on that Qualified Client’s position in the Qualified Client count for the Programme Year in which its Client Agreement Start Date occurred.
No commission remuneration accrued before the Connector Deactivation Date shall be recalculated.
5.5. Application of Commission Rate.
The applicable commission rate shall be determined separately for each Qualified Client as of that Qualified Client’s Client Agreement Start Date.
Except for a prospective change under clause 5.4(d), the commission rate applicable to a Qualified Client shall remain fixed throughout its Commission Period.
Any increase to twenty-five percent (25%) under clause 5.4(d) shall apply prospectively from the Connector Activation Date and shall not result in the retroactive recalculation of commission remuneration.
Achieving a higher commission tier shall not result in the retroactive recalculation of commission remuneration relating to previously accepted Qualified Clients.
5.6. Counting Qualified Clients.
A Qualified Client shall be counted towards the commission tier only once, on its Client Agreement Start Date.
The Principal may treat affiliated entities, entities under common control or entities entering into agreements as part of the same commercial transaction as one Qualified Client where such entities form one economic customer group.
For the purposes of clauses 5.4 and 5.6, Qualified Clients shall be counted separately for each Programme Year. The Qualified Client count shall reset to zero at the beginning of each new Programme Year.
A Qualified Client shall be allocated to the Programme Year in which its Client Agreement Start Date occurs and shall be counted only once.
The reset of the Qualified Client count shall not affect or recalculate the commission rate previously assigned to any Qualified Client. The commission rate assigned to such Qualified Client shall remain fixed throughout its Commission Period, subject to clause 5.4(d).
5.7. Approved Connector.
An “Approved Connector” means a functional software integration developed or materially contributed to by the Agent that:
a. enables interoperability between the Principal Services and a third-party platform, software product or service;
b. satisfies the technical, information security, documentation and support requirements communicated by the Principal;
c. has successfully completed any testing or review required by the Principal; and
d. has been expressly approved by the Principal in writing.
The mere development, demonstration or submission of a connector shall not constitute creation of an Approved Connector. The date of the Principal’s written approval shall be the “Connector Approval Date”.
5.8. Connector Maintenance.
The Agent shall maintain the Approved Connector in a commercially reasonable operating condition and shall remedy material defects within a reasonable period following written notice from the Principal.
If the Agent permanently discontinues maintenance of the Approved Connector or fails to remedy a material defect within thirty (30) days after written notice, the Principal may withdraw the Approved Connector status.
Withdrawal of the Approved Connector status shall take effect from the first day of the Billing Period following the withdrawal date.
From that date, clause 5.4(d) shall cease to apply and the commission rate for each affected Qualified Client shall revert prospectively to the rate that would have applied to that Qualified Client under clauses 5.4(a)–(c), based on that Qualified Client’s position in the cumulative client count on its Client Agreement Start Date. No commission remuneration accrued before the effective date of withdrawal shall be recalculated.
5.9. Commission Period.
Commission remuneration shall be calculated separately for each Qualified Client during the period beginning on the relevant Client Agreement Start Date and ending twelve (12) consecutive months thereafter (the “Commission Period”).
No commission remuneration shall accrue in respect of payments attributable to services provided after the expiry of the applicable Commission Period.
5.10. Eligible Margin.
“Eligible Margin” means the Net Revenue actually received by the Principal or its designated Affiliate from a Qualified Client during the applicable Commission Period, less the Direct Costs attributable to the provision of the Principal Services to that Qualified Client.
“Net Revenue” means the cleared funds actually received from the Qualified Client, less:
a. applicable taxes, duties and regulatory charges included in the amount paid by the Qualified Client;
b. refunds, rebates and credits actually granted or paid to the Qualified Client; and
c. chargebacks, payment reversals and other amounts actually returned to or recovered by the Qualified Client.
“Direct Costs” means:
a. third-party carrier, network, communication provider, software provider and other third-party service delivery costs directly attributable to the relevant Principal Services; and
b. payment processing and collection charges directly attributable to the Qualified Client.
General corporate overhead, administrative expenses, salaries, office expenses and other costs not directly attributable to the provision of the Principal Services to the Qualified Client shall not be deducted from Eligible Margin.
5.11. Commission Calculation.
Commission remuneration for a Billing Period shall be calculated as follows:
Commission Remuneration = Applicable Commission Rate × Eligible Margin.
No commission remuneration shall accrue where the Eligible Margin for the relevant calculation period is zero or negative.
5.12. Receipt of Client Funds.
Commission remuneration shall accrue only after the Principal or its designated Affiliate has received the relevant payment from the Qualified Client in cleared funds.
Amounts invoiced to a Qualified Client but not yet received shall not be included in the commission calculation.
5.13. Billing Period.
“Billing Period” means one calendar month.
The billing time zone for reports, invoices and settlements between the Parties shall be GMT+0.
5.14. Commission Report.
On or before the tenth (10th) calendar day of each month, the Principal shall provide the Agent with a report for the preceding Billing Period showing, at a minimum:
a. the Qualified Clients included in the calculation;
b. the applicable commission rate;
c. the Eligible Margin;
d. the commission remuneration accrued for the Billing Period;
e. any adjustments, refunds, chargebacks or corrections; and
f. the Agent’s total accrued commission balance.
The Principal may provide the report through the Agent’s partner account, by email or by another electronic method agreed by the Parties.
5.15. Minimum Payment Threshold and Payment of Aged Balances.
The Agent may submit an invoice when the total accrued and undisputed commission balance equals or exceeds EUR 100 (one hundred United States dollars).
Any accrued commission balance below EUR 100 shall be carried forward to subsequent Billing Periods.
Notwithstanding the minimum payment threshold, any accrued and undisputed amount that has remained unpaid for twelve (12) months from the date on which it first accrued shall become payable irrespective of its amount.
No accrued and undisputed commission remuneration shall be forfeited solely because the EUR 100 threshold was not reached.
5.16. Invoicing and Payment.
The Agent shall issue an invoice based on the commission report provided by the Principal.
The Principal shall pay each valid and undisputed invoice within fifteen (15) calendar days after receipt.
Payments shall be made in United States dollars unless otherwise agreed by the Parties in writing.
5.17. Currency Conversion.
Where an amount received from a Qualified Client is actually converted into United States dollars by the receiving bank or payment service provider, the exchange rate actually applied to that conversion shall be used.
Where no actual conversion into United States dollars occurs, the amount shall be converted using the exchange rate applied in the Principal’s accounting records for the relevant Billing Period, determined consistently and in good faith by reference to a reputable independent financial data source.
5.18. Adjustments.
If, after commission remuneration has been calculated or paid:
a. the Qualified Client receives a refund or credit;
b. a payment is reversed or charged back;
c. an error in the calculation is identified; or
d. the relevant amount is otherwise returned to the Qualified Client,
the Principal may deduct the corresponding overpaid commission from future amounts payable to the Agent.
The Principal shall identify any such adjustment in the relevant commission report. If future amounts payable to the Agent are insufficient to recover the overpayment, the Agent shall repay the outstanding amount within fifteen (15) calendar days after receiving the Principal’s written demand and supporting calculation.
5.19. Disputes.
The Agent shall notify the Principal of any reasonable objection to a commission report within fifteen (15) Business Days after receiving the report.
The notice shall identify the disputed item and the basis of the objection.
Any undisputed portion shall remain payable in accordance with this Agreement.
If the Agent does not submit an objection within the above period, the relevant commission report shall be deemed accepted, except in the case of manifest error, fraud or wilful misconduct.
5.20. Taxes and Bank Charges.
The Agent shall be solely responsible for its own taxes, registrations, reporting obligations and other liabilities arising from commission remuneration received under this Agreement.
The Principal may deduct or withhold any amount required by applicable law and shall provide reasonable evidence of such deduction or withholding.
Each Party shall bear the fees charged by its own bank. Any correspondent or intermediary bank charges deducted from a payment shall be borne by the Agent.
Agent shall not be entitled to reimbursement for expenses incurred in the course of performing the Services.
7.1. The Agent is an independent contractor. Nothing in this Agreement creates or shall be construed as creating an employment relationship, partnership, joint venture, franchise, fiduciary relationship or exclusive agency between the Parties.
7.2. The Agent shall determine independently the manner, place and time of performing the Services, subject to the requirements of this Agreement.
7.3. The Agent shall be solely responsible for its personnel, operating expenses, registrations, licences, insurance, taxes and statutory obligations.
7.4. Neither Party shall have the authority to incur any obligation or liability in the name of the other Party except where expressly authorised in writing.
8.1. Each Party shall keep confidential and shall not disclose to any third party any non-public commercial, technical, financial, customer, pricing, security or other confidential information received from the other Party in connection with this Agreement (“Confidential Information”).
A receiving Party may use Confidential Information solely for the performance of this Agreement and may disclose it only to its employees, professional advisers, contractors and Affiliates who need to know such information and who are bound by confidentiality obligations.
Confidential Information does not include information that the receiving Party can demonstrate:
a. is or becomes publicly available without breach of this Agreement;
b. was lawfully known to the receiving Party before disclosure;
c. was lawfully received from a third party without a confidentiality obligation; or
d. was independently developed without use of the disclosing Party’s Confidential Information.
A Party may disclose Confidential Information where required by applicable law or a competent authority, provided that, where legally permitted, it gives the other Party prior written notice.
The obligations under this clause shall continue for five (5) years after termination of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.
8.2. Unless otherwise agreed in a separate written agreement, the Agent shall retain ownership of the software code, tools and technology independently developed by the Agent and incorporated into an Approved Connector.
8.3. The Principal shall retain all rights in and to the Principal Services, APIs, documentation, software, trademarks, data and other materials owned or licensed by the Principal.
8.4. The Agent is granted a limited, non-exclusive, non-transferable and revocable right to use the Principal’s APIs, technical documentation, trademarks and other approved materials solely for the development, operation and promotion of the Approved Connector and performance of this Agreement.
8.5. The Agent shall not reverse engineer, copy, modify or use the Principal Services, APIs or documentation except to the extent expressly permitted by the Principal or applicable law.
8.6. Any transfer of ownership or exclusive rights in an Approved Connector to the Principal must be agreed in a separate written intellectual property assignment signed by both Parties.
8.7. The Agent grants the Principal and its Affiliates a non-exclusive, worldwide, royalty-free licence, for the Term of this Agreement and thereafter for so long as any Qualified Client introduced before termination continues to use the Approved Connector together with the Principal Services, to access, test, demonstrate, market and use the Approved Connector solely in connection with the Principal Services and the administration of the partner programme. The Agent shall not discontinue the operation or maintenance of an Approved Connector actively used by a Qualified Client without giving the Principal at least sixty (60) calendar days’ prior written notice.
Unless otherwise expressly agreed in writing, any maintenance, support or development services to be provided by the Agent after termination of this Agreement shall be governed by a separate written agreement between the Parties.
The Principal may permit its Qualified Clients to use the Approved Connector solely together with the Principal Services. Except for such permitted customer use, the Principal shall not sell, assign, sublicense, modify or commercially distribute the Approved Connector without the Agent’s prior written consent.
9.1. Either Party may terminate this Agreement without cause by giving the other Party thirty (30) calendar days’ prior written notice.
9.2. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to remedy the breach within fifteen (15) Business Days after receiving written notice describing the breach. No cure period shall be required in the case of fraud, bribery, intentional misconduct, falsification of referrals or unlawful use of personal data.
9.3. Either Party may terminate this Agreement with immediate effect if the other Party becomes insolvent, enters liquidation, ceases to carry on business or becomes subject to an analogous insolvency proceeding.
9.4. Consequences of Termination.
a. Termination or expiration of this Agreement shall not affect any payment obligation accrued before the effective date of termination.
b. The Agent shall continue to be entitled to commission remuneration relating to a Qualified Client whose Client Agreement Start Date occurred before the effective date of termination. Such commission remuneration shall continue for the remainder of the applicable Commission Period.
c. No commission remuneration shall be payable in respect of a prospective customer whose Client Agreement Start Date occurs after the effective date of termination, unless otherwise agreed by the Principal in writing.
d. Notwithstanding clause 9.4(b), the Principal may suspend or cancel unpaid commission remuneration where this Agreement is terminated as a result of fraud, bribery, intentional misrepresentation, falsification of referrals, unlawful use of personal data or another material breach directly connected with the relevant Qualified Client or commission remuneration.
e. Within sixty (60) days after termination, the Principal shall provide the Agent with a final statement of accrued commission remuneration. Any accrued and undisputed balance shall remain subject to the reporting, invoicing and payment procedure set out in clause 5.
9.5. Upon termination, each Party shall cease using and, at the other Party’s written request, return or securely destroy the other Party’s Confidential Information and materials, except to the extent that retention is required by applicable law or maintained in routine backup systems.
For the avoidance of doubt, the ownership and permitted use of an Approved Connector following termination shall remain governed by clause 8.
Each Party represents and warrants that:
a. it has full power and authority to enter into and perform this Agreement;
b. the execution and performance of this Agreement do not violate its constitutional documents, any applicable law or any binding obligation owed to a third party; and
c. it shall perform its obligations under this Agreement in compliance with all applicable laws and regulations.
11.1. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, officers, directors and employees (the “Indemnified Party”) from and against any third-party claim, loss, liability, damage, cost or reasonable legal expense to the extent arising out of:
a. the Indemnifying Party’s negligence, wilful misconduct or material breach of this Agreement;
b. a violation of applicable law by the Indemnifying Party in connection with this Agreement; or
c. an unauthorised representation, commitment or action made or taken by the Indemnifying Party on behalf of the other Party.
11.2. Without limiting clause 11.1, the Agent shall indemnify and hold harmless the Principal, its Affiliates, officers and employees against any third-party claim, loss, liability, damage, cost or reasonable legal expense arising out of or relating to:
a. any allegation that the Approved Connector infringes or misappropriates a third party’s intellectual property rights;
b. any malicious code, material security vulnerability or personal data incident caused by the Approved Connector; or
c. the Agent’s breach of its obligations under clause 12.3.
11.3. The Indemnified Party shall notify the Indemnifying Party without undue delay after becoming aware of a claim for which indemnification may be sought and shall provide reasonable cooperation in the defence of such claim.
The Indemnifying Party may control the defence and settlement of the claim, provided that it shall not enter into any settlement that:
a. requires an admission of liability by the Indemnified Party;
b. imposes any non-monetary obligation on the Indemnified Party; or
c. adversely affects the Indemnified Party’s rights or reputation,
without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed.
12.1. The Principal shall be responsible for the provision of the Principal Services under agreements entered into directly between the Principal or its designated Affiliate and Qualified Clients.
12.2. The Agent shall not be a party to a Client Agreement and shall not be responsible for the Principal’s performance of the Principal Services.
12.3. The Agent shall be responsible for:
a. the accuracy and legality of its own marketing and promotional activities;
b. representations made by the Agent without the Principal’s written approval;
c. the development, operation, security and maintenance of an Approved Connector; and
d. compliance with applicable law in connection with the Agent’s referral and integration activities.
13.1. Neither Party shall be liable to the other Party for any indirect, incidental, special, punitive or consequential loss or damage, or for any loss of profit, revenue, business opportunity, goodwill or data, arising out of or in connection with this Agreement.
13.2. Subject to clause 13.3, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of:
a. EUR 10,000; and
b. the total commission remuneration paid or payable to the Agent during the twelve (12) months immediately preceding the event giving rise to the claim.
13.3. The exclusions and limitation in this clause shall not apply to:
a. fraud, bribery, fraudulent misrepresentation or wilful misconduct;
b. breach of confidentiality or data protection obligations;
c. infringement or misappropriation of intellectual property rights;
d. the Agent’s indemnification obligations under clause 11.2; or
e. amounts properly due and payable under clause 5.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions shall continue in full force and effect as valid and enforceable.
The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
16.1. Neither Party shall publish any press release, social media announcement, case study or other public statement identifying the other Party or a Qualified Client without the prior written approval of the other Party and, where applicable, the Qualified Client.
16.2. Neither Party may use the other Party’s name, logo or trademarks except in accordance with the other Party’s written brand guidelines and prior written approval.
16.3. Approval of one announcement or use shall not constitute approval of any subsequent announcement or use.
16A.1. Each Party shall comply with all applicable data protection, privacy, electronic communications and direct marketing laws in connection with this Agreement.
16A.2. The Agent represents and warrants that it has a lawful basis to collect and disclose to the Principal any personal data included in a referral and that all notices, permissions and consents required by applicable law have been provided or obtained.
16A.3. The Agent shall not submit personal data obtained through unlawful scraping, purchased contact lists or other sources that do not permit disclosure and use for the purposes of the referral.
16A.4. The Principal shall use referral information for evaluating the referral, communicating with the prospective customer, providing the Principal Services, administering the partner programme and complying with legal obligations.
16A.5. Each Party shall implement reasonable technical and organisational measures to protect personal data against unauthorised access, disclosure, loss or misuse.
16A.6. Each Party shall notify the other Party without undue delay of any personal data incident materially affecting information exchanged under this Agreement.
16B.1. The Agent shall not, directly or indirectly, offer, promise, give, request or accept any bribe, kickback, secret commission or other improper advantage in connection with this Agreement or any referral.
16B.2. The Agent shall not provide any payment, gift or benefit to an employee, representative or decision-maker of a prospective customer for the purpose of improperly influencing the award of business to the Principal.
16B.3. Each Party shall comply with the Prevention of Bribery Ordinance of Hong Kong and all other applicable anti-bribery and anti-corruption laws.
16B.4. The Principal may suspend the processing of a referral or payment of commission remuneration while reasonably investigating suspected fraud, bribery or improper conduct.
16B.5. A material breach of this clause shall entitle the non-breaching Party to terminate this Agreement immediately by written notice.
Subject to the applicable rules of court and the court’s discretion, the prevailing Party may seek recovery of its reasonable legal costs and expenses.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this Agreement.
19.1. This Agreement and its Appendices constitute the entire agreement between the Parties concerning its subject matter and supersede all prior discussions, correspondence, proposals and understandings relating to that subject matter.
19.2. In the event of any conflict, the following order of precedence shall apply:
a. a written amendment signed by both Parties;
b. the main body of this Agreement;
c. the Appendices, in numerical order;
d. any connector approval or referral confirmation issued by the Principal; and
e. any general partner programme information published on the Principal’s website.
19.3. Information published on the Principal’s website shall not amend, replace or override any provision of this Agreement unless the relevant amendment is expressly agreed by both Parties in writing.
20.1. Any notice, approval, demand or other formal communication under this Agreement shall be in writing and delivered by email to the addresses specified in Appendix No.2.
20.2. A notice sent by email shall be deemed received on the next Business Day after transmission, provided that the sender has not received an automated delivery failure notification.
20.3. Notices relating to termination, material breach, payment disputes, intellectual property or personal data incidents shall also be copied to the management contact specified in Appendix No.2.
20.4. Each Party shall promptly notify the other Party of any change to its notice details.
21.1. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement.
21.2. Signatures exchanged electronically, including through an electronic signature platform or by exchange of signed PDF copies, shall have the same effect as original handwritten signatures.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
For and on behalf of the Agent:
Company name: [ ] Name: [ ] Title: [ ] Signature: Date: [Date]
For and on behalf of BSG HONG KONG LIMITED:
Name: Oleksandr Oliinyk Title: Director Signature: Date: [Date]
to the Agency and Partner Referral Agreement dated [Date]
This Appendix forms an integral part of the Agreement.
1. Eligible Principal Services.
For the purposes of the Agreement, “Principal Services” means all communications platform-as-a-service (CPaaS), cloud communications, customer engagement, software, platform, API, integration and related products and services offered, licensed or provided by the Principal or any of its Affiliates from time to time. All Principal Services purchased by a Qualified Client under a Client Agreement shall be eligible for commission remuneration, except any products or services expressly identified as excluded in Section 9 of this Appendix or otherwise notified by the Principal to the Agent in writing before the relevant Client Agreement Start Date.
Any products or services falling outside the definition of Principal Services shall not be eligible for commission remuneration unless expressly approved by the Principal in writing.
2. Commission Rates.
First through third Qualified Clients in each Programme Year: 15% of Eligible Margin.
Fourth through ninth Qualified Clients in each Programme Year: 20% of Eligible Margin.
Tenth and each subsequent Qualified Client in each Programme Year: 25% of Eligible Margin.
A Qualified Client actively using an Approved Connector: 25% of Eligible Margin from the applicable Connector Activation Date, subject to clauses 5.4(d), 5.5 and 5.8 of the Agreement.
The Qualified Client count shall reset to zero at the beginning of each Programme Year in accordance with clause 5.6 of the Agreement.
3. Commission Period. Twelve (12) consecutive months from the Client Agreement Start Date of each Qualified Client.
4. Billing Period. One calendar month.
5. Minimum Payment Threshold: EUR 100.
6. Payment Currency: United States dollars, unless otherwise agreed in writing.
7. Referral Method.
Unique referral link: [To be assigned by the Principal following execution of this Agreement].
Alternative approved referral method: A referral expressly confirmed and accepted by the Principal by email or through the Agent’s partner account.
8. Approved Connector. To be completed only where an Approved Connector exists. Otherwise, state “Not applicable”.
Connector name: [insert or state “Not applicable”];
Third-party platform: [insert or state “Not applicable”];
Connector Approval Date: [insert or state “Not applicable”];
Connector Activation Date: [insert or state “Not applicable”];
Connector Deactivation Date, if applicable: [insert or state “Not applicable”];
Principal’s written approval reference: [insert or state “Not applicable”];
Principal’s written activation confirmation reference: [insert or state “Not applicable”].
9. Excluded Services or Customers:
[insert or state “None”]
For and on behalf of the Agent:
Company name: [ ] Name: [ ] Title: [ ] Signature: Date: [Date]
For and on behalf of BSG HONG KONG LIMITED:
Name: Oleksandr Oliinyk Title: Director Signature: Date: [Date]
Bulk SMS alone leaks budget. Verify the list, then run WhatsApp-first with SMS fallback.
SIM swaps jumped 1,055% in a year. Voice OTP takes your riskiest codes off the SMS rail.
Telegram OTP is free — until it silently fails. Know the limits and when to add fallback.
