Customers Referral Lead

This Referral Agreement (the “Agreement”) is entered into by and between Epicor Software (UK) Limited (“Epicor”), and the entity whose name and address appears in the signature block below (“Referral Organization”) and is effective as of the date of Epicor’s authorized signatory (Effective Date).

R E C I T A L S    

Epicor has developed and owns or has the right to licence certain software product applications (including SaaS Services) and associated documentation set forth on Exhibit 1 attached hereto (collectively the "Epicor Products")

Referral Organization desires to recommend the Epicor Products to prospective customers that are located and operating in the United Kingdom as set out in Exhibit 1 (“Territory”) and include the Epicor Products in its marketing and sales

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, terms and conditions hereinafter contained, Epicor and Referral Organization each hereby agree as follows:

1.Definitions and Interpretation. The following definitions and rules of interpretation applying in this Agreement:

Epicor has developed and owns or has the right to licence certain software product applications (including SaaS Services) and associated documentation set forth on Exhibit 1 attached hereto (collectively the "Epicor Products").

2.Authorization

Authorization. Epicor hereby grants to Referral Organization the non-exclusive, non-transferable, non-sublicensable right to market the Epicor Products to prospective customers.

Promotion. Referral Organization will use commercially reasonable efforts to market and promote the Epicor Products to prospective customers in the United Kingdom.

Referral Program Guide. Referral Organization must adhere to the Customer Referral Program Guide (as updated from time to time) (copy set forth at Exhibit 2) the terms and conditions of which are incorporated herein by reference and which terms an conditions are available at https://www.epicor.com/en-uk/company/legal/referral-program-guide/. Epicor may modify the Referral Program Guide at its sole discretion.

Representations to Customers. Referral Organization must not make (and fully indemnifies Epicor if any representations are made) any representations, warranties, or guarantees about the Products that are inconsistent with (or in addition to) those representations made in this Agreement, Product Documentation, Epicor’s Product Supplements, and/or in Epicor’s published marketing materials.

3.Licence Grant

Partner Trademarks. During the Term of this Agreement, Referral Organization grants Epicor the limited right to publish Referral Organization’s name, trade names, trademarks, and/or logos (Trademarks) about Referral Organization’s participation in Epicor’s referral program. All other rights of Epicor are reserved.

Epicor Trademarks. During the Term of this Agreement, Referral Organization may refer to itself as an “Epicor Referral Partner” and Epicor grants to Organization the limited right to use Epicor’s Trademarks (including any applicable partner-type or level logos) solely for the purpose of marketing the Products and to identify it as an authorized Epicor partner. Organization must comply with Epicor’s trademark usage guidelines.

Ownership. Except as provided in this clause 3 (Licence Grant), this Agreement does not grant a party (or such party’s affiliates’ or licensors’) any right, title, interest, or license in or to the other party’s (or such party’s affiliates’ or licensors’) names, word marks, logos, logotypes, trade dress, designs or other Trademarks and any grant not made is otherwise reserved. Neither party may register, adopt or use any name, Trademark, domain name, or other designation that includes any part of the other party’s (or such party’s affiliates or licensors’) names or other Trademarks or any term that is confusingly similar to the other party’s (or such party’s affiliates’ or licensors’) names or other Trademarks.

4.Referral Fees and Payment

Subject to this Agreement, Referral Organization is eligible to receive payment (Referral Fees) for approved referrals.

Among other requirements set forth in the Program Guide, Referral Organization must pre-register each lead with Epicor by 30 September 2024, and Epicor must accept the lead, in its sole discretion.

Payment for approved leads will be made in the manner and subject to the terms and conditions set forth in the Program Guide.

5.Compliance with Law and Brand Representation Standards. Referral Organization must comply with all applicable laws and regulations in its marketing activities and actions and may not engage in any deceptive, misleading, or unethical marketing  activities that may be detrimental to Epicor, its products, or services.  Additionally, Referral Organization must represent Epicor and its products and services to existing and prospective customers and the public and perform its obligations in a manner that, in Epicor’s judgment, reflects well upon Epicor and its brands.


6.Term; Termination

Term of Agreement. The term of this Agreement begins on the Effective Date and continues through December 31 of the same calendar year (Initial Term). However, this Agreement will automatically renew for successive one-year terms (each a Renewal Term), unless a party notifies the other in writing of its desire to terminate the Agreement no less than 30 days prior to the end of the Initial or relevant Renewal Term.  Epicor has no obligation to renew this Agreement or enter into a similar agreement with Referral Organization upon termination or expiration of this Agreement.

Termination without Cause. Either party may terminate this Agreement without cause at any time, effective upon 90 calendar days prior written notice to the other party.

Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 calendar days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period, or (ii) immediately, upon notice if the other party breaches its compliance obligations.

Termination Effects.  Expiration or termination of this Agreement for any reason will not relieve the parties of any rights or obligations accruing prior to such expiration or termination.  Upon any expiration or termination (i) all of Referral Organization’s rights to market and promote the Software end, (ii) Referral Organization must immediately stop all representations that it is an Epicor partner, and (iii) each party must return to the other all Confidential Information of the other party in its possession.  Epicor will make applicable payment for any referrals received and accepted prior to the effective date of termination.

7.Confidentiality

Confidential Information. In this Agreement “Confidential Information” means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement. Confidential Information includes, without limitation, the Products, copies, or abstracts made thereof as well as any modules, samples, prototypes, or parts thereto, and the details of the employees of the parties or their Affiliates. Confidential Information does not include any information that is (i) already known to the Receiving Party or received by the Receiving Party from a third party, free of any obligation to keep it confidential; (ii) or becomes publicly known through no wrongful act of the Receiving Party; (iii) independently developed by the Receiving Party; or (iv) approved for release by the Receiving Party prior written authorization of the Disclosing Party.

Confidentiality. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written permission.

Protection. The Receiving Party will keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality of Confidential Information in the same manner as it protects the confidentiality of its own, being no less than reasonable skill and care.

Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it must provide the Disclosing Party with prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

Return. Receiving Party will return all originals, copies, and summaries of the Confidential Information upon termination or expiration of this Agreement or upon Disclosing Party’s request, or in the alternative, at Disclosing Party's option, certify in writing to Disclosing Party that all such Confidential Information has been destroyed.

Duration. The obligations with respect to Confidential Information will survive for five (5) years following termination or expiration of this Agreement.

Data Protection

Both parties agree to comply with all requirements of the Data Protection Legislation.

UK General Data Protection Regulation (UK GDPR).

If and to the extent that Epicor:

processes “Personal Data” as defined under the Data Protection Legislation as a Data Processor for and/or on behalf of Referral Organization (provided by Referral Organization to Epicor in Referral Organization’s capacity as a Data Controller); and/or

processes “Personal Data” as a Sub-Processor for and on behalf of Referral Organization’s Customers (provided to Epicor in Referral Organization ’s capacity as a Data Processor),

Epicor agrees to comply with the applicable Vendor Data Processing Addendum available at https://www.epicor.com/en-uk/company/compliance/vendor-facing-data-processing-addendum/ (Epicor’s Vendor Data Processing Addendum), the terms of which are hereby incorporated by reference (and accepted by Referral Organization  through completion of the OneTrust  Referral Organization DPA Assessment), with respect to such Personal Data. In the event of any conflict between this Referral Agreement and the Referral Organization Data Processing Addendum, Epicor’s Referral Organization’s Data Processing Addendum shall control;

If and to the extent that Referral Organization:

processes Epicor Data (provided by Epicor to Referral Organization in Epicor’s capacity as a Data Controller) that contains Personal Data relating to a Data Subject (as defined in the Data Protection Legislation); and/or

processes “Personal Data” as defined under the Data Protection Legislation as a sub-processor for and on behalf of Epicor’s Customer (in Epicor’s capacity as a Data Processor),

Referral Organization agrees to comply with applicable the Epicor Vendor Data Processing Addendum available at https://www.epicor.com/en-uk/company/compliance/vendor-facing-data-processing-addendum/, the terms of which are hereby incorporated by reference (and accepted by Referral Organization  through completion of the OneTrust DPA Assessment). In the event of any conflict between this Referral Agreement and the Epicor Vendor Data Processing Addendum, the Epicor Vendor Data Processing Addendum shall control.

Referral Organization agrees to allow Epicor and its Affiliates (meaning companies now or hereafter controlling, controlled by, or under common control with Epicor; “control”, “controlled” and “controlling” meaning with regards to Epicor, the equitable ownership, directly or indirectly, of more than 50 percent (or the maximum permitted by local law, if less) of the voting stock (or other ownership interest ordinarily having voting rights, if not a corporation) and suppliers to store and use Referral Organization ’s business contact information, including names, business phone numbers, and business e-mail addresses, anywhere they do business. Such information (i) will be processed and used in connection with Referral Organization ’s and Epicor’s business relationship, and (ii) may be provided to contractors acting on Epicor’s and its Affiliates’ and suppliers’ behalf, and to Epicor’s and any of its Affiliates’ business Referral Organizations who promote, market and support certain Epicor (or third party) products and services for uses consistent with the business relationship contemplated by this Agreement.

In the event that any potential third-party customers to Epicor referred by Referral Organization under this Agreement are located in a country where applicable local data protection (or equivalent) law controls the communication of information relating to living individuals, corporations, partnerships and/or other forms of legal entity, Referral Organization hereby warrants that:

Referral Organization will obtain all necessary written consents to permit Epicor and its Affiliates and any of the above-mentioned suppliers, contractors and business Referral Organizations to store and use that potential third party customer’s business contact information (including names, phone numbers, and e-mail addresses) anywhere they do business. Such information will be processed and used in connection with the business relationship contemplated by this Agreement, and may be provided to contractors, and business Referral Organizations of Epicor and its Affiliates for uses consistent with their collective business activities, including communicating with them (for example, for processing orders, for promotions and for market research); and

Referral Organization will comply with all applicable local data protection registration requirements in relation to such information, including (without limitation): (i) the obtaining of such information from all such potential third-party customers, (ii) the recording, storage and processing by it of such information, and (iii) the transmission by it to Epicor hereunder of such information.

Referral Organization  shall, at all times during and after the Term, indemnify Epicor and keep Epicor indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Epicor arising from any breach of the Referral Organization ’s obligations under this clause 5, except and to the extent that such liabilities have resulted directly from Epicor’s and/or the Referral Organization’s Customer's direct instructions.


9.Commitment of all Parties; Spirit of Agreement.

Without in any way altering the relationship between the parties, the parties hereto agree that the designation of an Epicor Referral Organization is a specific and intentional choice by the parties and is intended to convey the spirit of the intended relationship created herein.

The parties hereto agree to honestly and reasonably support each other as applicable in their dealings with each other, their customers and all potential third-party customers to Epicor and to demonstrate mutual respect for each other. Without in any way limiting the parties’ ability to lawfully compete in the marketplace, the parties hereto agree that one intent of this Agreement is to help Epicor grow its customer base and to that end each party agrees to respect the other’s base of customers for software and services and shall communicate with each other regarding communications with or soliciting of the other party’s customers.

Additionally, the parties hereto agree not to intentionally or unreasonably disparage, malign  or criticize the other (or, in the case of the Referral Organization, any other Epicor Referral Organization) or their products or services to any third party, customer or potential third party customer of Epicor and Referral Organization  herein acknowledge and agree that situations may arise under this Agreement or in a business context where they shall be competing with each other for  the provision of products and/or services to customers and potential third party customers, including the specific possibility that in some situations, Referral Organization  may be representing competitive product and service offerings to those of Epicor.

Without in any way intending to hinder or prohibit fair and lawful competition between the parties in the sale and provision of products and services to customers and potential third-party customers, the parties agree that professional, honest and fair dealings between the parties and with customers and potential third-party customers at all times in the context of this Agreement and such situations, shall be their goal at all times.

10. Non-Solicitation.

Subject to applicable law, during the Term of this Agreement and for 12 months thereafter, neither party or its affiliates will directly or indirectly solicit for employment (or as an independent contractor) or hire as a result of such solicitation any employee or independent contractor of the other party for a period of 6 months after the date such person’s employment or services contract was terminated. This clause 8 will not restrict the right of a party or its affiliates to: (i) solicit or recruit generally in the media or online and subsequently hire, or (ii) hire or engage the other party’s employees or independent contractors who answer any general advertisement or who otherwise voluntarily apply for hire or      engagement without having been initially personally solicited or recruited by or on behalf of the other party.  If a party or its affiliate hires an employee or engages an independent contractor of the other party in contravention of this Section, then such party shall pay to the other party an amount equal to the salary or fees paid or to be paid to the employee or independent contractor over 12 months of their employment or engagement with the other party, such amount being a genuine pre-estimate by the parties of liquidated damages and not a penalty.

11.Corruption and Anti-Bribery.

 The Referral Organization shall:

comply with all applicable laws, statutes and regulations, including those relating to anti-bribery and anti- corruption (“Anti-Bribery Laws”) including, but not limited to, the UK’s Bribery Act 2010 and USA’s Foreign Corrupt Practices Act 1977 and comply with Epicor’s policies on anti-bribery and anti-corruption (of which Referral Organization acknowledges that it has been provided a copy) as updated by Epicor from time to time, copies of which are available upon request by Referral Organization.

not directly or indirectly offer, give or promise to give or accept or agree to receive or request any financial or other advantage (whether such advantage is cash or any other thing of value) to influence or procure or reward improper performance by any person (including a government or other public official or employee or any person employed or engaged by a publicly funded, owned or controlled body, company or entity).

indemnify Epicor against any losses, liabilities, damages, costs and expenses incurred by, or awarded against Epicor as a result of any beach of this Section 6 by the Referral Organization.

Breach of this Section 10 shall be grounds for immediate termination of this Agreement on written notice by Epicor to Referral Organization without any right of Referral Organization to cure.

12.Miscellaneous.

Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts or England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. 

Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by courier or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this paragraph. Notices and other communications may also be validly given by email provided that the recipient has acknowledged receipt of such email.

Any notices to Epicor must be sent to:

Epicor Software Corporation
6 Arlington Square West
Bracknell
Berkshire RG12 1PU
United Kingdom

Attention:  Legal Department

Email: LegalPersonnel-EMEA@epicor.com

Assigment. No assignment or transfer of this Agreement or any right or privilege granted hereunder, including any assignment by operation of law pursuant to a merger, liquidation, foreclosure, or involuntary sale in bankruptcy, shall be permitted of Referral Organization or shall be effective or binding on Epicor without Epicor’s prior written consent. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors, and assigns. This Agreement may be transferred by Epicor to any of its Affiliates without prior notice to Referral Organization.

Force Majeure. Neither party shall be responsible for failure to perform in a timely manner under this Agreement when its failure results from any of the following causes: acts of God or public enemies, acts of terrorism, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident or any cause beyond its reasonable control.

Third Party Rights. Unless it expressly states otherwise this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement.  The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

Severance. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of this Agreement shall be valid and enforceable to the maximum extent possible. The Parties will replace any invalid or unenforceable provision by a valid and enforceable provision which comes as close as possible to the Parties’ intentions or to what the Parties would have intended according to the aim and purpose of this Agreement had they been aware of the invalidity or unenforceability of the respective provision upon conclusion of this Agreement. The above provision shall apply mutatis mutandis in the event of any incomplete provisions.

Entire Agreement. This Agreement (together with all attachments and exhibits hereto) constitutes the entire agreement between the parties and supersedes any and all prior proposals, representations, understandings and all other agreements between the parties, whether written or oral, with respect to the subject matter hereof. Each of the parties hereto acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

Variation.This Agreement may not be amended or modified except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.

Relationship; No Partnership or Agency. Each party hereto shall be and remain an independent contractor and nothing herein shall be deemed to constitute the parties as Referral Organizations. Further, neither party shall have any authority to act, or attempt to act, or represent itself, directly or by implication, as an agent of the other or in any manner assume or create or attempt to assume or create any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and each of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement which will be effective on and from the Effective Date.

BY ACCEPTING THIS AGREEMENT, THE REFERRAL ORGANIZATION ACKNOWLEDGES THAT IT HAS REVIEWED ITS TERMS AND AGREES TO BE LEGALLY BOUND BY THE SAME.

Exhibit 1

(List of the “Epicor Products”)

All Epicor Products (including Epicor’s SaaS Services) (save as referred to below)

Note: The above excludes Epicor’s Retail Products e.g. CRS and NSB, which shall be subject to a separate agreement if the Referral Organization  wishes to refer leads for retail solution opportunities to Epicor.

Territory

UNITED KINGDOM ONLY

Exhibit 2

Referral Program Guide

We’re here to serve the world’s most essential businesses with industry specific, industry leading technology and services - focusing on major industries and the specialist industries within them: manufacturing and distribution.

Help us fulfill that mission by providing referrals of other essential businesses that could benefit from Epicor products and services.

Your referral can result in rewards for your business and a bigger and stronger community of Epicor users.

Referral Lead Registration

Lead registration requests are submitted through the Referral Lead Form located on Epicor.com by September 30, 2024. To receive credit for the referral and earn a referral payment, this form must be submitted before the deal closes. All leads are approved or denied in collaboration between our lead management team and sales leadership. For any lead not approved, Referral Organization may appeal to Epicor for review and appropriate resolution at referepicor@epicor.com. The program is only available for the UK Region.

Lead Acceptance Limitations
Epicor may decline a lead referral for qualification of the Lead Referral Program for various reasons, including, but not limited to, the following:

The Proposed Lead was an existing customer of Epicor’s at the time of submission of the Referral;

Epicor was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Proposed Lead at the time of submission of the Lead Referral Form;

The Lead Referral Form (or similar document) has previously been submitted to Epicor by You or any third party with respect to the Proposed Lead;

The Proposed Lead (a) does not meet Epicor’s credit requirements, (b) is directly or indirectly involved in a business or industry that, in Epicor’s sole discretion, may not comply with applicable laws, (c) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (d) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government;

The Proposed Lead is located in an Excluded Country, or which Epicor is otherwise prohibited by agreement from accepting;

At the time of Your submission of the Lead Referral Form, Epicor has a lead already recorded in Epicor’s system of record that has been active within the last thirty (30) days;

The Proposed Lead is a Public Sector Entity;

The Lead submission is done after September 30, 2024.

The program is only available for the UK Region.

Referral Eligibility 

If the approved referral lead closes within 12-months (may be extended to 18-month for some larger deals), Referral Organization can receive up to 10% of Epicor’s Net License Revenue. For Cloud referrals, Referral Organization gets 10% of Epicor’s average annual contract Net License Revenue of the first term. Fees for customers providing a referral are paid in the form of Epicor account credit.

In some cases, Epicor may assign the lead to an authorized Epicor Reseller. All terms and program guidelines apply regardless.

Additional Terms:

Referral fees are capped at $50,000.

All system setup and services fees are not eligible.

Cloud product subsequent year/renewals are not eligible.

Epicor Professional Services are not eligible.

If customer has outstanding balances with Epicor – Credit may will be applied to any outstanding balances – with remaining value placed on account.

Customer must use credit within 12 months of receiving the credit.

Referral Lead Communications

Epicor will communicate referral leads statuses in the following stages:

Confirmation of the Lead Submission

Acceptance of the Lead into the Referral Program

Confirmation of Win or Loss status of the Lead

Confirmation of Payment being completed

Referral Organization Payments

Approved leads are eligible for a Referral fee which is calculated on software license revenue and exclude services and maintenance. Leads must be accepted to be payable. After the deal closes, approximately 30 days following the date that Epicor receives payment from the customer, Epicor will remit payment to Referral Organization. Payment will be in the form of account credit. Payments are to be made to the referring organization. The referring organization can choose to accept or decline the referral fee. Individuals do not qualify for the referral fee/credit. Epicor, may at its own discretion, provide a separate reward to the individual providing the referral as an additional form of appreciation. The individual can choose to accept or decline any such reward.

Account Credit

Account credit received through the Epicor Referral Program can be applied to the following Epicor purchases:

Epicor-owned licenses, seats, or users

Epicor-owned functionality, including new functionality or applications

Epicor Insights registrations

Epicor Addon Support Services

Epicor Subscription Renewals, including Support, Maintenance, Software as a Service or Cloud

Account credit received through the Epicor Referral Program cannot be applied to the following purchases:

Any product or service that is not offered by Epicor.

Epicor Professional Services

Spirit of Cooperation

In every business decision, Epicor and Referral Organization strive to honestly and reasonably support each other as well as demonstrate a mutual respect in dealings with each other and customers, however, Epicor may determine any dispute in its discretion and all decisions are final. This partnership is to hold and maintain the best interests of both businesses and strive to make Epicor’s products the most effective and successful in the software industry.