Gradwell Customer Referral Scheme Terms and Conditions
“Control Panel” means that section of the Website via which you can, amongst other things, access your account and procure, amend, manage or administer the relevant Services you have with Gradwell;
“General Terms” means the terms and conditions set out at http://www.gradwell.com/tandcs/ and any other location on the Website referenced therein, which may change from time to time;
“Gradwell Partners” mean those third parties who contract with Gradwell to resell Gradwell’s products and services to end users under a separate agreement;
“Immediate Family and Connected Persons” means in relation to a Gradwell employee, their spouse / partner, parents, grandparents, children, grandchildren, brothers, sisters, mother in law, father in law, brothers in law, sisters in law, daughters in law, sons in law (including adopted, half, and step members of the same) and cohabitee(s);
“party” or “parties” means the parties who are agreeing to abide by the terms hereunder, namely, you, the customer (“you”), and Gradwell Communications Limited (“Gradwell”). Any references to “us” shall be interpreted to mean both parties;
“Products” means the internet telephony or connectivity hardware sold by Gradwell to customers (whether for use in conjunction with Services or otherwise), full details of which are available on the Website or in other published material from time to time;
“Service” or “Services” means, as appropriate, the various internet telephony services sold by Gradwell to customers, including but not limited to Voice over Internet Protocol (VoIP) telephony, mobile telephony and broadband connectivity, full details of which are available on the Website or in other published material from time to time;
“Website” means Gradwell’s web presence at www.gradwell.com (including any associated website, web-page, or sub-page of the same).
1. Application of Terms
- 1.1. These terms and conditions shall govern the customer referral scheme (“Referral Scheme”) operated by Gradwell. Subject to clause 11 below, you are eligible to participate in the Referral Scheme if you are a direct customer of Gradwell with an active Gradwell account for your own personal or business use, providing you comply with the General Terms and those terms and conditions set out herein.
- 1.2. By participating in the Referral Scheme, you agree to be bound by these terms and conditions. Any referrals you make which are not in accordance with these terms shall not be valid and no Credit Award shall be made in respect of them.
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1.3. These terms are supplementary to Gradwell’s General Terms set out on the Website which govern the sale and use of the Products and Services, including any other relevant terms referenced therein or provided separately.
- Referral Code
- 2.1. Gradwell shall issue you with a unique customer referral code via the Website (“ReferralCode”).
- 2.2. The Referral Code must be entered by the Referred Customer at the point at which they sign up as a Gradwell customer via the Website. Referral codes cannot be applied retrospectively for any reason.
- 2.3. For the avoidance of doubt, the Referred Customer and Gradwell shall enter into a separate contract pertaining to the sale and supply of the relevant Products or Services. Any Referred Customers who have signed up using your Referral Code shall be recorded on your Gradwell account in the Control Panel.
- Referral Process and Credit Awards
- 3.1. From time to time you may recommend a third party (who is not currently a Gradwell customer) to successfully sign up as Gradwell customer (“Referred Customer”).
- 3.2. Providing the Referred Customer signs up as a Gradwell customer via the Website using the Referral Code you give them and they go on to purchase Products and/or Services which are invoiced, paid for and retained beyond any cancellation or cooling-off period, Gradwell shall apply a corresponding credit to your Gradwell account, calculated in accordance with this clause 3.
- 3.3. Subject to clause 7 below, any credit awarded by Gradwell under this Referral Scheme shall be 10% of the value of the Products and/or Services (excluding VAT) charged by Gradwell for the relevant 30 day period of the Referred Customer’s contract with Gradwell (“Credit Award”). Thereafter, up to a maximum of 11 further months, and in consideration for your on-going compliance with these terms, Gradwell shall make a separate Credit Award in respect of each subsequent 30 day period of the Referred Customer’s contract with Gradwell, providing they remain a customer with Gradwell, their account with Gradwell remains active, and they pay for all and any Products and/or Services in full.
- 3.4. Gradwell shall issue any Credit Award to you by the end of the calendar month following the one in which the Referred Customer pays their Gradwell invoice in full.
- 3.5. Any Credit Award may only be applied against a future Gradwell invoice issued to you, and it may not be transferred to any other person or Gradwell account, nor may it be substituted or exchanged for any other payment or benefit.
- Suspension and Termination of Gradwell Account4.1. If your Gradwell account is suspended by Gradwell (acting in accordance with its rights under the General Terms and/or other relevant terms), no Credit Award shall be owed in respect of:a) the period during which you have been in breach of the General Terms and/or other relevant terms which led to the suspension (to the extent that Credit Awards for this period have not already been made); andb) the period of suspension itself.
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- 4.2. If your Gradwell account is subsequently reactivated following suspension under clause 5.1 above, you shall not be eligible gain Credit Awards again (calculated in accordance with clause 3, above), until one clear calendar month has passed after that in which the reactivation of your Gradwell account occurs.
- 4.3. A Credit Award shall not be made and shall cease to be owed thereafter if your Gradwell account and/or contract with Gradwell has been terminated. This shall not affect any previous Credit Awards made prior to such termination.
- By recommending or referring a third party to become a Gradwell customer, you shall not:
- 5.1. pledge the credit of Gradwell in any way; or
- 5.2. in relation to the Products or Services, hold yourself out, or permit any person to hold youout, as being authorised to bind Gradwell in any way, nor do any act which might reasonablycreate the impression that you are so authorised; or
- 5.3. make or give any undertakings, promises, warranties, guarantees or representationsconcerning the Products or Services other than those specifically authorised by Gradwell.
- The parties acknowledge and agree that not all Services and/or Products may be suitable for all Referred Customers, which may be adversely affected by factors beyond Gradwell’s control (including but not limited to geographical location and line quality issues). Gradwell shall determine at its sole discretion which Referred Customers it shall sell its Products or Services to. For the avoidance of doubt, Gradwell shall not be obligated to provide its Products or Services to any specific Referred Customer and Gradwell shall incur no liability to you for any such non- provision of Products or Services.
- Gradwell reserves the right to withdraw this Referral Scheme or amend these terms for any reason by giving 7 days’ notice (which may be communicated by email). Subject always to these terms, this shall not affect any Credit Award which becomes due before such withdrawal or amendment is made.
- Gradwell shall not be held responsible for any error you make in informing the Referred Customer of the relevant Referral Code or any error made by the Referred Customer in entering the code on the Website at the time they sign up. The parties recognise that the internet is inherently insecure and that data (whether sent by email or otherwise) can become corrupted and communications are not always delivered promptly (or at all). Gradwell assumes no responsibility for any non- provision of Credit Award(s) where the Referred Customer cannot sign up as a Gradwell customer and/or use the relevant Referral Code in accordance with clause 3 because of any technical failing or limitation on the part of that Referred Customer. Gradwell shall use its reasonable endeavours to ensure that the Website and the Credit Award process is suitably fit for purpose so as to fulfil its obligations under these terms, but it gives no further undertaking, warranty or assurance in this respect. Save as expressly stated to the contrary under the General Terms, Gradwell does not undertake or warrant that any aspect of the Website, sign-up process or Credit Award process shall be uninterrupted or error-free.
- To the fullest extent permitted by applicable law, and with the exception of liability arising either from fraud or from death or personal injury caused by Gradwell’s negligence, Gradwell excludes all liability howsoever arising connected with the Referral Scheme as well as all warranties, conditions, undertakings, terms and obligations implied by law (whether by statue, common law or otherwise).
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- This Referral Scheme shall not apply to Gradwell Partners or any employee of Gradwell or to any Gradwell employee’s Immediate Family or Connected Persons.
- Nothing in the contract governed by these terms shall create or be deemed to create a partnership between the parties.
- The Contracts (Rights of Third Parties) Act 1999 shall not apply to the contract governed by these terms and no person other than the parties shall have any rights under it.
- The terms set out herein are governed by English law and the courts of England shall have exclusive jurisdiction over any dispute arising out of or in connection with them.