Merchant Referral Agreement

The terms for accountants, bookkeepers, consultants, brokers and others who introduce a business to RapidCents personally. It sets out how a referral is made and consented to, what a referrer may not do — conduct the sale, complete an application, quote a rate — how the referral fee is earned and reversed, and what happens where you owe the business a professional duty of your own.

1. Who this is for

This agreement governs the RapidCents Merchant Referral Program: accountants, bookkeepers, consultants, brokers, associations, suppliers and individuals who introduce a business to RapidCents personally rather than through a published link or an integration.

It applies from the moment you are accepted into the program or submit your first referral, whichever is earlier. You are an independent contractor and not a RapidCents agent, employee or representative, and you have no authority to bind RapidCents.

Where you also publish a tracked link, the Affiliate Partner Program Agreement governs that activity; where you also integrate RapidCents into software, the Integration Partner Program Agreement governs that. A merchant is paid for once, under one program.

2. How a referral is made

A referral is made by submitting the business name, the contact’s name and their contact details through the channel RapidCents gives you, before RapidCents has had contact with that business.

You will make a referral only with the knowledge and consent of the person whose details you submit. You confirm, each time, that they have agreed to be contacted by RapidCents about its services and that you are permitted to share their details. Clause 8 and the RapidCents Privacy Policy apply to what you share.

RapidCents will acknowledge a referral and will tell you whether it is accepted. A referral is not accepted where the business is already a RapidCents merchant, was a merchant within the period the program schedule states, is already in RapidCents’ pipeline, has already been referred by another partner, or is a business you or an affiliate of yours control.

You may introduce RapidCents to the business and make the initial connection. You will not conduct the sale, complete an application on a merchant’s behalf, sign anything for a merchant, or hold yourself out as able to onboard them.

3. Where you owe a duty to the business you refer

If you advise the business professionally, your duty to them comes first. Tell them you are paid for the referral before they act on your advice.

Many referrers — accountants, bookkeepers, brokers and consultants — owe professional, fiduciary or regulatory duties to the business they refer. Nothing in this agreement displaces those duties, and where this agreement and a duty you owe conflict, the duty governs and you should not make the referral.

You will tell the business, before it acts on your recommendation, that you receive compensation from RapidCents for referring it, and you will comply with any disclosure, consent or conflict rule your professional body imposes.

You will not make a referral where doing so would breach a duty, a licence condition, an employment term or a contract you are bound by, and RapidCents relies on your confirmation that it would not.

4. What you may not say about pricing

Never quote a rate, a saving or an approval. Only RapidCents can price an account, and only the Fee Schedule a merchant is given before signing states what they will pay.

As a referral partner you have no authority to set, quote, confirm, guarantee or negotiate pricing on RapidCents’ behalf, and no authority to approve a merchant, to promise approval, or to commit RapidCents to anything.

You will not state or imply to a merchant or a prospect that:

• (a) A particular rate, markup, fee, saving or effective rate is available to them, will be offered to them, or is guaranteed.
• (b) A rate quoted, modelled or estimated at any time — including in a statement review, a calculator, a proposal or a conversation — will be the rate they are charged.
• (c) A promotion will be available when they apply. Promotions are time-limited, can be withdrawn or changed at any time, and the promotion that can be applied is the one open on the day the merchant applies.
• (d) Their application will be approved, or approved on any particular terms.
• (e) RapidCents will not change a fee, or that a rate is locked, fixed or protected for any period.
• (f) They are bound for a term, or that any RapidCents agreement carries a minimum term, a commitment period or an early termination fee. None does.

Pricing is set by RapidCents during underwriting and is stated in the Fee Schedule issued to the merchant before it accepts the Services Agreement. Only that Fee Schedule binds RapidCents. Point a prospect at the published Fee Disclosures and at the statement review rather than at a number of your own.

You will use only the marketing materials, claims and figures RapidCents has published or approved in writing, will not alter them, and will correct anything you have said that RapidCents tells you is inaccurate. You will indemnify RapidCents for any claim, loss or liability arising from a representation you made that this clause did not permit.

5. How you are paid, and when it is taken back

Your referral fee is set out in the program schedule RapidCents gives you. It is earned on merchants that actually process, and it is reversed if a merchant is reversed — a chargeback loss, a fraudulent application, an account closed early or a referral that was not genuinely yours.

The amount, the basis of calculation and the payment schedule of your referral fee are set out in the program schedule RapidCents provides to you. No amount is stated in this agreement, and the program schedule governs.

A referral fee is earned only where: the merchant was introduced by you in accordance with this agreement and the attribution rules in clause 6; the merchant completed an application, was approved, accepted the Services Agreement and began processing; and the merchant is not an existing RapidCents merchant, a former merchant within the period the program schedule states, a merchant already in RapidCents’ pipeline, or a business you or an affiliate of yours control.

RapidCents calculates referral fees from its own records of merchant activity, which are determinative absent manifest error. A statement of what is payable is made available on the cycle the program schedule states, and you have thirty (30) days from it to query an amount; after that it is treated as accepted.

RapidCents may set off against a referral fee any amount you owe it, and may withhold payment where it reasonably suspects a breach of this agreement, fraud, or a misrepresentation, while it investigates.

A referral fee already paid may be reversed, and a referral fee not yet paid cancelled, where:

• (a) The merchant’s account is closed, terminated or never begins processing, within the period the program schedule states.
• (b) The merchant was approved on information that proves to be false, or the application was fraudulent.
• (c) RapidCents suffers a loss on the merchant, including an unrecovered chargeback, a negative balance, a fine or a write-off.
• (d) The introduction was not genuinely yours, was already attributed to another partner or to RapidCents, or resulted from conduct this agreement prohibits.
• (e) You breach this agreement.

You are an independent contractor. You are responsible for your own taxes, registrations, withholdings and filings, and you will give RapidCents the tax information it needs to pay you. Nothing in this agreement creates a partnership, a joint venture, an employment relationship or an agency, and you have no authority to bind RapidCents.

RapidCents may change the program schedule on thirty (30) days’ notice. A change applies to merchants introduced after it takes effect, and does not reduce an amount already earned.

6. Attribution and the referral window

A referral is attributed to you where RapidCents accepted it under clause 2 and the business applies within the referral window stated in the program schedule. A business that applies after the window closes is not attributed to you.

Where two partners refer the same business, the first referral RapidCents accepted governs. RapidCents’ records are determinative absent manifest error, and an attribution question is raised within thirty (30) days of the statement that would have carried it.

7. Compliance, conduct and the law that applies to you

You will comply with every law that applies to how you market, including the Federal Trade Commission Act and state law on unfair or deceptive acts and practices, the FTC Endorsement Guides, the CAN-SPAM Act, the Telephone Consumer Protection Act and the Telemarketing Sales Rule including the national and state do-not-call registries and the rules on automated calls and text messages, and federal and state privacy and data protection law.

You will disclose clearly and conspicuously, wherever you promote RapidCents, that you receive compensation for it. The disclosure must be where a reader will see it before they act, not behind a link or at the foot of a page.

You will not:

• (a) Send unsolicited commercial email, text messages or calls, or market to a person who has not given the consent the law requires or who has opted out.
• (b) Bid on, purchase or use RapidCents trademarks, brand terms, or close variants of them, in paid search, in a domain name, in an app name, or in a social media handle, without RapidCents’ prior written consent.
• (c) Represent yourself as RapidCents, as an employee or agent of RapidCents, or as authorized to speak for it, or operate a site, page or account that a reasonable person would take for an official RapidCents property.
• (d) Make a claim about RapidCents, its products, its pricing, its security or a competitor that RapidCents has not published or approved, or that is false, misleading, disparaging or unsubstantiated.
• (e) Promote RapidCents on, or alongside, content that is illegal, deceptive, hateful, sexually explicit, infringing, or within a category the Acceptable Use Policy prohibits.
• (f) Use an incentive, rebate, cashback, giveaway or payment to a merchant to induce an application, unless RapidCents has approved it in writing.
• (g) Submit an application, or cause one to be submitted, other than by a merchant genuinely seeking the Services, or create, pad or inflate a referral.
• (h) Offer, give, solicit or accept a bribe, a kickback or an improper payment in connection with this agreement, or act contrary to anti-corruption, sanctions or anti-money-laundering law.

You will keep records sufficient to show compliance with this clause, including consent records for any electronic message you send, for two (2) years, and will produce them to RapidCents on request.

RapidCents may require you to remove or change any material, may suspend your participation immediately where it reasonably suspects a breach, and may terminate this agreement under clause 9. Compensation attributable to a merchant introduced in breach of this clause is not earned and is reversible under clause 5.

8. Trademarks, confidentiality and data

RapidCents grants you a non-exclusive, non-transferable, revocable licence to use the RapidCents name, logos and approved marketing materials solely to promote the Services under this agreement and in accordance with the Trademark Notice. The licence ends when this agreement ends, and you will stop using the marks and remove them from your materials within ten (10) days.

You will not register, or attempt to register, a trademark, domain name, app name or business name that includes a RapidCents mark or a confusingly similar term.

Each party will keep the other’s confidential information confidential and use it only for this agreement. Merchant lists, pipeline information, pricing, program schedules and commission terms are RapidCents’ confidential information.

Where you give RapidCents personal information about a prospect or a merchant contact, you confirm you have the authority and consent to do so, and you will comply with privacy law in collecting and sharing it. RapidCents handles it under the RapidCents Privacy Policy. Where RapidCents gives you personal information, you will use it only for this agreement, will protect it, and will delete or return it when this agreement ends.

You will not contact, solicit or market to a RapidCents merchant using information you obtained through this agreement, for any purpose other than this agreement, during its term and for twelve (12) months after it ends.

9. Term, suspension and termination

This agreement begins when you are accepted into the Merchant Referral Program and runs until either party ends it. Either party may end it at any time on thirty (30) days’ written notice, without cause and without penalty. There is no fixed term and no minimum term.

RapidCents may suspend or end it immediately, without notice, where you breach clause 4, clause 7 or clause 8, where RapidCents reasonably suspects fraud or a misrepresentation, where a regulator, a card network or the Acquirer requires it, or where your conduct creates a risk to RapidCents, to a merchant or to the Services.

On termination you will stop promoting the Services, stop using the marks, and remove RapidCents references, links and tracking from your materials. Compensation earned before termination and not reversible under clause 5 is paid on the normal cycle; nothing is earned on a merchant introduced after termination.

Clause 4, clause 5 (so far as it provides for reversal and set-off), clause 7 (records), clause 8, this clause and clause 10 survive termination.

10. Liability, indemnity, law and notices

You will indemnify RapidCents, its affiliates and their directors, officers and employees against every claim, loss, fine, penalty and cost, including reasonable legal fees, arising from your breach of this agreement, from a representation you made that clause 4 did not permit, from your marketing, or from your handling of personal information.

To the fullest extent the law permits, RapidCents is not liable to you for loss of profit, loss of expected compensation, loss of business or any indirect, incidental, special, consequential or punitive loss. RapidCents’ total liability under this agreement does not exceed the compensation paid to you under it in the twelve (12) months before the event giving rise to the claim.

RapidCents makes no commitment that the program will continue, that any merchant will be approved, that any level of compensation will be reached, or that the Services will remain available in any form. Participation is not exclusive, and RapidCents may run other programs, work with other partners, and market directly to anyone, including a merchant you introduced.

This agreement is governed by the laws of the State of Delaware and the federal laws of the United States, and the state and federal courts located in Delaware have jurisdiction, except where RapidCents elects to resolve a dispute by arbitration administered by the American Arbitration Association on the basis set out in clause E.7 of the United States version of the RapidCents Services Agreement. Each party waives any right to a trial by jury.

RapidCents may change this agreement on thirty (30) days’ notice to the contact details you have given. Continuing to participate after a change takes effect is acceptance of it. Notices to RapidCents go to [email protected] and to RapidCents Inc., 43300 Southern Walk Plaza, #166, Ashburn, Virginia 20148, United States.

Governing law

The laws of the State of Delaware and the federal laws of the United States.