Affiliate Agreement
Updated August 20, 2017
This Agreement (the “Agreement”) is made by and between: NES Mobile A.S. (2012) LTD, POB 90006, Bet Shemesh 99190, Israel (hereinafter referred to as Nes Mobile), and the affiliate reseller partner (hereinafter referred to as AGENT). By entering this non-exclusive Agreement, AGENT and NES Mobile Ltd. agree to market telecommunications services in accordance with the following terms and conditions:
1. YOUR AGREEMENT WITH NES Mobile LTD STARTS WHEN YOU ACCEPT. You represent that you are at least 18 years old and you are legally authorized to enter into this Agreement. You accept your Agreement by doing any of the following: (a) signing this agreement and sending it back to us, or sending us an email accepting this agreement, or telling us orally that you accept; (b) promoting the URL link received from NES Mobile; (c) sending NES Mobile an invoice for commission’s payment; (d) accepting a commissions payment from NES Mobile. IF YOU DON’T WANT TO ACCEPT, DON’T DO ANY OF THESE THINGS.
2. This Agreement is entered into between Nes Mobile Ltd. and the Agent on and sets out the commercial terms agreed between the parties. The Agent is a self-employed independent contractor and the relationship between him/her and Nes Mobile does not constitute an employment.
3. The Agent will promote Nes Mobile’s services directly or indirectly to his inbound clients. The Agent may choose to forward this information to Nes Mobile in order for them to contact the clients.
4. The Commission shall be calculated as 10% of the commission base (“Commission“), however some products such as the Israel SIM Student plan may be at lower commissions. Nes Mobile will provide the Agent with a unique URL Link that the agent must use in order for Nes Mobile to track the Agent’s clients. The link will have a referral cookie that will expire after 30 days.
5. The Agent’s Commissions’ report will be calculated by Nes Mobile on a quarterly basis. The commissions’ report will be available on the affiliate dashboard and payment will be sent within 45 days after the end of each fiscal quarter. The Commissions’ report will be calculated based on Air Time and Data component of the Sales payments collected by Nes Mobile during the quarter from customers referred by the Agent’s URL link. Commissions are not payable on hardware or shipping charges.
6. It is agreed and understood that the commission is the sole compensation for generating sales for Nes Mobile and the Agent shall not be entitled to receive any further payment or compensation thereof.
7. The commission paid will be subject to any withholding taxes or other deductions that Nes Mobile is required to make by law.
8. Upon receiving the commission’s report the Agent will furnish Nes Mobile with a formal tax invoice (חשבונית מס) written in the name of “Nes Mobile Ltd.” Nes Mobile would arrange payment within thirty (30) days from receipt of invoice. Should the total commissions amount be less than fifty USD ($50), the payment will be deferred until the cumulative commissions total reaches fifty USD ($50).
9. Should there be any dispute as to which agent introduced a customer or whether the customer was already known to Nes Mobile, the matter will be referred to the management of Nes Mobile for its determination and its decision thereon (“Ruling“) shall be binding.
10. Should the payment be subjected to VAT, it is agreed that the commission as calculated hereinabove should include the VAT and the Agent bear will deduction of the VAT from the total amount paid.
11. This is the sole agreement between Nes Mobile and the Agent and replaces all previous agreements, whether oral or written. This Agreement may only be modified by a written amendment, signed by both parties to this Agreement.
12. This Agreement commences on the Effective Date set forth above and remains in effect for six (6) months (the Initial Term). This Agreement will automatically renew for successive month to month terms unless a party provides the other party with a written notice of termination of at least thirty (30) days prior notice. In the event of contract termination by Nes Mobile, Nes Mobile shall continue to pay commissions for an additional six months. This contract will automatically expire without further written notice if AGENT’s referrals result in commissions of less than fifteen USD ($15) per month on avarage during the prior twelve months.
13. Should any provision herein be unenforceable, this will not affect the other provisions of this Agreement and such provision will be replaced with a provision that reflect the commercial understanding between the parties. The parties in any event will seek to act in “good faith” with each other in the implementation of this Agreement.
14. The terms and conditions of this Agreement, including all attachments hereto, and all materials provided by Nes Mobile to AGENT including but not limited to, customer lists, price sheets, price quotes, marketing and business plans and projections, pursuant to this Agreement are disclosed in confidence, solely for use in connection with carrying out the terms and conditions of this Agreement. Both parties shall keep such information secret and confidential and shall not release or disclose any of it to any third party during the term of this Agreement or for a period of three (3) years following its termination except in carrying out its obligations hereunder. Both Parties shall take appropriate precautions, contractual and otherwise, to prevent the unauthorized disclosure or misuse of this confidential information by any of its employees or by any other person having access to such information. At the expiration or sooner termination of this Agreement, both parties shall return to the originator all confidential or proprietary information received hereunder.
15. Any disputes between the parties shall be adjudicated by the Rabbinical Courts of Eretz Chemda Gazit Bet Shemesh, Israel under Halachic (Jewish) Law.
16. I certify that I have read, understood and agree to the terms of this warranty that have been detailed above.