SocialDesk Broker Partnership Program

 

Last updated: 6 February 2019

 

Broker Agreement - Our Standard Terms and Conditions

 

OVERVIEW

  1. You have entered into a Broker Agreement with SocialDesk. The Broker Agreement supersedes any previous agreement you may have with us for the same services and contains all the terms we have agreed.

  2. These are the Terms and Conditions (the “Terms”) referred to in the Broker Agreement and describe your rights and obligations in connection with your Broker Agreement with SocialDesk.

  3. Please make sure to read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “The Legal Stuff and Arbitration” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact legal@socialdesk.ph. By signing the Broker Agreement and providing us with your broker services, you are agreeing to abide by and be bound by these Terms.

 

QUALIFIED INTRODUCTION

  1. Subject to these Terms, for any entity (the “Introduced Entity”) to be considered a qualified introduction, such Introduced Entity (or the primary member of such Introduced Entity) must:

    1. sign a SocialDesk Campus Agreement with a right of access to dedicated space (i.e. coworking desks, dedicated desks, and dedicated office space) in a SocialDesk building no later than two (2) months from the date of Submission (as defined below);

    2. not be a current or previous member of SocialDesk;

    3. for each city specified by you in your Submission, not have previously contacted SocialDesk for a membership or attended a SocialDesk event or otherwise been submitted in such city by another party prior to your Submission in the 60 days prior to your Submission;

    4. not be (A) a subsidiary or an affiliate of the entity providing the introduction or

(B) an entity with the same parent entity as the entity providing the introduction; and

  1. in the event an Introduced Entity is introduced more than once in a given city, we will honor the Submission we receive earliest for such city, unless an exclusive agreement exists between the Introduced Entity and one of the entities providing the introduction.

 

PROCESS

  1. Submission (“Submission”)

To be eligible to receive the fees (“Fee”) described in these Terms, you must accept these terms and conditions. Introductions may be submitted by:

  1. registering a profile at socialdesk.ph/brokers, and entering all required information under the “Introduce” tab on the website; or

  2. contacting a SocialDesk Sales/Referral Partnerships Team member and providing:

  • Your first and last name or the first and last name of the primary contact for the entity with which you are affiliated;

  • Introduced Entity’s name;

  • Introduced Entity’s valid phone number;

  • Introduced Entity’s valid email address; and

  • Introduced Entity’s SocialDesk city or cities of interest.

 

You must complete a separate Submission for each Introduced Entity. You may only complete a single Submission per potential member company that you would like to introduce. Incomplete Submissions will result in ineligibility from collecting Fees until a complete Submission is received.

 

The Introduced Entity must have granted written consent to you to fill out the Submission or initiate a written or verbal exchange about this matter and you must hold a good faith belief that the Introduced Entity desires to become a member of the SocialDesk community. You will be required to provide a written letter of consent or authorization from the Introduced Entity confirming that they have authorized you to act on their behalf before we pay you any Fees.

 

You may introduce each entity in multiple locations (if applicable) and you will only receive Fees if the referred entity takes space at a location you have specified on the Submission (with such exceptions as may be granted by SocialDesk on a case by case basis and at its sole discretion). Note that eligibility for Fees is city-specific, i.e., if an entity has already been introduced in a city that you have specified, you may nonetheless be eligible for Fees in the other cities you specified so long as your Submission has met all other applicable requirements for a qualified introduction.

 

 

Contact with Introduced Entity

Following a complete Submission, we will contact the Introduced Entity confirming our receipt of the Submission unless otherwise instructed to contact you first. By agreeing to these terms and conditions, you hereby represent that you have obtained consent from the Introduced Entity to send the Introduced Entity’s contact information to SocialDesk for the purpose of participating in the broker program (“Broker Program”) with SocialDesk described in these Terms. The Introduced Entity will have the opportunity to inform us that (i) it is not looking for a SocialDesk space and/or (ii) it has not given authorization to you in connection with the introduction. If the Introduced Entity informs us that it has not given authorization to you, you will not be eligible for the Fee even if such Introduced Entity becomes a qualified introduction. If the Introduced Entity does not so inform us, you may continue to receive email communications. You will have the opportunity to edit your contact information and bank account information at any time as well as check the status of pending, completed and expired introductions.

 

Referral submissions that do not adhere to the procedures outlined above will not be recognized as valid by SocialDesk or the Referral Partnerships Team and will not be processed for payment.

 

Vendor Vetting

Upon completion of your first qualified Referral Submission, you will be required to complete SocialDesk’s standard Vendor Registration Form. This form can be found under the “Get Paid” tab on the Referral Website.

 

For individuals and companies within the Philippines, you will need to provide SocialDesk with information about yourself, photocopy of a valid broker license, your business affiliation, your TIN, and your desired banking payment information.

 

If located outside of the Philippines and registering as an Individual, you will need to provide SocialDesk with information about yourself, your business affiliation (if applicable), a photocopy of a valid broker license, and your desired banking payment information. If located outside of the Philippines and registering as a Company, you will need to provide SocialDesk with information about your company’s bank information, registered Tax ID (if applicable), legal name, and legal address and any other information required by SocialDesk from time to time.

 

VAT/GST requirements depend on the location of the referring entity, the location of the referred entity, and the SocialDesk legal entity that is making payment. VAT/GST determinations will be made at the time of referral and will be communicated to you prior to payment.

 

No referral fees will be eligible for payment until SocialDesk’s standard Vendor Registration Form has been completed and returned to SocialDesk. The Vendor Registration Form must only be completed once.

 

If you have not completed all of the aforementioned vetting requirements by the time you are due to be paid referral fees, SocialDesk may withhold fees from you, and is not responsible for the payment, or any associated delays to the payment, of any referral fees until vendor registration is complete to the satisfaction of SocialDesk at its absolute discretion.

 

 

Self-Billing Agreement

To the extent you are making a referral in the capacity of a business through selecting the “company” option upon sign up you agree to our Self-Billing procedures.

 

SocialDesk will issue on a monthly basis a self-billed invoice for the referral services provided by you to SocialDesk. The self-billing invoices SocialDesk will issue will use the business name, TIN, address and VAT registration number provided upon sign up to issue VAT/GST compliant self- billing. You agree to notify SocialDesk if any of the business information provided upon sign up changes.

 

Official Receipts

You agree to issue to SocialDesk an official receipt as required by any relevant tax authority in respect of any Fees paid by SocialDesk to you pursuant to a valid invoice issued by you to SocialDesk, including any self-billing invoices as mentioned above.

 

 

FEE(S)

Subject to these terms and conditions, SocialDesk will pay you for qualified introductions a Fee equal to a percentage of the Campus Membership Fee agreed to in the initial SocialDesk Campus Agreement and paid in full by the Introduced Entity and received in full by SocialDesk, in accordance with the Fee structure in the table below.

 

Agreement Type & Length

Fee

Payment Terms

SocialDesk Campus Agreement Committed Term Shorter than 12 months

  • Month-to-month agreements

  • 10% of monthly Campus Membership Fee up to and including month 12

  • Fee on first month upfront; monthly thereafter through to month 12, if applicable.

  • Initial commitment term shorter than 12 months

  • 10% of monthly Campus Membership Fee up to month 12

  • Up to 3 committed months paid upfront; monthly thereafter until the end of the term or through to month 12, if applicable.

  • Continuation or renewal term after initial 12 months

  • No fee payable

  • Not applicable

Example Scenarios:

  1. Company A signs a Campus Agreement on a month to month basis with no minimum commitment and stays for 5 months. Your Fee will be equivalent to 10% of the net Campus Membership Fee paid by Company A over the 5 month period.

  2. Company B signs a Campus Agreement for an 8 month period and then continues on a month to month basis for another 6 months. Your fee will be equivalent to 10% of the net Campus Membership Fee paid by Company B over the first 12 months, with 10% of the first 3 months net Campus Membership Fee paid upfront and the 10% Fee on the remaining 9 months paid on a monthly basis starting at the start of the fourth month. No Fee is payable for any extended period beyond the end of the twelfth month.

SocialDesk Campus Agreement Committed Term Minimum 12 months

  • Initial commitment term – 12 months or greater

  • 10% of monthly Campus Membership Fee for the full commitment term

  • Fee to be paid as follows:

    • Fee associated with first 12 months to be paid within 1 month after the Start Date of the relevant Campus Agreement.

    • Fee associated with any remaining initial commitment period post-month 12 to be paid within 13 months after the Start Date of the relevant Campus Agreement, provided that such Campus Agreement has not been early terminated.

  • Renewal after initial commitment term for a further commitment term of 12 months or greater

  • 5% of monthly Campus Membership Fee for the renewed commitment term up to month 36

  • Fee associated with the renewal term to be paid upon completion of 1 month of the renewal term.

  • Continuation after initial commitment term or renewal term with commitment period 12 months or less or rolling month to month basis

  • No fee payable

  • Not applicable

Example Scenarios:

  1. Company C signs a Campus Agreement for a 12 month commitment and then renews on a month to month basis for a further 18 months. Your Fee will be equivalent to 10% of the net Campus Membership Fee paid by Company C for the first 12 month period, with your Fee paid within 1 month of the Start Date of Company C’s Campus Agreement. No Fee will be payable after the end of month 12 if Company C only renews on a rolling month to month basis after month 12.

  2. Company D signs a Campus Agreement for an initial 24 month period and then renews for a further 12 month period. Company D then converts to a month to month arrangement for a further 5 months before terminating (ie. total agreement length 41 months). Your Fee will be equivalent to 10% of the net Campus Membership Fee paid by Company D for the first 24 month period, with 10% of the first 12 months net Campus Membership Fee paid within 1 month of the Start Date of the relevant Campus Agreement and the 10% Fee on the remaining 12 months paid within 13 months of the Start Date of the relevant Campus Agreement, provided that such Campus Agreement has not been early terminated. For the next committed 12 month period (ie. the third year of the Campus Membership Agreement), your Fee will be 5% of the Campus Membership Fee for the entire 12 month period, paid upon completion of 1 month of the renewal term. No Fee will be paid for the remaining 5 months of Company D’s Campus Agreement (ie. for months 37 to 41).

 

Note: Further examples may be provided upon request.

 

Because SocialDesk Campus Agreements may have a term as short as one month, SocialDesk can provide no assurances regarding how long the term of any particular SocialDesk Campus Agreement may be. If the SocialDesk Campus Agreement is terminated early, you will only receive a Fee for the duration of the Introduced Entity’s SocialDesk Campus Agreement term. In the event that the termination of a SocialDesk Campus Agreement results in an overpayment of Fees by SocialDesk, the amount equal to the original prepaid Fees less the adjusted Fees due to the shortened term of the SocialDesk Campus Agreement must be promptly returned to SocialDesk. Under no circumstances will Fees be paid after termination of the Introduced Entity’s SocialDesk Campus Agreement.

 

  1. Renewal

A “Renewal Agreement” is a client-SocialDesk Campus Agreement that has been re-signed by a current SocialDesk member for a new commitment term pertaining to the same space as such member’s initial campus agreement. Renewals do not apply to members with month to month agreements.

 

For each successful client-member Renewal, SocialDesk will pay you a Fee equal to a percentage of the Campus Membership Fee agreed to in the renewal SocialDesk Campus Agreement and paid in full by the Introduced Entity and received in full by SocialDesk, in accordance with the Fee structure in the table above.

 

  1. Expansion & Reduction

If the Introduced Entity takes additional dedicated desks or office space at either the same SocialDesk location or a new SocialDesk location (for up to a maximum of two (2) locations) (“Expansion”) during the term of its SocialDesk Campus Agreement, Fees on such Expansion shall be calculated by determining the amount of time left on such entity’s SocialDesk Campus Agreement and then following the schedule in the table above. Decreases in the Campus Membership Fee due to reducing the number of dedicated desks or office space will proportionally decrease the Fee. In the event that such a reduction results in an overpayment of Fees by SocialDesk, at SocialDesk’s option, the amount equal to the original prepaid Fees for the period less the adjusted Fees due to such reduction for the period will be either (i) credited against future prepayments of Fees, if applicable or (ii) promptly returned to SocialDesk.

 

  1. Limitations on Referral Fees Relating to an Introduced Entity

For any Introduced Entity, SocialDesk will pay a referral fee for the SocialDesk Campus Agreements signed at up to a maximum of two (2) SocialDesk locations at which such Introduced Entity takes office space. Such locations must be located in the cities specified by you in your initial Submission, and must otherwise meet the requirements of a qualified introduction (with such exceptions as may be granted by SocialDesk on a case by case basis and in its sole discretion). Subsequent Campus Agreements signed by such Introduced Entity at other locations are not eligible for Fees, except as may be granted on a case-by-case basis by SocialDesk in its sole discretion. For the avoidance of doubt, for Expansions which result in an Introduced Entity having space at three or more SocialDesk locations, Fees will only be paid on space at the initial two locations, and no Fees will be payable on Expansions to the third, or any other additional locations.

 

Fees are paid for Campus Membership Fees excluding any taxes only and do not include not any other fees paid by the member to SocialDesk which may include fees for other additional services provided by SocialDesk. Fees will also be adjusted to reflect the total Campus Membership Fee less any discounts agreed to with the Introduced Entity.

 

  1. Payment

If you do not supply us with a valid bank account, you will not be entitled to the Fees.

 

By agreeing to these Terms you accept that SocialDesk will pay Fees owed in reference to the Introduced Entity's Campus Membership Fee, net of any discounts, automatically to the banking information provided by you. You will receive an email confirmation, including a “Self-Billing Invoice” from SocialDesk detailing the Fees, and you agree that such email shall serve as a valid invoice and record of transaction. If you do not   receive such an email, please contact referrals@socialdesk.ph. All disputes regarding fees must be communicated in writing to referrals@socialdesk.ph or in response to such email received from SocialDesk within 24 hours. Failure to respond to the SocialDesk confirmation email within such time period shall act as a waiver of any dispute regarding Fees described in such email.

 

The payment of any lump sum Fees (except in the case of an Expansion), will be made within thirty (30) days of the Start Date of the Introduced Entity’s SocialDesk Campus Agreement; provided that if ANY entity introduced by you:

 

  1. fails to pay in full the service retainer due under such Introduced Entity’s SocialDesk Campus Agreement subsequent to its execution of its SocialDesk Campus Agreement; or

  2. terminates the SocialDesk Campus Agreement prior to the Start Date specified therein,

then Fees for ALL subsequent Introduced Entities shall be paid on the later of:

 

  1. sixty (60) days after the Start Date pursuant to the relevant SocialDesk Campus Agreement; and

  2. the Introduced Entity’s payment and our receipt in full of the second month of the Campus Membership Fee under such Introduced Entity’s SocialDesk Campus Agreement.

In the case of an Expansion, the payment of any lump sum Fees will be made within thirty (30) days of the Start Date for such Expansion. Monthly Fees will be paid no later than one month following each full calendar month of fully paid occupancy by the Introduced Entity’s company.

 

  1. Communication

All communication regarding the amount of referral fees and the schedule of payments shall come from the SocialDesk Broker Team. Any questions or concerns regarding these Terms and the Broker Program should be addressed to the SocialDesk Broker Team at referrals@socialdesk.ph. While you may receive unofficial contact from other SocialDesk departments regarding your referral, please be advised that any such communication shall be considered advisory only, any information provided to you by such other team may not be correct or valid, and no determinations, especially regarding validity of a referral, made by such other team may be considered binding. The SocialDesk Broker Team shall be responsible for the final determinations regarding all referrals made pursuant to the SocialDesk Broker Program.

 

  1. Client Default Rules/ Broker Strikes

Brokers who introduce clients that either (i) fail to pay SocialDesk or its affiliate the agreed upon Service Retainer when due; or (ii) fail to pay SocialDesk or its affiliate the agreed upon monthly Campus Membership Fee (as that term is defined in the relevant SocialDesk Campus Agreement) when due may receive a ‘Strike’ at the discretion of the SocialDesk Broker Team.

 

The SocialDesk Broker Program maintains a “one-strike” policy, wherein if the SocialDesk Broker Team decides a broker has earned a Strike, commissions to that broker relating to the defaulting client will be withheld until the referred client-member clears any and all existing balances with SocialDesk.

 

 

MISCELLANEOUS

Any references in these Terms to “SocialDesk” is a reference to SocialDesk Singapore Pte. Ltd. or its affiliates or related parties as the case may require. The relevant entity that you enter into this agreement with is known in these terms and conditions as “we,” “our” or “us”. All such fees will be paid to you in the same currency paid by the referred member pursuant to the applicable SocialDesk Campus Agreement unless otherwise agreed by us. We are not responsible for any decrease in your referral fee due to bank charges or foreign exchange fees.

 

SocialDesk reserves the right in its sole discretion to make any determination under these Terms, including, without limitation, the determination of your eligibility, a qualified introduction and the amount and payment of Fees. If SocialDesk determines, in its sole discretion, that you have violated these terms, you will not be eligible for the Fees and SocialDesk reserves the right to disqualify you from the Broker Program. Nothing in these Terms grants you or any other party any right, title or license to use any of SocialDesk’s trademark or other intellectual property rights. By submitting introductions, you will not be deemed to be an employee of SocialDesk.

 

You will not act as an agent of SocialDesk nor are you entitled to make any commitments on behalf of SocialDesk. SocialDesk reserves the right to amend these Terms at any time without prior notice.

 

You consent that:

  1. if you are Singapore Based, we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates for the foregoing purposes. Some of these transferees may not be located in your country, and therefore your information may be transferred to countries that may or may not guarantee a level of privacy and data protection that is equivalent to the level of privacy and data protection set by the laws in your country;

  2. if you are Non-Singapore Based, we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates for the foregoing purposes. We may transfer, and you consent to such transfer, of your personal data to members of our group based in Singapore and in other countries.

 

 

SOCIALDESK TRADEMARK AND MATERIALS

You shall not distribute any materials about SocialDesk or its products or services unless and until such materials have been approved in writing by SocialDesk, and once approved, may only be used in the form and manner approved by us in writing.

 

Subject to these Terms, SocialDesk grants you a revocable, non-exclusive, non-transferable, royalty-free license during your participation in the Broker Program to use SocialDesk’s logos or trademarks (the “”) solely (a) for the purpose of promoting, advertising, and marketing SocialDesk’s products and services in accordance with these Terms and (b) in the forms authorized by SocialDesk and in compliance with SocialDesk’s trademark guidelines as provided by SocialDesk as may be updated by SocialDesk from time to time. All uses of SocialDesk’s trademarks and logos shall be subject to SocialDesk’s prior written approval in each instance.

 

You may not use the SocialDesk Marks in any way that disparages or tarnishes SocialDesk or its business. SocialDesk may inspect any materials or content that contain any SocialDesk Marks, and upon the request of SocialDesk, you shall immediately remove all such materials that are unacceptable to SocialDesk (in SocialDesk’s sole discretion) or modify all such materials to become acceptable to SocialDesk. Nothing contained in these Terms shall be construed to vest in you any right, title, or interest in or to the SocialDesk Marks or in the goodwill now or hereafter associated therewith, and all goodwill generated from your use of the SocialDesk Marks shall inure to the sole and exclusive benefit of SocialDesk. Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use is permitted.

 

You will not make any public announcements relating to the Broker Program or the terms hereof without the prior written consent of SocialDesk.

 

DISPUTES

  1. Arbitration

These Terms and any dispute arising out of these Terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of Singapore (but without giving effect to its conflict of laws rules or principles).

 

Either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

 

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

 

The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

 

Nothing in this Agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.

 

  1. Class Action Waiver

Any proceedings to resolve or litigate any dispute subject to arbitration under the foregoing will be conducted solely on an individual basis. Neither you nor we will seek to have any such dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

 

 

Questions?

Reach out to Broker Partnerships at referrals@socialdesk.ph.