Terms and Conditions: Refer a Business Program
Revised as of August 23, 2021 (the “Effective Date”)
The following are the Terms and Conditions (“Agreement”) for the participation of the referring company (the “Referring Company” or “you”) in the lead referral program (the “Lead Referral Program”) offered by GBT Travel Services UK Limited d/b/a American Express Global Business Travel. (“GBT”, “we”, “our”, or “us”, and together with the Referring Company the “Parties”).
1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in this Section 1. Other defined terms appear in the body of this Agreement.
a. “Lead” means a company that may be interested in applying for a Travel Management Services Account.
b. “New Client Commencement Date” means with respect to the New Client, as defined in Section 5 (Incentive Payment), the date on which the New Client is first tracked by GBT for spending on the new Travel Management Services Account.
c. “Referral Site” means https://explorer.amexglobalbusinesstravel.com/Lead-Submission-Form.html, or other GBT sites maintained for the Lead Referral Program.
d. “Travel Management Services” means a corporate travel management product or service offered by GBT.
e. “Travel Management Services Account” means a Travel Management Services program account established with a Travel Management Services product or service.
2. Referring Company
a. Only authorized representatives of eligible companies can enroll their company in the Lead Referral Program as a Referring Company.
b. Only a company in the United States with a federal tax ID number is eligible to be a Referring Company under the Lead Referral Program. Government entities are not eligible.
c. The Referring Company represents that it is a business entity organized under the laws of a jurisdiction within the United States or its territories and its principal place of business is located within the United States or its territories.
d. You represent that any employees, agents, or individuals who act pursuant to this Agreement (each an “Individual Referrer”) are duly authorized to access or use the Referral Site and to legally bind you to this Agreement and all transactions conducted in your name.
a. You hereby agree to refer Leads by submitting them in the Referral Site for our solicitation of the Lead for application for a new Travel Management Services Account.
b. You agree to assist us in solicitation of a Lead by, including but not limited to, submitting the Lead Submission Form found at the Referral Site carefully and accurately and at our request promptly providing additional information known to you about the Lead.
c. We will in our sole discretion decide whether to solicit a Lead, and we will in our sole discretion approve or reject applications from a Lead in accordance with our procedures.
4. Qualified Lead
a. A “Qualified Lead” must not currently be an American Express Travel Management Services customer and must not have been submitted as a referral within the last year through any internal or external GBT lead referral program.
b. Notwithstanding the above, GBT has sole discretion regarding acceptance of all Leads, including Qualified Leads.
5. Incentive Payment
a. A one-time incentive payment (“Incentive Payment”) will be issued only for a Qualified Lead referred through the Referral Site which (i) becomes a Travel Management Services customer in the United States (a “New Client”) and (ii) spends on the Travel Management Services Account within one year after the New Client Commencement Date.
b. The Incentive Payment will be paid to the Referring Company to an account identified by the Referring Company. Separate additional terms may apply depending on the payment method.
c. The amount of the Incentive Payment for referred New Clients shall range from $250 to $75,000 depending on GBT’s projections of the total travel volume of the New Client, to be determined by GBT in its sole discretion.
d. An Incentive Payment will be made within approximately 60 days after spending occurs on the New Client’s Travel Management Services Account.
e. Incentive Payments are only paid to the Company and not to Individual Referrers, except that GBT may, in its sole discretion, offer gift cards to Individual Referrers in amounts not to exceed $25 per referral, subject to applicable rules and restrictions.
f. A single Incentive Payment shall be paid for each Travel Management Services Account, regardless of the number of users under the Travel Management Services Account.
g. No additional Incentive Payment shall be due for any additional Travel Management Services Accounts that are established for a New Client after the New Client Commencement Date.
h. Other than the applicable Incentive Payments set forth herein, no other payments or fees shall be paid or owed by GBT under this Agreement.
i. If GBT determines at any time that you or your representative, employee, member or an Individual Referrer provided false information regarding your or their eligibility for or authorization to enter into the Lead Referral Program, or regarding a Qualified Lead, then GBT reserves the right to deem you to be ineligible for the Lead Referral Program and shall have no obligation to pay any Incentive Payment.
j. If GBT learns, after having paid an Incentive Payment hereunder, that you or your representatives, employees, members or Individual Referrers have provided false information to GBT, then you shall promptly repay such Incentive Payment to GBT at GBT’s request.
k. During the term of this Agreement, GBT shall have an ongoing right to request, and you shall have the obligation to promptly provide upon such request, verification that the Referring Company’s inclusion in the Lead Referral Program is valid.
6. Confidential Information.
a. Confidential Information. In connection with the Lead Referral Program, it is possible that GBT or its respective employees, agents or subcontractors, may disclose to you certain non-public, commercially proprietary or sensitive information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities of GBT or its subsidiaries or affiliates, or their respective employees, customers or third party suppliers or contractors, including technical, marketing, financial, employee, planning, and other confidential or proprietary material or information of GBT (“Confidential Information”).
b. Duty of Care. You will hold such Confidential Information in trust and confidence for GBT and, except as set forth in this Agreement or as otherwise may be authorized by GBT in writing, you will not disclose such information to any person, firm or enterprise. You will not use any Confidential Information for any purpose not expressly permitted by this Agreement, and will treat all Confidential Information with the same degree of care that you treat your own confidential or proprietary information, but in no event less than reasonable care. You may disclose Confidential Information only to your employees and contractors who are bound to you by confidentiality obligations substantially equivalent to those set forth in this section, and only as required in order for you to perform under this Agreement. Except as expressly stated herein, you shall not resell, assign, or permit any third-party access to Confidential Information, any other GBT data, or GBT systems.
c. Exclusions. Information shall not be considered “Confidential Information” to the extent, but only to the extent, that such information: (i) was already known to you free of any restriction at the time it was obtained from GBT; (ii) is subsequently learned from an independent third party free of any restrictions and without breach of this Agreement or any other agreements; (iii) is or becomes publicly available through no wrongful act by you; (iv) is independently developed by you without reference to any Confidential Information.
d. Required Disclosure. You may disclose Confidential Information if required to do so under applicable law, rule or order, provided that GBT, where reasonably practicable and to the extent legally permissible, provides the you with prior written notice of the required disclosure so that GBT may seek a protective order or other appropriate remedy, and provided further that the GBT discloses no more Confidential Information than is reasonably necessary in order to respond to the required disclosure.
e. Breach or Threatened Breach. In the event of a breach or threatened or attempted breach of the obligations with respect to Confidential Information, GBT may have no adequate remedy in damages and, accordingly, may immediately seek injunctive relief against such breach or threatened or attempted breach.
f. Return of Confidential Information. At the request and option of GBT, or in the event of termination or expiration of this Agreement (or any part thereof), you agree to promptly (a) return to GBT the Confidential Information and all documentation, information, specifications, and data related to the Agreement, even if not Confidential Information; or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by GBT, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
7. Representations and Warranties. You warrant, represent and covenant that you are a legal business entity and have the legal authority to enter into binding contracts with third parties, and that any Individual Referrers are current employees or representatives of you or of your members and whom you have authorized to participate in the Lead Referral Program on your behalf during the term of this Agreement. You also represent and warrant that you do and will cause your Individual Referrers to comply with all applicable laws, rules and regulations with respect to participation in the Lead Referral Program, including, but not limited to, laws related to the use, disclosure and/or export of technical or personal data and dealings with users providing such data. You will, and cause your Individual Referrers to, only use the Lead Referral Program and the Referral Site with content and data for which you and your Individual Referrers, as applicable, have all necessary rights. You represent and warrant that you have the right to provide GBT and its affiliates and their third party contractors with any personally identifiable information included with each referral of a Client, and you have provided notice of your enrollment in the Lead Referral Program to your employees and other individuals authorized by you to participate in the Lead Referral Program and to your members. You acknowledge and agree that all Incentive Payments paid by GBT under the Lead Referral Program are made solely to you and are your sole property. You acknowledge and agree to assume full responsibility for any and all federal, state and local income taxes, sales taxes, applicable payroll taxes, tax information reporting, and tax withholding obligations that may arise as a result of your receipt or use of Incentive Fees. You represent and warrant that:
a. you have full power and authority to enter into and perform this Agreement;
b. you are at least 18 years of age and of full legal age in your state of residence;
c. your agreement to the terms and conditions of this Agreement and performance of this Agreement does not violate, conflict with, or result in a breach of, or default under, any other contract or agreement to which you are a party, or by which you are bound;
d. an authorized representative of the Referring Company has entered into this Agreement and has authority to bind the Referring Company to this Agreement; and,
e. all information provided by you and individuals on your behalf is true, complete and accurate.
8. Indemnification. You agree to defend, indemnify and hold harmless GBT, its parent, its direct and indirect subsidiaries and affiliates and their agents, employees, representatives, licensors and third-party suppliers (each, an “GBT Party”) from any third party (including Individual Referrers for purposes of this Section) claims, liabilities, losses or damages (including, without limitation, reasonable attorney’s fees) asserted against a GBT Party and based upon or arising out of your or any Individual Referrers’ participation in the Lead Referral Program and any use of the Referral Site, or any failure to perform, or negligent or wrongful performance of, any of your or any Individual Referrers’ obligations or duties under this Agreement or your or any user’s breach of a representation or warranty in this Agreement.
9. Limitation of Liability. IN NO EVENT WILL GBT’S LIABILITY FOR ANY CLAIMS, DAMAGES, LAWSUITS, LOSSES OR CAUSES OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) EXCEED THE GREATER OF: (I) THE COMBINED TOTAL OF AMOUNTS OF INCENTIVE PAYMENTS PAID BY US TO YOU PURSUANT TO THE TERMS OF THIS AGREEMENT, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; OR (II) SEVENTY FIVE THOUSAND DOLLARS ($75,000), REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW, NONE OF GBT, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, THIRD-PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOSS OF PROFITS, OR LOSS OF BUSINESS), ARISING FROM THIS AGREEMENT OR RELATING TO THE OBLIGATIONS HEREUNDER, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. YOU AND GBT AGREE THAT LOST PROFITS DO NOT CONSTITUTE DIRECT DAMAGES.
10. Term / Termination. This Agreement shall commence on the date you begin to participate in the Lead Referral Program. GBT may terminate this Agreement at any time upon written notice to you. You may terminate this Agreement at any time upon sixty (60) days’ prior written notice to GBT. Either party may terminate this Agreement immediately without further notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.
11. Survival. Any provision of this Agreement, which contemplates performance or observance after termination or expiration of this Agreement (including, without limitation, confidentiality, limitation of liability and indemnification provisions) will survive termination or expiration of this Agreement and continue in full force and effect.
12. Entire Agreement / Amendments. This Agreement is the entire agreement between the Parties and supersedes any previous oral or written agreement relating to the subject matter hereof. GBT reserves the right to change this Agreement at any time and for any reason, including, without limitation, systemic changes or changes which may affect its Travel Management Services Account client base. GBT shall provide you with notice of any material changes to this Agreement at least thirty (30) days prior to the Effective Date of such changes. Any modifications to this Agreement will only affect your and our respective rights and obligations from the Effective Date in this Agreement and thereafter. You shall be bound by such changes if (i) GBT is not notified in writing within fifteen (15) days of the Effective Date of your intent to terminate this Agreement or (ii) if you continue to participate in the Lead Referral Program. Any changes to this Agreement will be retroactive and cover any new Leads referred by you or in your name prior to the effective date of the changes. Notwithstanding the above, in the event GBT adds new products or services to the Lead Referral Program, Incentive Fees shall only be payable for any such new products after the date that GBT has added such products to the Lead Referral Program.
13. Governing Law. You agree that this Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York (without giving effect to the conflict of laws principles other than Section 5-1401 of the New York General Obligations Law).
14. Arbitration. The Parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any claims under any statute or regulation (“Disputes”), shall be submitted to mediation and if the matter is not resolved through mediation within forty-five (45) days from such submission, it shall be submitted for binding arbitration upon the demand of either party. Any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association or JAMS, upon the election of the party asserting the Dispute. In the event of any inconsistency between this Section and any rule of the arbitration organization, this Section will control. Except as otherwise provided for herein, neither party will have the right to litigate Disputes. DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OR OTHER ENTITIES SIMILARLY SITUATED. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the Parties of this Agreement alone and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by either party against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all Parties. No arbitration award or decision shall be given preclusive effect as to issues or claims in any Dispute with anyone who is not a party to the arbitration. The Parties agree that the arbitrator’s decision shall be final and binding. Should any portion of this Section regarding the arbitrator’s authority to resolve Disputes between the Parties of this Agreement be stricken from this Agreement or deemed otherwise unenforceable, then this entire Section shall be stricken from this Agreement. The provisions of this Section may be enforced in a court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in obtaining the enforcement of this provision to be paid to the party against whom enforcement is ordered. Either party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in this Agreement. The mediation/arbitration proceedings and all documentation and/or information related to such processes shall be deemed confidential. This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended.
15. Time Limit on Actions. Any claim or cause of action by you arising out of or related to this Agreement must be filed by you within one (1) year after such claim or cause of action arose or forever be barred.
16. Notices. Except as may otherwise be stated in this Agreement, notice to us must be sent by postal mail to: General Counsel’s Office, American Express Global Business Travel, 666 Third Avenue, New York NY 10017.
You agree that we may provide any notice, disclosure or other communication related to this Agreement to you by any lawfully permitted electronic means, including (i) by posting it on the Referral Site, (ii) emailing it to an email address that you have provided us, (iii) making it available to you on the Referral Site or other GBT website through a link provided on an email or communication or (iv) mailing it to any postal address that you have provided us by U.S. mail or courier. Communications sent to you electronically will be effective the earlier of when (i) we send it to you, or (ii) send or otherwise provide you with notice that the communication has been posted on the Referral Site or other GBT website. Without limiting any other Section of this Agreement, we reserve the right to terminate your use of the Referral Site and participation in the Lead Referral Program if you withdraw your consent to receive electronic communications.
17. Force Majeure. GBT will not be liable for any delay, failure in performance, loss or damage due to fire, explosions, power blackouts, earthquakes, floods, the elements, strikes, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, terrorism or other causes similar to the foregoing (“Force Majeure Events”).
18. No Waiver. Failure by GBT to enforce any term or conditions of this Agreement will not be a waiver of the right to later enforce such term or condition, or any other term or condition, of this Agreement.
19. No Partnership. Nothing contained herein shall be deemed or construed to create a partnership or joint venture between the Parties. The Referring Company is acting as an independent contractor and not as an agent of GBT.
20. Assignment. This Agreement may not be assigned by you, in whole or in part, whether voluntarily or by operation of law (including by way of sale of assets, merger, consolidation, or otherwise), without our prior written consent. Any purported assignment by operation of law is voidable in our sole discretion. Except as otherwise specified in this Agreement, this Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
21. Invalidity. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. If any provision of this Agreement conflicts with any applicable law or regulation, such provision shall be deemed to be modified or deleted so as to be consistent with such law or regulation in a manner closest to the intent of the original provision of this Agreement.
22. Third-Party Beneficiary. Except for GBT affiliates, no third party will be a beneficiary of this Agreement.