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Partner Referral Terms and Conditions

These Partner Referral Terms and Conditions are made between the authorized Value Added Reseller, Dealer and/or Channel Partner (“Referral Partner”) as identified on the Referral Form and MiX Telematics North America Inc, a subsidiary of Powerfleet Inc (“Powerfleet”).
  1. Recital

    1. The Referral Partner wish to promote, market and advertise Powerfleet’s Equipment and Services.

    2. The Parties agree that these terms and conditions, together with the Referral Form (“the Agreement”) will govern the relationship between the Referral Partner and Powerfleet.

    3. The Effective Date of this Agreement shall be the date of acceptance by Powerfleet of the Referral Form.

  1. Appointment and Commencement

    1. Powerfleet appoints the Referral Partner to promote and/or market Powerfleet’s equipment and subscription services (“the Equipment and Services”) and to source and refer prospective new Customers to Powerfleet.

  1. Term and Termination

    1. This Agreement will commence on the Effective Date and endure until terminated by the Parties as provided for herein.

  1. Referral

    1. “Customer” means any third party who, prior to being approached by the Referral Partner does not make use of any Equipment and/or Services of Powerfleet; or has not been approached by Powerfleet directly and already in Powerfleet’s direct sales pipeline.

    2. The Referral Partner may only promote and/or market the Equipment and Services subject to prior written approval from Powerfleet that the Referral Partner is permitted to approach a potential Customer, and which approval may be withheld in the sole discretion of Powerfleet:

      1. will promote the Equipment and Services as specified in the product schedule attached to the Referral Agreement and as amended by Powerfleet at its sole discretion from time to time;

      2. may only promote and / or market the Equipment and Services subject to prior written approval from Powerfleet that the Referral Partner is permitted to approach a potential Customer, and which approval may be withheld in the sole discretion of Powerfleet;

    3. Powerfleet may, at Powerfleet’s sole discretion, refuse to enter into an agreement with a potential Customer, without any liability to the Referral Partner.

    4. This is not an exclusive agreement and Powerfleet will be entitled to appoint other referral partners and agents. Powerfleet may market the Equipment, Services and any other related products and services directly to Customers.

  1. Conditions of Reward

    1. In the event of the successful conclusion of an agreement between Powerfleet and a Customer or a Referral Partner and a Customer, the Referral Partner will be entitled to the reward as specified on Powerfleet’s website at https://lightgoldenrodyellow-meerkat-829465.hostingersite.com/referral/partner-na/. The reward will become due on the date and terms as specified in the Referral Form and subject to receipt of payment of the fees for the supply of Equipment and Services from the Customer by Powerfleet and/or the Referral Partner.

    2. A successful reward is subject to receipt of payment of the subscription fees for the supply of Services from the Customer to Powerfleet. The reward will only apply to subscription fees and not to Equipment sales.

    3. The Referral Partner will be liable for all taxes, duties, tariffs and/or levies arising or connected to any amount received by the Referral Partner in connection with this agreement that may become payable as a requirement of any governmental organizations.

    4. Powerfleet reserves the right, at its sole discretion, to modify the reward structure at any time without prior notice. Additionally, for transactions exceeding a threshold deemed significant by Powerfleet, the reward and associated terms may be adjusted on a case-by-case basis. Any such adjustments will be communicated to the Referral Partner prior to the confirmation of the applicable reward. The Referral Partner acknowledges and agrees that the continued participation in the referral program constitutes acceptance of any such modifications.

    5. In the event that issues arise during the rollout, delivery, or installation of services for a Customer, Powerfleet reserves the right to review and, if deemed necessary in its sole discretion, adjust or withhold the reward. Such issues may include, but are not limited to, delays, cancellations, disputes, or failure to meet service or installation standards. Referral Partner acknowledges that the integrity and successful implementation of Powerfleet’s services are fundamental to the referral program, and agrees to such potential review and adjustment of the reward if warranted by circumstances.

  1. Brand Name

    1. “Brand Name” shall mean Powerfleet trademarks, trading styles, emblems, devices and logos, whether registered or not, and whether now existing or which come into existence in the future, which are owned or controlled by Powerfleet and/or the Powerfleet group and which will be licensed to the Referral Partner as provided below.

    2. Powerfleet grants to the Referral Partner a non-exclusive and non-transferable right to use the Brand Name for the duration of the Agreement, in order to promote, advertise and market the Equipment and Services, provided that the Referral Partner complies with all instructions and directives issued or published by Powerfleet from time to time in connection with the use thereof.

    3. The Referral Partner shall not use the Brand Name in such a manner as to infringe the proprietary rights of Powerfleet therein. The Referral Partner shall not use the Brand Name for any other purpose whatsoever except for the promotion, advertising and marketing of the Equipment and Services and for the exercise of its rights and performance of its obligations in terms of this Agreement.

    4. The Referral Partner shall forthwith cease to use the Brand Name upon termination of this Agreement for whatever reason.

  1. Compliance with Laws

    1. The Parties shall each comply with all applicable laws pertaining to their respective obligations under this Agreement including but not limited to the Anti-Bribery Act, the United States Foreign Corrupt Practices Act and any other similar bribery, fraud, kickback, or other similar anti-corruption law, export control laws and regulations administered any other relevant country. Each Party agrees to comply with its obligations under all applicable laws relating to privacy and protection of Personal Data in respect of Personal Data obtained by or disclosed to them pursuant to this Agreement.

    2. Notwithstanding clause 7.1, the Parties shall at all times remain in compliance with all sanctions and export control laws and regulations administered by the U.S. Office of Foreign Assets Control and/or the Bureau of Industry and Security and shall not cause any of the other parties to be in violation of any such sanctions or export control law or regulation. The Parties shall not engage in any business or dealings with any embargoed countries, blocked or sanctioned persons, or individuals or entities listed as a sanctions target by the USA, the United Kingdom, European Union or any other relevant country’s legislation (including facilitating transactions with third parties that involve embargoed countries, blocked or sanctioned persons or entities).

  1. Confidential Information

    1. The Referral Partner must treat and hold as confidential all information which it may receive from Powerfleet or which becomes known to it during the currency of this Agreement (the “Confidential Information”).

    2. The Confidential Information of Powerfleet will, without limitation, include:

      1. all documents and papers relating to the business or work of Powerfleet and prepared by the Referral Partner or received by the Referral Partner in connection with, or by virtue of, the Referral Partner’s performance of the work, and all copies and summaries of such documents and papers; and

      2. all information relating to Powerfleet’s past, present and future research and development, Powerfleet's business activities, products, services, customers and suppliers, as well as Company’s Know-How, technical knowledge, source code, data and trade secrets; and the terms and conditions of this Agreement.

    3. The Referral Partner agrees that in order to protect the proprietary interests of Powerfleet in the Confidential Information:

      1. the Referral Partner must only make the Confidential Information available to those of the Referral Partner’s Staff who are actively involved in the execution of the Referral Partner’s obligations under this Agreement and then only on a “need to know” basis;

      2. the Referral Partner must initiate security procedures reasonably acceptable to Powerfleet to prevent unauthorised disclosure of the Confidential Information;

      3. the Referral Partner must take all reasonable steps to impress upon those staff who need to be given access to Confidential Information, the secret and confidential nature thereof, and to ensure their compliance with this clause 8;

      4. subject to the right to make the Confidential Information available to its Staff under clause 8.3.1 above, the Referral Partner will not at any time, whether during this Agreement or thereafter, either use any Confidential Information, or directly or indirectly disclose any Confidential Information to third parties;

      5. all instructions, drawings, notes, memoranda, records and other information in whatever format and of whatever nature relating to the Confidential Information which have or will come into the possession of the Referral Partner and its staff, will be and will at all times remain the sole and absolute property of Powerfleet and must promptly be handed over to Powerfleet or be destroyed when no longer required for the purposes of this Agreement.

    4. Upon termination or expiry of this Agreement, the Referral Partner must deliver to Powerfleet or, at Powerfleet’ option, destroy all originals and copies of Confidential Information in its possession, including electronic copies of same.

    5. The aforegoing obligations will not apply to any information which:

      1. is lawfully in the public domain at the time of disclosure;

      2. subsequently and lawfully becomes part of the public domain by publication or otherwise;

      3. subsequently becomes available to the Referral Partner from a source other than Powerfleet, which source is lawfully entitled without any restriction on disclosure to disclose such Confidential Information; or

      4. is disclosed pursuant to a requirement or request by operation of law, regulation or court order.

    6. The Referral Partner must immediately inform Powerfleet if it becomes aware of the possession, use or knowledge of any Confidential Information by any person not authorised to possess, use or have knowledge of the Confidential Information and will at the request of Powerfleet, and at its own cost, provide all such assistance and cooperation as may reasonably be required.

    7. The Referral Partner will be liable for and hereby indemnifies Powerfleet against any loss or damage which Powerfleet may suffer as a result of a breach of this clause by the Referral Partner or the Referral Partner’s Staff.

    8. This clause is severable from the remainder of the Agreement and will remain valid and binding upon the Parties indefinitely.

  1. Data

    1. The Referral Partner acknowledges and agrees that in providing the referral services to Powerfleet, the Referral Partner is likely to processes personal information of Customers and that such data must be processed fairly and lawfully in accordance with applicable Laws.

    2. The Referral Partner must inform the relevant person:-

      1. of the proposed collection and processing of their data, the nature of the data to be collected and the purposes for which the data is to be used including any consequences for the person arising from the contemplated use of the data;

      2. of the name and address (as set out in this agreement) of Powerfleet as the processor of the data;

      3. of the details of any other persons who may have access to the data including resellers and group companies of Powerfleet;

      4. that they have the right, by contacting Powerfleet, to access the data held and to correct any errors in respect of the data; and

      5. obtain the specific and informed consent of the person to the processing of their data and otherwise ensure that without Powerfleet being responsible for obtaining any consent Powerfleet is lawfully entitled to process such data under any applicable laws or regulations.

    3. The Referral Partner agrees promptly and without any charge to Powerfleet to take all such steps as Powerfleet may from time to time require before and after the processing of any data in order to enable Powerfleet to comply with those rights of the person whose data is processed and to enable or facilitate the lawful and fair processing of the data by Powerfleet.

    4. Powerfleet may transfer data to, or process it in, countries outside of the country in which the Referral Partner and / or the Customer is situated, and that have equivalent data protection legislation to that country, or where such legislation is not adequate, then Powerfleet shall ensure that sufficient safeguards are implemented.

    5. The Referral Partner will indemnify and keep indemnified Powerfleet against all claims, damages, losses, fines, penalties, costs (including legal costs) and expenses of whatever nature and however arising in relation to any failure by the Referral Partner to comply with any of the obligations set out in clauses 9.1 to 9.5 (inclusive).

  1. Limitation of Liability and Indemnity

    1. To the extent permitted by the law, neither Party will be liable to the other Party or any third party for any indirect or consequential damages.

    2. The total amount of Powerfleet’ liability to the Referral Partner or any third party for direct damages will not exceed the aggregate of the actual amount paid by Powerfleet to Referral Partner under this Agreement over the 12 (twelve) month period immediately preceding the date on which the cause of action arose.

    3. Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control.

    4. In the event of either Party being so delayed or prevented from performing its obligations, such Party must:

      1. give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;

      2. use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and

      3. resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

    5. In the event that such delay or prevention continues for more than 3 (three) months, the Party whose performance is not delayed or prevented may terminate this Agreement on 30 (thirty) days’ written notice to the other Party, in which case the provisions of clause will apply.

  1. Breach and Termination

    1. Either Party may terminate the Agreement if the other Party:

      1. fails to comply with any of its obligations or commits a breach of this Agreement and fails to remedy the default or breach within 10 (ten) Business Days after having received a written notice to do so;

      2. is placed in provisional or final liquidation or sequestration, or judicial management;

      3. enters into any compromise arrangements with its creditors;

      4. falls under the controlling interest or ownership of a competitor of the other Party (for the purpose of this clause, the Party who makes this allegation will carry the burden to prove it).

    2. Either Party may terminate the Agreement at any time during the term, upon 2 (two) months’ prior written notice to the other Party.

  1. Governing Law

    1. This Agreement will be governed and construed according to the laws of the State of New Jersey, without regard to its rules relating to conflicts of laws. Each Party to this Agreement hereby submits to the exclusive jurisdiction and exclusive venue of the courts of the State of New Jersey for the purposes of all legal proceedings arising out of or relating to this Agreement. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO JURY TRIAL IN ANY SUIT ARISING OUT OF THIS AGREEMENT.

    2. Each Party hereby irrevocably waives any objection it may now or hereafter have as to the exclusive jurisdiction and exclusive venue of any such suit, action or proceeding brought in the United States, or that such court is an inconvenient forum.

  1. General

    1. Each Party will be responsible for its own legal and other costs relating to the negotiation of this Agreement.

    2. The Parties warrant that they have not been induced to enter into this Agreement by any prior representations, warranties or guarantees, whether oral or in writing, except as expressly contained in this Agreement.

    3. No variation, addition to or cancellation of this Agreement and no waiver of any right under this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties. Such variation may be undertaken using a data message(s), but must take a similar form to this document, and may not take the form of correspondence, whether using e-mail, SMS, instant message or the like, though the variation may be attached to such correspondence. Notwithstanding the foregoing Referral Partner acknowledges and agrees that Powerfleet has the right, in Powerfleet’s sole discretion, to modify this Agreement from time to time, and that modified terms become effective upon posting.

    4. This Referral Agreement does not give rise to a relationship of principal and agent, a partnership or a joint venture between the Parties. Neither Party will be entitled to conclude any agreement on behalf of the other, nor to sign any document on behalf of the other, and may not represent to any third party that it is empowered to do so, unless so specifically authorised in writing by the other.

    5. The signatories hereto acting in representative capacities warrant that they are authorized to act in such capacities, and accept personal liability under this Agreement should they prove not to be so authorised.

    6. The failure by any Party to enforce any provision of this Agreement will not affect in any way that Party's right to require performance of the provision at any time in the future, nor will the waiver of any subsequent breach nullify the effectiveness of the provision. No waiver will be effective unless it is expressly stated in writing and signed by the Party giving it.

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