American Express Partners Plus - Lead Referral Agreement

  1. The Program. The following are the terms and conditions (“Agreement”) for the participation of the Small Business Card and Commercial Card-approved referral partner (“you”, “your”) in the American Express Partners Plus Program (“Partners Plus”) offered by Amex Bank of Canada (“Amex Bank” or “us”). You agree that any individual who acts pursuant to this Agreement is acting on your behalf. This Agreement will govern your promotion of the services and sale of the Small Business and Commercial cards and any other products Amex Bank may choose to include in Partners Plus from time to time (“Eligible Cards”) to companies or businesses with whom you currently have a relationship and which you refer to Amex Bank in accordance with Partners Plus (each a “Client”). This Agreement sets forth, among other things, the conditions under which Amex Bank will make incentive payments to you for referring certain Clients.
  2. Client Referrals. You hereby agree to refer Clients to Amex Bank by entering them in the lead referral form located at www.americanexpress.ca/partnerspluscanada (the “Portal”) for purposes of Amex Bank's solicitation of such Clients for applications for new Eligible Cards. Amex will provide you with a unique Client code (the “Code”). Clients must use your Code when applying for Eligible Cards or you will not be eligible for any incentive contemplated in this Agreement. Amex Bank will in its sole discretion decide whether to solicit such Clients, and will in its sole discretion approve or reject such applications in accordance with its procedures. During the term of this Agreement, if Amex Bank issues an Eligible Card with a Qualified Client (defined below) within one (1) year from the date the Client was first referred to Amex Bank, Amex Bank agrees to pay you a one-time Incentive Fee (as defined below) in accordance with the terms hereof. Only Client referrals made online on the Portal are eligible for these Incentive Fees from Amex Bank in accordance with the terms of this Agreement.
  3. Qualified Client. In order for a Client to be eligible for the Partners Plus and considered a “Qualified Client” under this Agreement, all of the following conditions must be satisfied: (i) the Client is an entity with whom you currently have a business relationship; (ii) neither the Client nor any affiliate of the Client is an existing client of Amex Bank; (iii) subject to Amex Bank's sole discretion, Amex Bank must not have previously or independently identified such Client as a target for marketing Eligible Cards; (iv) you have not offered or granted to Client, directly or indirectly, any discount or rebate from the amount of any fees the Client may be obligated to pay Amex Bank in connection with an Eligible Card; and (v) you agree, at the request of Amex Bank, to assist Amex Bank in its solicitation of such Client. If all of the preceding conditions are satisfied, then the Client can be considered a “Qualified Client” hereunder and thereby can qualify you, subject to the terms contained herein and Amex Bank's sole discretion, for the Partners Plus incentive fees described herein.
  4. Incentive Fees and Partner Qualifications.
    1. During the term of this Agreement, you will be entitled to a one-time incentive fee (“Incentive Fee”), inclusive of all applicable taxes, with respect to each Qualified Client that is issued an Eligible Card and begins to make charges on that Eligible Card (“New Amex Bank Client”). Each of your employees or other authorized individuals who refers Clients under the Partners Plus (each an “Authorized Referrer”) must have a separate username and password. The amount of the Incentive Fee due hereunder shall be determined by Amex Bank as set out in Table 1 (for Small Business Eligible Cards) and Table 2 (for Corporate Eligible Cards) below:

      Estimated New Small Business Card Charge Volume Incentive
      $1 - $249,999 $300
      $250,000 - $499,999 $750
      $500,000 - $999,999 $1,500
      $1,000,000 - $4,999,999 $3,500
      $5,000,000 - $9,999,999 $7,000
      $10,000,000+ $10,000

      Estimated New Corporate Card Annual Potential Charge Volume Incentive
      $1 - $249,999 $300
      $250,000 - $499,999 $750
      $500,000 - $999,999 $1,500
      $1,000,000 - $4,999,999 $3,500
      $5,000,000 - $9,999,999 $7,000
      $10,000,000+ $15,000

    2. The amount of the Incentive Fee payable to you hereunder shall be determined by Amex Bank based upon the Charge Volume (as defined below) of the Small Business Eligible Card (Table 1), and annual Potential Charge Volume (as defined below) of the Corporate Eligible Card (Table 2) as estimated by Amex Bank on the date that the Qualified Client becomes a New Amex Bank Client (“Client Commencement Date”), and shall equal the corresponding amount shown in the tables above. “Charge Volume” refers to the charges made on a Small Business Eligible Card for the first three (3) months after the Client Commencement Date. “Potential Charge Volume” refers to the estimated charge volume that is projected to be made on a Corporate Eligible Card for the first twelve (12) months after the Client Commencement Date. Charge Volume and Potential Charge Volume include all charge volume specifically excluding items submitted to us or recognized by our systems as being purchases of or charges for travelers cheques or foreign currencies, cash advances, finance charges, annual fees and/or any other such fees or charges. Amex Bank will make reasonable efforts to pay Incentive Fees, if any, within six (6) months after the Client Commencement Date and in accordance with Amex Bank Accounts Payable processes.
    3. Due to the confidential nature of the approval process, you will not be notified when new New Amex Bank Clients are approved or declined and any New Amex Bank Client you have referred may have to agree to allow you to receive any Incentive Fee upon approval or you will not receive an Incentive Fee. If our records indicate that any Client you have referred has opted not to receive e-mails from us, we will no longer proceed with that Client and you will not receive any Incentive Fee.
    4. If a New Amex Bank Client signs up for more than one Eligible Card on the Client Commencement Date, any Incentive Fee(s) will be paid on the Eligible Card with the highest new Potential Charge Volume or new Charge Volume, as applicable, for that New Amex Bank Client. If a New Amex Bank Client signs up for any additional Amex Bank services or products following the date that the Qualified Client becomes a New Amex Bank Client, no additional Incentive Fee(s) shall be payable to you. Other than the applicable incentives set forth herein that are payable to you or certain Authorized Referrers, no incentive awards shall be made or owed to you under this Agreement.
    5. If Amex Bank determines at any time that you or your representatives, employees or an Authorized Referrer have provided false information regarding your or their eligibility for or authorization to participate in Partners Plus, or that a New Amex Bank Client's Potential Charge Volume or Charge Volume, as applicable, is unreasonably inconsistent during the first twelve (12) months after the Client Commencement Date, then Amex Bank reserves the right to deem you and/or any Authorized Referrer ineligible for Partners Plus and shall have no obligation to pay any Incentive Fee(s) to you or award any incentive to an Authorized Referrer, or you shall repay such Incentive Fee if it has already been paid to you. If Amex Bank learns, after having paid an Incentive Fee or awarded an incentive hereunder, that you or your representatives, employees or an Authorized Referrer have provided false information to Amex Bank, then you shall promptly repay such fee(s) to Amex Bank. During the term of this Agreement, Amex Bank shall have an ongoing right to request, and you shall have the obligation to promptly provide upon such request, verification that the authorizing officer who signed this Agreement is authorized to act on behalf of you and the your inclusion in Partners Plus is valid.
  5. Confidential Information. In connection with Partners Plus, it is possible that Amex Bank or you, or the respective employees, agents or subcontractors of you or Amex Bank, may receive certain confidential or proprietary material or information of the other party hereto (“Confidential Information”). Amex Bank and you each agrees to receive such Confidential Information in confidence and to refrain from (i) utilizing Confidential Information for any reason other than to effectuate its respective rights and obligations under this Agreement or (ii) disclosing Confidential Information to any third party other than as required by a government body having valid authority to compel such production. In addition, each party will bind all of its employees, agents and subcontractors to comply fully with the terms of this Section 5. It is expressly understood that no information or material will be considered confidential or proprietary if such information or material: (i) is already known to the receiving party free of any confidentiality obligation at the time it is obtained; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party which can be reasonably demonstrated by written records.
  6. Personally Identifiable Information. As a condition to your participation in Partners Plus, you agree that if you (including any third party acting on your behalf) provide Amex Bank with information which relates to an individual for the purpose of Amex Bank engaging a Client in relation to an Eligible Card that the information is publicly available and does not allow that individual to be identified. You shall ensure that the individual has: (i) consented to our collection, disclosure, use and processing of that information for the purpose of Amex engaging a Client in relation to an Eligible Card and (ii) authorizes you or such third party to give us the information for the intended purpose including without limitation evaluation of a Client in respect of an Eligible Card.
  7. Representations and Warranties.
    1. You acknowledge that under Partners Plus, you are an independent contractor of Amex Bank and, furthermore, 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 individuals who register and refer Clients are your current employees or representatives whom you have authorized to participate in Partners Plus on your behalf during the term of this Agreement.
    2. You represent and warrant that you have the right to provide Amex Bank 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 Partners Plus to your employees and other individuals authorized by you to participate in Partners Plus.
    3. You acknowledge and agree that all Incentive Fees paid by Amex Bank under Partners Plus are made solely to you and are your sole property.
    4. You acknowledge and agree to assume full responsibility for any and all federal, provincial and other income taxes, sales taxes, tax information reporting, and tax withholding obligations that may occur as a result of your participation in Partners Plus.
  8. No Liability to Authorized Referrer. Under no circumstances will Amex Bank be held liable for any payment or incentive award to an Authorized Referrer except as otherwise expressly provided in Section 4 herein.
  9. Indemnification. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS AMEX BANK, ITS AFFILIATIES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES WITH RESPECT TO ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, EXPENSES, ACTIONS, CLAIMS, AND DEMANDS, WHATSOEVER, INCLUDING REASONABLE LEGAL FEES, THAT MAY BE MADE OR BROUGHT AGAINST AMEX BANKAS A RESULT, DIRECTLY OR INDIRECTLY, OF ANY WILLFUL OR GROSSLY NEGLIGENT ACT OR OMISSION OF YOU UNDER THIS AGREEMENT.
  10. Limitation of Liability. AMEX BANK'S TOTAL LIABILITY TO YOU SHALL BE LIMITED TO ANY INCENTIVES THAT ARE GRANTED TO YOU (AND NOT YET PAID) UNDER THIS AGREEMENT. IN NO EVENT WILL AMEX BANK, ITS AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU, YOUR AFFILIATES, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTIAL, SPECULATIVE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) HOWSOEVER ARISING IN CONNECTION WITH THIS AGREEMENT.
  11. Term / Termination. This Agreement shall commence on the date it is signed and continue until terminated. Amex Bank may terminate this Agreement at any time without notice to you. You may terminate this Agreement at any time upon thirty (30) days' prior written notice. Either party may terminate this Agreement immediately without further notice if the other party breaches any materialterm 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. Termination of this Agreement for any reason shall not relieve the parties of rights or obligations incurred prior to the effective date of termination which by their nature are intended to survive termination including, without limitation, obligations related to confidentiality and limitations of liability.
  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. Amex Bank reserves the right to change this Agreement or Partners Plus at any time and for any reason, including, without limitation, systemic changes or changes which may affect its Eligible Card client base. Amex Bank shall provide you with written notice of any changes to this Agreement at least fifteen (15) days prior to the effective date of such changes. You shall be bound by such changes if (i) Amex Bank is not notified in writing within fifteen (15) days of your intent to terminate this Agreement or (ii) if you refer a Client to Amex Bank after you have received notification of such changes. Any changes to this Agreement will be retroactive and cover any Clients referred by you or in your name prior to the effective date of the changes. Notwithstanding the above,in the event Amex Bank adds new products to Partners Plus, Incentive Fees shall only be payable for any such new products after the date that Amex Bank has added such products to Partners Plus.
  13. Disputes. In the event of a dispute arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement arising amongst the parties, the parties hereto shall use their commercially reasonable best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith with the objective of reaching a resolution satisfactory to the parties. If the parties hereto do not reach such resolution within a period of 30 days from first notice of the dispute (or later date agreed to by the parties), and should the non-breaching party desire to pursue the dispute, then the dispute shall be submitted to mandatory and binding arbitration and shall be arbitrated and finally resolved, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be a place in Canada as agreed upon by the parties and the language of the arbitration shall be English.
  14. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws in force in the Province of Ontario. The parties attorn to the nonexclusive jurisdiction of the courts of Ontario. If any provision of this Agreement, or portion thereof, is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. The parties agree that communications relating to the Agreement may be sent by prepaid first class mail, overnight or hand delivery or via email, and on the part of Amex Bank only, via the use of the Internet at the Web page located at www.americanexpress.ca/partnersplus, and that each of these methods shall constitute a “writing” for purposes of satisfying legal requirements and complying with the notice provisions set forth in this Agreement. You agree to promptly notify Amex Bank in writing of any changes to your telephone number or e-mail address.
  15. Electronic Agreement. By checking the appropriate box/consenting on the Portal and accepting this Agreement, you signify that you have read, met and agree to be bound by all terms and conditions of the Agreement and that all information provided by you and individuals on your behalf is true, complete and accurate. You confirm, represent and warrant that you are an authorized representative of the entity entering into this Agreement and that you have authority to bind such entity to this Agreement. Accepting this agreement shall communicate your consent to the terms shown above in the manner described herein and shall be binding upon you to the same extent as if you agreed to be bound via a handwritten signature. You confirm that you are at least 18 years of age and of full legal age in your province of residence. By accepting this Agreement, you also agree to receive all communications from Amex Bank in an electronic format.
®: Used by Amex Bank of Canada under license from American Express.