Business Referral Program Terms

Who You Are Contracting With

OnFire is operated by two companies. Which one you contract with depends on where you are located.

This document is the version that applies where your counterparty is OnFire Messenger Ltd. If your counterparty is OnFire Messenger Inc., the corresponding United States version applies to you instead, and is available in the OnFire Legal Center at https://onfire.so/legal.

If you are located outside both the European Economic Area and the United States, contact [email protected] and we will confirm which terms apply to you before you rely on this document.

Data protection. Where this document concerns personal data, the company named above as your counterparty is the data controller for your personal data. For users in the European Economic Area that is OnFire Messenger Ltd., and the supervisory authority is the Irish Data Protection Commission. For users in the United States that is OnFire Messenger Inc., and the rights set out in the United States Privacy Policy apply instead.

If you move, or deal across regions. The company you contract with is determined by where you are located when you use the Services. If you relocate permanently to the other region, the version applying to that region will govern your use of the Services from that point. Dealing with a user, merchant, courier, driver or host located in the other region — for example, buying from a seller in the United States while you are in the European Economic Area — does not change which company you contract with, and does not affect any mandatory consumer protection you have under the law of your country of residence.

PARTIES

These Terms and Conditions ("Referral Terms") govern the OnFire Business Referral Program ("Program") operated by:

OnFire Messenger Ltd., a company registered in Ireland with company number 796932 ("OnFire", "we", "us", or "our"), with its registered office at 77 Camden Street Lower, Dublin, D02 XE80, Ireland.

Website: https://onfire.so

Support: [email protected]

By participating in the Program, you ("Advocate", "you", or "your") agree to be bound by these Referral Terms.

1. DEFINITIONS

1.1

In these Referral Terms, the following terms shall have the meanings set out below:

"Advocate" means a person or entity that participates in the Program by submitting Referrals to OnFire.

"Commission" means the monetary payment payable to the Advocate for each Qualified Referral, as specified in Clause 3.

"Program" means the OnFire Business Referral Program, as described in these Referral Terms.

"Qualified Referral" means a Referral that meets all of the qualification criteria set out in Clause 2.4.

"Referral" means a business entity introduced by the Advocate to OnFire through the Program.

"Referral Period" means the period of ninety (90) calendar days from the date a Referral is submitted, during which the Referral must meet the qualification criteria to become a Qualified Referral.

"Services" means the OnFire for Business ride-hailing, delivery, and transportation services.

2. HOW THE PROGRAM WORKS

2.1 Eligibility

2.1.1 The Program is open to:

(a) existing OnFire for Business customers in good standing;

(b) OnFire partners and approved affiliates;

(c) other persons or entities approved by OnFire in its sole discretion.

2.1.2 OnFire employees, directors, and their immediate family members are not eligible to participate in the Program.

2.2 Submitting Referrals

2.2.1 The Advocate may submit Referrals through the OnFire Business Dashboard, by email to [email protected], or through such other channels as OnFire may designate from time to time.

2.2.2 Each Referral submission must include:

(a) the business name, contact person name, and contact email address of the Referral;

(b) a brief description of the Referral's anticipated use of the Services;

(c) confirmation that the Advocate has obtained the Referral's consent to share their contact information with OnFire.

2.3 Consent and Self-Referrals

2.3.1 The Advocate warrants that it has obtained the prior consent of each Referral before submitting their contact information to OnFire.

2.3.2 Self-referrals are not permitted. The Advocate may not refer its own business, any business in which it holds a controlling interest, or any business that is already an OnFire for Business customer at the time of submission.

2.3.3 If a Referral has already been submitted by another Advocate, the first Advocate to submit the Referral shall be credited. OnFire shall determine priority in its sole discretion.

2.4 Qualification Criteria

2.4.1 A Referral becomes a Qualified Referral when all of the following criteria are met within the Referral Period:

(a) the Referral registers for an OnFire for Business account;

(b) the Referral's account is approved and activated by OnFire;

(c) the Referral completes a minimum of five (5) paid rides or service transactions through the OnFire for Business platform;

(d) the Referral's account remains in good standing (i.e., no fraud, policy violations, or chargebacks) at the time of qualification determination.

2.4.2 OnFire shall determine whether a Referral has met the qualification criteria. OnFire's determination shall be final and binding.

2.5 Referral Period

2.5.1 Each Referral must meet the qualification criteria within ninety (90) calendar days of submission. If the criteria are not met within this period, the Referral shall expire and the Advocate shall not be entitled to any Commission in respect of that Referral.

2.5.2 The Advocate may re-submit an expired Referral, but a new Referral Period shall apply and no credit shall be given for activity during the previous period.

2.6 OnFire Approval

2.6.1 All Referrals are subject to review and approval by OnFire. OnFire reserves the right to reject any Referral at its sole discretion, including but not limited to where:

(a) the Referral is already in active discussions with OnFire's sales team;

(b) the Referral has previously been an OnFire for Business customer within the preceding twelve (12) months;

(c) the Advocate has not complied with these Referral Terms.

3. COMMISSION

3.1 Commission Amount

3.1.1 The Advocate shall receive a Commission of EUR 150 for each Qualified Referral, unless a different amount is agreed in writing between the Advocate and OnFire.

3.1.2 OnFire may, at its discretion, offer promotional or tiered Commission rates from time to time. Any such promotional rates shall be communicated to the Advocate in writing and shall apply only to Referrals submitted during the promotional period.

3.2 Minimum Qualifying Usage

3.2.1 As set out in Clause 2.4(c), the Referral must complete a minimum of five (5) paid rides or service transactions to qualify. Cancelled rides, no-show rides, and rides subject to fraud disputes do not count towards this minimum.

3.3 Commission Payment Timing

3.3.1 Commissions shall be calculated and processed within sixty (60) calendar days of the date on which a Referral becomes a Qualified Referral.

3.3.2 OnFire shall notify the Advocate when a Referral becomes a Qualified Referral and when the corresponding Commission has been processed for payment.

3.4 Reversal and Clawback

3.4.1 OnFire reserves the right to reverse or claw back a Commission if, within ninety (90) days of payment:

(a) the Referral's account is terminated for fraud, abuse, or breach of OnFire's terms;

(b) the Referral initiates chargebacks or disputes that result in the reversal of a material portion of the qualifying transactions;

(c) the Referral cancels its OnFire for Business account;

(d) it is determined that the Referral was submitted fraudulently or in violation of these Referral Terms.

3.4.2 OnFire shall notify the Advocate of any reversal or clawback, including the reason for such action.

3.5 No Commission on Renewals

3.5.1 The Commission is a one-time payment per Qualified Referral. The Advocate is not entitled to any ongoing commission, revenue share, or recurring payments in respect of the Referral's continued use of the Services, unless otherwise agreed in writing.

4. PAYMENT

4.1 Payment Method

4.1.1 Commissions shall be paid to the Advocate via:

(a) bank transfer to the account designated by the Advocate; or

(b) a third-party payment platform designated by OnFire (e.g., PayPal, Wise, or similar).

4.1.2 The Advocate shall provide accurate and complete payment details. OnFire shall not be liable for any delay or failure in payment resulting from incorrect or incomplete payment information provided by the Advocate.

4.2 Currency

4.2.1 Commissions shall be paid in Euro (EUR), unless otherwise agreed in writing. If the Advocate's bank account is denominated in a different currency, the Advocate shall bear all currency conversion costs and exchange rate risks.

4.3 Platform Fees

4.3.1 Any fees charged by third-party payment platforms are not the responsibility of OnFire. Such fees shall be deducted from the Commission or borne by the Advocate.

4.4 Tax Responsibility

4.4.1 The Advocate is solely responsible for reporting and paying all taxes, duties, levies, and other governmental charges applicable to the Commission, including but not limited to income tax, corporation tax, and VAT.

4.4.2 OnFire does not provide tax advice and recommends that the Advocate consult with a qualified tax adviser regarding its tax obligations.

4.4.3 If OnFire is required by law to withhold any tax from the Commission, it shall do so and provide the Advocate with a withholding tax certificate.

4.4.4 Where applicable, the Advocate shall provide OnFire with a valid VAT registration number and issue a VAT invoice for the Commission.

4.5 Minimum Payout Threshold

4.5.1 OnFire may set a minimum payout threshold of EUR 50. Commissions below this threshold shall be accumulated and paid when the cumulative amount exceeds the threshold, or upon termination of the Advocate's participation in the Program.

5. ANTI-SPAM AND CONDUCT

5.1 Legal Compliance

5.1.1 The Advocate shall comply with all applicable laws and regulations when promoting the Program and submitting Referrals, including but not limited to:

(a) the ePrivacy Directive 2002/58/EC and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336 of 2011) (together, the "ePrivacy Rules");

(b) the GDPR and the Data Protection Acts 1988 to 2018;

(c) any applicable anti-spam legislation in the jurisdiction of the Referral.

5.2 Prohibited Activities

5.2.1 The Advocate shall not:

(a) send unsolicited commercial electronic communications (spam) in connection with the Program;

(b) use OnFire's name, trade marks, logos, or other brand elements without OnFire's prior written consent;

(c) engage in paid advertising (including search engine advertising, social media advertising, or display advertising) using OnFire's brand name, trade marks, or any confusingly similar terms, without OnFire's prior written consent;

(d) make false, misleading, or deceptive claims about OnFire, the Services, or the Program;

(e) offer incentives, rebates, or kickbacks to Referrals to induce them to sign up, except as expressly authorised by OnFire;

(f) submit Referrals that the Advocate knows or ought to know do not have a genuine interest in or need for the Services;

(g) create fake accounts, use bots or automated tools, or engage in any other fraudulent activity to generate Referrals.

5.3 Consequences of Violation

5.3.1 If OnFire determines, in its reasonable discretion, that the Advocate has violated these Referral Terms, OnFire may:

(a) immediately suspend or terminate the Advocate's participation in the Program;

(b) withhold any unpaid Commissions;

(c) claw back any Commissions previously paid in respect of fraudulent or non-compliant Referrals;

(d) pursue any other remedies available at law or in equity.

6. DATA AND PRIVACY

6.1 Data Collection

6.1.1 OnFire collects and processes limited personal data in connection with the Program, including:

(a) the Advocate's name, email address, and payment details;

(b) the contact information of Referrals as submitted by the Advocate;

(c) records of Referral submissions, qualification status, and Commission payments.

6.2 Legal Basis

6.2.1 OnFire processes personal data in connection with the Program on the basis of:

(a) the performance of the contract constituted by these Referral Terms (Article 6(1)(b) GDPR);

(b) OnFire's legitimate interest in operating and administering the Program (Article 6(1)(f) GDPR);

(c) compliance with legal obligations, including tax and anti-fraud requirements (Article 6(1)(c) GDPR).

6.3 Privacy Policy

6.3.1 OnFire's Privacy Policy, available at https://onfire.so/privacy, applies to all personal data processed in connection with the Program. The Advocate is encouraged to review the Privacy Policy carefully.

6.4 Referral Consent

6.4.1 As set out in Clause 2.3.1, the Advocate must obtain the Referral's consent before sharing their personal data with OnFire. The Advocate shall indemnify OnFire against any claims, losses, or penalties arising from the Advocate's failure to obtain such consent.

7. LIABILITY

7.1 Program "As Is"

7.1.1 The Program is provided on an "as is" and "as available" basis. OnFire makes no warranties, express or implied, regarding the Program, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.1.2 OnFire does not guarantee that any Referral will result in a Qualified Referral or that any Commission will be earned.

7.2 Limitation of Liability

7.2.1 To the maximum extent permitted by applicable law, OnFire's aggregate liability to the Advocate in connection with the Program, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of Commissions actually paid to the Advocate in the twelve (12) months immediately preceding the event giving rise to the claim, or EUR 150, whichever is greater.

7.2.2 OnFire shall not be liable for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with the Program, including but not limited to loss of profits, loss of business, or loss of anticipated savings.

7.3 Exclusions

7.3.1 Nothing in these Referral Terms shall exclude or limit OnFire's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by applicable law.

8. CHANGES AND TERMINATION

8.1 Changes to the Program

8.1.1 OnFire reserves the right to modify, suspend, or discontinue the Program, in whole or in part, at any time.

8.1.2 For material changes to the Program (including changes to the Commission amount or qualification criteria), OnFire shall give the Advocate not less than thirty (30) days' prior written notice.

8.1.3 If the Advocate does not accept the proposed material changes, it may terminate its participation in the Program by giving written notice to OnFire before the effective date of the changes.

8.2 Changes to These Terms

8.2.1 OnFire may amend these Referral Terms from time to time. Material changes shall be communicated to the Advocate by email or through the OnFire platform.

8.2.2 Continued participation in the Program after the effective date of amended Referral Terms constitutes acceptance of the amended terms.

8.3 Termination by the Advocate

8.3.1 The Advocate may terminate its participation in the Program at any time by giving written notice to OnFire at [email protected].

8.4 Termination by OnFire

8.4.1 OnFire may terminate the Advocate's participation in the Program at any time, with or without cause, by giving fourteen (14) days' written notice.

8.4.2 OnFire may terminate the Advocate's participation immediately without notice in the event of a breach of these Referral Terms.

8.5 Effect of Termination

8.5.1 Upon termination:

(a) the Advocate shall cease all promotional activities in connection with the Program;

(b) any Referrals that have not become Qualified Referrals prior to termination shall be forfeited;

(c) Commissions for Qualified Referrals that were earned prior to termination shall be paid in accordance with Clause 4;

(d) OnFire may retain or delete the Advocate's data in accordance with its Privacy Policy and applicable law.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law

9.1.1 These Referral Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.

9.2 Jurisdiction

9.2.1 Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Referral Terms or their subject matter or formation.

9.3 Negotiation

9.3.1 Before commencing any legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation. A party wishing to invoke this process shall give written notice to the other party, setting out the nature of the dispute. The parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.

10. GENERAL PROVISIONS

10.1 Entire Agreement

10.1.1 These Referral Terms constitute the entire agreement between the parties in relation to the Program and supersede all prior agreements, understandings, and representations relating to the Program.

10.2 Severability

10.2.1 If any provision of these Referral Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.3 No Partnership or Agency

10.3.1 Nothing in these Referral Terms shall create a partnership, joint venture, agency, or employment relationship between OnFire and the Advocate. The Advocate is an independent contractor and has no authority to bind OnFire.

10.4 Waiver

10.4.1 No failure or delay by OnFire in exercising any right or remedy shall constitute a waiver of that right or remedy.

10.5 Assignment

10.5.1 The Advocate may not assign or transfer its rights or obligations under these Referral Terms without the prior written consent of OnFire.

OnFire Messenger Ltd.

Registered in Ireland with company number 796932

Registered Office: 77 Camden Street Lower, Dublin, D02 XE80, Ireland

Website: https://onfire.so

Email: [email protected]

These terms are effective as of the date first written above.