Please read these Terms and Conditions (“Terms”) carefully as they govern your access and use of this website (“Site”) and the Payroll Referral Program referenced herein (“Program”). These Terms are in addition to (not in lieu of) any specific terms and policies that apply to the Services or Programs you engage or access through the Site, which terms and policies are incorporated herein by reference. The Terms and specific terms and policies referenced herein are collectively the “Agreement”.
As used herein, “Deluxe”, “we”, “us”, “our” or “ours” refers to Deluxe Corporation. “Referral Agent,” “you”, “your” or “yours” refers to the user accessing this Site and participating in the Program, together with any company or other business entity you are representing, if any.
The Program is offered by Deluxe Corporation with its principal offices located at 801 South Marquette Avenue, Minneapolis, MN 55402, including all subsidiaries and affiliates (collectively “Deluxe”). Deluxe reserves the right to terminate the Program at any time for any reason, without notice to participants. Deluxe assumes no liability or responsibility for any inaccuracies, errors, or omissions on this Site or the description of this Program.
A current Deluxe Payroll customer that has entered into an executed Referral Agreement with Deluxe (“Referral Agent”) may refer eligible businesses (“Referred Users”) to purchase certain Deluxe services including Deluxe Payroll, Incorporation Services, and Merchant Services (“Services”). Referral Agents may refer eligible businesses to Deluxe by working directly with the Referral Agent’s assigned account executive.
The Program includes three (3) incentive tiers (Bronze, Silver, and Gold) for Referral Agents based on the number of Referred Users that become new paying Deluxe Payroll customers (“New Customers”).
Bronze Tier – To qualify for the Bronze tier, a Referral Agent must refer between one (1) and nine (9) New Customers. Bronze tier incentives:
a. Payroll - The Referral Agent has the option to choose to either receive a ten percent (10%) of Gross Customer Revenue revenue share or a ten percent (10%) of Gross Customer Revenue discount to be passed along to New Customers.
b. Incorporation Services - The Referral Agent is eligible for a twenty-five percent (25%) of Gross Customer Revenue revenue share upon execution of a separate Incorporation Services SOW.
c. Merchant Services – The Referral Agent is eligible for a twenty-five percent (25%) of Gross Customer Revenue revenue share upon execution of a separate Merchant Services referral agreement.
SILVER TIER - To qualify for the Silver tier, a Referral Agent must refer between ten (10) and forty-nine (49) New Customers. Silver tier incentives:
a. Payroll – The Referral Agent may select to receive either revenue share or a discount to be passed along to New Customers:
i. Revenue Share - If the Referral Agent refers between ten (10) and forty-nine (49) New Customers, the Referral Agent is eligible for a revenue share of fifteen percent (15%) of Gross Customer Revenue; or
ii. Discount - Upon conversion of a Referral Agent’s tenth (10th) New Customers, the discount for all New Customers between ten (10) and forty-nine (49) shall be fifteen percent (15%) of Gross Customer Revenue, while the first nine (9) Referred Users shall remain ten percent (10%).
b. Incorporation Services - The Referral Agent is eligible for a twenty-five percent (25%) of Gross Customer Revenue revenue share upon execution of a separate Incorporation Services SOW.
c. Merchant Services – The Referral Agent is eligible for a thirty-five percent (35%) of Gross Customer Revenue revenue share upon execution of a separate Merchant Services referral agreement.
d. Marketing Tool Kit – A Marketing Tool Kit will be shared with Referral Agents when they have converted ten (10) or more New Customers.
GOLD TIER - To qualify for the Gold tier, a Referral Agent must refer fifty (50) or more New Customers. Gold tier incentives:
a. Payroll – The Referral Agent may select to receive either revenue share or a discount to be passed along to the New Customers:
i. Revenue Share - If the Referral Agent refers fifty (50) or more converted New Customers, the Referral Agent is eligible for a revenue share of twenty-five percent (25%) of Gross Customer Revenue; or
ii. Discount - Upon conversion of a Referral Agent’s fiftieth (50) New Customers, the discount for all paying Referred Users that exceeds forty-nine (49) shall be twenty five percent (25%) of Gross Customer Revenue, while the first nine (9) Referred Users shall remain ten percent (10%), and the tenth through forty-ninth (10-49) shall remain fifteen percent (15%).
b. Incorporation Services - The Referral Agent is eligible for a twenty-five percent (25%) of Gross Customer Revenue revenue share upon execution of a separate Incorporation Services SOW.
c. Merchant Services – The Referral Agent is eligible for a forty percent (40%) of Gross Customer Revenue revenue share upon execution of a separate Merchant Services referral agreement.
d. Marketing Support – A Marketing Tool Kit will be shared with Referral Agents when they have converted ten (10) or more New Customers.
e. Partner Support – A dedicated support model will be set up for Referral Agents when they have converted fifty (50) or more Referred Users. As part of the dedicated support model, eligible Referral Agents will be assigned a dedicated team member to assist with post-implementation questions.
A signed Master Referral Agreement (along with any SOWs or referral agreements, collectively the “Referral Agreement”) is required for Referral Agents to participate in the Program. Referral Agents must sign a separate Statement of Work (“SOW”) or referral agreement with each Deluxe entity performing services.
a. Payroll SOW – A signed Payroll SOW is required for any Referral Agent to qualify for the discounts or revenue share for New Customers.
b. Incorporation Services SOW – A signed MyCorporation (Deluxe’s Incorporation Services business) SOW is required for any Referral Agent to qualify for the Incorporation Services revenue share for new Incorporation Services customers referred to MyCorporation.
c. Merchant Services referral agreement – A signed ThinkPoint (Deluxe’s Merchant Services business) referral agreement is required for any Referral Agent to qualify for the Merchant Services revenue share for new Merchant Services customers referred to ThinkPoint.
Deluxe will review the referred users’ information to determine whether that user is eligible to become a New Customer. If the New Customer meets Deluxe’s standards, Deluxe will conduct the Payroll program onboarding and credit application process in accordance with its standard operating procedures. Upon completion to Deluxe’s satisfaction, the New Customers then enter into a customer agreement as designated by Deluxe. A referred user will be considered approved by Deluxe as a New Customer only upon the: (a) execution of a customer agreement as designated by Deluxe; AND (b) processing of at least one live payroll.
Referral Agent Marketing Efforts and Liability. Referral Agent agrees to engage in continued, active promotion of the Services in various marketing channels and to do so in compliance with the terms of the executed Referral Agreement. Deluxe will provide marketing support, which shall be the only approved marketing materials for Referral Agent to use in connection with this Program. Referral Agent will not publish or use any if its own marketing material promoting the Services, or use any Deluxe intellectual property without Deluxe’s prior written consent. Deluxe may perform periodic reviews of any Referral Agent marketing materials and shall have the exclusive authority and discretion to order the removal and/or amendment of any Referral Agent marketing material promoting Deluxe or its Services.
Referral Agent shall be solely responsible for its own marketing activity under this Referral Agreement, including, without limitation, the legality of its operations. Except for a claim alleging that a Referral Agent’s approved use of Deluxe’s intellectual property violates a third-party’s trademark rights, Deluxe is not responsible for the development, operation or content of Referral Agent’s marketing materials and Referral Agent agrees to defend, indemnify and hold Deluxe harmless against any and all claims, actions, causes of action, damages, or expenses (including attorneys’ fees) relating to the operation of Referral Agent’s marketing program.
Referral Agent will: (a) conduct business in a manner that reflects favorably at all times on the Services and the good name and goodwill of Deluxe; (b) not conduct any unfair, deceptive, abusive, misleading, unlawful, immoral or unethical practices that are, or might be, detrimental to Deluxe’s reputation or its Services; (c) not make false or misleading representations regarding the Services, including not making statements inconsistent with any documentation, technical manuals, guides, publicity material, or any other Deluxe material regarding the Services; and (d) furnish Deluxe with all necessary information it has regarding a New Customer to assist Deluxe in soliciting such New Customer. Subject to all other confidentiality obligations, Referral Agent agrees to convey to New Customers the nature of its referral relationship with Deluxe under the Referral Agreement.
Deluxe may terminate Referral Agent’s participation in the Program for any reason upon 30 days’ written (email is sufficient) notice to Referral Agent. Referral Agent’s rights under the Program upon termination are limited to those enumerated in the Referral Agreement.
Referral Agent and Deluxe will treat all information provided to the other as confidential with the same degree of care and confidentiality that it provides for its own confidential information.
IN NO EVENT WILL DELUXE OR ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF REFERRAL AGENT’S PARTICIPATION IN THE PROGRAM OR FOR ANY ACTION OR OMISSION MADE IN CONNECTION WITH THE PROGRAM. WITHOUT LIMITING THE FOREGOING, EVERYTHING IN THESE RULES AND IN THIS PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Deluxe will not be liable for any damage or losses arising out of or otherwise related to (1) Referral Agent’s use of the Program or use by anyone to whom you have given access to the Program; (2) errors, bugs, or other defects in the Program; (3) lost or irretrievable information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or records (including email), loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions , including those of Deluxe fulfillment vendors; or (6) Referral Agent’s actions with its employees or vendors or the use of its information.
Unless otherwise noted in the applicable Referral Agreement, this Agreement, the Program, the Services and all matters arising out of or relating thereto will be governed by the laws of the State of Minnesota without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this Agreement or the Program or the provision of Services will be brought in the state or federal courts located in Hennepin County, Minnesota. By participating in the Program, you hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding.