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Terms & Conditions for X - Agent Program

Last Updated: 26th July 2016

  1. KEY TERM
  2. These words have the following meaning in these Terms and Conditions:-

    “Account” means the unique account in which FLEXIROAM records and stores X-Agent information.

    “Account Management Portal” means the different contact points, including but not limited to X-Agent Web Portal and X-Agent Mobile Application, through which X-Agent can access, monitor and manage their X-Agent Aaccount.

    “Agreement” means the agreement between FLEXIROAM and X-Agent for which these Terms and Conditions will apply.

    “Consumer(s)” means an authorised end-user of Products, who has acquired Products from X-Agent, at the fee and terms dictated by FLEXIROAM, solely for the purpose of accessing FLEXIROAM’s alternative mobile data roaming service in abroad.

    “Product(s)” means the physical X Microchip and its associated services acquired by Consumer through X-Agent.

    “Rank” or “Agent Rank” means a categorised class in the X-Agent Program, voluntarily opted into by X-Agent and approved by FLEXIROAM, which determines the particular responsibilities to be fulfilled by X-Agent and the associated Incentive to be received by X-Agent upon fulfilling their responsibilities.

    “Restricted Information” means any information which is disclosed to the X-Agent by FLEXIROAM and/or Consumers pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such).

    “Rank Investment” means the non-refundable payment made by X-Agent to FLEXIROAM, in order to accept X-Agent under a particular Rank within the X-Agent Program. Different Ranks require different Rank Investment.

    “Rank Extended Investment” means an additional non-refundable payment, made on top of Rank Investment by X-Agent to FLEXIROAM, which enables X-Agent to request for the privilege to distribute more than the number of Products stipulated under the particular Rank that X-Agent has opted for.

    “Successful X-Agent(s) Recruitment” means a new individual accepted into the X-Agent Program through the referral of a X-Agent.

    “X-Agent”means an individual appointed by FLEXIROAM to promote FLEXIROAM Products to Consumers and to promote the X-Agent Program to prospective new X-Agents under the terms and conditions of this Agreement.

    “X-Agent Incentives or Incentives” means the financial reward duly accumulated by X-Agent, and periodically paid by FLEXIROAM to X-Agent, for the Activation of Products for Consumers, and the number of Successful X-Agent Recruitments Referred by X-Agent into the X-Agent Program.

    “X-Agent Program” means a rewardsn Affiliation program organised by FLEXIROAM to reward authorised X-Agents with X-Agent Program Incentives for the Activation of Products for Consumers, and the number of Successful X-Agents Referred by X-Agent into the X-Agent Program.

    “X-Agent Program Structure” means a tabulated representation of the X-Agent Program outlining amongst others the Investment requirement and Incentives for each Rank of the X-Agent Program. The X-Agent Program Structure can be accessed X-Agent’s Account when Agent logs into their Account Management Portal.

    “Website” means X-Agent Program’s official website with URL: www.flexiroamx.com/xagent

  3. AGREEMENT
    1. The Terms of this Agreement shall govern the relationship between FLEXIROAM Asia Limited (hereinafter referred to as “FLEXIROAM”, “we”, “us”, “our”, or “the Company”) and the X-Agent (hereinafter referred to as “You”, “Your”, “The Agent”, “Agent” and “X-Agent”) under the X-Agent Program.

    2. In order to participate in the X-Agent Program you must first accept these Terms. These Terms are accepted by you:

      1. when you click to certify reading these Tterms and Cconditions; and
      2. when you click the “Sign Up” button on the Website.

    3. We advise you to print a copy of these Terms and Conditions for your records. These Terms and Conditions remain effective from the date of acceptance until terminated by you or FLEXIROAM in accordance with Clause 10.
    4. You cannot accept these Terms and Conditions if:
      1. You are not lawfully entitled to participate in such a program in the country in which you are located or resident; or
      2. If you are not of legal age to form a binding agreement with FLEXIROAM.
    5. These Terms and Cconditions annul all prior understandings between FLEXIROAM and X-Agent.
    6. FLEXIROAM may make changes to these Terms and Conditions from time to time, without prior notice to you. However, FLEXIROAM will publish the changes in the Website. The changes will be effective when published. Please review the Terms and Conditions on a regular basis. If you do not agree with the amended Terms and Conditions, you may terminate your relationship with FLEXIROAM in accordance with Clause 10 below.
  4. X-AGENT PROGRAM GENERAL DETAILS
    1. The X-Agent Program is a multiple- rank program which periodically rewards each X-Agent according to their performance of the responsibilities required by the Rank they have selected at a particular point in time. Full information of the aResponsibilities and Associated Incentives of each Rank is set out in the X-Agent Program Structure available on the Website.
    2. Each X-Agent is permitted to upgrade from a lower Rank to a higher one at any time, provided the X-Agent makes a one-off payment equivalent to the Rank Investment required for the desired higher Rank. Making separate and multiple Rank Investment payments which adds up to the Rank Investment of the desired higher Rank is not considered as an upgrade to a higher Rank.
    3. Based on the Rank an X-Agent is classified, FLEXIROAM supplies X-Agent with a particular number of Products, for distribution to Consumers, as set out in the X-Agent Program Structure. In the event, X-Agent wants needs additional stock of for Products, the X-Agent can eitherwould need to request additional units of Products by topping up the amount initially paid for Rank Investment, also referred to as “Rank Extended Investment” (. This however does not move an X-Agent from one rank to the other) or or pay the Rank Incentive to move to a higher Rank.
    4. The Products distributed by X-Agent under this Agreement shall remain the property of FLEXIROAM at all times, and ownership thereof shall not at any time be passed on to X-Agent and/or Consumer. The Products shall be returned immediately if FLEXIROAM asks X-Agent to do so as the result of any of the circumstances set out in Clause 10, or where there is any other valid reason. Returned Products to FLEXIROAM should be in a merchantable state, with no damages caused to Products by X-Agent or third parties contracted by X-Agent.
    5. FLEXIROAM will only deliver Products to X-Agent after FLEXIROAM has confirmed receiving payment of Rank Investment from X-Agent.
    6. The X-Agent Program has two (2) incentives categories, which are unrelated and recorded separately in the Account Management Portal of X-Agent’s Account. The Incentives categories are:
      1. Consumer Membership Incentive. Depending on X-Agent’s prevailing Rank, X-Agent shall accumulate a specific monetary incentive, which is payable by FLEXIROAM, for every distributionsale of Products Consumer Membership Subscription to X-Agent’s Consumers which results in the Consumer purchasing a Membership Subscription, according to the X-Agent Program Structure, which is accessible to X-Agent when X-Agent logs into Account on Account Management Portal;
      2. X-Agent Recruitment Incentive. Depending on X-Agent’s prevailing Rank, X-Agent shall accumulate a specific monetary incentive, which is payable by FLEXIROAM, for every Successful X-Agent(s) Recruitment facilitated by X-Agent, according to the X-Agent Program Structure, which is accessible to X-Agent when X-Agent logs into Account on Account Management Portal.
    7. X-Agent Recruitment. In order for an X-Agent to recruit new individuals to join the X-Agent Program as newly referred X-Agent:
      1. X-Agent must possess a valid X-Agent Membership, with a minimum of Rank 4; and
      2. X-Agent can only recruit new X-Agents into Ranks that are lower than their Rank.
    8. FLEXIROAM reserves the right to revise the X-Agent Program Structure from time to time, without prior notice to or consent of X-Agent. FLEXIROAM will publish details of any changes on our Website as soon as possible. Changes are considered effective immediately upon publishing such amendments on our Website. X-Agent can access the updated X-Agent Program Structure by login in to X-Agent’s Account on Account Management Portal.
  5. YOUR RESPONSIBILITIES
  6. X-Agent shall:

    1. In its best effort promote the distribution of Products to as many Consumers as possible, in order to fulfil the minimum commitment required on them according to the Rank one is classified;
    2. Be fully responsible for delivering Products to Consumers and guiding Consumers on how to use Products. This includes but not limited to ensuring that Consumer’s hardware is compatible with Products and assisting Consumers to install Products on their mobile devices. X-Agent shall therefore be accountable for damages caused to Consumers due to Agent’s own negligence;
    3. At all times maintain adequate stocks of Products, as may be necessary to meet the demand Consumers who wish to acquire Products from X-Agent;
    4. Bear the full cost for shipment of Product from FLEXIROAM to X-Agent;
    5. Employ its best effort to ensure that Consumers have been adequately and accurately informed of the charges and other related terms and conditions of using the Product in overseas;
    6. Regularly engage with FLEXIROAM to obtain up-to-date information on the X-Agent Program, Products and FLEXIROAM. This includes but not limited to attending Products and X-Agent Program training events;
    7. On regular basis, voluntarily share Consumer’s feedback with FLEXIROAM to enable FLEXIROAM improve on Product for Consumers;
    8. Be fully responsible for ensuring that Products remains merchantable throughout any the period Products are in X-Agent’s possession;
    9. Regularly login to the our Website to manage and monitor Agent’s Account aActivities; view the most updated X-Agent Program Structure; and Incentives due for claim via any of the available Account Management Portals; and
    10. Possess the following third party services at all times, to facilitate the Payment transaction between X-Agent and FLEXIROAM:
      1. Paypal
      2. Credit Card
      X-Agent must maintain a minimum of fifty (US$50.00) United States Dollars in Agent’s Paypal account before any payment of Incentives can be requested.
  7. FLEXIROAM RESPONSIBILITIES
  8. FLEXIROAM shall:

    1. Supply X-Agent with Products in accordance with their Rank;
    2. monitor the activities of X-Agent in the X-Agent Program and provide advisory support to X-Agent whenever FLEXIROAM deems it necessary;
    3. Provide X-Agent with access to the online Account Management Portal to enable X-Agent manage its Accounts;
    4. Employ its best effort to capture and report all records related to Agent’s Performance in the X-Agent Program, for properly reporting and payment of Incentives due to X-Agent;
    5. Fulfil the payment of Incentives due to X-Agent regularly; and
    6. Provide the technical support and training to assist X-Agent and Consumers on using Products.
  9. PAYMENT TRANSACTIONS TERMS
    1. All payment transactions shall be calculated and billed in US Dollars (USD) only.
    2. X-Agent understands and accepts that transaction related to the X-Agent Program may result in third parties charges to X-Agent’s PayPal and/or Credit Card Account. FLEXIROAM is therefore not responsible for any charges billed to X-Agent by third party payment services.
    3. Both FLEXIROAM and Agent agree to bear any additional cost (where applicable) incurred on all transactions due to the prevailing tax laws of Hong Kong and/or the country the X-Agent operates from. FLEXIROAM will use reasonable efforts to inform X-Agent of charges that may apply, and X-Agent agrees to be responsible for such charges incurred.
    4. Payment of Incentives due to X-Agent can be made directly into X-Agent’s PayPal account within ten (10) working days upon making a request through the Account Management Portals provided by FLEXIROAM. Payout for Incentives due will only be processed by FLEXIROAM if X-Agent has accumulated a minimum of fifty (US$50.00) United States Dollars of X-Agent Incentives.
    5. Each X-Agent acknowledges that Consumers pay for the Products and FLEXIROAM Consumer Packages directly to FLEXIROAM, and Consumers must be provided with a FLEXIROAM invoice. In the event the X-Agent receives any payment from a Consumer for a Product or FLEXIROAM Consumer Packages that payment must be passed on to FLEXIROAM. X-Agents are not permitted to charge any premiums or additional costs on top of the advertised price for the Products and FLEXIROAM Consumer Packages, which are controlled by FLEXIROAM in its absolute discretion.
  10. INTELLECTUAL PROPERTY
    1. X-Agent shall not:-
      1. Alter, remove or tamper with any trademarks, service marks, numbers, or other means of identification used on or in relation to FLEXIROAM or X-Agent Program, unless written consent is provided by FLEXIROAM for such action (s);
      2. Use in the Territory any trademarks, service marks or trade names so resembling any trade mark, service mark or trade names of FLEXIROAM as to be likely to cause confusion or deception.
    2. This Agreement does not grant or confer to X-Agent and X-Agent shall not and does not, at any time and for any reason whatsoever, acquire any title, interests, benefits, copyright, or other intellectual property rights whatsoever used by FLEXIROAM or any copies, customizations, modifications, enhancements, versions, reproductions or translations made thereof. X-Agent shall have no rights in respect of any trade names, trademarks or service marks used by FLEXIROAM in relation to this X-Agent Program or of the goodwill associated therewith, and X-Agent hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and there all such rights and goodwill are, and shall remain, vested in FLEXIROAM.
    3. Without prejudice to the right of X-Agent or any third party to challenge the validity of any Intellectual Property of FLEXIROAM, X-Agent shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property of FLEXIROAM and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
    4. In the event that X-Agent learns of any infringement or threatened infringement of the trade names, trademarks or service marks used by FLEXIROAM, or any passing-off or dilution with respect to the trade names, trademarks or service marks used by FLEXIROAM (each such event, an “Infringement”), X-Agent shall promptly notify FLEXIROAM or its authorised representative giving particulars thereof, and X-Agent shall provide necessary information and reasonable assistance, at FLEXIROAM’s expense, to FLEXIROM or its authorised representatives in the event that FLEXIROM decides that proceedings should be commenced. FLEXIROAM shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of FLEXIROAM.
    5. X-Agent will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at FLEXIROAM’s request, agrees to be joined as a party in any action taken by FLEXIROAM to enforce their rights; provided that, FLEXRIOAM shall reimburse X-Agent for all reasonable out-of-pocket costs and expenses incurred by X-Agent in connection with their participation in such action.
  11. CONFIDENTIALITY
    1. Except as provided by clauses 8.2, each X-Agent shall at all times during the continuance of this Agreement and after its termination:
      1. Use its best endeavours to keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and
      2. not use any Restricted Information for any propose other that the performance of the obligations under this Agreement.
    2. Any Restricted Information may be disclosed by X-Agent to:
      1. any governmental or other authority or regulatory body; or
      2. any employees of X-Agent or of any of the aforementioned persons, to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to X-Agent using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
    3. Any Restricted Information may be used by X-Agent for any purpose, or disclosed by X-Agent to any other person, to the extent only that:
      1. it is at the date hereof, or hereafter becomes, public knowledge through no fault of X-Agent (provided that in doing so X-Agent shall not disclose any Restricted Information which is not public knowledge); or
      2. it can be shown by X-Agent, to the reasonable satisfaction of FLEXIROAM, to have been known to it prior to its being disclosed by FLEXIROAM to X-Agent.
    4. WARRANTIES AND LIABILITY
      1. Subject as herein provided FLEXIROAM warrants to X-Agent that:
        1. All Products in relation to this X-Agent Program supplied hereunder will be of merchantable quality and will comply with any specification agreed between them;
        2. it is not aware of any rights of any third party in X-Agent’s territory which would or might render the distribution of Products unlawful.
      2. Not with standing anything to the contrary in this Agreement, FLEXIROAM shall not, to the fullest extent permitted by law, be liable to X-Agent by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of X-Agent or its employees or agents or otherwise) arising out of or in connection with any act or omission of FLEXIROAM relating to the manufacture or supply of Products, distribution by X-Agent or the use by Consumer.
    5. TERMS AND TERMINATION
      1. FLEXIROAM shall be entitled to terminate this Agreement immediately if:-
        1. X-Agent uses the X-Agent Program for illegal, immoral, or improper use; or
        2. X-Agent provides inaccurate, fraudulent, outdated or incomplete information to FLEXIROAM; or
        3. X-Agent has committed a form of abuse; or
        4. X-Agent is in breach of any of these Terms of Use or fails to comply with them.
      2. FLEXIROAM shall be entitled to terminate the X-Agent from the X-Agent Program by giving no less than seven (7) days notice, for reasons including but not limited to; breach of X-Agent’s obligations under this Agreement (which if capable of remedy are not remedied within seven (7) days of FLEXIROAM informing X- Agent of the breach; or FLEXIROAM being unable to continue the X-Agent Program.
      3. X-Agent understand that if their Account is inactive for twelve (12) months, FLEXIROAM reserve the right to disabled the X-Agent’s Account. In order to reactivate Account after termination, X-Agent need to contact FLEXIROAM to activate the account.
      4. If FLEXIROAM terminates this Agreement for reasons solely caused by us alone, it will be at FLEXROAM’s sole discretion to provide any compensation based on the discretion of FLEXIROAM.
      5. Upon termination, FLEXIROAM shall retire your account. FLEXIROAM reserves the right to refuse any request for information where FLEXIROAM is unable to verify that the request is from the X-Agent Account holder.
    6. GENERAL PROVISIONS
      1. Upon registering as an Agent with FLEXIROAM, if Agent faces any difficulty in relation to X-Agent Program, Agent should address these issues to the Customer Service Centre. Please visit the Website to obtain the Customer Service Centre contact number, or email us at support@flexiroam.com.
      2. Action considered abusive or fraudulent by X-Agent may result in the immediate termination or suspension of X-Agent’s Account.
      3. FLEXIROAM may interrupt or suspend the Agent’s Account at any time, on reasonable notice where possible, to facilitate any modification, maintenance or remedial work in respect to the network. FLEXIROAM will use all reasonable endeavours to keep such events to a minimum.
      4. Utilisation of Products is subject to the FLEXIROAM X T &C and the T &C can be viewed at http://web.flexiroamx.com/terms
    7. USER PERSONAL INFORMATION PROTECTION NOTICE
      1. Agent agree and accept that by registering and/or continuing be an X-Agent with FLEXIROAM, Agent consent to your Personal Information (“Personal Information”) being collected, processed by and where required, disclosed to classes of third parties as identified by us for the purposes of delivering X-Agent Program to Agent. For the avoidance of doubt, X-Agent also hereby explicitly consent to FLEXIROAM processing any sensitive personal information provided by X-Agent relevant for such purposes as stipulated in FLEXIROAM’s privacy statements (“Privacy Statement”). FLEXIROAM’s Privacy Statement can be viewed at www.flexiroam.com/privacy. The Privacy Statement also contains information about how X-Agent may access and update or correct Personal Information. Any disclosure of X-Agent’s Personal Information to overseas entities will be dealt with in accordance with FLEXIROAM Privacy Statement
      2. Nothing in these Terms and Conditions limits, excludes or modifies or purports to limit, exclude or modify the statutory consumer guarantees as provided under the laws of any country in which FLEXIROAM’s Services are offered, as well as any other implied warranties under any other consumer protection laws in those same countries (“Non-Excludable Guarantees”). Except for any liability that cannot by law be excluded, including Non-Excludable Guarantees, FLEXIROAM, excludes all liability whatsoever whether in contract, tort (including negligence or breach of statutory duty) or otherwise for the acts or omissions of other providers of telecommunications services or for faults in or failures of the Service.
      3. Centre or write in to Customer Support at support@flexiroam.com
        Agent accept that FLEXIROAM may be required to revise and/or modify the Privacy Statement and/or our privacy policy or notice from time to time. In the event of such revision and/or modification, FLEXIROAM will communicate such revision and/or modification at the Website. In this regard, X-Agent agree that by continuing to participate in X-Agent Program after such notification, that X-Agent agree to be bound by, accepts and/or consents to such revision and/or modification.
    8. LIMIT OF LIABILITY
      1. For the avoidance of doubt, FLEXIROAM has no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise beyond that of a duty to exercise reasonable skill and care in delivering FLEXIROAM Services.
      2. Agent shall forthwith on demand indemnify us against all claims losses, liabilities, costs and damage that FLEXIROAM may incur that anyone other than Agent threatens or make against us because of the way X-Agent Program was run or because X-Agent Program is faulty or cannot be used arising others than by reason of default on the part of FLEXIROAM.
    9. GOVERNING LAW AND JURISDICTION
      1. This agreement and the transactions contemplated by this agreement are governed by the laws of Hong Kong without reference to any principle of conflict of laws. Disputes arising out of or related to this Agreement shall be exclusively subject to the jurisdiction of the courts of Hong Kong.