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This Referral Agreement (“Agreement”) is entered into as of the Effective Date (defined below) by and between Conveyance Solutions, a California company with its principal place of business at 530 Technology Drive, Suite 100, Irvine, CA, 92618 (“Conveyance”), and the referring party identified in the signature block (“Referrer”). Conveyance and Referrer may be referred to individually as a “Party” and collectively as the “Parties.”
Conveyance operates a technology services practice focused on industrial distributors, including consulting services for Epicor’s Prophet 21 (“P21”). Referrer agrees to introduce prospective distributor customers who are considering switching ERPs to P21 in exchange for the incentives described in this Agreement.
2.1 “Qualified Referral”
2.2 “Qualified Demo” means a P21‑focused discovery or product demonstration scheduled within sixty (60) days of Conveyance’s written acknowledgment of the Referral Form submission (the demo may occur later).
2.3 “Software Payment Receipt” means Conveyance’s receipt of software payment from Epicor relating to the referred opportunity for the Referred Company.
3.1 Submission.
Referrer will submit each referral exclusively via the web form on the Conveyance Solutions website (www.conveyance365.com) (the “Referral Form”). The submission must include: Referrer name and company, referred contact name, title, company, email, phone, and a short context statement. If the Referral Form is unavailable due to a service interruption, Conveyance may, at its discretion, accept an email submission for that referral.
3.2 Acknowledgment.
Conveyance will confirm receipt and eligibility (net‑new check) within one (1) business day where commercially reasonable.
3.3 Sales Handling.
Conveyance will conduct qualification and attempt to schedule a P21 demo within 14–21 days of outreach.
4.1 Demo Incentive (Individual). Upon a Qualified Demo, Conveyance will provide the individual referrer a US$175 Amazon eGift card (or, if gifts are prohibited by the Referrer’s employer or applicable policy/law, Conveyance will make a US$175 charitable donation to a qualified 501(c)(3) designated by Referrer).
4.2 Company Incentive (Consulting Credit). Upon Software Payment Receipt, Conveyance will issue the Referrer’s employer (or the referrer’s company, as designated in the submission) a US$4,000 consulting credit (the “Credit”).
4.3 Credit Use. The Credit: (i) applies to Conveyance consulting services only (not software, licenses, third‑party or pass‑through costs); (ii) may be applied across invoices; (iii) is non‑transferable, has no cash value, and may not be redeemed or refunded for cash; and (iv) expires twelve (12) months after issuance.
4.4 Limits. One Demo Incentive per referred company. If multiple individuals submit the same company, the first eligible submission (as determined by Conveyance in good faith) receives the Demo Incentive and associated Credit when conditions are met.
4.5 Timing. Demo Incentives are sent within ten (10) business days after Conveyance confirms a Qualified Demo. Credits are issued within thirty (30) days after Software Payment Receipt from Epicor.
5.1 Policies & Law.
Referrer represents that accepting an incentive under this Agreement (or designating a charity) does not violate Referrer’s employer policies, any applicable procurement rules, or any anti‑corruption, anti‑bribery, or trade laws. Government employees or officials are not eligible for personal incentives.
5.2 Privacy & Consent.
Referrer will either (i) obtain the referred contact’s consent to share their business contact details with Conveyance for outreach, or (ii) make a direct introduction email including such consent.
5.3 Tax Matters.
Demo Incentives may constitute taxable income. Referrer is responsible for any taxes due. Conveyance may require a completed IRS Form W‑9 (or W‑8, as applicable) and may issue a Form 1099‑MISC as required by law for cumulative incentives meeting reporting thresholds.
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Referrer has no authority to bind Conveyance or make offers or representations on Conveyance’s behalf.
Each Party may receive non‑public information of the other Party (“Confidential Information”). The receiving Party will use the same degree of care it uses to protect its own confidential information (no less than reasonable care) to protect the disclosing Party’s Confidential Information and will use it solely to perform under this Agreement. This Section does not limit either Party’s right to use or disclose information that is or becomes public through no fault of the receiving Party, is rightfully received from a third party, or is independently developed without use of Confidential Information.
Conveyance may reference Referrer’s company name and logo in a list of participating customers only with prior written consent (email suffices). Neither Party will issue press releases about specific referrals without the other Party’s prior written approval.
9.1 Term.
This Agreement begins on the Effective Date and continues until terminated.
9.2 Termination.
Either Party may terminate this Agreement for convenience upon ten (10) days written notice. Sections 5–13 survive termination.
9.3 Program Changes.
Conveyance may modify or discontinue the referral program prospectively by notice to Referrer. Modifications will not affect incentives already earned for Qualified Demos or Credits when Software Payment Receipt has already occurred before the effective date of the change.
Each Party represents it has the right and authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED, THE PROGRAM AND ANY MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) BREACH OF SECTION 7 (CONFIDENTIALITY), OR (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED US$4,000.
Nothing in this Agreement restricts either Party from entering into referral or marketing arrangements with third parties.
13.1 Assignment.
Referrer may not assign this Agreement without Conveyance’s prior written consent; any attempt to assign without consent is void. Conveyance may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
13.2 Governing Law; Venue.
This Agreement is governed by the laws of the State of California, without regard to conflicts of laws principles. The Parties consent to exclusive jurisdiction and venue in the state or federal courts located in Orange County, California.
13.3 Notices.
Notices must be in writing and sent to the addresses in the signature block (email acceptable for routine communications).
13.4 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous understandings. Any amendments must be in writing and signed by both Parties (email or e‑signature acceptable).
13.5 Severability; Waiver.
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce any provision is not a waiver.
End-to-End Prophet 21 Consultants for Industrial Distributors
Conveyance Solutions (formerly Orange Kiwi Solutions) provides
expert technology & Prophet 21 consulting services to
industrial distribution clients and Private Equity firms across North
America. We are recognized as an Epicor® Platinum Partner in the distribution space.
Conveyance Solutions
530 Technology Dr. Ste 100
Irvine, California 92618
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