Referral Programme Terms and Conditions
The Company
The referral programme is operated by:
HIIYA LTD, a company incorporated in England and Wales with company number 15664382 and registered office at 26, HQ 225 Denby Dale Road, Wakefield, England, WF2 7AJ (“Company”).
Acceptance of these Terms
These Terms govern the Company’s referral programme.
Any individual or organisation that refers a prospective customer to the Company under this programme (“Referrer”) shall be deemed to have accepted these Terms by submitting a referral, participating in the referral programme, or accepting a referral fee from the Company.
For the purposes of these Terms, the Company and the Referrer shall together be referred to as the “Parties” and each individually as a “Party”.
No signature or separate written agreement is required for these Terms to be binding.
1. Purpose
The Referrer may from time to time introduce prospective customers to the Company.
The Company shall have no obligation to accept any referral, engage with any referred party, or enter into any contract arising from any referral.
2. Definitions
Referral means an introduction by the Referrer of a prospective customer to the Company.
Referred Customer means a person or organisation introduced by the Referrer.
Qualified Referral means a Referral that:
a) results in the Referred Customer entering into a commercial agreement with the Company; and
b) generates revenue for the Company in accordance with Clause 4.
3. Eligibility of Referrals
A referral shall only qualify if:
a) the Referred Customer was not already a customer of the Company;
b) the Referred Customer was not already known to the Company;
c) the Referred Customer was not engaged in active discussions with the Company during the preceding six (6) months; and
d) the Referrer was the effective source of the introduction.
Where more than one person claims the same referral, the Company shall determine in its reasonable discretion which party first made the effective introduction and that decision shall be final.
4. Referral Fee
Subject to this Agreement, the Company shall pay the Referrer a fixed referral fee of £750 (seven hundred and fifty pounds sterling) for each Qualified Referral.
The referral fee shall only become earned and payable where:
a) the Company has entered into a contract with the Referred Customer;
b) the Company has generated revenue from that customer;
c) all contractual contingencies, guarantee periods, rebate periods, cooling-off periods, refund rights, replacement obligations or similar conditions affecting that revenue have expired or been satisfied; and
d) the Company reasonably considers that the revenue is fully earned and is no longer subject to material risk of clawback, cancellation, credit note, rebate, refund or repayment.
For the avoidance of doubt, receipt of payment alone shall not create an entitlement to a referral fee where the revenue remains contingent.
The Company reserves the right, acting reasonably and in good faith, to determine whether a referral satisfies the requirements of a Qualified Referral.
5. Payment
The Company shall pay any referral fee due within thirty (30) days of the referral fee becoming payable under Clause 4.
Payment shall be made by bank transfer to the account nominated by the Referrer.
6. Independent Relationship
Nothing in this Agreement creates:
· employment;
· worker status;
· agency;
· partnership;
· joint venture; or
· any authority for the Referrer to bind the Company.
The Referrer acts solely as an independent introducer.
The Referrer shall not make commitments, representations, warranties or contractual promises on behalf of the Company.
6. Independent Relationship
Nothing in this Agreement creates:
· employment;
· worker status;
· agency;
· partnership;
· joint venture; or
· any authority for the Referrer to bind the Company.
The Referrer acts solely as an independent introducer.
The Referrer shall not make commitments, representations, warranties or contractual promises on behalf of the Company.
7. Referrer Warranties
The Referrer warrants that:
a) all referrals will be made lawfully and honestly;
b) the Referrer is legally entitled to receive any referral fee;
c) receipt of a referral fee will not breach any employment contract, consultancy agreement, fiduciary duty, professional obligation or other duty owed to any third party;
d) the Referrer will not make false, misleading or unauthorised statements regarding the Company;
e) the Referrer will not hold themselves out as an employee, representative or agent of the Company; and
f) all information supplied in connection with a referral is accurate to the best of their knowledge.
8. Anti-Bribery and Conflicts
The Referrer shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
The Referrer shall not:
a) offer, promise or provide any improper inducement on behalf of the Company;
b) use a referral fee to improperly influence any purchasing decision;
c) receive a referral fee where doing so would place them in breach of duties owed to an employer, principal, client or other third party; or
d) conceal the existence of the referral arrangement where disclosure is legally or contractually required.
The Company may refuse payment and terminate this Agreement immediately if it reasonably believes a referral may expose the Company to legal, regulatory or reputational risk.
9. Data Protection
The Referrer shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
Where the Referrer provides personal data to the Company, the Referrer warrants that they have a lawful basis for doing so.
The Referrer shall indemnify the Company against losses arising from unlawful disclosure of personal data by the Referrer.
10. Tax
The Referrer acknowledges that referral fees may constitute taxable income.
The Referrer is solely responsible for:
· income tax;
· corporation tax;
· National Insurance contributions;
· VAT (where applicable); and
· any other taxes arising from receipt of referral fees.
The Company shall not provide tax advice and shall not be responsible for the Referrer’s tax affairs.
Unless required by law, all payments shall be made without deduction of tax.
11. Right to Refuse or Recover Payment
The Company may refuse payment where it reasonably believes:
a) the referral was obtained unlawfully;
b) the referral breaches this Agreement;
c) the referral would expose the Company to legal or regulatory risk; or
d) the Referred Customer was already known to the Company.
Where a referral fee has been paid in reliance upon information later found to be materially inaccurate, misleading or fraudulent, the Company may recover the referral fee as a debt.
12. Confidentiality
The Referrer shall keep confidential all non-public information relating to the Company, its customers, business affairs and operations.
13. Term and Termination
The Company may amend, suspend or withdraw these Terms at any time by publishing updated terms or providing notice. Any referral submitted before such amendment or withdrawal shall continue to be governed by the version of the Terms in force on the date of referral.
14. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, understandings and arrangements relating to its subject matter.
15. Amendments
No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.
16. Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.
17. Notices
Any notice under this Agreement shall be given in writing to the addresses or email addresses notified by the Parties.
18. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising from or in connection with this Agreement.