Referral Partner Programme Terms and Conditions.

OUTSOURCERY LIMITED, ΗΕ 413859

1. About these Terms

1.1 These Terms and Conditions ("Terms") apply to anyone who takes part in the Outsourcery Referral Partner Programme ("Programme") as a Referral Partner ("Partner", "you", "your"). The Programme is operated by Outsourcery Limited, a company incorporated in Cyprus ("Outsourcery", "we", "us", "our"), company number ΗΕ 413859.

1.2 You accept these Terms, and agree to be bound by them, the moment you submit a referral through our website or otherwise make an Introduction under the Programme. No separate agreement or signature is required.

1.3 These Terms are governed by the laws of Cyprus. The Cypriot courts have exclusive jurisdiction over any dispute.

2. Definitions

2.1 In these Terms, the following words have the meanings set out below.

2.2 "Client" means any individual or entity that engages our services.

2.3 "Gross Margin" means the total revenue we actually receive from a Qualifying Client for our services, less only the remuneration payable to the placed talent (including salaries, wages, contractor fees, and any associated employment costs, benefits, and taxes), to the extent we bear that cost. We don't deduct any other costs in calculating Gross Margin.

2.4 "Introduction" means a referral of a prospective Client that you make to us in accordance with Clause 7.

2.5 "Qualifying Client" means a Client who: (a) was introduced to us by you under these Terms; (b) is actively contracted with us; (c) is not under notice to terminate; and (d) has had talent placed with them as a direct result of your Introduction.

2.6 "Referral Services" means your promotion of our services and the Introductions you make under these Terms.

3. Your role as a Partner

3.1 We appoint you as a Referral Partner on a non-exclusive basis to provide the Referral Services. You accept this appointment on the terms set out here.

4. How long these Terms last

4.1 These Terms apply from the moment you accept them (see Clause 1.2) and continue until ended under this Clause 4.

4.2 Either of us can end these Terms at any time, for any reason, by giving the other 30 days' written notice (email is fine).

4.3 Either of us can end these Terms immediately by written notice if the other materially breaches these Terms and, where the breach can be fixed, fails to fix it within 14 days of being asked to in writing.

4.4 Ending these Terms doesn't affect anything already owed at that point, including any Commission due on Qualifying Clients already contracted.

4.5 After these Terms end, and subject to Clause 4.6, we'll keep paying Commission on each Qualifying Client who was actively contracted with us on the date things ended, for up to twelve (12) months from that date. After that, no further Commission is payable on that or any other Qualifying Client.

4.6 No Commission is payable on or after these Terms end where we end them under Clause 4.3 for your material breach, or where you've engaged in any fraudulent, dishonest, or wilful misconduct in connection with these Terms. In those cases, your entitlement to Commission stops on the date things end.

5. Commission

5.1 We'll pay you a commission of 10% of Gross Margin generated from each Qualifying Client ("Commission").

5.2 Commission is paid monthly, within 30 days of the end of the first full calendar month in which a Client becomes a Qualifying Client, and for each full calendar month after that in which they remain a Qualifying Client.

5.3 We'll send you a monthly Commission statement showing the Qualifying Clients, the Gross Margin attributable to each, and the Commission payable.

5.4 No Commission is payable on self-referrals. A self-referral is where you are, or are connected to, the referred Client.

5.5 For RECRUIT placements, Commission is calculated on the placement fee we receive from a Qualifying Client, and is paid once per placement, within 30 days of us receiving that fee (this replaces the monthly cycle in Clause 5.2 for RECRUIT). A Client you've introduced who has had talent placed with them as a result of your Introduction remains a Qualifying Client for each further placement made within twenty-four (24) months of the first placement, whether or not they're otherwise actively contracted with us in between.

6. If things change with a referred Client

6.1 If a Qualifying Client upgrades, downgrades, or changes their plan with us, your Commission will be adjusted to reflect the revised Gross Margin.

6.2 If a Qualifying Client ends their engagement with us and later re-engages, that re-engagement doesn't count as a Qualifying Client, and no further Commission is payable on it.

7. Making an Introduction

7.1 You can make an Introduction at any time by submitting the referral form on our website, giving your own contact details and the prospective Client's details.

7.2 Once you submit an Introduction, we'll send you a confirmation email straight away, and follow up with the prospective Client directly ourselves.

7.3 The Introduction is registered from the moment you submit it. Where the same prospective Client is introduced by more than one Partner, priority goes to whoever's Introduction was received first.

7.4 A registered Introduction stays valid for 12 months. If the prospective Client hasn't become a Qualifying Client within that time, the Introduction lapses and no Commission is payable on any later engagement with them.

7.5 Before you make an Introduction, you confirm you have the prospective Client's permission to share their details with us. You'll confirm this when you submit the referral form.

8. What we expect from you

8.1 You must:

8.1.1 carry out the Referral Services lawfully, diligently, and with reasonable skill and care;

8.1.2 promote our services ethically and in line with applicable laws and regulations;

8.1.3 follow any reasonable, lawful guidance we give you from time to time; and

8.1.4 tell us promptly about any conflict of interest, or potential conflict, connected to these Terms.

8.2 You must not:

8.2.1 use deceptive, misleading, or unethical marketing in connection with our services;

8.2.2 make any claims about our services that are inaccurate or that we haven't authorised;

8.2.3 do anything that could reasonably damage our reputation or goodwill; or

8.2.4 make self-referrals, as defined in Clause 5.4.

9. Confidentiality and intellectual property

9.1 Each of us agrees to keep the other's confidential information confidential, and not to share it with anyone else without prior written consent.

9.2 If you're ever unsure whether something is confidential, treat it as confidential and check with us in writing before sharing it.

9.3 All intellectual property in our brand, materials, and services stays ours. We grant you a limited, non-exclusive, non-transferable licence to use our brand assets solely to provide the Referral Services. This licence ends automatically when these Terms end.

9.4 You must not contest our intellectual property rights or do anything to undermine them.

9.5 This Clause survives after these Terms end.

10. How we work together

10.1 Nothing in these Terms creates an employment, agency, partnership, or joint venture between us. You act as an independent contractor.

10.2 You're responsible for your own tax affairs on any Commission you receive. We won't deduct tax or national insurance from Commission payments.

11. Data protection

11.1 In this Clause, "Data Protection Laws" means the EU General Data Protection Regulation (2016/679), the UK GDPR and Data Protection Act 2018, and any other applicable data protection or privacy laws, as amended or replaced from time to time; and "personal data", "controller", "processor", and "process" have the meanings given in those laws.

11.2 Each of us will comply with our obligations under the Data Protection Laws for any personal data we process in connection with these Terms.

11.3 When you make an Introduction, you disclose personal data about the prospective Client (and their people) to us. Each of us acts as an independent controller of the personal data we process; we don't process it on the other's behalf.

11.4 Before making any Introduction, you confirm you have: (a) a lawful basis to collect and share the relevant personal data with us; and (b) given any notices and got any consents required under the Data Protection Laws, including the confirmation referred to in Clause 7.5.

11.5 Each of us will use appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, and will promptly tell the other about any personal data breach affecting data shared under these Terms.

11.6 This Clause survives after these Terms end.

12. Liability

12.1 You'll cover us for all reasonable losses, claims, damages, costs, and expenses arising from: (a) any breach of these Terms by you; or (b) any negligent, wilful, or fraudulent act or omission by you in connection with the Referral Services.

12.2 Our total liability to you under or in connection with these Terms, whether in contract, tort, or otherwise, is limited to the total Commission we paid you in the three months immediately before the event giving rise to the claim.

12.3 Neither of us is liable for indirect or consequential losses, including loss of profit, loss of business, or reputational damage.

13. Other things to know

13.1 These Terms are the entire agreement between us on this subject and replace any prior discussions or understandings.

13.2 We may update these Terms from time to time, for example to reflect changes to the Programme or the law. We'll post the updated version on this page with a new "last updated" date. If you keep making Introductions or otherwise taking part in the Programme after an update, that means you accept the new Terms. We'll flag material changes by email where we reasonably can.

13.3 We may assign or transfer our rights and obligations under these Terms without notice. You can't assign or transfer your rights or obligations without our prior written consent.

13.4 If any part of these Terms turns out to be invalid or unenforceable, the rest still applies in full.

13.5 Notices under these Terms must be in writing and can be sent by email to the relevant address.

13.6 If either of us doesn't enforce a right or remedy under these Terms straight away, that doesn't mean we've given it up.

Acceptance

You accept these Terms by submitting a referral through our website, at the point you tick the confirmation box on the referral form. No signature is required.

Contact

Questions about the Programme or these Terms: hello@outsourcery.uk