Referral Agreement
This Referral Agreement (the “Agreement”) is a legal agreement between you (the “Referrer”) and Salesfire Limited, registered in the England & Wales under company number 11614028, with offices at 16-26 Albert Road, Middlesbrough, TS1 1QA (“Salesfire”), herein being collectively referred to as the “Parties.”
BY SUBMITTING A CLIENT REFERAL FORM YOU AGREE TO AND ARE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES THE TERMS AND CONDITIONS BELOW AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN.
This Agreement shall be effective as of the date of such form submission (“Effective Date”).
1. The Referrer may submit leads of potential new customers (each a “Prospective End Customer”) to Salesfire, for the purpose of assisting Salesfire to win new business.
2. The Referrer shall submit leads to Salesfire for each Prospective End Customer via the online Client Referral form. Salesfire shall notify the Referrer, via email, if a lead has been “accepted” within five (5) business days of submission of the form. Salesfire may reject any lead for any reason at its sole discretion.
3. In order for the Referrer to receive a referral commission (a “Referral Fee”), Salesfire and Prospective End Customer must enter into a valid and binding Completed Sales Contract (“CSC”) within ninety (90) days of Salesfire’s email notification to the Referrer of its acceptance of the Prospective End Customer lead.
4. Salesfire shall pay to the Referrer the following Referral Fees:
20% of the Initial Contract Value received by Salesfire pursuant to a CSC for so long as the Prospective End Customer remains a paying customer.
“Add-on Sales” shall mean additional purchases of any Salesfire’s modules made following Prospective End Customer’s initial purchase.
“Initial Contract Value” shall mean the fees paid to Salesfire by Prospective End Customer for the first twelve (12) months of Prospective End Customer’s subscription to a single Salesfire module, minus any Incidental Expenses and excluding any Add-on Sales.
“Incidental Expenses” shall mean (a) costs attributable to sales, use, VAT and other taxes, customs duties and other governmental charges; and (b) credits or any other discounts applied.
For avoidance of doubt, the Parties understand and agree that Initial Contract Value shall exclude any professional services, training services or consulting services fees.
The Referral Fee is payable on a monthly basis over the period of the contract, with the first payment being made no later than sixty (60) days after the date on which Salesfire receives payment from the Prospective End Customer in connection with the CSC.
5. The Referrer shall be responsible for all taxes, duties, VAT charges and similar taxes and fees which are levied or imposed by reason of Referral Fees paid to Referrer, including but not limited to personal or corporate taxes on the Referrer’s income.
The Referrer shall refrain from making any representations, warranties or guarantees to Prospective End Customers with respect to the specifications, features or capabilities of Salesfire’s software offerings that are deceptive, misleading or otherwise inconsistent with the literature distributed by Salesfire with respect thereto.
The Referrer is not the agent of Salesfire and has no authority to execute contracts on Salesfire’s behalf.
The Referrer agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of Salesfire, and shall not engage in any conduct which may damage Salesfire.
6. This Agreement is non-exclusive. The Parties understand and agree that Salesfire has the right to solicit Prospective End Customers directly and to appoint any number of additional representatives or agents to provide leads to Salesfire.
7. The Referrer represents and warrants that it has full rights, consents and permissions to submit sales leads to Salesfire, and in the case of an individual has obtained the consent of their employer (if applicable) for Referral Fees to be paid directly to them.
8. Each Party represents and warrants that in its performance of any obligations or services contemplated under this Agreement that such Party shall comply with all applicable laws, rules and regulations.
Other than as stated in clause 7 and this clause 8, neither party makes any representations or warranties to the other party or to any person or entity with respect to the other party’s product offering or otherwise, and each party hereby disclaims all implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, accuracy of data, title, non-infringement, and quality of service, and implied warranties arising from course of dealing or course of performance.
Except as expressly set forth in this agreement, Salesfire expressly disclaims any representation or warranty regarding the performance, functionality, or any other aspect of the Salesfire software offering that it develops or provides hereunder.
9. Except for a breach by the Referrer of their obligations under clauses 5,7 or 11 (i) neither party shall be liable under this agreement to the other party or any third party for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if such party has been informed of the possibility thereof and (ii) the aggregate liability of either party to the other party under this agreement, regardless of the form of the action, shall be limited to the lesser of £5,000 or the total amount paid or payable by the other party under this agreement in the twelve (12) month period preceding the event giving rise to liability.
10. Term and Termination. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this clause 10.
Either Party may terminate this Agreement for its convenience at any time by providing the other Party with fourteen (14) days advance written notice of termination. Clauses 5, 7, 8, 9 and 11 shall survive the termination of this Agreement. Any referrals received and accepted by Salesfire prior to the effective date of termination shall be honoured and payment made pursuant to the terms of this Agreement.
11. The Referrer shall comply with the UK Bribery Act, and the anti-corruption laws of other countries, to the extent applicable. The Referrer hereby represents and warrants that, in its performance under this Agreement it has not, and will not at any time, directly or indirectly (through a subcontractor or other third party), pay, offer, give or promise to pay or give, or authorise the payment of, any monies or any other thing of value to influence the improper performance of any individual government officials and/or employees of any Prospective End Customer.
The Referrer shall promptly inform Salesfire in writing upon becoming aware of any violations of laws in connection with this Agreement. The Referrer hereby acknowledges and agrees that any violation by the Referrer of this clause 11 will constitute a material breach of this Agreement.
In the event of such a violation, Salesfire will have the right to terminate this Agreement, without any liability whatsoever to the Referrer, immediately upon providing written notice of termination to the Referrer. Termination of this Agreement by Salesfire under this clause 11 shall be in addition to, and not in lieu of, Salesfire’s other legal rights and remedies.
12. The Referrer agrees not to disclose any confidential information to any third party pertaining to Salesfire’s services, technology, existing customers and Prospective End Customers.
Except as provided herein, the existence and terms of this Agreement shall remain strictly confidential and neither party shall make any public comments with respect thereto.
Notwithstanding the foregoing, Salesfire shall not be prohibited from discussing with any Prospective End Customer the material terms of this Agreement and being transparent about its relationship with Referrer.
13. The Parties are independent contractors. The Referrer shall not have, and shall not represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of Salesfire.
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
Referral Fees cannot be claimed retrospectively or on any sales leads where a contract is already under negotiation, or has already been under discussion. Similarly, a Referrer cannot refer themselves or in respect of any customer who has an existing account with Salesfire.
This Agreement was entered into and will be governed by and construed in accordance with the laws of the England.
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
Unless otherwise specifically provided, all notices required or permitted by this Agreement may be delivered personally, e-mailed, or sent by post to the addresses first shown above.
This Agreement, including the Exhibits, represents the entire agreement of the Parties, and supersedes any prior or contemporaneous understandings, whether written or oral.
This Agreement may not be amended, waived or modified expect as expressly provided herein or in writing by the Parties.
Neither Party shall assign any of its rights, or delegate any of its obligations, under this Agreement, without the prior written consent of the other Party.
Last updated November 2024