# REFERRAL PARTNER AGREEMENT
## Important warning
This fictional, unsigned agreement is an illustrative B2B referral arrangement, not legal advice, an agency appointment, a financial-promotion approval or a guarantee that a prospect will buy. The parties must assess whether the arrangement creates an agency, regulated introduction, employment, VAT or competition-law issue. The Partner must not give advice about regulated investments, insurance, credit or legal services unless authorised. All names, dates, figures, emails and addresses are fictional.
Date: 21 April 2027
## 1. Parties and appointment
(1) Cedarline Workflow Limited, company number 11028496, registered office 25 Bridge Street, Reading RG1 2LR, email partnerships@cedarline.example.test, is the Company.
(2) Marlow Growth Partners Limited, company number 12950672, registered office 6 West Court, Marlow SL7 2NB, email referrals@marlowgrowth.example.test, is the Partner.
The Company appoints the Partner on a non-exclusive basis from 1 May 2027 to 30 April 2028 to identify and introduce potential business customers for Cedarline's workflow software in the United Kingdom. The Partner has no authority to negotiate binding terms, make warranties, collect money, accept orders, use the Company's customer account or represent that it is an employee, agent or authorised reseller. The Company may appoint other partners and pursue a prospect itself.
## 2. Definitions and qualifying introduction
An Introduction is a warm electronic introduction made by the Partner to a named business contact through the referral form at referrals@cedarline.example.test, identifying the contact's employer and business email, and containing only information lawfully obtained. The Company will acknowledge or reject an Introduction within 10 working days. It may reject one if the contact is an existing customer, an active sales opportunity recorded before receipt, a previous rejected lead, a group company already being pursued, or a duplicate submitted by another partner.
A Qualified Prospect is a business in the UK that the Company accepts in writing as a valid Introduction and that enters a paid subscription within 120 days after acceptance. An Eligible Contract is that first paid subscription and its first order of additional seats, but excludes free trials, taxes, pass-through charges, professional services and contracts signed after the 120-day period. The Company must keep an attribution ledger and may not reject a genuine Introduction merely to avoid commission.
## 3. Commission and arithmetic
For each Eligible Contract, the Company will pay the Partner 12 per cent of Net First-Year Subscription Revenue actually received in cleared funds. Net First-Year Subscription Revenue means recurring subscription fees for the first 12 months, excluding VAT, discounts, refunds, credits, chargebacks, implementation fees, support purchased separately and third-party costs. For example, a customer signing on 10 June 2027 for 20 seats at £90.00 per seat per month produces £21,600.00 gross recurring fees (20 x £90.00 x 12); after a £1,200.00 contractual discount, Net First-Year Subscription Revenue is £20,400.00 and commission is £2,448.00, calculated as 12 per cent of £20,400.00.
Commission is earned only as the relevant customer payment is received. The Company will send a statement by the 15th day of each month and pay undisputed commission within 30 days after that statement. If the customer pays the entire £20,400.00 net subscription in advance, the commission on that revenue is £2,448.00; if it pays twelve equal net instalments of £1,700.00, each receipt produces commission of £204.00 and the twelve payments produce the same £2,448.00 total. VAT on the commission is additional only if the Partner is properly registered and supplies a valid VAT invoice.
The Partner must repay or permit set-off of commission attributable to a refund, credit, chargeback, fraud, cancellation under a statutory consumer right or non-payment. No commission is payable on a contract resulting from the Partner's breach, unlawful statement, bribery or unauthorised promise. The Company will give reasonable evidence of the adjustment and the Partner may query a statement within 60 days.
## 4. Partner duties and approved materials
The Partner will use reasonable skill and care, act honestly, identify itself as an independent referral partner, follow the Company's approved referral guide and pass accurate information without exaggeration. It must not promise a price, service level, integration, security certification, savings figure or renewal unless the Company has approved the exact wording in writing. It must not bid on the Company's trade marks, send unsolicited bulk electronic messages, scrape contacts, impersonate the Company or use purchased lists without a lawful basis.
The Company will supply current product descriptions, an approved logo and a written commission statement. The Partner must obtain approval before publishing a case study, paid advertisement, comparison, testimonial or social-media post referring to Cedarline. Approval is limited to the submitted version. The Partner must remove outdated material within five working days after notice. Each party owns its own marks and grants only a limited, revocable licence to use an approved mark during the term.
## 5. Compliance and data
Each party will comply with the Bribery Act 2010, the Criminal Finances Act 2017, sanctions and export controls, the Consumer Protection from Unfair Trading Regulations 2008, the CAP Code where advertising applies, the Privacy and Electronic Communications Regulations 2003 and applicable competition law. The Partner must not offer a public official or customer an improper advantage and must notify the Company of an allegation within two working days. A breach of this clause is a material breach that may justify immediate termination.
The Partner is an independent controller of contact data it lawfully collects before an Introduction. The parties will not exchange more personal data than necessary. The Company becomes responsible for data it receives into its CRM and will provide the relevant privacy information. If the Partner processes personal data solely on the Company's documented instructions, the parties must sign UK GDPR Article 28 processor terms before doing so. Neither party may upload referral data to a public artificial-intelligence service or use it for unrelated marketing without a lawful basis and transparent notice.
## 6. Records and audit
The Partner will keep contemporaneous records of each Introduction, source, consent, contact date, communication, approval and expense for six years after the relevant commission statement. The Company will keep its acceptance, rejection, contract and receipt records for the same period. On 10 working days' notice, each party may inspect records reasonably necessary to verify a commission calculation, subject to confidentiality and data minimisation; no more than one audit may occur in a year unless a material discrepancy is found.
If an audit shows an underpayment of more than 5 per cent for the audited period, the Company will pay the shortfall and reasonable audit cost. If it shows an overpayment caused by the Partner's inaccurate information or duplicate submission, the Partner will repay it. An audit is not permission to access source code, unrelated customer data or legally privileged material.
## 7. Confidentiality, non-circumvention and liability
Confidential information includes pricing, product plans, customer information, commission statements and security information. It may be used only for this agreement and disclosed to personnel or professional advisers who need to know and owe equivalent duties. The duty lasts five years after termination, with trade secrets protected while secret. Required legal disclosure is permitted after notice where lawful.
The Company will not deliberately avoid an accepted attribution by contracting with the same Qualified Prospect through a group company; a contract with that prospect during the 120-day window remains an Eligible Contract. This is an attribution rule, not a broad restraint on trade. Neither party may use the other's confidential information to compete unfairly or solicit the other's staff using information obtained under this agreement.
Neither party excludes liability for fraud, death or personal injury caused by negligence, or liability that cannot lawfully be excluded. Subject to that, aggregate liability is capped at £50,000.00. The cap does not apply to unpaid commission, confidentiality, data-protection breach, intellectual-property misuse, bribery or fraudulent conduct. Neither party is liable for indirect loss or loss of anticipated commission that was never earned.
## 8. Termination and general
Either party may terminate on 30 days' written notice. Either may terminate immediately for an unremedied material breach after 10 working days' notice, insolvency, unlawful promotion, bribery or conduct likely to cause serious reputational harm. Valid Introductions accepted before termination remain eligible for the balance of their 120-day period, but no new Introduction may be submitted after termination. Accrued payment and record rights survive.
Notices must be written and delivered by hand, recorded post or email to the addresses above; an email without a delivery-failure notice received before 5.00 pm on a working day is deemed received that day. This agreement is the entire agreement, amendments must be signed, assignment requires consent, and invalid wording is severed. The law of England and Wales governs and its courts have exclusive jurisdiction, subject to mandatory law.
Signed for Cedarline Workflow Limited: ____________________ Name: Laura Miriam Kent, Director Date: __________
Signed for Marlow Growth Partners Limited: ____________________ Name: Oliver James Field, Director Date: __________
## Schedule — sample attribution ledger
On 21 April 2027, the Company records CED-001, submitted by Priya Sen of the Partner, for Fenwick Health Supplies Limited, received on 3 May and accepted on 8 May. It records CED-002 for a retailer already in an active pipeline and rejects it on 6 May with that reason. Fenwick signs on 10 June for 20 seats at £90.00 per month for 12 months, with a £1,200.00 discount, and pays the £20,400.00 net subscription on 15 June. The resulting commission is £2,448.00. The Company sends the statement by 15 July and pays by 14 August. No VAT is included in these examples unless the Partner supplies a valid VAT invoice.