AMBASSADOR REFERRAL AGREEMENT
This agreement is made by and between:
- Ivy Tech Holdings Ltd, a company incorporated and registered in England and Wales
(registered number 13536325) whose registered office is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom (the “Company”); and
The Parties hereby agree as follows:
1. OVERVIEW
This agreement sets out the commercial rules and implementation for a referral
programme between the Parties, whereby the Ambassador introduces potential clients to the Company. The Ambassador is remunerated for the following actions:
Ivy Tech is engaged in services such as: providing human resources to its clients on a managed services basis, recruitment services, software development and fractional CTO services. The Ambassador will send the Company warm leads of customers interested in Ivy Tech’s services.
2. AGREEMENT TERM
The effective date of this agreement, and it will continue for 24 months from the Effective Date, unless otherwise terminated in accordance with this agreement.
VALID REFERRAL
A “Referred Customer” is a potential customer for the Company who is introduced to the Company by the Ambassador during the term of this agreement under the following conditions: The Ambassador must introduce the Referred Customer to a member of the Company via email, LinkedIn, WhatsApp or in person where applicable.
The Ambassador introduces the Referred Customer to the Company, and a representative of the Company will respond to the discussion. Alternatively the Company will reply (privately as appropriate) saying that this is an existing customer or lead, or otherwise advise why a referral fee may not be applicable in this case.
The following criteria determine whether a Referred Customer qualifies as a lead and is therefore eligible for commission:
- Companies that require software development resources
- Companies that require tech recruitment services
- Companies that require CTO or other software development support
- The introduction must lead to a meeting to be valid for the introduction reward fee
Companies that don’t typically qualify as a lead and are therefore not eligible for
commission:
- Companies with no or very low budgets.
- Companies in the gambling or pornography industry.
- Cold leads. Companies and people unknown to the Ambassador.
4. PURCHASES INCLUDED IN THE COMMISSION STRUCTURE
The following products and services (“Qualifying Revenue”) will earn commission for the
Ambassador:
Qualifying products and services |
Ivy 360 (managed services for nearshore tech teams) |
Ivy Recruitment (tech recruitment services) |
Ivy CTO (fractional CTO services) |
5. COMMISSION STRUCTURE
Qualifying Revenue will be totalled up monthly at the end of each calendar month (the “Payment Period”) and the Ambassador will earn a commission based on Qualifying Revenue generated during that Payment Period.
The Ambassador is entitled to a flat commission and the Qualifying Revenue for any given Payment Period is as follows:
Qualifying Revenue during Payment Period | Commission |
Valid referral (see clause 3) | GBP 50 / USD 65 / EURO 60 for each introduction that leads to a meaningful meeting between Ivy Tech and the Referred Customer. |
Closed deal | Reward fee of GBP 1,000 / USD 1,300 / EURO 1,200 for each signed contract above the annual value of GBP 5,000 / USD 6,500 / EURO 6,000, payable once the client has made their first payment to Ivy Tech.
For contracts below the qualifying annual revenue, a 10% percentage of the total deal value will be paid instead. |
Where the Commencement Date is midway through a Payment Period, then any Qualifying Revenue generated in that incomplete Payment Period will be added to the next full Payment Period and be counted as being made in that first full Payment Period for commission calculation purposes.
6. ADDITIONAL ITEMS
- Ambassadors are responsible for tracking their introductions and maintaining accurate records in shared documents provided by the Company.
- The Company reserves the right to propose adjustments to the commission structure, which must be mutually agreed upon in writing by both parties.
7. PAYMENT TERMS
Within 14 days after the end of each calendar month the Company will provide a summary of any payout. The summary of which will specify:
- what Qualifying Revenue was generated in the relevant period; and
- the commission payable on the remitted Qualifying Revenue.
Only remitted Qualifying Revenue will be taken into consideration when calculating Commission in any given period. All invoiced but unpaid Qualifying Revenue will roll into the next period and will not be calculated for commission purposes until the relevant invoice has been paid by the Referred Customer unless the Company elects otherwise at their sole discretion. In the event that a Referred Customer receives a full refund on any monies paid, no commission will be payable to the Ambassador on any of the refunded sums.
The Company reserves the right to alter its pricing and/or add or remove products and once the Ambassador has received a commission summary, and that commission summary is not disputed, the Company will automatically raise a bill inside their own financial system and provide this to the Ambassador. The agreed amount will be paid by the Company to the Ambassador via PayPal transfer within 14 days of raising the bill. Payment will be in GBP or USD or EURO in accordance with the commission structure in clause 5 unless otherwise agreed. Alternatively a wire bank transfer option can be considered if PayPal is not available to the Ambassador.
Pricing plans. Where such changes will have a material effect on the Ambassador Commission structure the Company will notify the Ambassador.
8. DISPUTES
Either Party will promptly notify the other in writing in accordance with Clause 12 of any Referred Customer complaints, disputes or potential or actual litigation. In the event litigation is brought by the Referred Customer against either the Ambassador or the Company, each Party will hold the other harmless in the face of such litigation and neither Party will be liable towards the other.
The Ambassador will have 30 days from the receipt of a commission summary to query or dispute that commission. In the event that the Ambassador queries any commission that they are due for any given period, the Company will investigate that query. If it is agreed that there was a miscalculation and that the Ambassador was due to receive a greater commission than they received, the Company will revise the commission summary and issue an updated commission summary. The Ambassador will then invoice for the revised amount in the usual way.
If it is agreed that there has been an overpayment of commission, the Company reserves the right to receive from the Ambassador any sums that the Ambassador was not entitled to, or to deduct that amount against the next or future commission payments. In the unlikely event that agreement cannot be reached on the commission summary, any undisputed amount of commission should be invoiced by the Ambassador, and the Company will make payment of the same within 14 days of receiving the invoice. The disputed amount will then be escalated to senior management in each organisation for further consideration and resolution.
9. LIMITATION OF LIABILITY
Nothing in this agreement will limit or exclude the liability of either party for:
- death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- any matter in respect of which it would be unlawful to exclude or restrict liability.
Neither party will under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- any loss of profit, sales, revenue, or business;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of agreements or contracts;
- loss of use or corruption of software, data or information;
- any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
- any loss that is an indirect or secondary consequence of any act or omission of the party in question.
The total liability of either party to the other in respect of all losses or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the aggregate commission paid or payable between the parties which has accumulated under this agreement.
NOTICES
Any notice or other communication or information to be given in connection with this
Agreement will be in writing and in English and will be sent by email to:
- for the Company: [email protected]
- for the Ambassador: see “Email of person” on page one of this agreement
A communication sent according to this clause will be deemed to have been received at the time of completion of transmission by the sender, except that if a communication is received between 5:30pm on a day other than a Saturday, Sunday, or public holiday in England and Wales and 9:30am on the next day other than a Saturday, Sunday or public holiday in England and Wales, it will be deemed to have been received at 9:30am on the second of such other days.
10. INFORMATION TO BE PROVIDED
Either Party will promptly provide the other with reasonably requested data, documents or such other information that is necessary or appropriate to that Party to discharge its obligations or to comply with any applicable law or regulations.
11. NO JOINT VENTURE
Neither Party will have power or authority to incur any liability on behalf of the other Party or their Ambassadors or in any way to pledge the credit of the other Party or its Ambassadors or accept or make any contract binding upon that Party or its Ambassadors or give or make any warranty or representation on the other’s behalf.
12. USE OF TRADING NAMES
Neither Party will hold itself out as an agent or Ambassador of the other, will not act on behalf of the other, nor use the other’s name in any form of promotion or advertisement without the prior written consent of the other Party.
Should such consent be given for the purpose of using a logo or branding owned by either of the Parties, then the requesting Party will receive a non-exclusive, revocable licence to use such logo and branding for the purpose it was requested for until that purpose has been fulfilled or otherwise when this agreement is terminated without any additional notice.
A branding pack can be requested from the Company. Should the Company provide its branding pack, it reserves the right to review any materials used in it by the Ambassador prior to publication by The Ambassador.
13. CONFIDENTIAL INFORMATION
At all times during the term of this agreement and following the termination thereof, the Parties will keep confidential any information acquired in respect of the other as a result of this Agreement regarding the business, affairs and customers of each other and will not disclose this information to third parties except as may be required by law or regulation.
14. AUTHORISED IP GUIDELINES
Ivy Tech is two words and follows proper capitalisation. Never use Ivy Tech as one word, and always use the correct capitalisation as followed on the guidelines:
You may not use or register, in whole or in part, Ivy Tech-owned graphic symbols, logos, icons, or an alteration thereof, as or as part of a company name, trade name, product name, or service name except as specifically noted in these guidelines.
You may not use Ivy Tech trademarks or any other Ivy Tech-owned graphic symbol, logo, or icon in a derogatory manner.
You may not manufacture, sell or give-away merchandise items, such as t-shirts and mugs, bearing Ivy Tech or any other Ivy Tech trademark, including graphics, symbols, logos, or icons.
15. ACTIVITIES TO PROMOTE IVY TECH
This section outlines what promotional activities are acceptable for Ambassadors to engage in, and which activities are prohibited in regards to this agreement. It can be integrated under a new section titled Promotional Guidelines.
- Promotional Guidelines:
- Leveraging existing contacts, networks and communities to refer to or promote Ivy Tech.
- Unacceptable Promotional Activities:
- Engaging in paid advertising to promote Ivy Tech.
- Breaching GDPR or other data privacy regulations.
- Cold outreach to individuals or companies without prior relationships.
16. DATA PROTECTION
- Each Party will, at its own expense, ensure that it complies with and where necessary assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
- The Parties will enter into a separate data sharing or processing agreement if required to do so under the relevant data protection legislation in relation to the data processed or shared during the term of this agreement.
17. RENEWAL, TERMINATION, ASSIGNMENT, WAIVER
At the end of the 24 months duration of this agreement, the Parties will negotiate a new agreement or otherwise this agreement will move into a rolling month-by-month agreement on the existing terms as per this agreement.
This agreement may be modified only in writing and signed by both Parties. It may be terminated without cause by either Party on 30 days’ prior written notice to the other, and may be terminated by either Party with cause upon dispatch of written notice to the other if any representation or warranty of the other ceases to be true or any obligation of the other is not duly performed or, in the sole judgement of either Party, the other has failed to comply with all applicable provisions of law.
If there is any commission that has accrued but remains unpaid at the time of termination, that commission will be honoured and paid at the next usual Payment Date.
Neither Party may assign its rights or obligations hereunder without prior written consent of the other. Failure or delay in exercising any right under this agreement is not a waiver thereof or of any subsequent breach by the other Party of any representation, warranty or obligation hereunder. Notwithstanding the provisions of this Clause 18, either Party will be entitled to terminate this agreement immediately, with cause, if:
- a Party or any of the directors of a Party are in material breach of their or its obligations under this agreement or fails to comply with any other agreement, covenant, warranty or undertaking given by either Party or any other regulatory authority; or
- in the reasonable opinion of either Party, there has occurred a material adverse change in the business, financial or trading position of one of the Parties; or
- either Party becomes insolvent or has any winding-up, receivership or administrative order made in respect of it, or makes or seeks to make any arrangement with its creditors or passes a resolution for its winding-up or a petition is presented for its winding-up or administration; or
- either Party considers its name or reputation likely to be prejudiced by this agreement continuing.
Where this agreement is terminated without cause or not renewed then the Company will continue to record Qualifying Revenue received from any Referred Customers for 24 months from the date of introduction of the Referred Customer, and the Company will continue to pay any commission on such remitted Qualifying Revenue. The Company will not pay any commission on any business relation referred to the Company after the termination date.
Where this agreement is terminated with cause, then the Company will honour and pay any commission that has accrued but remains unpaid on the termination date. On the termination date a final commission summary will be sent to the Ambassador and the payment will be made in accordance with this agreement. No further commission payments will be made for any revenue generated from any existing Referred Customer or any business relation referred to the Company after the termination date.
18. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19. THIRD PARTY RIGHTS
A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20. SEVERANCE
If any provision of this agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this agreement will remain in full force and effect and will not in any way be impaired.
If any provision of this agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
21. GOVERNING LAW
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and interpreted in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this agreement or its subject matter or formation.
