Referral Partner Agreement

Recitals

(a) The Referral Partner has a large number of contacts, and can meet further contacts who may be interested in purchasing Services from GoHire.

(b) GoHire wishes to be introduced to such contacts, and is willing to (at the Referral Partner’s option) either pay the Referral Partner a commission or alternatively offer those referred contacts a discount on the subscription fees payable to GoHire for the Services.

(c) On this basis, the Referral Partner will take reasonable steps to encourage its contacts to contract with GoHire to subscribe for the Services.

It is herby agreed

1. Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

Account Data: any data or information which is provided to GoHire to enable the administration of the Referral Partner’s account, such as contact and billing information.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning given to it in clause 10.

Commission: has the meaning given to it in clause 4.1.

Data Protection Legislation: means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK) and controller, processor, data subject, personal data, processing and appropriate technical and organisational measures shall have the meaning set out in the Data Protection Legislation in force at the time.

Discount: has the meaning given to it in clause 4.1. 

Effective Date: means the date this Agreement is entered into by accepting its terms on the Referral Partner’s website. 

Further Referral Partner: an independent HR professional who is introduced to the Services by the Referral Partner.  

Intellectual Property Rights: means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, publicity rights, know-how and other trade secret rights, database rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Materials: means the marketing, product specifications and other materials which are made available by GoHire for use by its partners such as the Referral Partner.

Net Income: the payments made to GoHire for the Services under a Referral less any value added tax or other sales tax on them and any discounts or rebates granted by GoHire.

Prospective Client: a person to whom GoHire has not at any time previously provided the Services and with whom GoHire has not previously been put in contact by another referral partner. 

Referral: means a direct subscription by a Prospective Client to receive the Services from GoHire either made using the Referral Partner Link where the Referral Partner Link has been made available by the Referral Partner to the Prospective Client, or agreed by GoHire to be treated as a Referral in accordance with clause 2.2 and Refer, Refers and Referred shall be interpreted accordingly.

Referral Hub: means PartnerStack, a web-based platform made available by GoHire which allows the Referral Partner to manage its interactions with GoHire.  

Referral Partner: means the party that signs up to this Agreement.  

Referral Partner Link: means a unique link which is provided by the Referral Hub to the Referral Partner which links to a page which enables subscription to the Services.

Referred Clients means a Prospective Client that has entered into a Referral with GoHire for the provision of the Services.

Services: means GoHire’s cloud-based recruitment software solutions found at http://app.gohire.io/

Year: means each consecutive 12 month period commencing on the Effective Date or the anniversary thereof.

1.2 Headings. Clause headings shall not affect the interpretation of this Agreement.

1.3 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Singular and plural. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Gender. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders

1.6 Writing. A reference to writing or written includes fax and e-mail. 

1.7 "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 Clauses. References to clauses are to the clauses of this Agreement.

2. Introductions

2.1 Appointment. GoHire appoints the Referral Partner on a non-exclusive basis to identify Prospective Clients for GoHire and to provide the Referral Partner Links to facilitate Referrals in relation to such persons.

2.2 Prior Referrals. GoHire may, in its absolute discretion, following a request from the Referral Partner, agree that an introduction to the Services to a Prospective Client is a Referral, on the condition that such introduction was made no earlier than three months prior to the Effective Date.

2.3 Referral Scheme. GoHire shall, in its absolute discretion, provide a reward or incentive to any Referral Partners that introduce Further Referral Partners to GoHire. 

2.4 Duties of Referral Partner.
2.4.1 Good faith. The Referral Partner shall serve GoHire faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement;
2.4.2 Introductions. The Referral Partner shall use its best endeavours to make introductions of Prospective Clients pursuant to this Agreement;
2.4.3 Non-prejudicial. The Referral Partner shall not disparage GoHire or the Services and not do anything which may be prejudicial to GoHire’s goodwill or commercial interests; 
2.4.4 Cooperate. The Referral Partner shall cooperate with GoHire in relation to the subject matter of this Agreement and respond to communications from GoHire within a reasonable timescale; and

2.4.5 Compliance with instructions. The Referral Partner shall comply with all reasonable and lawful instructions of GoHire.

2.5 Limited scope of authority.

2.5.1 No authority to bind. The Referral Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind GoHire in any way, and shall not do any act which might reasonably create the impression that the Referral Partner is so authorised.

2.5.2 No authority to contract or negotiate. The Referral Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of GoHire, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients.

2.6 Indemnity. The Referral Partner shall indemnify and keep GoHire indemnified on demand against any loss or damage suffered or incurred by GoHire as a result of any breach by Referral Partner of clause 2.5 or as a result of any claim by a third party arising from any such breach.

2.7 Obligation to disclose limits on authority. The Referral Partner must disclose to each Prospective Client that it is an introduction agent of GoHire and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of GoHire. 

2.8 Marketing material. The Referral Partner shall not produce any marketing material for GoHire’s Services without the prior written consent of GoHire. 

2.9 Limits on representations. The Referral Partner shall not, without GoHire’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in GoHire’s marketing material.

2.10 Consequential introductions. Where a Prospective Client is introduced by the Referral Partner and the Prospective Client then introduces GoHire to a third party who purchases Services from GoHire, the Referral Partner shall not, by virtue of such initial introduction, be deemed to have Referred the third party to GoHire.

3. Materials and Intellectual Property Rights.

3.1 Intellectual Property Rights. All Intellectual Property Rights in and relating to the Services and the Referral Hub are owned by GoHire or its third party licensors and the Referral Partner undertakes that it shall not do anything to limit or damage those Intellectual Property Rights.

3.2 Licence to use Materials. GoHire grants the Referral Partner a personal, non-exclusive, non-transferable, revocable licence to use the Materials and any of GoHire’s logos and trade marks contained within the Materials, during the term of this Agreement, solely for the purpose of promoting the Services and carrying out its obligations under this Agreement.

3.3 Compliance. The Referral Partner agrees to comply with all of GoHire’s instructions concerning the use of the Referral Hub, the Materials and GoHire’s logos and trade marks licensed pursuant to clause including complying with all brand guidelines made available by GoHire from time to time.

3.4 Third party licences. The Referral Partner agrees to obtain and keep up to date all third-party licences required for third party software which is required to permit or secure access to or use of the Referral Hub.

4. Commission and Payment.

4.1 Commission or Discount entitlement. The Referral Partner shall be entitled to receive Commission or allow Referred Clients to obtain a Discount for each Referral. The rate of Commission or the rate of the Discount available shall be set out in the Referral Hub. 

4.2 The Referral Partner shall only be entitled to Commission or a Discount in relation to a Referral for so long as the Referral and this Agreement remains in effect and only in relation to full calendar months when the Referral is in effect (calculated from the first day of the calendar month). Accordingly, Commission shall first become due after the Referral being in place for a full calendar month, and when a Referral ceases, shall be due on a pro-rata basis for the final full calendar month when the Referral is in effect. For the avoidance of doubt, subscriptions for the Services do not have a minimum term and may be terminated by either GoHire or the Referred Client. Commission shall only be paid in relation to monies actually received by GoHire under the Referral and only when the balance is greater than £5. Any other revenue which GoHire receives from or in relation to the Referred Client shall not count towards the Commission or Discount (including any commitment which has been made prior to the Referral).
The Referral Partner shall still be entitled to Commission or a Discount in circumstances where the Referred Client deactivates their account and reactivates it later, provided that this Agreement remains in place and the gap in service is not greater than six months.

4.3 Payment of Commission. All commission payable pursuant to clause 4.1 shall be paid in accordance with the terms & conditions set out on the Referral Hub’s website: How do I get paid? – PartnerStack

4.4 Currency of Commission. Commission shall be displayed and paid to the Referral Partner in US Dollars and shall then be converted to the Referral Partner’s preferred currency by the Referral Partner’s payout provider.. 

4.5 Accounts and records. GoHire shall keep separate accounts and records giving correct and adequate details of all Referrals entered into by GoHire, all payments received under them and all deductions made in the calculation of Net Income. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to GoHire. 

4.6 Disputes about Commission. If any dispute arises as to the amount of Commission payable by GoHire to the Referral Partner, the same shall be referred to independent auditors for settlement, the cost of which shall be shared between the parties. The independent auditor’s decision, save in the case of manifest error, shall be final and binding on both parties.

4.7 Set-off of liability. GoHire shall be entitled but not obliged, at any time or times, without notice to the Referral Partner, to set off any liability of the Referral Partner to GoHire against any liability of GoHire to the Referral Partner (in either case howsoever arising and whether any such liability is due and payable or will become payable at a later date, actual or contingent, liquidated or unliquidated and irrespective of the currency of its denomination). Any exercise by GoHire of its rights under this clause shall be without prejudice to any other rights or remedies available to GoHire under this Agreement or otherwise.

5. Obligations of the principal

5.1 Good faith. GoHire must at all material times act in good faith towards the Referral Partner.

5.2 Provision of information. GoHire shall provide the Referral Partner with any information the Referral Partner reasonably requires to perform its duties under this Agreement (although for the avoidance of doubt, GoHire do not undertake or warrant that the Referral Hub or Materials will be continuously available or error free). 

5.3 Payment of expenses. GoHire shall not be responsible for any expenses incurred by the Referral Partner unless such expenses have been agreed by GoHire in writing, in advance.

5.4 Freedom of GoHire not to pursue introductions. GoHire shall be under no obligation to:

5.4.1 follow up any introduction made by GoHire; or

5.4.2 enter into Referrals.

6. Confidential

6.1 Obligations of confidentiality. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 6.2.

6.2 Confidentiality exceptions. Each party may disclose the other party's confidential information:

6.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and

6.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3 Limited use of confidential information. No party shall use any other party's confidential information for

any purpose other than to perform its obligations under this Agreement.

6.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Referral Partner from GoHire shall be returned promptly to GoHire on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

7. Anti-Bribery

7.1 Anti-bribery compliance by the Referral Partner:

7.1.1 Compliance with Bribery Act 2010.  The Referral Partner shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (BA 2010);

7.1.2 Reporting obligation. The Referral Partner shall promptly report to GoHire any request or demand for any undue financial or other advantage of any kind received by the Referral Partner in connection with the performance of this Agreement.

7.2 A breach of this clause 7 by the Referral Partner shall be deemed a material breach under clause 11.3.1.

8. Data Protection

8.1 The parties acknowledge that for the purposes of the Data Protection Legislation, for any personal data within the Account Data supplied or made available by the Referral Partner to GoHire, GoHire shall be an independent data controller in relation to such Account Data.

8.2 The Referral Partner agrees that it shall:

8.2.1 comply with all Data Protection Legislation; and

8.2.2 only provide GoHire with Account Data when it is entitled to do so and shall ensure that it has all necessary consents and other rights in place to enable lawful transfer of the personal data within the Account Data to GoHire.

9. Limitation of Liability

9.1 Unlimited liability. Nothing in this Agreement shall limit or exclude GoHire’s liability to the Referral Partner for:

9.1.1 Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

9.1.3 Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

10. COMMENCEMENT AND DURATION

10.1 This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with clause 11.

11. Termination

11.1 GoHire may terminate this Agreement with immediate effect if there are no Referrals in effect and if the Referral Partner’s activities have resulted in no new Referrals for a period of at least 6 months.

11.2 Termination on notice. Either party may terminate this Agreement, for any reason by providing to the other not less than 30 days’ written notice.

11.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

11.3.1 the other party commits a material breach of any term of this Agreement which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so (and for the avoidance of doubt a breach of either clauses 2.3.4 or 2.3.5 shall be considered to be a material breach which is incapable of remedy);

11.3.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

11.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 

11.3.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

11.3.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

11.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

11.3.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

11.3.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

11.3.9 the other party (being an individual) is the subject of a bankruptcy petition or order;

11.3.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

11.3.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3.5 to clause 11.3.11 (inclusive); and/or

11.3.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.4 Termination for breach of compliance obligations. GoHire may terminate this Agreement on notice with immediate effect if the Referral Partner is in material breach of its compliance obligations in clause 7.

12. Consequence of Termination

12.1 Clauses to remain in force on termination. On termination of this Agreement, the following clauses shall continue in force: clause 1, clause 4, clause 6 and clause 12 to clause 22 (inclusive).

12.2 Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

12.3 On termination of this Agreement:

12.3.1 the Referral Partner will no longer be able to access the Referral Hub;

12.3.2 no further Commission will be payable by GoHire to the Referral Partner;

12.3.3 no further Referrals may commence; and

12.3.4 the Referral Partner shall immediately:

12.3.4.1 cease describing itself as a Referral Partner of GoHire; 

12.3.4.2 cease using the Referral Hub and the Materials and all of GoHire’s trade marks and logos, and information or documentation relating to the Services in its possession or control; and

12.3.4.3 promptly destroy or return to GoHire (at GoHire’s sole discretion) all information and documentation in its possession that the Referral Partner received from GoHire in the course of this Agreement.

13. No Partnership of Agency

13.1 No partnership or agency between the parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 

13.2 No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. Entire Agreement

14.1 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.

14.2 No reliance on matters outside agreement. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

14.3 Misrepresentation and misstatement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

14.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

15. Variation

15.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Assignment and other dealings

16.1 This Agreement is personal to the parties and, except in relation to a transfer to another group company or a transfer by GoHire to any entity which purchases the majority of shares in GoHire, neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

17. No Automative Waiver

17.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

18.1 Deemed modification or deletion. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

18.2 Obligation to negotiate compliance amendments. If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Notices

19.1 Form of notices.  Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

19.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:

19.2.1 if by hand, when delivered;

19.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

19.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed;

19.2.4 or, if sent by email, one Business Day after transmission.

19.3 Exclusions from notice provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution1.

20. Third Party Rights

20.1 No one other than a party to this Agreement shall have any right to enforce any of its terms.

21. Governing Law

21.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).