Senseon Referral Scheme Terms (“Referral Terms”)
These Referral Terms govern the agreement under which Senseon Tech Ltd (“Senseon”) will pay a referral fee to an introducer (“Introducer”, “You”) for qualified referrals of new customers to Senseon (“the Agreement”). To be eligible to participate in the Senseon Referral Scheme You must accept these Referral Terms. By accepting these Referral Terms You acknowledge that You are acting in your personal capacity as an Introducer or, if acting on behalf of an organization, that you have authority to accept these Referral Terms on behalf of that organization.
The following definitions and rules of interpretation apply to these Referral Terms.
Commencement Date: has the meaning given to it in Clause 12.
Introduction: the provision to Senseon of the contact details of an individual at a Prospective Client who is of sufficient seniority to authorise or recommend the purchase of the Services from Senseon. Introduce, Introduces, and Introduced shall be interpreted accordingly.
Introduction Date: for each Prospective Client, the date on which the Introducer first Introduces such Prospective Client to Senseon.
Introduction Period: for each Prospective Client, the twelve (12) month period following the Introduction Date.
Party: Senseon or the Introducer as relevant (together “Parties”).
Prospective Client: a person to whom Senseon has not at any time previously provided any goods or services and with whom Senseon has not been in contact before the Introduction Date.
Referral Fee: has the meaning given to it in Clause 3.1.
Relevant Contract: a contract for the supply of Services entered into during the Introduction Period between Senseon and a Prospective Client who was Introduced by the Introducer.
Services: the services and goods provided by Senseon to its customers.
1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Writing. A reference to writing or written includes e-mail.
1.6 ”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.
1.7 Clauses. References to clauses are to the clauses of these Referral Terms.
2.1 Appointment. Senseon appoints the Introducer on a non-exclusive basis to identify Prospective Clients and to make Introductions of Prospective Clients in accordance with these Referral Terms.
2.2 Making Introductions. The Introducer will introduce Prospective Clients to Senseon in the manner prescribed by Senseon from time to time, for example by providing contact details directly to Senseon via Senseon’s website/partner portal, or by giving Prospective Clients a personalized sign-up URL to follow.
2.3 Duties of Introducer.
(a) Good faith. The Introducer shall act with good faith towards Senseon and not allow its own interests to conflict with its duties under these Referral Terms:
(b) Introductions. The Introducer shall use reasonable endeavours to make Introductions of Prospective Clients;
(c) Vetting. The Introducer shall allow Senseon to carry out reasonable vetting procedures on the Introducer and any Prospective Clients; and
(d) Compliance with instructions. The Introducer shall comply with all reasonable and lawful instructions of Senseon regarding Introductions.
2.4 Limited scope of authority.
(a) No authority to bind. The Introducer 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 Senseon in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised.
(b) No authority to contract or negotiate. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Senseon, 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.
2.5 Restriction on competing activities. The Introducer shall not, without the prior written consent of Senseon, perform duties similar to making Introductions, in the territories in which Senseon operates, on behalf of any person who provides services similar to the Services.
2.6 Obligation to disclose limits on authority. The Introducer must disclose to each Prospective Client 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 Senseon.
2.7 Marketing material. The Introducer shall not produce any marketing material for Senseon’s services and shall only provide Prospective Clients with marketing material produced by Senseon and provided by Senseon to the Introducer for the purpose of making Introductions.
2.8 Limits on representations. The Introducer shall not, without Senseon’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Senseon’s marketing material.
2.9 Consequential introductions. Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces Senseon to a third party who purchases Services from Senseon, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Senseon.
2.10 Introducer Warranties. The Introducer represents and warrants that: (i) it has the power and authority to enter into this Agreement on behalf of himself/herself or the party for whom he/she acts; (ii) it will comply with all its obigations as set out in these Referral Terms; (iii) it will only introduce Prospective Clients whom it reasonably believes have an interest in the Services and whose contact details it has a legal basis for holding and supplying to Senseon; (iv) by making an Introduction, it is not breaching any term of a contract to which it is a party including any contract of employment, and is not breaching any gifts or hospitality policy to which it is subject.
3. REFERRAL FEE AND PAYMENT
3.1 Referral Fee entitlement. The Introducer shall be entitled to the Referral Fee if a Prospective Client Introduced by the Introducer enters into a Relevant Contract.
3.2 Referral Fee amount. The amount of Referral Fee payable shall be £1,000 (Referral Fee). The Referral Fee shall be paid to the Introducer via direct bank transfer subject to receipt of the Introducer’s invoice.
3.3 Duty on Senseon to confirm Introduction and disclose Relevant Contract. Senseon shall notify the Introducer in writing when: (i) the Introducer makes a qualifying Introduction; and (ii) the date it enters into a Relevant Contract.
3.4 Invoicing of Referral Fee. The Introducer will invoice Senseon for the Referral Fee, together with any applicable VAT, and the due date for payment by Senseon of such Referral Fee shall be 30 days from the date of an undisputed invoice.
3.5 Currency of Referral Fee. Referral Fee shall be payable to the Introducer in pounds sterling.
3.6 Taxes. All sums payable under this agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question if applicable and if so invoiced by the Introducer;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
3.7 Exclusions from Referral Fee. No Referral Fee or other compensation shall be payable where:
(a) Senseon contracts with a third party in the circumstances described in Clause 2.9; or
(b) the Introducer is an employee, director, contractor or investor of Senseon; or
(c) the Introducer is an employee, director, contractor, or investor of the Prospective Client or in any way connected to the Prospective Client as determined solely by Senseon; or
(d) the Introducer is in breach of any of the terms of this Agreement;
(e) the Introducer makes Introductions which, in Senseon’s sole judgment, are in any way false, incorrect, or misleading, or are an attempt to abuse the Senseon Referral Scheme in any way.
3.8 Continuing obligation to pay Referral Fee. Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this Clause 3 and Senseon’s obligation to pay an undisputed Referral Fee to the Introducer in accordance with it.
4. OBLIGATIONS OF SENSEON
4.1 Good faith. Senseon must at all material times act in good faith towards the Introducer.
4.2 Provision of information. Senseon shall, where reasonable, provide the Introducer with marketing information for and details of the Services, and information about Senseon to help the Introducer make referrals of Prospective Clients.
4.3 Payment of expenses. Senseon shall not be responsible for any expenses incurred by the Introducer.
4.4 Freedom of Senseon not to pursue Introductions. Senseon shall be under no obligation to:
(a) follow up any Introduction made by the Introducer; or
(b) enter into a Relevant Contract.
5.1 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 or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 5.2.
5.2 Confidentiality exceptions. Each Party may disclose the other Party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under these Referral Terms. 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 5; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 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.
5.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from Senseon shall be returned promptly to Senseon on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.
6.1 Compliance. Each Party shall at its own expense comply with all laws and regulations relating to its activities under these Referral Terms, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
7.1 Anti-bribery compliance by Introducer:
(a) Compliance with Bribery Act 2010. The Introducer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010);
(b) Conduct outside the UK. The Introducer shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;
(c) Compliance with Senseon’s policies. The Introducer shall comply with Senseon’s ethics and anti-bribery policies as Senseon may update them from time to time and which are available on request (Relevant Policies);
(d) Introducer’s policies and procedures. The Introducer shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 7.1(b), and will enforce them where appropriate;
(e) Reporting obligation. The Introducer shall promptly report to Senseon any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with making Introductions;
(f) Compliance certification. The Introducer shall, upon request by Senseon, certify to Senseon in writing compliance with this clause by the Introducer and all persons associated with it. The Introducer shall provide such supporting evidence of compliance as Senseon may reasonably request.
7.2 Senseon shall be entitled to carry out due diligence on the Introducer and Prospective Clients to ensure compliance with this clause.
8. DATA PROTECTION
(a) Agreed Purposes: The performance by each Party of its obligations under these Referral Terms, and the promotion of the Services for the purpose of the Introducer making Introductions.
(b) Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
(c) Data Protection Legislation: 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).
(d) Permitted Recipients: The Parties, the employees of each Party, any third parties engaged to perform obligations in connection with this agreement.
(e) Shared Personal Data: the personal data to be shared between the parties under these Referral Terms. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
Names of Prospective Clients, their company name, size of company and their job title;
Email address and/or physical office address of Prospective Clients;
Work or mobile telephone numbers of Prospective Clients;
Prospective Client’s relationship to the Introducer.
8.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the Parties as data controllers. Each party acknowledges that one party (the Data Discloser) may disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
(a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of these Referral Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data obtained from the Data Discloser outside of the European Economic Area unless the prior written consent of the data subject has been obtained:
8.3 Compliance: Each Party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate these Referral Terms with immediate effect.
8.4 Mutual assistance. Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:
(a) consult with the other Party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other Party about the receipt of any data subject access request;
(c) provide the other Party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other Party.
(e) assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other Party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause.
8.5 Indemnity. The Introducer shall indemnify Senseon against all claims and proceedings and all liability, loss, costs and expenses incurred by Senseon as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the Introducer of the Data Protection Legislation by the Introducer, its employees or agents, provided that Senseon gives to the Introducer prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
9. LIMITATION OF LIABILITY
9.1 Unlimited liability. Nothing in these Referral Terms shall limit or exclude the liability of either Party for:
(a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
(b) Fraud. Fraud or fraudulent misrepresentation.
(c) Liability under indemnities. Liability under the indemnity contained in clause 8.5.
(d) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.
9.2 Limitations of liability. Subject to Clause 9.1 above:
(a) Loss of profit, revenue, goodwill, or anticipated savings. Neither Party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit, sales, revenue, or business;
(ii) loss of anticipated savings;
(iii) loss of or damage to goodwill;
(iv) loss of agreements or contracts;
(v) loss of use or corruption of software, data or information;
(vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
(vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
(b) Total cap. The total liability of either Party to the other in respect of all loss or damage arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in respect of all claims (connected or unconnected) in any consecutive twelve (12) month period, to the equivalent amount of Referral Fee paid by Senseon to the Introducer in that period.
9.3 No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10. TERM AND TERMINATION
10.1 The Agreement shall be deemed to commence on the earlier of the date these Referral Terms are accepted by the Introducer or the date that the Introducer makes its first Introduction to Senseon (Commencement Date), and shall continue, unless terminated earlier in accordance with this clause, until either Party gives to the other Party one (1) month notice to terminate.
10.2 Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(b) 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, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(c) any encumbrancer takes possession or, or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the other Party or if the other Party makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other Party) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the other Party or if the other Party ceases or threatens to cease to carry on business.
10.3 Termination for breach of compliance obligations. Senseon may terminate this agreement on notice with immediate effect if the Introducer is in breach of any of its obligations in clauses 6, 7 or 8.
11. CONSEQUENCES OF TERMINATION
11.1 Clauses to remain in force on termination. On termination of the Agreement, the following clauses shall continue in force: Clause 1, Clause 3, Clause 5 and Clause 11 to 21 (inclusive).
11.2 Accrued rights. Termination of the 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. NO PARTNERSHIP OR AGENCY
12.1 No partnership or agency between the parties. Nothing in these Referral Terms is intended to, or shall be deemed to, establish any partnership or joint venture between 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.
12.2 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.
13. ENTIRE AGREEMENT
13.1 Entire agreement. These Referral Terms constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 No reliance on matters outside agreement. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Referral Terms.
13.3 Misrepresentation and misstatement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Referral Terms.
13.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.
No variation of the Referral Terms shall be effective unless it is in writing and signed by an authorized representative of Senseon.
15. ASSIGNMENT AND OTHER DEALINGS
The Introducer shall not 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.
16. NO AUTOMATIC WAIVER
16.1 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.
16.2 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.
17.1 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.
17.2 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.
18.1 Form of notices. Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and sent by confirmed email to firstname.lastname@example.org in the case of Senseon, or the email address that the Introducer uses when agreeing to these Referral Terms, in the case of the Introducer.
18.2 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 resolution.
19. THIRD PARTY RIGHTS
No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
20. GOVERNING LAW
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.
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).
This Agreement has been entered into on the date that these Referral Terms are accepted by the Introducer.