Referral Partner Program Terms & Conditions

By signing up to the referral partner programme you agree to the following terms which are made on the date you submit your details to join the referral partner programme at steer73.com/referral-partner-programme.

PURPOSE

(A)

Steer73 is in the business of providing Digital Transformation services and wishes to appoint the Referral Partner to identify Prospective Clients and introduce them to Steer73.

(B)

The Referral Partner accepts the appointment as Referral Partner on the terms of this Agreement.

1

Definitions

Business Day

means any day other than a Saturday, Sunday or bank holiday;

Commencement Date

the date of execution of this Agreement.

Completed Transaction

means an agreement between Steer73 and a Prospective Client for the provision of the Services;

Confidential information

means all business, technical, financial or other information created or exchanged between the parties in the course of the Agreement;

Follow up

means an attempt by Steer73 to contact a Prospective Client using the details supplied by the Referral Partner pursuant to Sub-clause 3.2;

Introduction

means Steer73 being introduced to a Prospective Client by the method stated at clause 3.2;

Services

means the services provided by Steer73, as more particularly defined at Schedule 2; and

Prospective Client

means any person who is not an existing client of Steer73 and who has not been a client of Steer73 in the 24 month period prior to Introduction.

Unless the context otherwise requires, each reference in this Agreement to: (a) “writing", and any cognate expression, includes a reference to any communication effected by electronic mail, telex, facsimile transmission or similar means; (b) "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time; ( c) a Schedule is a schedule to this Agreement; and (d) a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

In this Agreement: (a) any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees; (b) any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity; (c) words importing the singular number include the plural and vice versa; and (d) words importing any gender include any other gender.

2

Appointment of Referral Partner

2.1

Steer73 appoints the Referral Partner to identify and Introduce to Steer73 Prospective Clients for the Services supplied by Steer73, pursuant to the terms and conditions of this Agreement, on a non-exclusive basis.

2.2

The Agreement shall commence with effect from the Commencement Date until this Agreement is terminated in accordance with Clause 10.

2.3

Steer73 shall pay to the Referral Partner a fee for each new client Introduced by them at the rate set out at Schedule 1 of this Agreement (“the Fee”).

2.4

Steer73 shall be entitled to supply the Services to clients notwithstanding those clients not having been Introduced to Steer73 by the Referral Partner.

3

Introduction of Prospective Clients

3.1

The Referral Partner shall use reasonable endeavour to identify and solicit Prospective Clients to Introduce to Steer73.

3.2

The Referral Partner shall:

(a)

provide Steer73 with sufficient contact details to enable Steer73 to contact the Prospective Client, such details to be provided in writing and to include the Prospective Client’s full name, email address and daytime telephone number

(b)

provide Steer73 with brief details as to what Services(s) in particular the Prospective Client requires;

(c )

ensure that the Prospective Client consents to being contacted by Steer73 in relation to the supply of the Services; and

(d)

ensure that all steps are taken in order for Steer73 and the Referral Partner to be able to process the contact details and all other information obtained by the Referral Partner or provided by the Referral Partner to Steer73 in accordance with applicable Data Protection Legislation.

3.3

The Referral Partner shall maintain a proper record of Prospective Clients Introduced to Steer73 pursuant to this Agreement and the dates on which such Introductions were made.

3.4

The Referral Partner shall ensure that all employees and agents are conversant with the Services supplied by Steer73 in order to facilitate the effective identification of Prospective Clients.

4

Obligations of Steer73

4.1

Steer73 agrees that it will take all reasonable steps to Follow-up all Introductions made by the Referral Partner with a view to reaching a Completed Transaction with the Prospective Client. If Steer73 decides not to contact a Prospective Client Introduced to it for any reason, Steer73 shall inform the Referral Partner within 10 working days of such a decision being made. Steer73 shall have no liability for and shall be under no obligation to Follow-up any Introduction made by the Referral Partner or enter into a Completed Transaction.

4.2

Steer73 shall maintain a proper record of Introductions, Follow-ups and Completed Transactions for the purpose of accurate payment of fees under Clause 5.

4.3

Steer73 shall provide the Referral Partner with such promotional and sales brochures and literature as is necessary from time to time in order for the Referral Partner to comply with its obligations under Sub-clause 3.4 above.

5

Fees and Payment

5.1

Steer73 will pay the Referral Partner the Fee for each Prospective Client Introduced to it in accordance with Schedule 1 for the first Completed Transaction in respect of each Prospective Client Introduced.

5.2

The Fee shall be payable only in respect of each Completed Transaction occurring within the 12 month period immediately following the Introduction of the Prospective Client to Steer73.

5.3

Steer73 will pay the Referral Partner the Fee by bank transfer by the last Business Day of each calendar month following that calendar month in which the Completed Transaction occurred.

5.4

The Referral Partner acknowledges and agrees that, where a client introduced by it subsequently cancels an agreement with Steer73 which attracted payment of a Fee and for which the Fee has been paid to the Referral Partner, the Referral Partner shall be liable to repay the Fee, pro rata in relation to the amount reimbursed by Steer73 to the client.

6

Relationship of the Parties

Subject to any provisions set out in this Agreement which are expressly to the contrary:

6.1

Nothing in this Agreement shall for any purpose constitute, or be taken to constitute: (a) a partnership between the parties; or (b) either party as an agent of the other party.

6.2

The Referral Partner shall have no right or authority to do any of the following, and it will not do so or purport to do so: (a) bind Steer73 in any way; or (b) on behalf of Steer73 make any representation or give any warranty or assume any obligation of any kind, whether express or implied, or incur any liability or do any act or enter into any contract.

6.3

The Referral Partner shall not produce any marketing material for Steer73's services or use Steer73’s name, logo or trade marks on any marketing material without Steer73’s prior written consent. The Referral Partner shall not, without Steer73’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Steer73’s marketing material.

7

Confidentiality

The parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of the agreement. This Clause 8 will not apply to: (a) any information which has been published or is in the public domain other than through a breach of this agreement; (b) information in the possession of the recipient party before the disclosure under this agreement took place; (c) information obtained from a third party who is free to disclose it; (d) information which a party is required by law to disclose. During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Referral Partner in order for the Referral Partner to seek out potential referrals. The Referral Partner will not share any of this proprietary information at any time. The Referral Partner also will not use any of this proprietary information for the Referral Partner’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party .

8

Data Protection

8.1

In this Clause 9: (a) “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and (b) “personal data” means personal data as defined in the Data Protection Legislation.

8.2

All personal data that either Steer73 or the Referral Partner (“First Party”) may use will be collected, processed, and held by that First Party in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the other party being, as the case may be, either Steer73 or the Referral Partner (“Other Party”) and the rights under the Data Protection Legislation of any third party.

8.3

Liability in respect to a breach of Data Protection Legislation shall be unlimited.

9

Indemnity & Limitation of Liability

9.1

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

9.2

Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach.

9.3

Subject to clause 9.1 and 9.2, the total liability of Steer73 to the Referral Partner in respect of all loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid in Fees by Steer73 to the Referral Partner during the entire term of this agreement.

10

Non-Circumvention

Steer73 and the Referral Partner hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fee, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.

11

Termination

11.1

Either party has the right to terminate this Agreement immediately if the other: (a) has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or (b) becomes insolvent or is the subject of a bankruptcy order.

11.2

Either party may terminate this Agreement for any other reason on giving not less than 10 days notice in writing to the other party.

11.3

No Fee shall accrue for any Introduction of a Prospective Client after the date on which this Agreement is terminated. Any Introduction occurring prior to termination which results in a Completed Transaction after termination shall accrue a Fee pursuant to Clause 5. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement.

11.4

Upon Termination of this Agreement any monies owed by the Referral Partner to Steer73 shall be payable immediately.

12

Nature of Agreement

12.1

This Agreement is personal to the parties and neither party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.

12.2

This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

12.3

Each party agrees that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.4

No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12.5

If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

12.6

Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

13

Notices and Service

13.1

Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by: (a) delivering it by hand; (b) sending it by pre-paid registered post; or (c) sending it by email, facsimile transmission or comparable means of communication to the other party at the address given in Sub-clause 13.4.

13.2

Any notice or information given by post in the manner provided by Sub-clause 13.1.2 which is not returned to the sender as undelivered shall be deemed to have been given on the 2nd day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

13.3

Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Sub-clause 13.1.2 to the other party at the address given in Sub-clause 13.4 within 24 hours after transmission.

13.4

Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

14

Set Off

Steer73 may withhold payment of, or make any deduction from, any invoice or other amount due to the Referral Partner by reason of any right of set-off or counterclaim which Steer73 may have or allege to have or for any reason whatsoever.

15

Jurisdiction

15.1

This Agreement shall be governed and construed in accordance with the Laws of England and Wales.

15.2

In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts

Fee Structure - Successful Referrals

A successful referral is classified as a qualified introduction to an organisation, not previously in contact with Steer73, that results in a paid Steer73 invoice by the referred organisation for any service that Steer73 offers.

The introduction must result in Steer73 having direct contact with the relevant stakeholders for the stated project.

Referral fees will only be paid for deals where a Steer73 invoice is paid by the referred organisation within 12 months of the referral being made.

Schedule 1: Referral fees, based on the final contract price of the first completed transaction

Upon successful payment of a Steer73 invoice for a first project within 12 months of the referral being made:

If a Standard Partner: 8% referral fee
If a Gold Partner: 11% referral fee

Upon successful payment to a Steer73 invoice for the resultant follow on work within 12 months of the referral being made:

If a Standard Partner: 8% referral fee
If a Gold Partner: 11% referral fee

Unsuccessful referrals

Steer73 will pay the referral partner a revised set of referral fees for referred projects that do not result in Steer73 being engaged in paid work if the following conditions are met:

The referred organisation is deemed to have a need that can be met by Steer73’s core services and discovery work leads to a proposal being requested by the referred organisation.

Steer73 submits a proposal to the referred organisation but the proposal is declined.

Steer73 is the only organisation that the referral was made to

Referral fee for qualifying unsuccessful referrals: £520

Tiers of partnership:

Standard Partner

All partners join the Steer73 referral partner programme as a Standard partner. After two successful referrals within a 12 month period, a partner qualifies to become a Gold Partner. The referral fees for the first two deals remain unaffected by promotion to a Gold Partner

Gold Partner

If a partner has referred two deals within the previous 12 month period, they qualify as a Gold Partner. From the 3rd deal onwards a revised referral fee will be paid.