Client Referral Agreement
You, (“the Referrer”) are an Existing Client of Mushroombiz onboarding online to our client referral scheme via https://ideas.mushroombiz.co.uk/mushroombizreferrals/:
Mushroom Management Ltd incorporated and registered in England and Wales with company number 10693088 whose registered office is at Third Floor, The Library Building, Tewkesbury, Gloucestershire, England, GL20 5NX;
The Company is in the business of servicing SMEs and is operating a referral scheme.
The Referrer may from time to time be a part of this referral scheme by referring a potential Client to the Company for a referral fee.
The Parties agree to the following:
- The referral fee shall be calculated as per Schedule A on the net value of service retainers sold by the Company as a direct result of a Client committed and paying in contract with the Company. Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honoured by a financial institution. Subsequent sales of goods or services to the referred Client shall not be subject to a referral fee, unless these are sold as a result of the introduction of those services to the Client by the Referrer.
- Subject to clause 1, referral fees will not be paid for referrals to business who are already Clients or prospects of Mushroom Management Ltd or any Related Companies owned by or associated with tlamGroup Limited or Surman Holdings Limited.
- Placement of advertisements and referral methods for the Company are at the sole discretion of the Referrer. However, in order to solicit sales, the Referrers shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by the Company unless authorized in writing by the Company to do so. The Company reserves the right to approve and disapprove of any advertising placed by the Referrer, including sharing on social media platforms.
- The Referrer may make use of the Company’s logos and trademarks for the sole purpose of promoting the Company’s goods or services. Any such use shall be in accordance with the Company’s trademark policies. It is expressly understood that this referral agreement does not grant the Referrer any interest in the Company’s trademarks or any other intellectual property rights.
- The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Referrer position itself as affiliated to the Company, except as an independent referrer. In view of this independent relationship the Referrer shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company.
- This referral agreement does not grant exclusive rights to the Referrer to act as referrer on behalf of the Company and the Referrer shall have no rights under any other agreements entered into by the Company with other Referrers.
- The Referrer agrees not to disclose any confidential information pertaining to the Company’s goods or services nor that of prospective or existing Clients to any third party. The Referrer may do follow-up enquiries with its referred Clients to confirm their purchase and to gather feedback about their experience with the Company’s goods or services as supplied.
- Either party may terminate this referral agreement at any time by giving the other party 10 days prior written notice. Upon termination by either party all outstanding referral fees due to the Referrer at that time shall be settled in full within 90 days.
- Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to this agreement.
- This agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.
Schedule A – Referral Structure
- Referral fees are applied as discounts and apply to monthly and annually retained services and one-off services on the First Schedule of services as a result of the introduction of the Client by the Referrer and are set out in the table below.
|Applicable Services||Discount Rate||Minimum Monthly Referral Value||
All Professional Services
All Commercial Services
|5% off the Referrers current invoices up to a cap of 30% which equates to 6 referrals.||£150||30 days after receipt of payment from the Client.|
- Upon receipt of payment from the Client for any of the services, the Referrer is rewarded a referral fee of the following rates in the above table.
- If the Referral Fee is a Discount Rate, then the maximum discount available to the Referrer is 30%.
- Referral fees are paid to the Referrer on the respective payment terms set out in the above table. If the Client does not pay the Company for the services delivered, the Company is unable and will not pay referral fees to the Referrer.
- As set out in the table above, payments of invoices for referrals relating to Monthly Retained Services are withheld if the value of the Referral Fee is below the Minimum Monthly Referral Value.
- The Referral Fee is rolled over on a monthly basis until the value of the Referral Fee exceeds the Minimum Monthly Referral Value.
- In the unlikely event that referrals remain under the Minimum Monthly Referral Value for the duration of the contractual relationship between the Client and the Company, the Referrer is paid 30 days after the Client ceases its relationship with the Company.
- If a Client downgrades the services rendered by the Company on a monthly basis, the Referral Fee will be adjusted to maintain the same Referral Fee Rate from the month at which the Client downgraded.
- If a Client ceases to be a Client of the Company, then the Referral Fee ceases to be valid, available and due to the Referrer from the period the Client terminated the Company’s services.
- If a Client is a Referrer and then ceases to be a Client of Mushroombiz, the Referral Fee becomes ceases to be valid.
- Subsequent Services delivered by the Company for the Client are exempt from this agreement.
- Referral fees are not paid out for or applicable on:
- subsequent sales of services made by Mushroom staff to the Client;
- any cost of sale or service we incur as a cost to deliver the services to the Client;
- software licenses we incur as a cost to deliver the services to the Client;
- any expenses relating to consulting excluded but not limited to:
- Expert Witnesses; and
- Any other disbursements or indirect expenses the Company may incur whilst carrying out the services to the Client.
Annually Retained Services: Services rendered to the Client on an annual basis.
Company: MUSHROOM MANAGEMENT LTD (CRN: 10683088).
Client: A person or corporate entity procuring services from the Company.
Existing Client: Means a Client who already uses the Company’s services and wished to become a Referrer.
First Schedule: The initial schedule of services or Service Order Form signed by the Client.
Maximum Referral Period: 12 calendar months.
Minimum Monthly Referral Value: The minimum amount of money due before an invoice can be paid to the Referrer.
Monthly Retained Services: Services rendered to the Client on a monthly basis.
Referrer: The person or corporate entity named in this referral agreement.
Related Companies: Tlam Group Limited and its subsidiaries and affiliate companies.
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