You are on page 1of 3

SwiftScale Referral Agreement



1. SwiftScale Ltd ("we”/ “us”/ “our")

2. ____________________________________ ("you”/ “your")


A. We wish to refer customers to you.

B. You will pay us fees with respect to referrals from us on the terms set out in this agreement.

Operative Provisions

1. Introductions

1.1 Independent contractor

Under this agreement, we may introduce potential customers to you (“a Referral”). We are an independent contractor and not
your employee, agent or partner. The arrangements are non-exclusive and either party may enter into similar agreements with
third parties.

1.2 Termination

Either party may terminate this agreement with immediate effect without specifying any reason for termination and without
further liability to the other party save as expressly set out in this agreement. This agreement is not subject to any minimum

2. Terms of Introduction

2.1 Referral process

We will use best endeavors to refer customers to you .

2.2 Information regarding introductions

We will provide reasonable information regarding the circumstances relating to a Referral.

3. Fees

3.1 Fees

Where a third party purchases products / services from you as a result of a Referral (a “Successful Referral”), you will pay us the

referral fees in accordance with clause 3.2. All amounts stated are exclusive of VAT. Where VAT is payable in addition to any
such amounts, it will be payable by you in addition to the amounts stated. Payments by you of any amounts will not be subject to
any set-off or to the deduction of any withholding tax.

3.2 Introducer and Fee Calculations

For each Successful Referral, you will pay to us:

(a) in respect of the first payment received from a Successful Referral, a fee equal to 15% of such payment; and in respect
of subsequent payments received from a Successful Referral over a maximum period of 24 months from the date the
Successful Referral first became a customer, a fee equal to 15% of each such payment.

All invoices are payable within 30 days of the relevant invoice date.

3.3 Notice Date

You will notify us of any Successful Referrals as soon as reasonably possible following signature, and in any event within 14
days from agreement of terms with the applicable customer. Such notices will be sent by email to

4. General Provisions

4.1 Costs

Each party must pay its own costs in relation to the negotiation, preparation, execution, and performance of this agreement.

4.2 Assignment

A party must not transfer any right or liability under this agreement without the prior consent of the other party, except
where this agreement provides otherwise.

4.3 Indemnity and Liability

You indemnify us on a continuing basis against all or any losses or damages suffered by us as a consequence of you or any
person acting on your behalf failing to observe the provisions of this agreement, or any applicable legislation.

4.4 Notices

Any notice must be in writing and may be served by delivery in person or by first class recorded post or by email. If
delivered in person or by email the deemed delivery date shall be the date of transmission. If delivered by post, the deemed
delivery date shall be the following business day.

4.5 Governing law and jurisdiction

This agreement and any non-contractual matters arising out of or in connection with it is governed by and construed under the
law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

4.6 Waivers
Any failure by a party to exercise any right under this agreement does not operate as a waiver. The single or partial exercise of
any right by that party does not preclude any other or further exercise of that or any other right by that party.

4.7 Severability

If a clause of this agreement is invalid in a jurisdiction, it shall not invalidate or affect the remaining clauses of this agreement or
the validity of that clause in any other jurisdiction.

4.8 Counterparts

This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Executed as an agreement on the date stated at the head of this agreement.

Signed on behalf of SwiftScale Ltd by:

Print name:




Company address:

174d Pentonville Road, London, United Kingdom, N1 9JP


Signed on behalf of _________________________ by its authorised representative:

Print name:




Company address: