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Affiliate Referral Agreement

This agreement is made by and between:

Ember Digital Limited, a company incorporated and registered in England and Wales (registered number 11822163) whose registered office is 15 Bishopsgate, London, EC2N 3AR, United Kingdom (the “Company”); and
Partner (“Affiliate”);
each a “Party” and together the “Parties”.

1. Overview

This agreement sets out the commercial rules and technical implementation for a referral programme between the Parties, whereby the Affiliate sends Referred Customers to the Company and the Affiliate is remunerated for the following actions:

The Affiliate will send the Company pre-qualified leads of small businesses or pre-formed startups looking to use our accountancy software and service.

2. Agreement Term

This effective date of this agreement is the date that the terms have been agreed by the Affiliate (the “Commencement Date”), and it will continue for 12 months from the Commencement Date, unless otherwise terminated in accordance with this agreement.

3. Valid Referral

A “Referred Customer” is a customer who is introduced to the Company by the Affiliate during the term of this agreement under the following conditions:

  • The affiliate needs to refer the lead via the tracking link provided in order to qualify for the referral fee.
  • If it can be proved that the Company had a pre-existing relationship with the lead via email trail or other evidence, the Affiliate will not qualify for the referral fee of the lead.
  • Only once the lead converts into a paying customer after they have paid their first monthly fee will the Affiliate qualify for the referral fee.

4. Customer Landing Page / Tracking URL

  • The Affiliate should direct customers to the custom landing page or tracking URL available in their Affiliate Portal.
  • The customer will click on the URL and be directed to the Company’s sign-up process. The Company will record that the customer was referred by the Affiliate.
  • The Affiliate should explain to the customer that they should mention to the Company that they were referred by the Affiliate.
  • The Parties will periodically review the list of Referred Customers and, in case of discrepancies between the expected and actual data, will act in good faith to resolve by mutual agreement.

5. Purchases Included in the Commission Structure

The following products and services (“Qualifying Revenue”) will earn commission for the Affiliate:

  • Ember monthly subscription fee

6. Commission Structure

Qualifying Revenue will be totalled up quarterly at the end of each calendar quarter (the “Payment Period”) and the Affiliate will earn a commission based on Qualifying Revenue generated during that Payment Period.

Commission Rate:
Per lead that converts into a paying customer: £100

Where the Commencement Date is midway through a Payment Period, then any Qualifying Revenue generated in that incomplete Payment Period will be added to the next full Payment Period and be counted as being made in that first full Payment Period for commission calculation purposes.

7. Earnout Period

For any Referred Customer, the Affiliate is entitled to a commission on any Qualifying Revenue received from that Referred Customer for the specific purchase that the Affiliate referred the customer for, and no other. This term will be taken to apply to all Qualifying Revenue unless any further entitlement to commission continuing past this time is specified elsewhere in this agreement.

8. Payment Terms

Within 14 days after the end of each calendar quarter the Company will provide a summary of any payout. The summary will specify:

  • what Qualifying Revenue was generated in the relevant period; and
  • the commission payable on the remitted Qualifying Revenue.

Additional terms:

  • Only remitted Qualifying Revenue will be taken into consideration when calculating commission.
  • Invoiced but unpaid Qualifying Revenue will roll into the next period unless the Company elects otherwise.
  • Commission is calculated on post-discount value in case of refunds/discounts.
  • No commission is payable for full refunds.
  • The Affiliate must issue an invoice with payment details. Payment is due within 30 days of invoice.
  • The Company reserves the right to alter pricing or plans and will notify the Affiliate if materially affecting commissions.

9. Consequential Introductions

Where a Referred Customer introduces the Company to a third party who independently purchases products/services, the Affiliate will not be deemed to have referred the third party.

10. Disputes

  • Either Party must notify the other in writing of any complaints, disputes or litigation.
  • Each Party will hold the other harmless in case of litigation.
  • The Affiliate has 30 days from receiving a commission summary to dispute it.
  • The Company will investigate any dispute and, if agreed, revise the commission.
  • Overpayments will be recovered or deducted from future payments.
  • If unresolved, the dispute will be escalated to senior management.

11. Limitation of Liability

Nothing in this agreement limits liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • anything unlawful to exclude or restrict.

Neither Party will be liable for:

  • loss of profit, revenue, contracts, or goodwill;
  • loss of data or anticipated savings;
  • indirect or consequential loss.

Total liability is capped at the total commission paid or payable under this agreement.

12. Notices

All notices must be in writing and sent via email:

Deemed received at time of sending unless outside working hours (then next working day at 9:30am).

13. Information to Be Provided

Either Party will provide reasonably requested data or documents as required to fulfill obligations or comply with applicable law.

14. No Joint Venture

Neither Party may bind the other, act as agent, or make warranties on the other's behalf.

15. Use of Trading Names

  • No use of names, branding, or logos without prior written consent.
  • A branding pack may be provided and reviewed by the Company prior to use.

16. Confidential Information

All information acquired during the term of this agreement will remain confidential unless disclosure is required by law.

17. Data Protection

Each Party will comply with data protection laws including:

  • UK Data Protection Act 2018;
  • GDPR (EU 2016/679) as applicable.

18. Renewal, Termination, Assignment, Waiver

  • Agreement reviewed in the final 30 days; may renew for 12 months.
  • Either Party may terminate on 14 days' notice or immediately with cause.
  • Commissions accrued before termination are payable.
  • Agreement is non-assignable without consent.
  • Either Party may terminate immediately with cause if:
  • there is material breach;
  • a material adverse change occurs;
  • insolvency or winding-up;
  • reputational harm is likely.

If terminated without cause, commissions for existing Referred Customers remain payable. If terminated with cause, only accrued commissions at the termination date are payable.

19. Entire Agreement

This agreement is the entire agreement between the Parties and supersedes any prior agreements.

20. Third Party Rights

No third party shall have rights to enforce any terms under this agreement.

21. Severance

If any part of this agreement is found unenforceable, the rest remains effective. Where possible, the provision will be modified to be valid and enforceable.

22. Governing Law

This agreement is governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

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