Referral Partner Agreement

To make a referral, notify Tom Hudson at Dexlab by email at tom@dexlabconsulting.co.uk. The notification must include the name of the Referred Contact and their business, a brief description of why you believe they are a good fit, and a confirmation that the Referred Contact is aware their details are being passed on.

The simplest way to make an introduction is a three-way email connecting the Referred Contact and Tom directly. This satisfies all of the above requirements in one step.

Dexlab will acknowledge receipt of every referral within two business days.

A referral qualifies for the Referral Fee if all of the following conditions are met:

• The Referred Contact was not previously known to Dexlab at the time of Introduction. A contact is considered previously known if Dexlab has had any direct communication with them in the 90 days before the Introduction. If no contact has occurred in that 90-day period, the referral qualifies regardless of whether Dexlab held the contact's details prior to that window.
• The Introduction is made during the term of this agreement.
• The Referred Contact signs and pays for a First Paid Engagement within the Referral Window.
• You have notified Dexlab of the Introduction in accordance with clause 2 before Dexlab begins any commercial discussion with the Referred Contact.

If a Referred Contact is introduced by more than one referral partner, the fee is payable to the partner whose Introduction was registered first.

The Referral Fee is £750 per qualifying referral.

Payment is triggered on the date Dexlab receives the first payment from the Referred Contact. Not on the date a contract is signed. Not on the date an invoice is raised. On the date cleared funds are received by Dexlab.

Dexlab will pay the Referral Fee within 14 days of that trigger date.

To receive payment you must provide either a valid invoice or your bank account details. If you are VAT registered, your invoice must state this and include VAT at the applicable rate. In that case Dexlab will pay £750 plus VAT. If you are not VAT registered, the fee is £750 with no VAT applicable.

The Referral Fee is the same regardless of the size or value of the First Paid Engagement. There is no sliding scale. There are no bonuses for multiple referrals.

Referral fees are income in your hands. You are responsible for declaring and accounting for any tax liability that arises.

The following do not qualify for a Referral Fee:

• Any individual or business that is already a Dexlab client at the time of Introduction.
• Any individual or business with whom Dexlab has had direct communication in the 90 days prior to the Introduction.
• Introductions made after this agreement has been terminated.
• Referred Contacts who do not proceed to a First Paid Engagement within the Referral Window.
• Self-referrals. You cannot refer your own business or any business in which you hold a material financial interest.

You agree to represent Dexlab accurately when making introductions. You must not make any promise or representation about Dexlab's services, pricing, availability or outcomes on Dexlab's behalf. You are not an agent of Dexlab and have no authority to commit Dexlab to anything.

You agree not to use any misleading or high-pressure tactics when encouraging a contact to engage with Dexlab. Referrals should be made because you genuinely believe the contact would benefit. Dexlab reserves the right to decline any referral or to decline to pursue a referred contact, without this affecting any other referral arrangements under this agreement.

When you pass a contact's personal details to Dexlab, you are sharing personal data. You confirm that:

• The Referred Contact is aware that you are passing their details to Dexlab and what for.
• You have a lawful basis under UK GDPR for sharing that data.

You and Dexlab are each independent data controllers in respect of any personal data you process under this agreement. Neither party acts as a data processor on behalf of the other.

Both parties agree to handle any personal data shared under this agreement in accordance with UK GDPR and the Data Protection Act 2018.

You agree to keep the terms of this agreement, including the Referral Fee amount, confidential. You may tell contacts that a referral arrangement exists if they ask, but you must not disclose the financial terms without Dexlab's prior written consent.

Dexlab will keep confidential any information you share about your clients or contacts, and will use it only for the purpose of following up the Introduction.

This agreement does not create a partnership, joint venture or employment relationship between you and Dexlab. You have no authority to act on Dexlab's behalf, enter into contracts in Dexlab's name, or make any representations about Dexlab's business, services or pricing.

This agreement begins on the date it is accepted and continues until either party ends it by giving written notice to the other.

Termination does not affect referrals that were already registered and are within their Referral Window at the point of termination. Those referrals remain eligible for the Referral Fee if the Referred Contact proceeds to a First Paid Engagement within the remaining window.

Neither party is liable to the other for any indirect, consequential or loss of profit arising from this agreement.

Dexlab's total liability to you under this agreement is capped at the total Referral Fees paid to you in the 12 months preceding the event giving rise to the claim.

Nothing in this clause limits liability for fraud, death or personal injury caused by negligence.

This agreement is governed by the law of England and Wales. Any dispute arising from it is subject to the exclusive jurisdiction of the courts of England and Wales.