POSable Authorised Referral Partner Agreement

Version: Final v1.0  |  Status: Final

AUTHORISED REFERRAL PARTNER AGREEMENT

This Authorised Referral Partner Agreement ("Agreement") is entered into between:

POSable Ltd, a company registered in England and Wales, whose registered office is at 5 Beach Road, Perranporth, Cornwall, TR6 0JL ("POSable", "we", "our", or "us")

and

Partner Name: _______________

("Partner", "you", or "your")

Effective Date: _______________

POSable LLC, a Wyoming limited liability company whose registered office is at 30 N Gould St Ste N, Sheridan, WY 82801, is owned and operated by its parent company, POSable Ltd. Where the Partner refers or services customers in the United States, references to "POSable" in this Agreement include POSable LLC, and POSable LLC shall be entitled to the same rights and subject to the same obligations as POSable Ltd under this Agreement in respect of such customers.

1. Purpose

The purpose of this Agreement is to appoint the Partner as a non-exclusive Authorised Referral Partner of POSable.

The Partner may introduce prospective customers to POSable and, where appropriate, assist in demonstrating or recommending the POSable software platform.

This Agreement does not appoint the Partner as an employee, agent, distributor, franchisee or legal representative of POSable.

2. Appointment

POSable appoints the Partner as an Authorised Referral Partner on a non-exclusive basis.

The Partner may market and recommend POSable in accordance with this Agreement.

Nothing in this Agreement prevents POSable from:

• Selling directly to any customer.
• Appointing additional partners.
• Accepting referrals from multiple partners.
• Marketing in any territory.
• Appointing partners within the same geographical area.

No territorial rights or exclusivity are granted under this Agreement.

3. Nature of the Relationship

The Partner acts as an independent business.

Nothing contained within this Agreement creates:

• an employment relationship
• a partnership
• a joint venture
• an agency relationship; or
• authority to legally bind POSable.

The Partner shall not represent themselves as having authority to contract on behalf of POSable.

4. Customer Ownership

All customers referred under this Agreement become customers of POSable.

POSable retains sole ownership and control of every customer relationship.

POSable shall have sole responsibility for:

• customer onboarding
• software licensing
• subscription agreements
• customer billing
• subscription renewals
• software updates
• technical support (unless otherwise agreed)
• account management
• product development.

The Partner acquires no ownership, equitable interest or continuing commercial rights in any referred customer beyond the one-time referral fee described within this Agreement.

5. Referral Process

The Partner shall submit referrals using the referral process specified by POSable.

A referral shall only qualify where:

• it is submitted through an approved referral method
• the customer is not already an active POSable customer
• the customer is not already engaged in an active sales process with POSable
• the referral is accepted by POSable.

POSable reserves the right to determine whether a referral qualifies.

6. Referral Protection

Where multiple Partners refer the same prospective customer, POSable shall recognise the first valid referral received.

Referral protection shall remain valid for 90 days from acceptance of the referral.

If the customer has not entered into a subscription agreement during that period, referral protection shall expire.

Following expiry, the customer may be referred by another Partner or approached directly by POSable.

POSable's decision regarding referral entitlement shall be final.

7. Referral Fees

The Partner shall receive a one-time referral fee for each qualifying customer that successfully subscribes to POSable.

The applicable referral fee shall be specified within the current Partner Commercial Schedule.

Referral fees are payable once only and shall not give rise to any continuing entitlement.

Unless otherwise agreed in writing:

• no recurring commission shall be payable
• no renewal commission shall be payable
• no residual income shall be payable
• no commission shall be payable on subscription renewals
• no commission shall be payable on customer upgrades, downgrades or additional products or services purchased after the initial qualifying subscription.

A referral fee shall only become payable where the referred customer has remained an active paying subscriber in good standing for a continuous period of ninety (90) days from the commencement of their subscription.

During the qualification period:

• the subscription must remain active
• all subscription payments must remain valid
• no refund shall have been issued
• no payment reversal or chargeback shall have occurred
• the customer must not have breached their subscription agreement resulting in suspension or termination.

Once the ninety (90) day qualification period has successfully elapsed, the referral fee shall become payable in accordance with the Commercial Schedule.

8. Circumstances Where No Referral Fee Is Payable

No referral fee shall become payable where, before completion of the ninety (90) day qualification period:

• the customer exercises any applicable statutory or contractual cancellation rights
• the subscription is cancelled
• the subscription is refunded
• a payment is reversed
• a chargeback is received
• subscription payments fail
• the customer account is suspended or terminated
• the customer materially breaches their subscription agreement
• POSable reasonably believes the referral involves fraud, abuse or other improper conduct.

In such circumstances the referral shall be deemed not to have qualified.

8.1 Clawback of Referral Fees

Where a referral fee has already been paid to the Partner, and POSable subsequently issues a refund, credit or goodwill payment to the referred customer in respect of the qualifying subscription (including any discretionary goodwill refund issued under POSable's Terms of Service), POSable shall be entitled to reclaim the corresponding referral fee from the Partner.

POSable may recover such amounts by:

• offsetting the amount against any future referral fees payable to the Partner; or
• invoicing the Partner directly for the amount, payable within thirty (30) days of invoice.

This clause applies regardless of whether the refund, credit or goodwill payment was issued before or after expiry of the ninety (90) day qualification period referred to in Section 7.

9. No Continuing Rights

Following payment of the referral fee:

• the Partner has no continuing commercial interest in the customer
• the Partner has no right to future commissions
• the Partner has no right to subscription renewals
• the Partner has no ownership of the customer relationship
• the customer remains solely a customer of POSable.

10. Payment Provider Relationships

Partners may independently recommend or resell payment processing services offered by third-party providers.

Where the Partner maintains its own agreement with a payment provider, any commissions earned under that separate agreement belong solely to the Partner.

POSable makes no claim over such commissions.

10.1 Exception Where a Customer Has Been Referred to a POSable Payment Partner

Where POSable has referred, introduced or onboarded a customer to a third-party payment processing partner under a separate partnership arrangement between POSable and that payment provider (a "POSable Payment Partner"), the Partner shall not, in respect of that customer:

• recommend, solicit or facilitate the customer's move to a payment processing service that competes with the relevant POSable Payment Partner's services; or
• otherwise cause or encourage that customer to terminate or reduce its use of the relevant POSable Payment Partner's services,

for so long as POSable owes equivalent non-solicitation or preferred-partner obligations to that POSable Payment Partner, and for any period afterwards during which such obligations continue to apply under the terms of POSable's agreement with that POSable Payment Partner.

This clause does not restrict the Partner's ability to recommend third-party payment providers generally, and applies only to customers who have already been placed with a POSable Payment Partner through POSable.

11. POSable Integration Partnerships

POSable maintains software integration partnerships with payment providers.

Any commissions, rebates, incentives, referral income, transaction revenue, revenue share or other commercial benefits arising from those partnerships belong exclusively to POSable.

The Partner shall have no entitlement to any such payments.

These arrangements are entirely separate from this Agreement.

12. Pricing

POSable retains sole discretion over:

• subscription pricing
• discounts
• promotional offers
• subscription plans
• commercial bundles.

Partners shall not advertise unauthorised pricing or discounts.

13. Partner Responsibilities

The Partner agrees to:

• represent POSable professionally
• provide accurate information
• comply with applicable laws
• avoid misleading or deceptive statements
• use approved marketing materials only
• protect confidential information
• maintain the reputation of POSable.

14. Authority Limitations

The Partner shall not:

• alter customer agreements
• negotiate bespoke contractual terms
• promise future software features
• guarantee future development
• amend pricing
• issue invoices on behalf of POSable
• make legal commitments on behalf of POSable.

Only authorised representatives of POSable may enter into contractual agreements with customers.

15. Marketing Materials

POSable may provide logos, brochures, screenshots and other marketing materials.

The Partner:

• may use such materials solely for promoting POSable
• shall comply with current branding guidelines
• shall not modify branding without written permission
• shall cease using all branding immediately upon termination.

16. Intellectual Property

All intellectual property relating to POSable remains the exclusive property of POSable.

Nothing contained within this Agreement grants the Partner ownership of:

• software
• trademarks
• logos
• branding
• documentation
• source code
• APIs
• databases
• designs.

The Partner shall not:

• copy
• modify
• reverse engineer
• sublicense
• redistribute
• create derivative works.

17. Confidentiality

Both parties shall keep confidential all commercially sensitive information disclosed during the relationship.

This obligation survives termination of this Agreement.

18. Data Protection

Each party shall comply with applicable data protection legislation, including:

• UK GDPR
• Data Protection Act 2018.

Customer information shall only be transferred where lawful and necessary for the referral process.

19. Compliance

The Partner shall comply with all applicable laws and regulations.

The Partner shall not engage in misleading, deceptive or unlawful sales practices.

20. Fraudulent or Artificial Referrals

POSable reserves the right to refuse, withhold or recover any referral fee where it reasonably believes that:

• a referral has been generated fraudulently
• multiple customer accounts have been created to obtain referral payments
• false or misleading customer information has been supplied
• the referral process has been manipulated
• the Partner has acted dishonestly or in bad faith
• the referral is otherwise contrary to the spirit or intent of this Agreement.

POSable may investigate any referral before payment is made.

Any determination shall be made reasonably and in good faith.

21. Term and Termination

This Agreement shall continue until terminated.

Either party may terminate this Agreement by providing thirty (30) days' written notice.

POSable may terminate immediately where the Partner:

• breaches this Agreement
• damages the reputation of POSable
• engages in fraudulent or misleading conduct
• becomes insolvent
• breaches applicable law.

Termination shall not affect referral fees already earned and approved before termination, subject to Section 8.1 (Clawback of Referral Fees).

22. Effect of Termination

Upon termination the Partner shall immediately cease:

• representing themselves as an Authorised Referral Partner
• using POSable branding
• using confidential information except where legally required.

Customers referred before termination remain customers of POSable.

23. Limitation of Liability

Neither party shall be liable for indirect, consequential or special losses arising from this Agreement.

POSable's total liability under this Agreement shall not exceed the total referral fees paid to the Partner during the preceding twelve (12) months, except where liability cannot lawfully be excluded.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the Partner Programme.

No verbal representations shall modify this Agreement.

Any amendment must be agreed in writing by both parties.

25. Governing Law

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

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising under this Agreement.

Schedule A – Commercial Terms

Referral Fee Structure

The referral fee payable for each qualifying customer is determined by the POSable subscription plan the customer subscribes to, as set out below by plan tier. Current subscription pricing for each tier is published on www.posable.co.uk and is not restated here, since pricing may change from time to time in accordance with Section 3.3 of POSable's Terms of Service.

If POSable changes its subscription pricing or plan structure, the referral fees above remain payable at the stated amounts unless POSable issues an updated Commercial Schedule. POSable will give Partners reasonable notice of any change to this Schedule, and the updated Schedule will apply to referrals accepted after the date the update takes effect. Referrals accepted before that date remain governed by the Schedule in force at the time of acceptance.

Referral Qualification

Referral fees become payable only where:

• the customer remains an active paying subscriber for a continuous period of 90 days from commencement of the subscription
• all subscription payments remain valid
• no refund has been issued
• no chargeback or payment reversal has occurred
• the customer remains in good standing throughout the qualification period.

Referral fees already paid remain subject to clawback under Section 8.1 if a qualifying refund, credit or goodwill payment is later issued to the customer.

Payment Timing

Referral fees will normally be paid within 30 days following successful completion of the ninety (90) day qualification period.

POSable reserves the right to offset or withhold payment where there is a genuine dispute regarding eligibility.

Schedule B – Partner Code of Conduct

Authorised Referral Partners shall:

• Act honestly and professionally.
• Treat customers fairly.
• Avoid misleading statements.
• Accurately represent POSable's products and services.
• Protect confidential information.
• Respect applicable data protection legislation.
• Protect the reputation of POSable.
• Report suspected fraud or abuse.
• Cooperate with POSable where customer issues arise.

Failure to comply with this Code of Conduct may result in suspension or termination of Partner status.

Guiding Commercial Principle

The POSable Authorised Referral Partner Programme is founded upon a simple commercial principle: Partners introduce customers to POSable. POSable supplies, licenses, bills, owns, supports, develops and retains those customers. Partners receive a one-time referral fee once the customer has successfully completed the ninety (90) day qualification period. Any commissions earned independently by the Partner through separate agreements with payment providers remain the Partner's responsibility and entitlement, except where a customer has already been placed with a POSable Payment Partner as described in Section 10.1. Any commissions, rebates, incentives or revenue share arising from POSable's own software integration partnerships remain exclusively the property of POSable. No customer ownership, exclusivity, territorial rights or ongoing commission is granted under this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, effective as of the Effective Date set out above.

Execution