1. PURPOSE

Etch would like to grow its customer base through referrals. The Referrer is in a position to refer potential customers to them.

2. REFERRAL ARRANGEMENT

Upon the Effective Date of this Agreement (the date you submit the form/sign up to the programme), the Referrer may, from time to time, refer potential customers to Etch. Etch will pay the Referrer a fee for these referrals.

3. COMPENSATION

3.1 Etch shall pay the Referrer a fee for each successful referral which becomes a new customer to Etch. The fee paid will be 5% (five percent) commission based on the Initial Project Value, (excluding VAT and third-party expenditure such as, but not limited to, expenses and software costs), for each new customer referred.

The Initial Project Value is defined as the gross total fee approved for a Discovery Phase plus the initial project scope defined within the Discovery Phase, excluding any third party costs, and must be supported by a corresponding Purchase Order from the customer.

3.2 Commission payments to the Referrer are to be made on completion of the project and are subject to Etch’s receipt of full payment from the referred customer in accordance with the signed Statement of Work for the initial project. Any subsequent adjustments, reductions or discounts applied to the
Initial Project Value prior to project completion will be reflected in the final commission calculation. Evidence of such changes can be provided to the Referrer on request.

3.3 All subsequent projects undertaken by Etch for the new customer will not be eligible for commission payments.

3.4 Referrals are defined as unsuccessful when Etch does not adopt them as a new customer within 6 months of the introduction from the Referrer. Such referrals are not eligible for commission payments.

3.5 Etch shall pay the Referrer within thirty (30) days of receiving final payment from the new customer referred for the initial project only. This is deemed a completed referral.

4. TERM

This Agreement is a rolling long-term arrangement, that shall commence on the Effective Date, and will terminate after a period of 3 years of non-engagement.

5. CONFIDENTIALITY

During the course of this Agreement, it may be necessary for Etch to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Referrer in order for the Referrer to seek out potential referrals. The Referrer will not share any of this proprietary information at any time. The Referrer also will not use any of this proprietary information for the Referrer’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

6. TERMINATION

This Agreement may be terminated at any time by either Party upon 30 days' written notice to the other Party. Upon issue of the final invoice to the referred customer, Etch shall pay the Referrer all compensation due and owing for referrals made prior to and up to the date of termination, in accordance with the payment term outlined in provision 3.5.

7. REPRESENTATIONS

7.1 Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organisation, or business or any law or governmental regulation.

7.2 The Referrer shall refer potential clients/customers as requested by Etch. The Referrer does not represent or warrant that such referrals will create any additional profits, sales, exposure or brand recognition. The Referrer has no responsibility to Etch if the referrals do not lead to Etch’s desired result(s).

8. CONFIDENTIALITY

8.1 Both Parties undertake not to divulge or otherwise disclose any information provided by the other Party pursuant hereto unless such information (otherwise than due to a breach hereof) is to be incorporated in a deliverable or project, or at that time is already in the public domain.

8.2 Neither Party shall make any announcement or be involved in any form of publicity referring to any project without prior written consent from the other Party, such consent not to be unreasonably withheld.

9. ENTIRE AGREEMENT AND SEVERANCE

9.1 These terms form the entire agreement between the Parties. Nothing in this clause relieves either Party of liability for fraudulent misrepresentations and neither Party is entitled to any remedy for any negligent or innocent misrepresentation.

9.2 Any change, alteration or modification to these terms by Etch will be notified to the Referrer and will be deemed active within 30 days of this unless notified otherwise in writing by Etch.

9.3 If any provision of these terms is void for whatever reason, it is deemed deleted and the remaining provisions shall continue in full effect.

10. WAIVER

Any delay or forbearance by either Party in enforcing any provisions of these terms or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

11. DISPUTE RESOLUTION

If any dispute arises in connection with these terms, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

12. ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the Parties and supersedes all prior arrangements and understandings whether written or oral with respect to the subject matter hereof and may not be varied except in writing signed by both the Parties here to.

13. GOVERNING LAW

These terms shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.