About the GoCardless Referral Agreement
GoCardless’ Referral Programme allows you to receive a one-off fee for referring new customers to GoCardless. This “Agreement” (the referral terms and conditions below) sets out the terms which govern our Referral Programme. Participation in the Referral Programme is by invitation only, and you must agree to the terms and conditions set out in this Agreement. If you do not agree to the terms of this Agreement, you must not participate in our Referral Programme.
- This Agreement shall commence on the Effective Date and shall continue in force thereafter for a duration of 12 calendar months or until terminated in accordance with clauses 21 to 25 (inclusive) of this Agreement.
- On the last day of the Term and on each subsequent anniversary of that date, this Agreement will automatically be renewed for an additional period of same duration as the Term, unless either Party terminates in accordance with clause 21 to 25 (inclusive) of this Agreement.
Appointment and Scope
- The Referrer agrees to act as GoCardless’ non-exclusive Referrer and make Referrals of Referees to GoCardless for the duration of the Term.
- GoCardless shall have the right to appoint other persons to act as a referrer of Referees to GoCardless during the Term.
- The Referrer shall have no authority to:
Rights and Duties of the Referrer
- During the Term, the Referrer shall, in accordance with Good Industry Practice:
- make Referrals of Referees to GoCardless;
- co-operate with any third parties engaged by GoCardless in connection with the Services;
- co-operate with any third parties generally in connection with the Services including any governmental, statutory, regulatory or judicial body;
- promptly refer any complaints, problems or claims relating to the Services to GoCardless; and
- attend such meetings and events as may be reasonably required by GoCardless at the expense of the Referrer (as agreed in relation to each such meeting or event) and generally make itself available to GoCardless for the purpose of consultation and advice relating to the Agreement.
- The Referrer shall:
- act diligently and in good faith towards GoCardless and Referees;
- seek to enhance the reputation of GoCardless;
- make clear to all Referees and generally that it is the Referrer of GoCardless only to the extent provided for in this Agreement;
- not allow its interests to conflict with those of GoCardless;
- comply with:
- all relevant and applicable laws and regulations; and
- all policies, directions and instructions of GoCardless from time to time in place, including but not limited to the form and manner of the application of the Marks, including the directions contained in the Guidelines;
- maintain all necessary licences and approvals, for the Referral of the Services and generally in its performance of this Agreement;
- communicate to GoCardless all information available to it and relevant to this Agreement; and
- subject to this Agreement, perform its duties as it sees fit.
- The Referrer shall not:
- pledge the credit of GoCardless;
- enter into any compromise with Referees;
- incur any obligation on GoCardless’ behalf except under this Agreement or with GoCardless' prior written consent;
- make any statement or give any warranty or guarantee in respect of the Services without GoCardless’ prior written consent;
- make, receive or accept any secret income, profit or other benefit in connection with this Agreement;
- reduce, harm or diminish the reputation, image and prestige of GoCardless, the Marks and/or the Services; and
- do or fail to do any act or thing whereby the validity, enforceability or GoCardless’ ownership of the trade mark registrations for the Marks, or the reputation or goodwill associated with the Marks, is likely to be prejudiced.
Rights and Duties of GoCardless
- During the Term GoCardless shall:
- supply the Referrer with the Referral Link and other materials as reasonably required by the Referrer (at GoCardless’ discretion and expense unless otherwise agreed by the Parties) to make Referrals of Referees to GoCardless;
- accept Referrals, provided that:
- a Referee accesses the Referral Link, such that the Referral Link is the sole and immediate cause of the Referee entering into a Relevant Contract; and
- for a Referee on GoCardless Standard, GoCardless collects payments from 5 or more of the Referee’s customers on the Referee’s behalf, within the Referral Period; or
- for a Referee on GoCardless Plus, the Referee has been using the Services for at least one month and has paid GoCardless the applicable monthly fee for use of the Services; or
- for a Referee on GoCardless Pro, the Referee has been using the Services for at least one month and has paid GoCardless the applicable monthly fee for use of the Services;
- communicate its acceptance of a Referral within 30 Business Days of such acceptance being made; and
- provide the Referrer with the information the Referrer reasonably requires to perform its obligations under this Agreement.
- GoCardless may:
- add or withdraw Services;
- change the price or specification of any of the Services;
- in its absolute discretion, accept a Referral notwithstanding that the Referral does not fully satisfy the requirements set out in clause 9b above; and
- in its absolute discretion, refuse or reject a Referral, where:
- GoCardless has reasonable grounds to believe that the entering into by a Referee of a Relevant Contract was not solely and immediately caused by the Referee accessing the Referral Link; or
- the Referrer and one or more other parties refer the same Referee, and a dispute arises in relation to the referral of that Referee. GoCardless shall have sole discretion to determine such dispute, and shall inform the Referrer within 30 Business Days of such determination to reject or refuse the Referral being made, and shall not be required to pay the Referrer any amounts under this Agreement where such Referral is rejected or refused.
Referral Fee, Invoicing and Payment
- On receipt of written notification from GoCardless that the Referral of a Referee has been accepted, the Referrer shall issue an invoice and GoCardless shall pay it within 30 Business Days.
- GoCardless shall, upon receipt of an undisputed invoice detailing the number of Referrals made and the identity of the Referred Referees, pay the Referrer the applicable Referral Fee as set out below, provided that:
- the Referee has been Referred; and
- GoCardless has accepted the Referral.
|Registered Office Address of Referrer||GoCardless Standard||GoCardless Plus||GoCardless Pro|
|within United Kingdom||£50 plus VAT||£50 plus VAT||£200 plus VAT|
|outside United Kingdom||€50||€50||€250|
- The Parties agree that:
- the Referral Fee is a one-time payment;
- payment of the Referral Fee is final and the Referrer will not be entitled to additional amounts where a Referee enters into a Relevant Contract for the Services and subsequently upgrades to GoCardless Plus, GoCardless Pro or some other form of the Services (whether existing now or in the future); and
- the applicable Referral Fees will be the amounts expressed in GBP currency above, where the Referrer’s registered office address is within the United Kingdom. For Referrers with a registered office address located outside of the United Kingdom, the applicable Referral Fees will be the amounts expressed in EUR currency above. For the avoidance of doubt, the location of the registered office address of a Referee will not be taken into account for the purposes of determining any applicable fee to be paid to the Referrer.
- Time of payment is not of the essence.
- Amounts payable to the Referrer under this Agreement shall be paid into the bank account notified by the Referrer to GoCardless in writing on the New Supplier Form, by electronic funds transfer unless otherwise notified by the Referrer to GoCardless in writing in accordance with this Agreement.
Taxes and Duties
- Unless expressly stated elsewhere in this Agreement, all amounts due under this Agreement are inclusive of any applicable VAT, sales or other taxes or duties applicable for the time being prescribed by law by any authority.
- For the purposes of these clauses 17 to 20 (inclusive) the expressions “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- Each Party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
- all of that Party’s personnel;
- all others associated with that Party; and
- all of that Party’s subcontractors;
involved in performing services for or on behalf of that Party or with this Agreement so comply.
- Without limitation to clause 18, neither Party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
- Each Party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in clauses 18 and 19 above.
- GoCardless may terminate this Agreement by giving a minimum of one months’ notice in writing to the Referrer.
- The Referrer may terminate this Agreement by giving a minimum of one months’ notice in writing to GoCardless, such notice not to expire prior to the day falling three months following the Effective Date.
- Either Party may immediately terminate this Agreement at any time by giving notice in writing to the other Party if:
- the other Party commits a material breach of this Agreement;
- the other Party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 30 days after the other party has received notification that the payment is overdue; or
- any consent, licence or authorisation held by the other Party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
- Either Party may immediately terminate this Agreement at any time by giving notice in writing to the other Party if that other Party:
- stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
- is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
- becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
- has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
- has a resolution passed for its winding up;
- has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
- is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
- has a freezing order made against it;
- is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
- is subject to any events or circumstances analogous to those in clauses 24a to 24i (inclusive) in any jurisdiction; or
- takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 24a to 24j including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
- Either Party may terminate this Agreement at any time by giving not less than one months’ notice in writing to the other Party if the other Party undergoes a change of Control.
- The right of a Party to terminate the Agreement pursuant to clause 24 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.
- If a Party becomes aware that any event has occurred, or circumstances exist, which may entitle the other Party to terminate this Agreement under clauses 23, 24 and/or 25, it shall immediately notify the other Party in writing.
- Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
Audits and Investigations
- The Referrer shall allow GoCardless and/or its agents to access, inspect and audit the Referrer’s records, accounts and other relevant information and premises (including allowing copying of documents):
- during normal business hours on Business Days and subject to a minimum of seven Business Days’ notice; and
- not more often than two times in any rolling 12-month period;
to the extent this is reasonably required for the purpose of verifying the Referrer’s compliance with its obligations under this Agreement. Where such access, inspection or audit is required by an official government regulator, the Referrer shall allow such inspection or audit at any time and there shall be not be a limit to the number of such inspections or audits that can be undertaken.
- GoCardless shall pay the auditor's reasonable costs and otherwise bear its own costs in connection with the audit or inspection.
- When conducting audits, GoCardless shall comply with the Referrer’s reasonable directions in order to minimise disruption to the Referrer’s business and to safeguard the confidentiality of the Referrer’s other Confidential Information.
- For the purposes of this Agreement, “Force Majeure Event” means an event beyond the reasonable control of the affected Party, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of that Party or any other Party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
- In this Agreement:
- a reference to this Agreement includes its schedules, appendices and annexes (if any);
- a reference to a ‘Party’ includes that Party’s personal representatives, successors and permitted assigns;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- words in the singular include the plural and vice versa; and
- any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
- The Parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
- Nothing in this Agreement purports to limit or exclude any liability for fraud.
- Any notice or other communication required to be given to a Party under or in connection with this Agreement must be in writing and in English and may either be sent by e-mail or communicated by post to an address used for such communications by that Party. Any notice or other communication shall be deemed to have been duly received the next Business Day following the notice being communicated.
- No announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). The Parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.
- GoCardless may amend, alter or change the Referral Programme or change or add to the terms of this Agreement, upon notice to the Referrer. Such notice may be given via e-mail and you will be deemed to have accepted any such changes following deemed receipt of that notice.
- GoCardless may assign its rights under this Agreement or subcontract its obligations under it to a third party. The Referrer shall not assign this Agreement or any rights under this Agreement without GoCardless’ prior written consent (such consent not to be unreasonably withheld or delayed).
- Each Party shall pay all sums that it owes to the other Party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
- The Parties are independent businesses and are not partners or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the agency relationship expressly provided for in it. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other Party's behalf.
- Each Party recognises that any breach or threatened breach of this Agreement may cause the other Party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other Party, each Party acknowledges and agrees that the other Party is entitled to seek the remedies of specific performance, injunction and other equitable relief without proof of special damages.
- If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
- No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.
- Each Party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.
- Each Party shall at the request of the other, and at the cost of the requesting Party, do all acts and execute all documents which are necessary to give full effect to this Agreement
- Except as expressly provided for in this Agreement, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement. A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
- This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Definitions and Interpretation
What follows are the definitions used in the above terms and conditions – you can easily identify them, as they are capitalised when used in the Agreement:
Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day means a day other than a Saturday, Sunday or public holiday;
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly;
Effective Date means the date of the last signature in the signature block to this Agreement, below;
GoCardless means the entity GoCardless Limited, with company number 074959895 and registered office address at 338-346 Goswell Road, London, United Kingdom EC1V 7LQ;
GoCardless Plus means the pricing plan for the Services entitled “GoCardless Plus” on the webpage located at https://gocardless.com/pricing or its replacement, if applicable, from time to time;
GoCardless Pro means the pricing plan for the Services entitled “GoCardless Pro” on the webpage located at https://gocardless.com/pricing or its replacement, if applicable, from time to time;
GoCardless Standard means the pricing plan for the Services entitled “GoCardless Standard” on the webpage located at https://gocardless.com/pricing or its replacement, if applicable, from time to time;
Good Industry Practice the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;
Guidelines means GoCardless’ conditions with regard to the depiction of the Marks, which can be found at https://brand.gocardless.com/ as may be updated from time to time;
Marks means the trade marks and marks of GoCardless included in the Guidelines, and as otherwise communicated by GoCardless to the Referrer from time to time;
Referral means the communication of the Referral Link by the Referrer to a Referee resulting in that Referee meeting the requirements set out in clauses 9b or 10c of this Agreement. Refer, Refers and Referred shall be interpreted in accordance with Referral;
Referral Date means, for each Referee, the date during the term of this Agreement on which the Referrer first Refers the Referee to GoCardless;
Referral Fee means the one-time payment which shall be payable in accordance with clauses 11 to 15 (inclusive) of this Agreement;
Referral Link means the unique hyperlink provided by GoCardless to the Referrer to be used when making Referrals and that results in a 30 day cookie being set, that allows GoCardless to track Referrals;
Referral Period means, 6 months from the Referral Date of the relevant Referee;
Referral Programme means the GoCardless referral programme;
Referee means a person who in the 12 months immediately preceding the Referral Date, has not been a customer of GoCardless or is not or has not been in discussions or negotiations with GoCardless to purchase the Services;
Referrer means the entity identified as the “Referrer” in the signature block to this Agreement;
New Supplier Form means a document provided by GoCardless to the Referrer entitled “New Supplier Form”, which must be completed in full by the Referrer and returned to GoCardless before the Referrer can receive amounts payable to it under this Agreement;
Relevant Contract means a contract for the supply of Services between GoCardless and a Referee arising from a Referral;
Services means direct debit and payment processing services as provided by GoCardless (also referred to as either GoCardless Standard, GoCardless Plus, or GoCardless Pro, as applicable);
Term has the meaning given in clauses 1 and 2 of this Agreement;
Year means the period of 12 months from the Effective Date and each successive 12–month period during the term of this Agreement.