PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE

Background

By registering on the Platform (as defined below), creating an account, using a referral code, submitting an introduction, or otherwise participating in the Company’s referral programme, the Referrer confirms that they are at least 18 years old, have legal capacity to enter into this contract, and that they have read, understood, and agreed to be bound by these Referral Terms and Conditions (“Agreement”).

Yotewo Ltd (the “Company”) may amend this Agreement from time to time by publishing an updated version on the Platform. Continued use or access of the Platform in any way shall constitute your acceptance of the revised terms.

This Agreement forms part of the General Terms and Conditions, available on the Platform. In the event of any inconsistency, this Agreement shall prevail in relation to Referrer and referral arrangements.

Any individual or legal entity that introduces Potential Clients (as defined below) to the Company is hereby referred to as the “Referrer”. 

Nothing in this Agreement excludes any statutory rights which cannot be excluded under applicable law.

The Referrer may introduce Potential Clients directly to the Company, or to the Company through the Platform, including by way of referral links or introductions made to the Company in writing.  

The Company operates an online Platform through which it provides access to services and connects customers with service providers.

The Company is willing to pay the Referrer a commission in respect of Qualifying Introductions, subject to the terms and conditions of this Agreement.

Agreed terms

Interpretation

The following definitions and rules of interpretation apply in this Agreement.

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commission: the commission payable by the Company to the Referrer in respect of a Qualifying Introduction, calculated in accordance with clause 3.

Deal Value: the total amount actually received by the Company from an Introduced Client in connection with a contract or engagement resulting directly from a Qualifying Introduction, exclusive of any applicable value-added tax (VAT), and less any reasonable and directly related costs incurred by the Company in connection with such contract or engagement.

Event of Prior Knowledge: in respect of any Potential Client, that the Company had prior knowledge of, or had been in communication, negotiation, or active discussions with, such person or entity during the twelve (12) months immediately preceding the relevant Introduction Date.

Introduction: 

• an introduction made by the Referrer to the Company in writing, including by email or other written communication; or
• an introduction made through the Platform by the Referrer’s use of a unique referral code or referral link provided by the Company.
  

Introduction Date: the date on which a Potential Client is first Introduced to the Company by the Referrer.

Introduced Client: any individual or legal entity that:

• is introduced to the Company by the Referrer;
• was not subject to an Event of Prior Knowledge; and
• subsequently enters into a binding agreement with the Company within twelve (12) months of the Introduction Date.

Platform: the Company’s online platform, website, or digital infrastructure through which services are offered or facilitated, available to access at: https://yotewo.com/.

Potential Client: any individual or legal entity which may be interested in entering into a commercial relationship with the Company and which is introduced to the Company directly by the Referrer. 

Qualifying Introduction: an Introduction that results in the Company entering into a binding agreement with an Introduced Client and receiving Deal Value from that Introduced Client within twelve (12) months of the Introduction Date.

Clause and paragraph headings shall not affect the interpretation of this Agreement.

Legislative references and subordinate legislation. Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time.

A reference to writing or written excludes fax but includes email.  

Introductions

Appointment. 

The Company permits the Referrer, on a non-exclusive basis, to facilitate an Introduction of Potential Clients to the Company in accordance with the terms of this Agreement.

The Referrer shall make Introductions only by such methods as may be approved by the Company from time to time, including referral links, email introductions, or other mechanisms made available through the Platform.

Nothing in this Agreement obliges the Company to accept, pursue, or enter into any commercial relationship with any Introduced Client. 

Duties of Referrer. 

• Good faith. The Referrer shall serve the Company faithfully and diligently and shall not allow its interests to conflict with its duties under this Agreement;
• Introductions. The Referrer shall use its best endeavours to make bona fide Introductions of the Potential Clients to the Company in accordance with this Agreement.
• The Referrer shall not engage in any fraudulent, misleading, automated, self-referral, or abusive conduct in connection with this Agreement. The Company shall be allowed to withhold or legally recover any Commission paid arising from such conduct.

Limited scope of authority. 

• No authority to bind. The Referrer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Company in any way, and shall not do any act which might reasonably create the impression that the Referrer is so authorised. 
• No authority to contract or negotiate. The Referrer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Company, and shall not negotiate any terms with Potential Clients in connection with any services offered through or facilitated by the Company.
• Obligation to disclose limits on authority. The Referrer shall make it clear to any Potential Client that it acts solely as an Referrer and has no authority to negotiate, vary, or agree any terms, or to enter into any contract on behalf of the Company.
• No representations. The Referrer shall not, without the Company’s prior written consent, make or give any representations, warranties, or assurances concerning the Company, the Platform, or any services offered through or facilitated by the Company.

Marketing material. The Referrer shall not produce any marketing material for the Company’s services or use the Company’s name, logo or trade marks on any marketing material without the prior written consent of the Company. Where the Company gives such consent, the Referrer shall comply with all instructions that the Company makes available regarding the use of the Company’s name, logo and trade marks.

Limits on representations. The Referrer shall not, without the Company’s prior written consent, make or give any representations, warranties or other promises concerning the Company or the services offered through or facilitated by the Platform which are not contained in the Company’s marketing material.

Consequential introductions. Where the Potential Client is introduced to the Company by the Referrer, and the Potential Client subsequently introduces the Company to a third party, the Referrer shall not, by virtue of such initial Introduction, be deemed to have introduced that third party to the Company.

Commission and Deal Value

The Referrer shall be entitled to Commission in respect of an Introduced Client entering into a binding agreement with the Company only where:

• the Referrer has directly facilitated the Introduction of the relevant Introduced Client in accordance with this Agreement; 
• no Event of Prior Knowledge exists in relation to the relevant Potential Client; and
• a binding agreement is entered into and completed within twelve (12) months of the relevant Introduction Date

The amount of Commission payable shall be ten per cent (10%) of the Deal Value actually received by the Company.

For the avoidance of doubt, the Deal Value shall be calculated exclusive of any applicable value-added tax (VAT).

The Company shall promptly notify the Referrer of the following: 

• the date on which it enters into a binding agreement with the Introduced Client;
• the amount of Deal Value received under that agreement; and
• the date on which such Deal Value is to be received;

The Company shall pay the Commission to the Referrer within fifteen (15) days following receipt of the relevant Deal Value from the Introduced Client.

Where the Deal Value is received by the Company in instalments, the Commission shall be calculated and paid proportionally as and when each instalment is received by the Company. 

No Commission shall be payable to the Referrer where no Deal Value is received by the Company from an Introduced Client. 

The Referrer is responsible for all tax liabilities arising from Commission payable to them, and shall indemnify the Company against any related claims.

For the avoidance of doubt, where the Referres receives any such Commission,  the stated amount shall be deemed to be VAT inclusive and no additional amount shall be payable in respect of VAT or any other tax liability by the Company. 

The Company’s internal records and Platform data shall be conclusive evidence of Introductions and Deal Value, save for manifest error.

Obligations of the Company

Payment of expenses. The Company shall not be responsible for any expenses incurred by the Referrer unless the Company has agreed to such expenses in writing prior to the Referrer incurring any expenses.

Freedom of the Company not to pursue Introductions. The Company shall be under no obligation to: 

• follow up any Introduction made by the Referrer; or
• enter into any agreement or commercial relationship with any Potential Client introduced by the Referrer.

Compliance

Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

Anti-bribery

Anti-bribery compliance by Referrer:

• Compliance with Bribery Act 2010. The Referrer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (BA 2010); 
• Reporting obligation. The Referrer shall promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Referrer in connection with the performance of this Agreement.

Data protection

Each party shall comply with all applicable laws, regulations, and industry standards relating to the collection, processing, use, disclosure, storage, and protection of personal data, including data shared or accessed under this Agreement.

The parties agree to collect and process personal data solely for the purposes of fulfilling their respective obligations under this Agreement, including the identification, onboarding, and management of clients Introduced pursuant to this Agreement.

Each party shall implement appropriate technical and organisational measures to protect personal data from unauthorised access, loss, alteration, disclosure, or destruction, and shall ensure that all persons authorised to process personal data are subject to obligations of confidentiality.

Neither party shall disclose or allow access to any personal data to any third party except:

• where required to perform obligations under this Agreement;
• with the prior written consent of the data subject or the other party;
• as required by applicable law or competent authority.

Where personal data is transferred across jurisdictions, the transferring party shall ensure that such transfers are made subject to adequate safeguards and in compliance with applicable data protection laws.

Indemnity. The Referrer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the breach of this Agreement by the Referrer.  

Limitation of liability

Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either party for:

• Death or personal injury. Death or personal injury caused by its negligence.
• Fraud. Fraud or fraudulent misrepresentation.
• Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

Limitations of liability. Subject to ‎9.1 above:

Loss of profit, revenue, goodwill, or anticipated savings. The Company shall not, under any circumstances whatever be liable to the Referrer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• any loss of profit, sales, revenue, or business;
• loss of anticipated savings; 
• loss of or damage to goodwill;
• loss of agreements or contracts;
• loss of use or corruption of software, data or information; 
• any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
• any loss that is an indirect or secondary consequence of any act or omission of the party in question.

No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

Commencement and duration

This Agreement shall commence on the earlier of:

• the date on which the Referrer registers on the Platform or accepts this Agreement; and
• the date on which the Referrer first makes an Introduction, and shall continue unless and until terminated in accordance with this Agreement.

The Referrer may terminate this Agreement at any time by terminating their account on the Platform.

The Company may terminate this Agreement at any time by giving notice to the Referrer through the Platform, by email, or by other reasonable means.

Consequences of termination

Clauses to remain in force on termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, shall remain in full force and effect.

Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

General

Force Majeure. The Company shall not be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. 

Assignment and other dealings.

• The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Referrer.
• The Referrer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Company.

Confidentiality.

• Each party undertakes that it shall not at any time after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by ‎12.3(b).
• Each party may disclose the other party’s confidential information:
• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

This agreement. 

• Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
• Nothing in this Agreement creates any partnership, agency, employment, or joint venture relationship between the parties.

Waiver. 

• A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 
• A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

Severance. 

• If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
• If any provision or part-provision of this Agreement is deemed deleted under ‎12.7(a), the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third party rights. 

• This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
• The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.