This Referral Agreement (the “Agreement”) is entered into on the date of signing up as an Affiliate (the “Effective Date”), by and between Swoop Finance Limited, with an address of The Stable Yard Vicarage Road, Stony Stratford, Milton Keynes, Buckinghamshire, England, MK11 1BN, UK (the “Company”, “we”, “us”, “our”, “ours”) and you, (the “Affiliate”), collectively “the Parties.”
1. Approval or Rejection of the Application. We reserve the right to approve or reject any Affiliate application at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate application.
2. Referral Arrangement. Upon the Effective Date of this Agreement, you may, from time to time, refer potential clients/customers to us. We will pay you a fee for these referrals.
3. Compensation. We shall pay you a commission if the accountant signs up on Swoop’s paid package, you will receive a £50 Amazon voucher plus a 5% commission on their first 3 deals completed with us. Commissions are paid monthly, once the payout exceeds £50 and within sixty (60) days of each successful referral and renewal. Payments are performed exclusively via bank transfer.
4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until terminated by either party in accordance with the terms and conditions of this Agreement.
5. Pay Per Click (PPC) Policy. PPC bidding is NOT allowed without prior written permission.
6. Confidentiality. During the course of this Agreement, it may be necessary for us to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to you in order for you to seek out potential referrals. You will not share any of this proprietary information at any time. You also will not use any of this proprietary information for your 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.
7. Termination. This Agreement may be terminated at any time by either Party upon 30 days written notice to the other party. Upon termination, we shall pay you all compensation due and owing for referrals made prior to the date of termination, but not yet paid.
8. Representations and Warranties. 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.
9. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. 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.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
11. Disclaimer of Warranties. You shall refer potential clients/customers as requested by us. YOU DO NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. YOU HAVE NO RESPONSIBILITY TO US IF THE REFERRALS DO NOT LEAD TO OUR DESIRED RESULT(S).
12. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
13. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
14. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
15. Third party rights. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
16. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
18. Entire Agreement. The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated. The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate the Affiliate account. The continuing participation in the Program will constitute your acceptance of any change.
19. Electronic Signatures Effective. The Agreement is an electronic contract that sets out the legally binding terms of your participation in our affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the application process.
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