Last updated May 4th, 2024
1. Parties
This Partner Terms of Service (the “Agreement”) is entered into by and between Spark Layer Limited registered in England and Wales with Company Number 12881913, located at Trimbridge House, First Floor, Trim Street, Bath, BA1 1HB, United Kingdom (referred to as “the Company”) and the person, entity, company, organisation or party that is registering to participate in the SparkLayer Partner Program (referred to as “Partner”).
Unless the Partner has an agreement that supercedes these terms, the terms and conditions stated in this Agreement shall apply to all parties involved in the SparkLayer Partner Program. Any variations or modifications to this Agreement shall be made in writing and signed by both parties.
2. Definitions.
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Relevant Subscription: a Subscription for the supply of services between the Company and a Prospective Client that was executed within twelve months of the introduction.
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Prospective Client: a person that the Company has not previously provided the services and has not been in negotiations to provide the services in the three months before the introduction date.
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Introduced Merchant: a Prospective Client introduced by the Partner that enters into a Relevant Subscription with the Company
3. Introductions.
The Company appoints the Partner on a non-exclusive basis to identify Prospective Clients and to make introductions.
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3.1. Duties of Partner.
(a) The Partner will serve the Company faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
(b) The Partner will use its best endeavours to make introductions of Prospective Clients;
(c) The Partner will comply with all reasonable and lawful instructions of the Company.
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2.3. The Partner will not make or give any representations, warranties or other promises concerning the services which are not contained in the Company's marketing material. This material is available within the partner’s dedicated dashboard.
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2.4. Where a Prospective Client is Introduced by the Partner and the Prospective Client then introduces the Company to a third party who purchases services from the Company, the Partner will not be deemed to have Introduced the third party to the Company.
4. Commission and payment.
The Partner will be entitled to Commission if a Prospective Client Introduced by the Partner enters into a Relevant Subscription. The amount of commission payable will be as detailed in the table below:
| Plan |
Referral Fee |
Minimum Subscription Period |
| Starter |
$0.00 |
Not applicable |
| Growth |
First 1 month revenue |
3 months |
| Pro |
First 1 month revenue |
3 months |
| Enterprise |
First 1 month revenue + 10% of revenue for a duration (as defined in 4.2) |
3 months |
- 4.1. The "Subscription Period" defines the duration of the Prospective Client's active subscription with the Company before qualifying for the referral fee, and this applies to all Plans.
- 4.2. Referral fees will be paid for a period of twelve (12) months, starting from the date the Prospective Client begins their active subscription with SparkLayer and is charged. For example, if a Prospective Client was referred on June 1st and started being billed on October 1st, the Subscription Period would commence on October 1st.
- 4.3. The Company will, in writing, within thirty (30) days after the end of the quarter in which the Company received the corresponding payment for services, send to the Partner a statement setting out the Commission payable to the Partner.
- 4.4. The Partner will invoice the Company for the Commission payable in accordance with 4.5. The invoice shall be issued in USD pounds ($), unless otherwise agreed between the Parties. The due date for payment will be thirty (30) days from the date of the invoice.
- 4.5. All sums payable under this agreement are inclusive of value added tax or other applicable sales tax.
5. Obligations of the Company
The Company will not be responsible for any expenses incurred by the Partner or any obligation to follow up any introduction, or enter into a Relevant Subscription.
6. Confidentiality
Each party undertakes that it will not at any time during this agreement, and for a period of three years after termination of this agreement, disclose to any person any confidential information concerning the business, 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 6.1.
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6.1. Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party will procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 6; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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6.2. No party will use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
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6.3. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from the Company will be deleted promptly by the Partner on termination of this agreement, and no copies will be kept, whether digitally or otherwise.
7. Regulatory compliance
Each party will 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.
8. Anti-bribery and anti-corruption
The Partner will comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including but not limited to the UK Bribery Act 2010.
9. Data protection
The Company’s Privacy Policy is published on their website as updated from time to time. It sets out how the Company collects and uses personal data and the purposes for obtaining it. By accepting this Agreement, the Partner acknowledges that it has read and accepts the Company’s privacy policy. The parties will act as independent data controllers of Prospective Client data.
10. Limitation of liability
Nothing in this agreement will limit or exclude the liability of either party for death or personal injury caused by its negligence, or the negligence of its employees, or agents (as applicable), fraud or fraudulent misrepresentation or wilful default, any matter in respect of which it would be unlawful to exclude or restrict liability.
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10.1. Subject to 10 above neither party will under any circumstances, be liable to the other, 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 contract; or any loss that is an indirect or secondary consequence of any act or omission of the party in question.
11. Term
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11.1. This agreement will start on the date when it has been signed by all the parties and continue for an initial term of 24 months, unless otherwise terminated earlier in accordance with the provisions of this agreement. At the end of the initial term, this agreement shall automatically renew for twelve months unless terminated earlier.
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11.2. Without affecting any other right or remedy available to it, either party may terminate this agreement at any time on giving no less than thirty days written notice to the other party. However, neither party shall be entitled to exercise this clause during the initial term.
12. Termination
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
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(a) the other party commits a material breach of any term of this agreement which breach is irremediable or fails to remedy that breach within a period of thirty days after being notified to do so;
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(b) the other party ceases or threatens to cease carrying on its business including if the other Party becomes or is suspected of becoming insolvent.
13. Consequences of termination
On termination of this agreement, clauses 1, 5 and 13 to 21 (inclusive). will continue in force.Termination of this agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
14. Entire agreement
This agreement constitutes the entire agreement between the parties.
15. Variation
No variation of this agreement will be effective unless in writing and signed by the parties.
16. Assignment and other dealings
This agreement is personal to the parties and neither party will assign, transfer or contract any of its rights and obligations under this agreement.
17. No automatic waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy.
18. Severance
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification will not affect the validity and enforceability of the rest of this agreement.
19. Third party rights
Only a party to this agreement will have any right to enforce any of its terms.
20. Governing law
This agreement and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the law of England and Wales.
