Terms & Conditions

1. Definitions

1. The definitions below apply in these terms and conditions:
   • “Child” the child or children who are named in the quote;
   • “You” the person, firm or company who purchases Services from us;
   • “Services” the services of a daycare nursery during the days or half days indicated in your quote (excluding bank and public holidays), together with any other services which we provide, or agree to provide, to you;
   • “Us” the nursery named in the quote.
2. A reference to writing or written includes faxes and/or email and other forms of digital written communication.
3. Any requirement in this contract for either party not to do something includes an obligation on that party not to allow that thing to be done.

2. Formation of the contract

1. A contract for the Services will be formed between you and us once you have:
   1. given us a signed, fully completed, registration form
   2. paid a non-refundable £200 booking fee,
   3. Transferred your deposit for your place, and;
   4. Received written confirmation from us that your application for a place has been successful.
2. These terms and conditions govern the contract between you and us for the Services. No other terms apply unless they are in:
   1. A handbook issued to you by us,
   2. A policy issued to you by us, which includes all policies referenced on our knowledge base,
   3. A letter that is signed by both you and us
3. In the case of any uncertainty as to which terms apply, these terms and conditions will apply.

3. Duration of the contract

1. The contract shall last until it is terminated by either you or us giving to the other, in writing, at least one month’s notice. However, the contract can, in some circumstances, be terminated immediately under clause 18.
2. You are liable for the fee during the notice period. If you fail to give proper notice, you may lose your deposit.

4. Suspension of the services

1. The Services may be suspended (meaning the Child is temporarily not able to attend the nursery) in the circumstances set out in our Critical Incident Policy or in the circumstances set out in clause 19. If the Services are suspended for a period of more than one month, either of us may terminate the contract by giving the other one month’s written notice.

5. Our obligations

1. We will use all reasonable efforts to provide the Services to you, in accordance with all material respects with these terms and conditions and any other documents referred to in 2.2 above.
2. We welcome staff and children from many different backgrounds and ethnic groups. Human rights and freedoms are respected and we will do all that is reasonable to ensure that our culture, policies and procedures are made accessible to children who have disabilities and to comply with their social and moral obligations under the Special Educational Needs and Disability Act 2001 or Equality Act 2010.
3. If we determine, in our sole discretion (after appropriate and reasonable analysis) that reasonable adjustments cannot be made for a Child and as such we cannot continue to adequately provide for that Child (or admit them as the case may be) then we shall be permitted to request that you withdraw the Child without being charged fees in lieu of notice.

6. Your obligations

1. You shall:
   1. Communicate and keep up to date any and all information relevant to the Child (e.g. any known medical condition, health problem, allergy, or diagnosed dietary requirement; any prescribed medication; any lack of vaccination; any family circumstances or court orders affecting the Child; any concerns about the Child’s safety); and your contact details, and those of your authorised persons who may collect the Child.
   2. Cooperate with us and adhere to the terms set out in our policies and procedures, in particular those on admissions and attendance.
   3. Provide to us such information as we may reasonably require about your child in the interests of their welfare and educational development.
2. You must (a) ensure that these details are accurate and (b) keep these details up-to-date, by promptly informing us in writing whenever they change.
3. If our performance of our obligations under the contract is prevented or delayed by anything you do (or fail to do), we shall not be liable.
4. You shall not employ (or attempt to employ) any member of our staff without our consent, until six months from the end of this contract. Any attempt to do so will result in an invoice being issued amounting to 20% of the staff member’s total annual remuneration.

7. Charges and payment

1. You shall pay the charges as set out in the quote.
2. Charges are due even if the Child is absent or on holiday.
3. We will charge for bank holidays and/or staff training days, for which we have 3 across the year always on the first day at the beginning of each term (first working day of January; first working day after Easter Monday; and first working day in September).
4. VAT is not charged on nursery fees (nursery provision is an exempt supply for VAT purposes).
5. The quoted charges are per Child, per core day (meaning per full day, with 5 hours per session) calculated as a monthly fee and include lunch and tea, breakfast and snacks at mid-morning and mid-afternoon.
6. Extra hours (or parts of an hour) will be charged for at the ad hoc rate and must be booked and paid for at least 24 hours in advance.
7. The charges must be paid monthly in advance, by the 1st day of the month. Fees apply to the month of care delivered the month after payment is made.
8. All payments must normally be made by direct debit through our GoCardless integration. If a cheque bounces, or payment fails, we may charge a reasonable administration fee (currently £15 / transaction).
9. We may increase our charges once per year in September. We will give you written notice of any such increase one month before the proposed date of increase.
10. Without restricting any other legal right that we may have, if you fail to pay us on time, we may: (a) make an interest charge of up to 5% per month on late payment; (b) charge a reasonable administration fee (currently £25 / late fee transaction); (c) suspend all Services until payment has been made in full; (d) retain your deposit should you be in arrears for longer than 3 weeks; (e) institute debt collection recovery services against the outstanding debt.
11. If you owe us any money, and make a claim against us, we may set off what you owe us against what you are claiming from us.
12. Deposits are held as surety against these terms and will be retained should you breach them. Deposits may be returned 30 days after the child’s leave date, if notice has been served appropriately.

8. Reducing/Increasing sessions

1. You are required to give us one month’s written notice of a reduction in the number of sessions you require. Please note reducing hours may mean jeopardizing your ability to increase hours once again as another family may take up the residual space.
2. You must submit the change of hours form which can be issued to you by the school’s management team upon request. Changes in hours will only be accepted when the nursery management team confirms availability of space and will be determined one month post confirmation.
3. For children attending under a fully funded place, any request to increase sessions or days will require a deposit equivalent to the value of the additional sessions requested. This deposit must be paid in advance of confirming the increased schedule. The nursery reserves the right to decline or delay any increase in sessions until the required deposit has been received.

9. Funded nursery education

1. The nursery has limited funded places available so please refer to the Funding Policy for further information. If you are eligible and wish to take up your funding support, you are required to complete and sign a Parental Declaration on a termly basis, detailing how and when you will take up the free sessions.

10. Welfare of the child

1. We will do all that is reasonable to safeguard and promote the Child’s welfare and to provide care to at least the standard required by law and often to a much higher standard.
2. We will respect the Child’s human rights and freedoms which must, however, be balanced with the lawful needs and rules of our nursery and rights and freedoms of others.
3. Your consent to such physical contact as may be lawful, accord with good practice, and be appropriate and proper for teaching and instruction and for providing comfort to a Child in distress, or to maintain safety and good order, or in connection with the Child’s health and welfare.
4. Parents of Children who are not potty trained must provide disposable nappies for their child.
5. Parents should provide sealed formula milk for bottle feeding babies. Bringing in and storing made-up formula milk may increase the chance of a baby becoming ill and should be avoided.
6. Labelled mother’s breast milk will be stored in the fridge and an area will be made available for mothers to breastfeed their babies or express milk should they need to do so.
7. As regards behaviour management techniques and sanctions, please refer to the nursery’s Promoting Positive Behaviour Policy.
8. The nursery uses emergency procedures for accidents, evacuations, incidents and allergic reactions, please refer to the individual policies and procedures.

11. Health and medical matters

1. If the Child becomes ill during the nursery session the nursery manager will contact you or the emergency contact indicated on the registration form. If your child requires urgent medical attention while under our care, we will if practicable attempt to contact you and obtain your prior consent. However, should we be unable to contact you we shall be authorised to make the decision on your behalf should consent be required for urgent treatment recommended by a doctor.
2. If the Child is suffering from a communicable illness, he/she should not be brought to the nursery until such time as the infection has cleared.
3. You must notify the nursery manager if the Child is absent from the nursery through sickness.
4. If the Child has been sent home from the nursery because of ill health, he/she will not be readmitted for at least 24 hours. If the Child is prescribed antibiotics, he/she will not be allowed to return to the nursery for 48 hours.
5. As regards medication, and the administration of it to a Child, please refer to the nursery’s Medication Policy.

12. Food/Dietary requirements

1. We will work with you to provide suitable food for your Child, if they have a special dietary requirement or any allergies as diagnosed by a doctor or dietician. All reasonable care will be taken to ensure that a Child does not come into contact with certain foods.
2. Menus will be displayed for inspection, and parents and children will be able to feed into the review of these.
3. No packed lunches supplied by parents for after school/holiday club Children will be heated up by us.

13. Reporting of neglect or abuse

1. We have an obligation to report to the relevant authorities any suspicions we have that your Child has suffered neglect or abuse, and where necessary we may do so without your consent and/or without informing you.

14. Limitation of liability

1. This clause sets out our (and our employees’, agents’, consultants’ and subcontractors’) liability to you in respect of the contract.
2. All terms implied by law are, to the fullest extent permitted by law, excluded or deleted from the contract.
3. Nothing in these terms and conditions in any way limits our liability for fraud, or for death or personal injury resulting from negligence.
4. We shall not be liable for: (a) any loss or damage to any toys, equipment or bags, clothing etc. you may bring into our nursery; (b) loss of any profits, or consequential loss; or any other indirect loss.
5. Subject always to clause 14.3, our total liability (in contract, tort including negligence or breach of statutory duty, or otherwise) shall be limited to cumulative price paid by you for the Services over the course of the contract.

15. Data protection

1. You agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of us in connection with the Services.
2. We may take photographs and/or videos of your Child for promotional or training purposes only. If you do not wish for your Child to be included in such photographs or videos, please inform us by completing the ‘permission form’ given to you on enrolment, or by writing to the nursery manager.
3. Any personal data related to You or your Child will be dealt with in accordance with our privacy notice, which can be found at www.hatching-dragons.com.

16. Security

1. Parents are welcome to visit the nursery, but we will not admit anyone without prior notification. It is your responsibility to ensure that we are aware of who will be collecting your Child. No Child will be allowed to leave the building with any person who has not been notified as an authorised person to collect the Child on your behalf.

17. Complaints and concerns

1. Please address any complaint or concern to the supervisor in charge, in the first instance, and if the matter is not resolved within a reasonable period, please refer it to the nursery manager. Please also refer to our complaints and compliments policy which shall apply to any complaints received by us.

18. Termination for breach of contract, or bankruptcy/insolvency

1. Without restricting any other legal rights which the parties may have, either party may terminate the contract without liability to the other immediately on giving one month’s notice to the other if:
   1. Either party decides to discontinue contractual arrangements on a no fault basis.
   2. The other party fails to pay any amount due under the contract on the due date for payment and remains in default for 10 days or more.
   3. The other party commits a material breach of any of the terms of the contract and (if such a breach is capable of being remedied) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
   4. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
   5. Should any of our staff suffer abuse, discriminatory or aggressive behaviour by either parent.
2. On termination of the contract for any reason:
   1. You shall immediately pay all of our outstanding unpaid invoices and interest.
   2. Any clause in these terms and conditions which implicitly is intended to survive termination shall continue in force.

19. Events that are beyond our control

1. If any event beyond our reasonable control (e.g. fire, flood, E-Coli or unknown disease outbreak, strike, civil action, act of terrorism, war etc.) occurs, for which we have business interruption insurance, we may close the nursery without liability to you and we will not charge you for the fees for the time the nursery is closed. We will keep you informed, in such an event.
2. If it is, in our reasonable opinion, necessary or in the interests of the Child to do so, we may close the nursery even though our business interruption insurance will not cover us for the closure. In these circumstances, we will charge you for the time the nursery is closed.

20. Invalid clauses

1. If any part of the contract is found by any court or similar authority to be invalid, illegal or unenforceable, that part shall be struck out, but the rest of the contract shall apply.

21. Updates

1. We may change these terms and conditions where such a change arises from changes in regulations or legislation affecting us.
2. We may change any other terms in these terms and conditions provided we give you at least one month’s written notice of our intention to do so.

22. No other terms

1. Each party acknowledges that, in entering into the contract, it has not relied on anything said or written that is not written in the contract. This applies unless fraud is established.

23. Assignment

1. The contract is personal to you. You shall not, without our written consent, transfer to anyone else any of your rights or obligations under the contract.

24. Rights of third parties

1. A person who is not a party to the contract shall not have any rights under or connection with it.

25. Governing law and jurisdiction

1. The contract, and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by the law of England. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.

26. Alternative services: nannying

1. The Nursery may offer parents a home-based childcare provision for one on one care during periods that the nursery school is shut or closed.
2. Such arrangements are to be agreed in advance and in writing by both parties.
3. Payment for a Hatching Dragons employee to attend the home environment will equate to the client’s current nursery fees plus whatever top-up payment is required to cover staff salary, pension, National Insurance contributions, employer National Insurance contributions, and central administration surcharge.
4. Fees will continue to be payable in the same way as outlined in clause 7.
5. Parents are reminded of the non-solicitation clauses within these terms and conditions (6.4).

27. Services for NHS employees

1. Changes to days in nursery can be done for NHS staff with variable shifts. A request should be made to the Principal by the parent a month in advance. Approval will depend on availability of spaces.

1. Interpretation

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

1. Definitions:

   • Business Day — a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   • Candidate — a candidate for placement (temporary or permanent) with a Client for the provision of home-based childcare services.
   • Controller has the meaning given in applicable Data Protection Laws.
   • Client — a person(s) who approaches The Agency either via verbal or written instruction and requests the Agency to introduce the Client to a Nanny, Maternity Nurse, Mother’s Help (or any other childcare professional requested), hereafter referred to as the ‘Candidate’.
   • Data Protection Laws means, as applicable to either party: (i) the GDPR; (ii) the Data Protection Act 2018; (iii) the ePrivacy Directive and/or the Privacy and Electronic Communications Regulations 2003; and (iv) any other applicable law relating to the processing, privacy and/or use of Personal Data.
   • Established job sites — online jobs boards including, but not limited to: Indeed.com, CV Library, Glassdoor, daynurseries.co.uk, childcare.co.uk and the Agency’s own proprietary databases.
   • Job Description — particulars of the roles requested by the Client, to be drafted and designed by the Agency for circulation throughout established job sites.
   • Permanent Nanny — a Candidate that is not employed by the Agency but by the Client.
   • Permitted Purpose — the processing necessary for the employment of the Nanny on a permanent basis.
   • Personal Data — as defined in the Data Protection Laws.
   • Temporary Nanny — a Candidate that is employed by the Agency and deployed to the Client’s home to care for their children.
   • VAT — value added tax chargeable in the UK, if applicable.
2. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
4. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
8. This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns.
9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
11. Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time.
12. A reference to writing or written includes fax and email.
13. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
14. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated from time to time.
15. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
16. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and Duration

1. This Agreement shall commence on the date stated in the summary schedule and shall continue, unless terminated earlier in accordance with clause 8 (Termination).
2. The Agency shall provide the Services to the Client in accordance with this Agreement.

3. The Agency’s Responsibilities

1. Subject to clause 4.1.1, the Agency shall use reasonable endeavours to supply the Services in accordance with this Agreement.
2. Any changes to the Services will be notified to the Client one month in advance.

4. Clients Obligations

1. The Client shall:
   1. on or about the 1st of each month make a payment to the Agency’s Bank Account of the monthly fee illustrated in the summary table above, in line with the Payment Terms outlined in our terms and conditions;
   2. provide to The Agency in a timely manner all documents, information, items and materials required and ensure that they are accurate and complete.
2. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Agency any sum due under this Agreement on the due date:
   1. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
   2. The Agency may suspend all or part of the Services until payment has been made in full.
3. If The Agency’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, then The Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

5. Non-solicitation

1. The Client shall not, without the prior written consent of The Agency, employ the Nanny for a period of six months after the termination of this Agreement.
2. Should the Client be in breach in this regard a placement fee equivalent to 20% of the Nanny’s gross annual salary will be invoiced as a placement fee.

6. Data Protection

1. Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this clause.
2. Each party shall ensure that at all times that: (a) it shall undertake all processing of the Shared Personal Data only for the Permitted Purpose in accordance with this Agreement and in all respects in accordance with Data Protection Laws; (b) it shall undertake processing of the Shared Personal Data only to the extent consistent with the Data Protection Laws; and (c) it shall not by any act or omission cause any person to be in breach of any Data Protection Laws.

7. Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the affairs of the other party, except as permitted by clause 7.2.
2. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under this Agreement; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under this Agreement.

8. Termination

1. Both sides may terminate this agreement with 1 month’s written notice.
2. Should the client terminate the agreement: (a) there will be no refund of advanced fees paid unless provided at the discretion of the management; (b) the Agency will endeavour to provide a replacement nanny or provide alternative childcare for the Client.
3. Should the Agency terminate the agreement, advanced fees will be refunded.

9. Consequences of Termination

1. On termination or expiry of this Agreement: (a) the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest; and (b) the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 6 (Data Protection), clause 7 (Confidentiality), clause 9 (Consequences of termination), clause 12 (Severance), clause 18 (Governing law) and clause 19 (Jurisdiction).
2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

10. Assignment and Other Dealings

1. This Agreement is personal to the Client and the Client 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.
2. The Agency may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that The Agency gives prior written notice of such dealing to the Client.

11. Variation

1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12. Severance

1. 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.
2. If any provision or part-provision of this Agreement is deemed deleted under clause 12.1 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.

13. Entire Agreement

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in this Agreement.

14. No Partnership or Agency

1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15. Third-Party Rights

1. 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.

16. Notices

1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to talent@hatching-dragons.com and/or the Client’s registered email taken upon registration.
2. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if sent by email, at the time of transmission, or, if this time falls outside business hours, when business hours resume (9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday).
3. This clause does not apply to the service of any proceedings or any documents in any legal action or arbitration.

17. Counterparts

1. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18. Governing Law

1. 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.

19. Jurisdiction

1. 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.

Effective Date: as per the date entered into the signed and dated quote secured as part of the confirmation of this Agreement

This Referral Commission Agreement (“Agreement”) is entered into by and between:

Referring Party: as specified in the signed quote that confirms the details of this agreement

Receiving Party: Hatching Dragons Ltd and its affiliates and subsidiaries, registered company number 08847709, registered office 122 Winchcombe Street, Cheltenham, England, GL52 2NW, Email: finance@hatching-dragons.com Phone: +44 330 818 0387

WHEREAS, the Referring Party has the ability to refer potential clients to the Receiving Party for its products or services; and

WHEREAS, the Receiving Party desires to compensate the Referring Party for successful client referrals, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereto agree as follows:

1. Referral Commission

The Receiving Party agrees to pay the Referring Party a referral commission for each referred client who engages in a business relationship with the Receiving Party, under the following terms:

1.1 The referral commission shall be equal to 10% of the total gross revenue generated by the referred client for the Receiving Party over a trading 3 month period.

1.2 The referral commission shall be payable to the Referring Party in equal installments over a period of 3 months from the date when the referred client’s payment is received by the Receiving Party.

1.3 The referral commission will only be paid out for those clients who have signed up and contracted with the Receiving Party.

1.4 The Commission will be payable over a 3 month period, or for as long as the referred client remains with the Receiving Party, whichever is the shorter.

2. Referral Process

2.1 The Referring Party shall refer potential clients to the Receiving Party by providing the necessary contact information and relevant details of the potential client. The Receiving Party will provide:

• A poster and flyers with key information on the provision and QR code
• A dedicated landing page for the Referring Party with a dedicated enquiry form to measure and track all contacts generated by their activities
• Monthly updates on contacts and deals generated (redacted for GDPR)

2.2 The Receiving Party shall make all reasonable efforts to convert the referred leads into clients. The Receiving Party retains the sole discretion to accept or reject any referred client.

3. Payment

3.1 Referral commission payments shall be made via bank transfer to the Referring Party’s designated bank account or payment method within 15 days of the end of each month during the 3-month commission payment period.

3.2 The Receiving Party shall provide the Referring Party with a statement showing the calculation of the commission payable, including a breakdown of the referred client’s gross revenue.

4. Termination

Either party may terminate this Agreement upon written notice to the other party. Upon termination, no further referral commissions shall be payable for referrals made after the effective date of termination.

5. Confidentiality

Both parties agree to maintain the confidentiality of any client information shared during the referral process and not to disclose such information to third parties without the client’s consent.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, excluding any conflict of laws principles.

7. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter hereof.