Cognism Referral Programme Terms and Conditions

These Terms govern the relationship between Cognism Limited of Woodberry Grove, North Finchley, London, United Kingdom, N12 0DR (“Cognism”) and each participant who registers on Cognism’s website (“Website”) for the referral programme (“you”).

NOTICE : Please read these Terms carefully. You may NOT participate in the affiliate program unless you agree to these Terms and the Cognism website Terms of Use.

By signing up to and participating in the referral program, you are agreeing to comply with and be legally bound by these Terms and the Cognism website Terms of Use.

TERMS OF REFERRAL

1.1. The following definitions apply to this Agreement: 

1.2. Neither the order of the Clauses, Schedules or paragraphs nor the headings shall affect the interpretation of this Agreement.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 

1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

1.7. A reference to Legislation is a reference to it as amended, extended or re-enacted from time to time.

1.8. A reference to writing or written includes faxes and e-mail. 

1.9. 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.

1.10. The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.

1.11. The words “other” and “otherwise” are not to be construed as being limited by any words preceding them. 

2. APPOINTMENT AS INTRODUCER

Cognism hereby engages Introducer to introduce Introducer’s customers and contacts in the Territory to Cognism in accordance with this Agreement. 

3. THE PARTIES’ OBLIGATIONS 

3.1. During the Term, Introducer shall: 

             3.1.1. act at all times in the best interests of Cognism and use reasonable endeavours to introduce Introducer’s customers and contacts to Cognism;

             3.1.2. comply with all reasonable and lawful instructions of Cognism; and

             3.1.3. not enter agreements on behalf of Cognism or incur any liabilities on behalf of Cognism unless authorised in writing by Cognism.

3.2. Cognism shall not be responsible for any costs or expenses incurred by the Introducer unless such costs have been agreed in advance by Cognism in writing.

3.3. Cognism shall be under no obligation to:

             3.3.1. follow up on any introduction made by Introducer; or

            3.3.2. enter into any form of agreement and/or arrangement with any Introducer’s customers and contacts introduced by the Introducer. 

3.4. Cognism shall be entitled to appoint other referral agents/introducers in respect of the Services. 

3.5. Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Cognism in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised.  

4. MARKETING

4.1. Cognism will, on request, provide Marketing Materials to Introducer. Introducer will use the Marketing Materials to introduce Introducer’s customers and contacts to Cognism.

4.2. Introducer may, with the prior written consent of Cognism, translate the Marketing Materials into local languages, provided that there are no substantial or material changes to the meaning or appearance of the Marketing Materials. 

5. REPORTING AND PAYMENT 

5.1. Cognism shall prepare a report in respect of Services provided to each Introduced Client, which contains sufficient detail to allow Introducer to determine the Commission payable under this Agreement (“Reports”).

5.2. Cognism shall provide copies of Reports to Introducer every 3 months or as otherwise agreed with Introducer in writing. 

5.3. On receipt of Reports, Introducer shall issue an invoice for any Commission due. Invoices shall be payable by Cognism within 30 days of the invoice date.

5.4. All amounts in this Agreement exclude VAT and applicable taxes. 

6 CONFIDENTIALITY

6.1. Each party may have access to Confidential Information of the other party under this Agreement. A party’s Confidential Information shall not include information that:

            6.1.1. is or becomes publicly known through no act or omission of the receiving party; or  

          6.1.2. was in the other party’s lawful possession prior to the disclosure; or 

          6.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or 

          6.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

          6.1.5. is required to be disclosed by Legislation, by any court of competent jurisdiction or by any regulatory or administrative body.  

6.2. Each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

6.3. Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.  

6.4. This Clause 6 will survive termination of this Agreement for a period of 5 years. 

7. WARRANTIES

7.1. Each party warrants that it has full power and authority to enter into this Agreement and that it shall comply with all applicable law.

7.2. Introducer warrants, represents and undertakes that it will: 

          7.2.1. use reasonable endeavours to introduce Introducer’s customers and contacts to Cognism; 

          7.2.2. report in writing to Cognism from time to time and upon Cognism’s request on progress made with introductions;

          7.2.3. act in, and use its best endeavours to protect, the commercial interests of Cognism; 

          7.2.4. provide Cognism with feedback on the Services obtained by Introducer in the course of performing its obligations under this Agreement; 

          7.2.5. inform customers of the Introducers relationship with Cognism and the existence of commission; and

          7.2.6. immediately disclose to Cognism any conflict of interest which arises in relation to the performance of this Agreement by Introducer as a result of any present or future appointment, employment or other interest of Introducer. 

7.3. Cognism warrants, represents and undertakes that:

          7.3.1. all information provided to Introducer is true, accurate, not misleading and will be kept up to date; and

        7.3.2. it will provide all assistance reasonably requested by Introducer to enable Introducer to comply with its obligations under this Agreement. 

8. COMPLIANCE WITH LAWS AND ANTI-BRIBERY

8.1. Introducer shall: 

        8.1.1. comply with all applicable laws and regulations, including anti-bribery and anti-corruption legislation;

        8.1.2. comply with any ethics or anti-bribery policies issued by Cognism from time to time; 

        8.1.3. have in place (and properly enforce) its own policies and procedures to ensure compliance with all applicable anti-bribery and anti-corruption legislation; and

        8.1.4. report any request for undue financial or other advantage received by Introducer. 

9. LIMITATION OF LIABILITY

 9.1. This clause 9 sets out Cognism’s entire financial liability to Introducer: 

        9.1.1. arising under or in connection with this Agreement;

        9.1.2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 

9.2. Except as expressly and specifically provided in this Agreement, Cognism disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to its services, their use and the results of such use. 

 9.3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.

9.4. Nothing in this Agreement excludes the liability of Cognism: 

        9.4.1..for death or personal injury caused by Cognism’s negligence;

        9.4.2. for fraud, fraudulent misrepresentation or fraudulent misstatement; or 

        9.4.3. any statutory liability not capable of limitation.

9.5. Subject to Clause 9.4, Cognism shall not in any circumstances be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.  

9.6. Subject to Clause 9.4, Cognism’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the lower of (i) £1,000 and (ii) the amount of Commission actually paid to Introducer in the 12 month period preceding the date on which the claim arose.

10. TERM AND TERMINATION 

10.1. This Agreement will commence on the Effective Date and will continue for the Initial Term. On expiry of the Initial Term, this Agreement shall be automatically renewed for successive renewal periods equal to the Initial term (each, a “Renewal Term”).

10.2. Either party may terminate this Agreement on at least 30 Business Days written notice to the other party, such notice to expire at the end of the Initial Term or any Renewal Term then in effect. 

10.3. 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:

        10.3.1. is in material breach of this Agreement; or

        10.3.2. ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts. 

10.4. Any termination is without prejudice to either party’s accrued rights or remedies. 

10.5. On termination of this Agreement for any reason: 

        10.5.1. if and to the extent that the Commercial Agents (Council Directive) Regulations 1993 (as from time to time amended) (the “Regulations”) apply, provided that Introducer gives notice of its intention as required under the Regulations, Introducer shall have the right to be indemnified as provided in Regulation 17 of the Regulations unless any of the circumstances mentioned in Regulation 18 of the Regulations apply. Introducer shall have no right to any compensation under the Regulations on termination of this Agreement;

        10.5.2. the appointment of Introducer shall end; and 

        10.5.3. Introducer shall (at Cognism’s option) promptly return or destroy any Marketing Materials and other property of Cognism.

10.6. The accrued rights and remedies of the parties, and Clauses 1, 5, 6, 8, 9, 10.4, 10.5, 10.6, 11-22 will survive termination of this Agreement for any reason. 

11. FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for any failure or delay to perform its obligations under this Agreement, if that failure or delay is a result of a Force Majeure Event (whether or not reasonably foreseeable at the time of entering into this Agreement) making it impractical for the other party to perform its obligations. 

12. PROMOTION

Each of the parties may refer to the other party on its websites, in its marketing materials and in negotiations with third parties, unless notified otherwise in writing by the other party. 

13. PARTNERSHIP

13.1. 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 

13.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. WAIVER 

A waiver of any right under this Agreement is only effective if it is in writing. 

15. SEVERANCE

If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force. 

16. ENTIRE AGREEMENT 

16.1. 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.

16.2. 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. 

16.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16.4. Nothing in this Clause 16 shall limit or exclude any liability for fraud. 

17. VARIATION

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

18. ASSIGNMENT

Introducer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Cognism. 

19. THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 

20. NOTICES

20.1. Any notice required to be given under this Agreement will be in writing and will be sent to the email addresses set out in the Engagement Letter. 

20.2. Notices will be deemed to have been received at the time of transmission or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

21. COUNTERPARTS 

21.1. 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.

21.2. A counterpart of this Agreement executed and transmitted electronically (including by use of online document execution service ‘’Docusign’, or similar) shall be treated as fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. 

22. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales and the courts of England shall have exclusive jurisdiction.