Introducer Partner Programme

1. Definitions

Partner: Any business or individual registered and verified under clause 12 who makes genuine introductions and participates in this Introducer Partner Programme, including consultancies, software and service vendors, freelancers, recruitment agencies, headhunters and individual recruiters.

Provider: Keferboeck Ltd., a company registered in England and Wales under company number 12840144.

Client: Any business, organisation, or individual who engages the Provider for services as a result of a Partner referral.

Referral: The introduction of a prospective Client to the Provider by the Partner, documented in writing (email or referral form).

Commission: The percentage of Contract Value (Commissionable Fees) payable to the Partner as compensation for successful referrals. Commission is never a share of the Client's revenue, turnover or profit.

Contract Value (Commissionable Fees): The fees the Provider invoices for its own work, before VAT, after deducting the project costs listed below, net of any discounts, vouchers or credits granted to the Client (including the newsletter welcome voucher), and counting only amounts the Client has actually paid. Deductible project costs, where incurred for the engagement and recharged to the Client, are: (a) VAT and any sales tax; (b) advertising and media spend paid to platforms such as Google, Meta, TikTok or LinkedIn; (c) software licences and subscriptions bought for the project, including SaaS tools, plugins, themes, extensions and third party APIs; (d) cloud hosting and infrastructure, including servers, storage, CDN, domains, SSL certificates and backups; (e) metered third party usage such as AI or LLM API usage, email, SMS or messaging sending, and payment gateway or transaction fees; (f) third party contractors or specialists engaged for the project; (g) licensed data, stock media, images or fonts; (h) hardware or equipment purchased for the Client; (i) pre agreed travel and direct expenses; (j) insurance premiums or supplements attributable to the Client's engagement, such as cyber, data or professional indemnity cover required by the Client's data volume, customer numbers or contractual insurance limits, itemised on the invoice; and (k) any other cost incurred specifically for the engagement and recharged to the Client at or near cost and itemised on the invoice. Commission is never payable on these costs, on the Client's own spend, or on any share of the Client's revenue or profit.

Retainer Engagement: An ongoing monthly service arrangement with regular recurring payments.

Project Engagement: A fixed scope, fixed price arrangement for a defined deliverable or set of deliverables.

Performance Based Engagement: An arrangement where fees are wholly or partially dependent on achieving defined results or performance metrics.

2. Purpose of This Agreement

This Agreement establishes a referral arrangement that enables businesses and individuals to generate additional revenue by introducing prospective clients to the Provider. The Provider specialises in growth hacking, performance marketing, eCommerce development, SaaS development, data science, and related digital services.

3. Eligibility

This programme is open to the following, provided they meet the registration and verification requirements in clause 12 and are not employees, directors or officers of the company they introduce:

• Businesses of any kind whose clients, customers or network need development, data or marketing capacity, such as consultancies, accountants, software and service vendors, hosting providers and suppliers
• Individuals such as freelancers, consultants, fractional executives and other professionals who can make a genuine, consented introduction
• Recruitment agencies, headhunters and talent acquisition professionals, in particular where a full time placement does not fit the client
• A business registers and communicates from its own domain and through a named person; a personal mailbox is not treated as the business
• Marketing, development and creative agencies that want to white label the Provider's services should register under the Agency Partner Programme instead; an agency may hold only one of the two registrations at a time

4. Commission Structure

4.1 Retainer Engagements

For ongoing monthly retainer arrangements:

• Commission Rate: 15% of the monthly Contract Value (Commissionable Fees, as defined above) for the first twelve months from the Client's first invoice, then 10%
• Payment Frequency: Monthly, paid after the Provider receives payment from the Client, and only on Commissionable Fees actually paid
• Duration: Commission is payable at the stepped rates above for a maximum of twenty four (24) months from the Client's first invoice, after which no further commission is due
• Example: A client on a GBP 5,000 per month retainer generates GBP 750 per month commission in the first year, then GBP 500 per month in the second year, after which commission ends (twenty four months in total)

4.2 Project Engagements

For fixed scope project work:

• Commission Rate: 15% of the total Project Value, calculated as Commissionable Fees (as defined above), for projects signed within the first twelve months of the Client relationship, then 10% for later projects
• Payment: Commission is paid in proportion to milestone payments received from the Client, and only on Commissionable Fees actually paid
• Example: A GBP 50,000 project generates GBP 7,500 total commission, paid as the Provider receives payments

Ceiling per engagement. Total commission on any one engagement (a retainer or a fixed price project the Client signs) is capped at GBP 50,000 across its twenty four (24) month commission period (EUR 58,000 or USD 63,000 where the engagement currency is euro or US dollar). The ceiling applies per engagement, not per Partner; there is no limit on the number of Clients or engagements a Partner may introduce. An engagement split into parts to avoid the ceiling is treated as one engagement.

4.3 Performance Based and Growth for Equity Engagements

Referral commission does not apply to engagements where the Provider's fee depends wholly or partly on results (performance based or commission based pricing) or to growth for equity arrangements, because the Provider's own compensation on them is variable, may be thin, or may take the form of equity that cannot be paid out as cash commission:

• No commission is payable on performance based, commission based or revenue share fees, or on any equity, options or other non cash consideration the Provider may receive
• A referred Client's standard retainer or fixed price project work remains commissionable in the normal way; only the performance, revenue share or equity element is excluded
• Any commission on a performance based, commission based or equity engagement must be agreed in a separate written agreement before the engagement begins

4.4 Commission Negotiation

The 15% commission rate is the standard rate. Partners may negotiate different rates based on factors such as volume of referrals, exclusivity arrangements, or strategic partnerships. Any negotiated rates must be agreed in writing before they take effect.

5. Referral Process

To ensure proper attribution and commission payment, Partners must follow this referral process:

1. Submit referral details in writing via email to georg@keferboeck.com or through the designated referral form
2. Include: Client name, contact details, brief description of requirements, and how the introduction was made
3. The Provider will acknowledge receipt within 2 business days
4. The Provider will update the Partner on progress at least monthly until the opportunity is closed
5. Upon successful conversion, the Partner will receive written confirmation of the commission arrangement

6. Services Available for Referral

Partners may refer clients seeking any of the following services:

• Growth Hacking and Performance Marketing
• Google Ads Management and Paid Advertising
• eCommerce Development and Optimisation
• SaaS and Custom Software Development
• Data Science, Analytics, and Business Intelligence
• Web Application Security and Compliance
• Strategic Consulting and Fractional Executive Services

7. Payment Terms

Commissions are calculated monthly based on payments received from the Client during the preceding calendar month. Nothing is paid in advance, on signature or as a lump sum: commission follows the Client's payments.

Commission statements are issued within 5 business days of the end of each month.

Payment is made within 14 days of the commission statement date.

Currency and exchange rates. Commission is calculated in the currency in which the Client pays the Provider (the engagement currency) and is paid by bank transfer in that currency by default. The Partner may elect, at registration or with 30 days' notice, to be paid in GBP, EUR or USD instead. Where the payout currency differs from the engagement currency, the Provider converts the commission at the European Central Bank reference rate on the date of the commission statement; the Partner bears the exchange rate risk and any conversion or receiving bank charges, and the Provider never owes more than the engagement currency amount. Refunds, reversals and chargebacks are clawed back at the rate used when the commission was paid, so exchange rate movements create neither a gain nor a loss for either party. Each party bears its own bank charges.

Invoice required. Commission is paid against the Partner's invoice to Keferboeck Ltd, quoting the commission statement it relates to. Without a correct invoice nothing is paid; where the invoice arrives after the statement, the payment term runs from the date the correct invoice is received.

VAT. All commission rates and amounts are exclusive of VAT. A Partner registered for UK VAT adds VAT at the applicable rate on its invoice. A Partner established outside the United Kingdom invoices without VAT: the commission is a business to business service supplied to a UK customer, the Provider accounts for it under the reverse charge where applicable, and the invoice must show both parties' VAT numbers and the reverse charge wording where the Partner's country requires it. A Partner who is not registered for VAT charges no VAT and cannot add it later for commission already paid.

Taxes and status. By registering, the Partner confirms that it is registered as a business or self-employed in its country, that it declares and pays all taxes and contributions due on commission, and that the VAT status it gave is correct and will be updated within 14 days of any change. The Provider may request evidence (company register extract, VAT number validation) and may hold payment until the invoice and status are in order. The Provider withholds tax only where the law obliges it to.

8. Transparency and Reporting

The Provider commits to full transparency regarding referred client relationships. Partners receive monthly reports detailing: active clients, services provided, invoiced amounts, and commission earned.

Partners may request additional information reasonably necessary to verify commission calculations.

The Provider will notify Partners promptly of any material changes to client relationships, including termination or significant scope changes.

9. Partner Obligations

The Partner agrees to:

• Provide accurate and truthful information about prospective Clients
• Not make false, misleading, or exaggerated claims about the Provider or its services
• Maintain confidentiality regarding commission rates, client information, and commercial terms
• Comply with all applicable laws and regulations, including data protection legislation
• Obtain appropriate consent before sharing prospective Client information with the Provider
• Respond promptly to reasonable requests for information regarding referrals

10. Provider Obligations

The Provider agrees to:

• Treat referred Clients with professionalism and provide services to the agreed standard
• Maintain business insurance appropriate to the services it provides, with details of current cover available to Partners on request
• Provide timely and accurate commission reporting
• Pay commissions promptly in accordance with the agreed payment terms
• Notify the Partner of the outcome of referrals in a timely manner

11. Non Exclusivity

This Agreement is non exclusive. Partners may refer prospects to other service providers, and the Provider may accept clients from any source.

Exclusive referral arrangements may be negotiated separately and must be documented in a separate written agreement.

12. Referral Attribution

A referral is attributed to a Partner if: (a) the referral was documented in writing before any contact between the Provider and the prospective Client, and (b) the Client engages the Provider within 12 months of the referral date. No commission is payable for prospects who were already in contact with the Provider, or who are existing or former clients of the Provider.

Two independent introductions. Where two or more registered Partners independently introduce the same Client, the Client decides: at onboarding the Provider asks the Client which Partner's introduction led to the engagement, identified by that Partner's Partner ID or, failing that, by name and details. Commission is paid to that Partner only; every other Partner receives nothing for that Client, whoever wrote first. Only if the Client names no Partner does the first documented introduction prevail. The Provider's record of the Client's answer is final.

The Provider decision on attribution is final, though disputed cases will be reviewed in good faith.

No entitlement without paid fees, and expiry is final. A referral, introduction, meeting or proposal creates no entitlement on its own; commission arises only on Commissionable Fees actually received by the Provider under an engagement the Client signs within the 12 month attribution period. Where no engagement is signed, nothing is owed, and the Partner's own costs are never reimbursed. Attribution is per Client: within that period, any engagement the Client signs counts, whichever service it concerns. Once a referral has expired it confers no rights, even if the Client later engages the Provider for the same or any other matter; such a Client is treated as a direct client of the Provider.

Registered and verified Partners only. A referral can only be made by a Partner who has registered with the Provider in writing and provided their full legal name, their company name or, for individuals, their trade registration and tax or VAT number, their business address, their website or professional profile, and a bank account in their own or their company's name. The Provider may verify these details and may decline or end any registration at its discretion. Each referral must be submitted in writing by the registered Partner before any contact between the Provider and the prospective Client, naming the company and the contact person and confirming that the contact consented to the introduction. A claim made after the fact, or by anyone who has not registered, is not a referral and creates no entitlement, whatever the claimant may have said or done.

No employees of the Client. A referral is ineligible where the Partner, or the individual making the introduction on the Partner's behalf, is an employee, director or officer of the Client. Independent contractors and freelancers working for the Client may refer it.

No chains, no sub-referrals. A Referral requires a direct introduction of the Client to the Provider by the registered Partner. Telling another person about the Provider or this programme, or passing a lead to another Partner, is not a Referral. Where a Client reaches the Provider through more than one person, only the registered Partner who made the direct, documented introduction is attributed. Nothing is owed to anyone earlier in the chain, whatever they may have said or agreed, and any arrangement between them is their own and does not bind the Provider. One commission per Client: commission is never split, stacked or paid more than once, and the Provider's attribution decision is final.

13. Confidentiality

Both parties agree to maintain the confidentiality of all information exchanged under this Agreement, including client information, commission rates, and business terms.

Confidential information shall not be disclosed to third parties without prior written consent, except where required by law.

This confidentiality obligation survives termination of this Agreement.

14. Data Protection

Both parties shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

Partners must ensure they have appropriate legal basis and consent to share prospective Client contact information with the Provider.

The Provider will process referral data only for the purposes of this Agreement and in accordance with its Privacy Policy.

15. Limitation of Liability

The Provider liability to the Partner under this Agreement is limited to the total commissions paid in the 12 months preceding any claim.

Neither party shall be liable for indirect, consequential, or special damages.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

16. Termination

Either party may terminate this Agreement by providing 30 days written notice.

The Provider may terminate immediately if the Partner materially breaches this Agreement.

Upon termination, the Partner continues to receive commission for existing referred Client relationships for a period of 12 months from the termination date, or until the Client relationship ends, whichever is sooner.

No commission is payable for referrals made after the termination notice is given.

17. Dispute Resolution

The parties agree to attempt to resolve any disputes through good faith negotiation before pursuing formal legal action.

If negotiation fails, disputes shall be referred to mediation before any court proceedings are commenced.

18. Governing Law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising from this Agreement.

19. Amendments

The Provider may amend these terms from time to time. Partners will be notified of material changes at least 30 days before they take effect. Continued participation after changes take effect constitutes acceptance.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.

21. Refunds, Clawbacks & Collected Revenue

Commission is calculated only on amounts actually received by the Provider. If Client payments are refunded, reversed or subject to chargeback, the corresponding commission is deducted from future commission payments or, where none are due, repayable on request. No commission is payable on unpaid invoices, bad debts, expenses or third party costs.

22. Excluded Industries & Right to Decline

The Provider does not accept work involving anything illegal, scams or deceptive operations, escort services, gambling or betting, pornography, drugs or other addictive substances, or business models that rely on addiction (responsibly marketed alcohol brands such as breweries and wineries are acceptable). Referrals from excluded industries are declined without commission, and the Provider may decline any Referral or engagement at its sole discretion without giving reasons.

23. Relationship of the Parties & No Authority

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, joint venture, legal partnership or agency. The Partner has no authority to conclude contracts, give quotes, make guarantees or promise outcomes on behalf of the Provider, and the Provider is bound only by terms it has itself agreed in writing with a Client.

24. Non-Circumvention & Non-Solicitation

The Provider will not circumvent the Partner: engagements resulting from a valid Referral remain commissionable as set out in this Agreement, including where the Client later approaches the Provider directly. The Provider will not actively solicit the Partner's own client relationships beyond the referred engagement. Independent inbound enquiries that do not result from a documented Referral are neither circumvention nor solicitation and carry no commission.

The Partner will not divert or solicit the Provider's existing clients, staff or subcontractors, and will not present the Provider's work, tools or methods as its own outside an agreed White Label arrangement.

25. Brand & Publicity

Neither party may use the other's name, logo or trademarks, or publicly announce the partnership, without prior written consent.

26. Bespoke Terms & Precedence

These are the Provider's standard partner terms. They can be adjusted per partnership: individually negotiated rates, exclusivity, attribution windows or other terms are valid when documented in a written agreement signed or confirmed by both parties, and such bespoke terms prevail over these standard terms.

27. Charitable Donation Pledge on Partner Projects

The Provider operates a voluntary charitable donation pledge, currently 1% of project fees actually received, as described at keferboeck.com/social-impact and in clause 16 of the general Terms of Service. For engagements introduced under this Agreement, the Partner may opt in or opt out of client facing participation at any time by written notice. Opting in means the end client selects the receiving charity from the published list and receives copies of donation receipts; opting out means the pledge is not communicated to the end client and the Provider selects the charity itself.

An opt out does not end the donations themselves: the Provider remains free to donate in respect of any fees it receives, at its sole discretion and from its own funds. The pledge is never presented under the Partner brand without express written consent of the Provider.

The pledge has no effect on the Partner commission or any other amount payable under this Agreement. Donations are funded exclusively by the Provider, calculated after and net of partner commissions, third party tools, applications, licences, hosting and other project costs, and are never deducted from amounts payable to the Partner.

The pledge is voluntary and prospective only: it applies solely to fees received after its introduction in August 2026 and creates no obligation for earlier engagements or fees. It confers no enforceable rights on the Partner, any client or any charity, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, may be varied, suspended or withdrawn by the Provider at any time with prospective effect, and may be deferred or suspended without liability in periods of illness or financial difficulty. Neither the Partner nor any client may describe the donations as sponsorship or as their own, or use them in advertising, without prior written consent of the Provider.

28. Contact

To register as an Introducer Partner, submit a referral, or discuss the programme, please contact:

Email: georg@keferboeck.com