Partner Referral Programme Terms

These Partner Referral Programme Terms (the "Terms") govern the Renzo introducer referral programme (the "Programme"), operated by Gatenby Technology Group Limited t/a Renzo, a company registered in England and Wales (company number 17295467), registered office 82A James Carter Road, Mildenhall, IP28 7DE ("Renzo", "we", "us"). They are entered into between Renzo and the person or business who takes part as an introducer ("Introducer", "you"). You do not need to be a Renzo customer to take part. By taking part in the Programme you agree to these Terms.

1. Definitions

1.1In these Terms:

2. Nature of the Relationship

2.1You take part as an independent introducer only. You are not an employee, worker, agent, representative or partner of Renzo, and these Terms do not create any employment, agency, partnership or joint venture between you and Renzo.

2.2You introduce potential customers to Renzo. You have no authority to sell, quote, negotiate, make commitments, accept orders, sign anything or otherwise bind Renzo, and you must not hold yourself out as able to do so. Renzo decides in its sole discretion whether to accept any New Customer and on what terms.

3. Eligibility

3.1The Programme is open to any person or business that agrees to these Terms, whether or not they are a Renzo customer.

3.2A referral only qualifies where the person referred is a completely new tenant, as defined in clause 1.1. Self-referrals are not permitted: you may not refer yourself, a business you control or are controlled by, or a business under common control, and you may not create or use fake or duplicate accounts to obtain Commission.

3.3Renzo may verify eligibility and may decline any referral at its reasonable discretion.

4. How to Refer

4.1Renzo will give you a unique referral link or code. A referral is valid only where the New Customer signs up through your unique link or code, or identifies you as the Introducer at sign-up, and had no prior relationship with Renzo.

4.2First come, first served: if more than one Introducer or Referrer refers the same New Customer, the first validly registered referral takes precedence. No Commission is payable to a later Introducer for the same New Customer.

5. Commission

5.1Where a New Customer you have validly referred signs up for a paid Renzo subscription, you are entitled to Commission of 10% of each Subscription Fee actually paid by that New Customer during the Commission Period. There is no minimum subscription period: you begin to earn Commission from the New Customer’s first paid month.

5.2The "Commission Period" is the period of twelve (12) months beginning on the first day of the New Customer’s first paid month. Commission is payable only for Subscription Fees paid within the Commission Period. After the Commission Period ends, no further Commission is due, even if the New Customer continues to subscribe.

5.3Commission accrues month by month, only for each month within the Commission Period in which the New Customer actually pays a Subscription Fee that Renzo receives and retains. It is calculated on the base Subscription Fee only, as defined in clause 1.1.

5.4Commission stops immediately and automatically if the New Customer cancels, is suspended, downgrades to a non-paying or free plan, stops paying, or otherwise ceases to hold an active paid subscription. No Commission is due for any period after that, and no lump sum, notice or tail payment is due on cessation.

5.5If a New Customer later re-subscribes after cancelling, that re-subscription is not a new Referral, does not give rise to further Commission, and does not extend or restart the Commission Period.

5.6If a Subscription Fee is later refunded, charged back or reversed, or a New Customer or referral is found to be ineligible or fraudulent, Renzo may withhold the related Commission or reverse Commission already paid (for example, by offsetting it against future Commission or invoicing you for the amount).

5.7Where the New Customer pays for a full year in advance, Commission is 10% of that annual Subscription Fee, payable in full once Renzo has received and retained the payment. As a twelve-month annual payment covers the whole Commission Period, no further Commission accrues in respect of that New Customer during that period. Clause 5.4 does not require repayment of Commission on a later cancellation: Commission properly paid on an annual Subscription Fee that Renzo has received and retained is not clawed back, because the fee is non-refundable. Clause 5.6 continues to apply to refunds, chargebacks, reversals, ineligibility and fraud.

5.8Commission for any one New Customer is in all cases limited to 10% of twelve (12) months' Subscription Fees, and no period is counted more than once. Where a New Customer changes billing frequency during the Commission Period (for example, from monthly to annual), Renzo calculates the Commission so that the total does not exceed this limit and does not double-count any period already commissioned.

6. Self-Billing and Payment

6.1Commission is paid under a self-billing arrangement. Renzo will calculate the Commission due to you each month and will issue a self-billed invoice on your behalf for that amount. You do not need to (and must not) raise your own invoices for Commission.

6.2By taking part in the Programme you agree that: (a) Renzo may issue self-billed invoices on your behalf for all Commission due under these Terms for as long as you take part in the Programme (reviewed at least every twelve (12) months); (b) you will accept each self-billed invoice Renzo issues; (c) you will not issue your own invoices for Commission; and (d) you will notify Renzo immediately if you become or cease to be VAT registered, your VAT registration number changes, or you sell or transfer your business.

6.3Renzo will send each self-billed invoice to your contact email and pay it within 30 days of issue, to the bank account you have provided. You are responsible for keeping your bank and VAT details accurate and up to date; Renzo is not liable for payments made to the details you have provided.

6.4Commission is paid in arrears. Renzo pays Commission only on Subscription Fees it has actually received from the New Customer.

6.5Renzo's records are conclusive evidence (in the absence of manifest error) of whether a referral qualifies, whether Commission is due, and the amount.

7. Disclosure of Commission

7.1Where you recommend Renzo to a client or contact, you must clearly disclose to them that you receive commission from Renzo if they sign up. This applies in particular where you recommend Renzo to your own clients or to businesses that rely on your advice.

7.2Disclosure under clause 7.1 is a condition of payment. Renzo may withhold or reverse Commission where you have failed to make it.

8. Tax and VAT

8.1Commission is a payment to you for introducing New Customers. You are solely responsible for accounting for and paying any income tax, National Insurance, corporation tax or other tax due on your Commission, and you will indemnify Renzo against any such liability, and any related interest or penalties, that Renzo is required to pay in respect of your Commission.

8.2If you are registered for VAT and have provided Renzo with a valid VAT registration number, Commission is exclusive of VAT and each self-billed invoice will show VAT at the applicable rate, which Renzo will pay in addition. If you are not VAT registered (or have not provided a valid VAT number), self-billed invoices will not show VAT and Commission is treated as inclusive of any tax for which you are responsible. The accuracy of each self-billed invoice depends on the VAT information you have provided under clause 6.2(d).

9. Anti-fraud and Abuse

9.1Renzo may withhold Commission, and suspend or remove you from the Programme, where it reasonably suspects fraud, self-referral, fake or duplicate accounts, misrepresentation, or any breach of these Terms.

10. How you Promote Renzo

10.1When telling others about Renzo you must: give accurate information based on Renzo's published materials; not make misleading, exaggerated or disparaging claims; not send unsolicited marketing in breach of the Privacy and Electronic Communications Regulations (PECR) or spam; not imply that you are Renzo or that you speak or act on Renzo's behalf; and use Renzo's name, logo and branding only in line with any brand guidance we provide.

11. Intellectual Property and Confidentiality

11.1All intellectual property rights in Renzo, including the Renzo name, logo, trade marks, branding, website, software, and any promotional or marketing materials we make available to you, are and remain the property of Renzo (or our licensors). You acquire no rights in them by taking part in the Programme. We grant you a limited, non-exclusive, revocable licence to use the Renzo name, logo and materials solely to promote Renzo under these Terms and in line with any brand guidance we provide; you must not alter, misuse, register or attempt to register, or claim ownership of any of them, and you must stop using them if you leave the Programme or we ask you to.

11.2You must not, without our prior written consent: (a) register or use any domain name, social media handle, username, app or business name that contains "Renzo" or is confusingly similar to our name or brand; (b) bid on or use "Renzo" or any of our trade marks (or close variants) as a keyword or term in any paid search or online advertising; or (c) present yourself online in any way likely to make people think your website, page or account is operated or endorsed by Renzo. If we ask, you will promptly cancel or transfer to us any such domain, handle or account.

11.3All goodwill arising from any use of the Renzo name, logo and brand belongs to Renzo. You acquire no ownership in it, and to the extent you acquire any rights in our name, trade marks or brand you assign them, and will do what we reasonably ask to assign them, to Renzo.

11.4You must keep confidential all non-public information about Renzo and its business that you obtain through the Programme, such as our pricing, product, customer and prospect information, plans and know-how, and anything a reasonable person would understand to be confidential ("Confidential Information"). You must not use or disclose it for any purpose other than taking part in the Programme, must protect it with reasonable care, and must not share Renzo's company or customer information with any third party without our prior written consent. On leaving the Programme you must stop using and, if we ask, return or securely delete any Confidential Information and Renzo materials you hold. This does not apply to information that becomes public through no fault of yours, or that you must disclose by law. Your duty to keep this information confidential continues even after you leave the Programme.

12. Compliance with Laws and Anti-Bribery

12.1You must comply with all laws, regulations and industry codes that apply to how you promote Renzo and take part in the Programme, including the UK GDPR, the Privacy and Electronic Communications Regulations (PECR), consumer protection law, and the UK advertising codes (including the CAP Code).

12.2You must not offer, give, request or accept any bribe, or any improper payment or inducement, and you must comply with the Bribery Act 2010. You must not do, or fail to do, anything that would cause Renzo to breach that Act.

13. Data Protection

13.1Where you provide a prospective customer's personal data to Renzo (including through the referral link or at sign-up), you confirm that you have a lawful basis to share it and, where required, the individual's consent under PECR. Renzo processes referral data as controller for the purpose of operating the Programme, as described in our Privacy Policy.

14. Changes, Withdrawal and Ending your Participation

14.1Renzo may change these Terms, or suspend or withdraw the Programme, on 30 days' notice. Changes do not affect Commission that has already been fully earned before the change takes effect. Continued participation after the effective date of a change is acceptance of it.

14.2You may stop taking part in the Programme at any time by telling us (for example, at hello@renzohr.com). Renzo may also end your participation at any time, including under clause 9. When your participation ends, your referral link stops working and no Commission is earned on any referral, sign-up or subscription payment occurring after that. Renzo will still pay any Commission you had already properly earned on your referrals up to that point in the normal way, and no further Commission is payable after that. Clauses intended to continue afterwards will do so, as set out in clause 17.3.

15. Indemnity

15.1You will indemnify Renzo, and keep Renzo indemnified, against all losses, damages, costs (including reasonable legal costs), claims and liabilities that Renzo suffers or incurs arising out of or in connection with: (a) your breach of these Terms; (b) any misleading, inaccurate or unauthorised statement you make about Renzo or its services; (c) your breach of any law, regulation or code, including data protection law, PECR, advertising codes or the Bribery Act 2010; (d) your infringement or misuse of the intellectual property rights of Renzo or any third party; or (e) any third-party claim arising from your acts or omissions in connection with the Programme. This is in addition to the tax indemnity in clause 8.1.

16. Liability

16.1Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited. Subject to that, Renzo is not liable for indirect or consequential loss, or for lost or anticipated Commission, and Renzo's total liability in connection with the Programme is limited to the value of any Commission properly due to you but not paid.

17. General

17.1You may not assign these Terms. Renzo may assign them to a group company or successor. A failure to enforce a term is not a waiver of it, and if any term is unenforceable the remainder continues in force. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

17.2These Terms, together with our Privacy Policy and anything they expressly incorporate, form the entire agreement between you and Renzo about the Programme and replace any earlier discussions, statements or arrangements about it.

17.3Any provision that by its nature is intended to continue after your participation ends will continue in force, including clause 5.6, clause 5.7, clause 6.5, clause 8 (Tax and VAT), clause 11 (Intellectual Property and Confidentiality), clause 15 (Indemnity) and clause 16 (Liability).

18. Governing Law

18.1These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Acceptance

You do not need to sign this document. You accept these Partner Referral Programme Terms electronically, using the personal invitation link Renzo sends you. The join page states that by continuing you agree to these Terms (including the self-billing arrangement in clause 6) and acknowledge our Privacy Policy; by completing and submitting that form you agree to these Terms with Gatenby Technology Group Limited t/a Renzo. Your details (including legal name, any company and VAT numbers, address, contact email and bank details for Commission) are collected on the same page, and it is your responsibility to keep them accurate and up to date through the partner portal.

Renzo records your acceptance, including the date and time. In line with clause 6.5, that record is conclusive evidence (in the absence of manifest error) that you have agreed to these Terms, including the self-billing arrangement in clause 6.