Pinpoint Sales Referral T&Cs

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party”), whether orally or in writing, that is marked confidential or should reasonably be regarded as confidential. Pinpoint customer and prospect information is Confidential Information whether or not it is marked as confidential.

“Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing, Sub-Processor and appropriate technical and organisational measures” each have the meanings as defined in the Data Protection Legislation.

“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

“Effective Date” means the date on which Pinpoint formally accepts the Partner into the partnership program. This date marks the commencement of all rights, obligations, and benefits outlined in these Terms and Conditions, including eligibility for Revenue Share and other compensation.

“Net Revenue” means the initial Subscription Service fees that are actually paid to us by an End User or by Partner for an End User for the Subscription Service in the first 12 months of this Agreement. Net Revenue shall be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Pinpoint.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service; and, for the purposes of these Terms, Other Products include all of our legacy products, and any implementation, data migration, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Prospect” a personal or entity to whom either party has not at any time previously provided the Partner Services or any Other Products and to whom enters into an active sales cycle within 90 days of being contacted by the Receiving Party

“Relevant Contract” means a contract for the supply of the Subscription Service entered between Pinpoint and a Prospect that was referred or introduced to Pinpoint by you.

“Revenue Share” means an amount equal to 10% of Net Revenue paid to us by a Prospect from the start of the subscription for the Subscription Service under a Relevant Contract until the Prospect terminates the Relevant Contract or it expires.

“Subscription Service” means our web-based subscription recruitment software, and add-on products. The Subscription Service does not include our legacy products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

2.1. We hereby appoint you on a non-exclusive basis to identify and refer Prospects to us in relation to purchases of the Subscription Services in accordance with the terms of these Terms.

2.2 You agree to serve Pinpoint in good faith and not allow your interests to conflict with your duties under these Terms.

2.3 You agree to report in writing to Pinpoint from time to time on progress made with Prospects.

2.4 You acknowledge and agree that you do not have the authority and agree to not hold yourself out as, or permit any person to hold themselves out, or otherwise create the impression that you are authorised to bind Pinpoint in any way and shall not do any act which might reasonably create the impression that you have such authority.

2.5 You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Pinpoint, including for the provision of the Subscription Services or the price of them, and shall not negotiate any terms for the provision of the Subscription Services with Prospects.

2.6 You shall not, without our prior written consent, make or give any representations, warranties or other promises concerning the Subscription Services which are not contained in Pinpoint’s marketing materials.

2.7 You agree that Pinpoint shall be under no obligation to (i) follow up with a referral or introduction made by you; or (ii) enter into a Relevant Contract.

3.1. To be eligible for a Revenue Share, a Prospect must be registered, accepted and valid in accordance with this clause 3 and must enter into a Relevant Contract.

3.2. You are not eligible to receive a Revenue Share or any other compensation from us based on (i) transactions or entering into contracts for Other Products; (ii) transactions with a Pinpoint Lead (as defined below); (iii) if: the applicable Prospect objects to or prohibits such compensation; (iv) where a third party or another partner helped to secure a Relevant Contract with the Prospect; (v) where a Prospect is, at the time of submission or one hundred and twenty (120) days prior, one of our pre-existing customers or involved in our active sales process or (vi) where a Prospect introduces Pinpoint to a third party who purchases Subscription Services from Pinpoint.

3.3 We may discontinue Revenue Share payment at any time if any of circumstances set out in clause 3.2 arise.

3.4 You must notify us of each Prospect via email (or through a website / portal as we may designate in the future). To register a Prospect, you must provide at least the following information about each prospect: contact first name, contact last name, contact job title, email, URL and company name. We generally will accept a Prospect who, in our reasonable determination: (i) is a new potential customer of ours, and (ii) is not, at the time of submission or one hundred and twenty (120) days prior, one of our pre-existing customers or involved in our active sales process. Notwithstanding this, we may choose not to accept a Prospect at our reasonable discretion.

4.1. Payment under these Terms is subject to us receiving a signed copy of these Terms, and a completed partner account information form. Any Relevant Contract entered into before fulfilment of the obligations under this clause 4.1 are ineligible for payment.

4.2. Amounts due to you shall be paid by us within thirty (30) days after the end of the month in which the Prospect makes payment. If we receive payment under any Relevant Contract in instalments, then Revenue Share shall be calculated and paid on such instalments as they are received by us.

4.3. The currency in which the Revenue Share is paid in may be different from the currency that applies to the Relevant Contract.

4.4 All sums payable under these Terms are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. You are responsible for taxes applicable to you for Revenue Share payments, and you indemnify us in full against any liability for the same.

4.5 Pinpoint shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by us, all payment received under them and all deductions made in the calculation of Net Revenue.

5.1 You hereby grant to us a non-exclusive, non-transferable, royalty-free, worldwide, fully paid-up licence to use and display your trademarks and logos (“Partner Marks”) in connection with these Terms.

5.2 During the term of these Terms, Pinpoint hereby grant you a non-exclusive, non-transferrable, worldwide and fully paid-up licence to use, without alteration, any Pinpoint trademarks and logos that we make available to you, strictly and solely for use in connection with carrying out your obligations under these Terms.

Where Confidential Information is disclosed, the Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information of the Disclosing Party to any third party unless required by law, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.

7.1 these Terms shall commence on the Effective Date and shall continue until either party terminates these Terms in accordance with this clause 7.

7.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if: (i) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (ii) the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (iii) if the other party suffers any insolvency proceeding, either voluntary or involuntary, or is adjudicated bankrupt or makes any assignment for the benefit of creditors (such termination shall not relieve the party in proceedings from liability for the performance of its obligations arising prior to such termination); (iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7.3 Either party may terminate these Terms on thirty (30) days written notice to the other party.

7.4. If we update or replace the terms of these Terms, you may terminate these Terms on five (5) days written notice to us, provided that you send us written notice within thirty (30) days after we send you notice of the change.

7.5 We may also terminate these Terms immediately if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

8.1. Upon termination or expiry of these Terms for any reason: (i) you shall promptly destroy, delete or return to the other as instructed, our Confidential Information (including contact information of Prospects and information relating to Pinpoint Leads), which you may have in your possession or under your control; (ii) the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; (iii) subject to the foregoing, all rights and licences under these Terms shall terminate; and (iv) any Revenue Share owed and outstanding as of the date of termination shall be paid by us in accordance with these Terms.

8.2 On termination of these Terms: (i) without cause by us under clause 8.3, (ii) by you with cause under clause 8.2, or (iii) by you according to clause 8.4, shall not affect our obligation to pay you a Revenue Share, so long as the Relevant Contract is still in force.

8.3 Upon termination or expiration, you will immediately discontinue all use of our trademark and references to these Terms from your website(s) and other collateral. Termination or expiration of these Terms shall not cause a Prospect’s Relevant Contract to be terminated.

9.1. You represent and warrant that: (i) you have all sufficient rights and permissions to provide the Prospect data and contact details to us for our use in sales and marketing efforts or as otherwise set forth in these Terms, (ii) these Terms will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

9.2. You agree to indemnify us at your expense against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party which arises in connection with these Terms.

10.1. Except as expressly and specifically provided in these Terms, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms. Nothing in these Terms excludes the liability of either party: (i) for death or personal injury caused by the party’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other losses which cannot be excluded by law.

10.2. Subject to clause 11.1, neither party shall in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of use; (vii) loss or corruption of data or information; or (viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

10.3. Each party’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall in all circumstances be limited to the amount of Revenue Share paid by us to you under these Terms in the 12 months preceding the date on which the relevant claim arose.

11.1. Although the parties acknowledge that the Data Protection Legislation shall ultimately determine status, they are of the view that they are separate Data Controllers as defined by and for the purposes of the Data Protection Legislation. Each party agrees that it shall comply with all applicable Data Protection Legislation, including as set out in these Terms. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

11.2. The parties acknowledge that Personal Data contained in contact details and information may be shared between the parties in order to fulfil the obligations or receive the benefits under these Terms. To the extent the parties process any personal data provided by the other party, the parties shall comply with the obligations contained within the Data Protection Legislation.

12.1. Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.2 Force majeure. Neither party shall in any circumstances be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms, except in respect of any payment obligations, if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three months, either party may terminate these Terms by giving 30 days written notice to the other party.

12.3 No partnership or agency. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms.

12.4.Governing Law and Jurisdiction. these Terms 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. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle the same. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.

12.5 Severability. If any provision or part-provision of these Terms 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 these Terms.

12.6 Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be deemed to have been received: (i) if delivered by hand at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; and (iii) if sent by email, at 9.00 am on the next working day after transmission.

12.7 Assignment. You will not assign or transfer these Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign these Terms to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

12.8 Entire agreement. these Terms 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.

By ticking the box stating you agree to these terms, you confirm that you have read and understood the terms of these Terms and agree to be bound by them. By participating in the Pinpoint referral program, you acknowledge and agree to being bound by these Terms and Conditions, including the provisions regarding Revenue Share and other benefits. Your participation, including the eligibility to receive any Revenue Share or other compensation, is contingent upon your acceptance into Pinpoint’s partnership program. Pinpoint reserves the right to review and approve your application for the partnership program at its sole discretion. Only upon acceptance into the partnership program – to which you will be notified by email – will these Terms and Conditions, including any rights to Revenue Share, become applicable.