These Standard Terms govern the mutual referral relationship between Stormburst Studios Ltd (trading as OneUp Sales) and the Partner identified on the Cover Page. Together, the Cover Page and these Standard Terms form the Agreement. Capitalised terms not defined in these Standard Terms have the meanings given on the Cover Page.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

"Affiliate" means any natural or legal person which controls, is controlled by, or is under common control with the party. For the purposes of this definition, "control" means the aggregate ownership of more than fifty percent (50%) of the beneficial interest, or the power to direct the management or policies of the entity.

"Confidential Information" means any non-public information disclosed by one party to the other that is of a sensitive or proprietary nature, including all non-public information about products, financial statements, forecasts, strategic plans, the identity of customers or prospective customers, any personally identifiable information connected to Referrals, and any other information identified as "confidential" by the disclosing party. Confidential Information does not include information that: (a) was publicly known prior to disclosure; (b) becomes publicly known through no wrongful act of the receiving party; or (c) was in the receiving party's possession without confidentiality restrictions at the time of disclosure.

"Confidential User Data" means customer, Referral, prospect or user information, including personally identifiable information, collected by one party that the other party has not otherwise collected in the course of providing its own services. Confidential User Data is a type of Confidential Information.

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time, including the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, each as amended or replaced from time to time.

"Deal Window" means the period specified on the Cover Page within which a Referral must sign a contract with the Receiving Party in order for a Referral Fee to be payable. The default Deal Window is 12 months from the date of referral submission.

"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, strikes or industrial action (other than by that party's own employees), failure of third-party telecommunications or utility infrastructure, or action by a government or public authority.

"Intellectual Property Rights" means any and all intellectual property or proprietary rights under any jurisdiction, including without limitation: (i) trademarks, service marks and all goodwill associated therewith; (ii) inventions, discoveries and patents; (iii) published and unpublished works of authorship, copyrights and database rights; (iv) trade secrets; (v) moral rights; and (vi) all applications, renewals, extensions and restorations of any of the foregoing.

"OneUp Services" means the OneUp Sales sales performance management platform and other products and services supplied by OneUp Sales.

"Partner Services" means the products or services supplied by the Partner to its customers.

"Receiving Party" means the party to this Agreement receiving Referrals from the Referring Party.

"Receiving Party Marks" means trademarks, service marks or logos owned by, or licensed to, the Receiving Party that it provides to the Referring Party.

"Receiving Party Materials" means marketing collateral, training or documentation provided to the Referring Party by the Receiving Party that promotes the Receiving Party's services.

"Referral" means a prospective customer for the Receiving Party submitted by the Referring Party in accordance with this Agreement.

"Referral Fee" means the fee paid by the Receiving Party to the Referring Party for generating Referrals, calculated in accordance with clause 4 and as specified on the Cover Page.

"Referral Manager" means the named contact designated by each party to manage the referral relationship, as notified in accordance with clause 14.1.

"Referring Party" means the party to this Agreement submitting Referrals to the Receiving Party.

2. Referring Party's Obligations

2.1. Referral Submission

When a Referring Party identifies a Referral, it will submit the Referral to the Receiving Party as follows:

1. Where OneUp Sales is the Receiving Party: the Referring Party will submit the Referral by following the referral submission process set out in the OneUp Partnership Programme Documentation, as published and updated from time to time.
2. Where the Partner is the Receiving Party: the Referring Party will submit the Referral by following the process communicated by the Partner to OneUp Sales in writing at or following execution of this Agreement. The Partner will provide its referral submission process to OneUp Sales within 14 days of the Effective Date.

2.2. Assistance

The Referring Party will use its reasonable endeavours to connect the Referral with the Receiving Party and will reasonably assist the Receiving Party if the Receiving Party is unable to connect with the Referral. The Referring Party will also provide the Receiving Party with reasonable background on the identity of the Referral and the relevant contacts.

2.3. Ethical Business Practices

When seeking Referrals or otherwise performing under this Agreement, the Referring Party: (a) will not engage in any unethical practices; (b) will not make any representations or warranties concerning the Receiving Party's services, except where a representation has had the prior written approval of the Receiving Party; (c) will conduct business in a manner that reflects favourably on the good name and reputation of the Receiving Party; and (d) will comply with all applicable laws.

2.4. No Authority

The Referring Party will not have the authority, express or implied, to enter into any contract, make any commitment or incur any obligations on behalf of the Receiving Party.

3. Receiving Party's Obligations

3.1. Payment of Referral Fees

Where a Referral Fee is specified on the Cover Page for a given direction of referral, the Receiving Party for that direction must pay the Referral Fees in accordance with clause 4. Where the Cover Page specifies N/A for a given direction, no Referral Fee is payable in that direction and clause 4 does not apply to it.

3.2. Marketing Materials

The Receiving Party will provide the Referring Party with Receiving Party Materials.

3.3. Agreements with Referrals

The Receiving Party will directly enter into a contract with each Referral that decides to purchase its services.

4. Financial Terms

4.1. Calculation of Referral Fees

This clause 4 applies only where a Referral Fee is specified on the Cover Page for the relevant direction of referral. Where the Cover Page specifies N/A, this clause does not apply to that direction. Subject to clause 4.2, if the Receiving Party enters into a contract with a Referral for its services after receipt of the Referral, the Receiving Party will pay the Referring Party the Referral Fee as specified on the Cover Page. Referral Fee calculations exclude: (i) one-off set-up, implementation, data migration, pre-production, training, consulting or professional services fees; (ii) fees related to add-on services; (iii) sales, service or excise taxes; (iv) third-party pass-through charges; and (v) fees which were due and payable by the Referral but have not been received by the Receiving Party. Referral Fees will be subject to applicable taxes.

4.2. Exclusions

A Referral Fee will not be payable if: (a) the Referral was not submitted in accordance with the referral submission process, or the information submitted was inaccurate or incomplete; (b) the Referral is in the Receiving Party's active sales pipeline at the time of submission; (c) the Receiving Party has an agreement in place with the Referral, or an Affiliate of the Referral, at the time of receiving the Referral submission; (d) the Referral has been a customer of the Receiving Party within the Deal Window period preceding receipt of the Referral submission; or (e) the Referral does not sign a contract with the Receiving Party within the Deal Window.

4.3. Payment and Reporting

Referral Fees will be paid quarterly in arrears in the currency specified on the Cover Page (defaulting to GBP). Within 30 days of the close of each quarter in which the Referring Party is eligible to receive a Referral Fee, the Receiving Party will: (a) pay the Referral Fees that are due; and (b) deliver to the Referring Party a report setting out: (i) the name of the Referral for whom the Referral Fee is payable; (ii) the fees paid for the services by that Referral in the relevant quarter; (iii) the Referral Fee payable for that Referral; and (iv) any non-payment of service fees by the Referral that may affect payment of a Referral Fee.

5. Responsibility for Product

5.1. Sole Responsibility

OneUp Sales will remain solely responsible for the provision of the OneUp Services and any ancillary services to its customers, and the Partner will remain solely responsible for the provision of the Partner Services and any ancillary services to its customers. Each party retains sole right and control over the development, content and conduct of its own products and services. Neither party will be liable to the other in relation to its provision of its own services.

6. Representations and Warranties

6.1. Representations and Warranties

Each party represents and warrants to the other that, as of the Effective Date and for as long as this Agreement is in effect: (a) it is duly organised, validly existing and in good standing under the laws of the jurisdiction in which it was organised; (b) it is solvent and carrying on its business as a going concern; and (c) the execution and delivery of this Agreement and compliance with all provisions of this Agreement are within its corporate power and authority.

7. Term and Termination

7.1. Term

This Agreement will commence upon the Effective Date and continue for the Initial Term specified on the Cover Page. This Agreement will then automatically renew for additional successive terms of the same duration until terminated in accordance with this clause.

7.2. Termination without Cause

Either party may terminate this Agreement without cause upon 30 days' prior written notice to the other party.

7.3. Termination for Cause

If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 14 days' prior written notice, provided that the matters set out in such notice are not cured to the other party's reasonable satisfaction within the 14-day period.

7.4. Effects of Termination

Upon termination or expiry of this Agreement: (a) the Receiving Party will continue to pay Referral Fees in relation to any Referral that was submitted and acknowledged by the Receiving Party prior to the effective date of termination or expiry, where that Referral subsequently enters into a contract with the Receiving Party within the Deal Window of the effective date of termination or expiry. For the purposes of this clause, a Referral will be deemed acknowledged if the Receiving Party does not reject it in writing within 5 business days of submission. (b) the Referring Party must immediately discontinue any use of the Receiving Party Marks and Receiving Party Materials; (c) the Referring Party must immediately discontinue all representations or statements from which it might be inferred that any relationship exists between it and the Receiving Party under the terms of this Agreement; and (d) the Referring Party will cease to promote the services of or solicit Referrals for the Receiving Party. Termination will not relieve either party of obligations incurred prior to the effective date of termination.

7.5. Survival

The following provisions will survive any expiration or termination of this Agreement: clauses 3.1, 4, 7.4, 7.5, 8, 9.2, 9.3, 10, 11, 12, 13, and 14. The survival provisions of any Addendum will also survive in accordance with their terms.

8. Dispute Resolution

8.1. Good Faith Negotiation

In the event of any dispute, controversy or claim arising out of or relating to this Agreement (a "Dispute"), the parties will first seek to resolve the Dispute through good faith negotiations. Either party may initiate this process by giving written notice of the Dispute to the other party. The parties will have 30 days from the date of such notice to resolve the Dispute through negotiation (or such longer period as they may agree in writing).

8.2. Litigation

If the Dispute is not resolved through negotiation within the period set out in clause 8.1, either party may bring proceedings in the courts of England and Wales, to whose jurisdiction the parties irrevocably submit.

8.3. Injunctive Relief

Notwithstanding clauses 8.1 and 8.2, either party may at any time seek interim injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain a breach of clause 10 (Confidentiality and Data Protection) or to protect its Intellectual Property Rights, without the need to first complete the negotiation process.

8.4. Confidentiality of Disputes

All negotiations conducted under clause 8.1 will be conducted on a confidential basis and will be without prejudice to the parties' respective rights.

9. Trademarks and Intellectual Property

9.1. Transfer of Intellectual Property Rights

Except as licensed in this Agreement, no Intellectual Property Rights are transferred between the parties.

9.2. Ownership of OneUp Services

All right, title and interest in and to the OneUp Services, including all Intellectual Property Rights subsisting in them, will be owned by OneUp Sales. The Partner has no right to use the OneUp Services for any purpose other than those set out in this Agreement, and has no right to copy, modify, decompile, disassemble or reverse engineer any of the OneUp Services. Any suggestions, ideas, or recommendations provided by the Partner to OneUp Sales regarding the OneUp Services will be owned by OneUp Sales without any obligation to compensate the Partner.

9.3. Ownership of Partner Services

All right, title and interest in and to the Partner Services, including all Intellectual Property Rights subsisting in them, will be owned by the Partner. OneUp Sales has no right to use the Partner Services for any purpose other than those set out in this Agreement, and has no right to copy, modify, decompile, disassemble or reverse engineer any of the Partner Services. Any suggestions, ideas, or recommendations provided by OneUp Sales to the Partner regarding the Partner Services will be owned by the Partner without any obligation to compensate OneUp Sales.

9.4. Trademark Licence

The Receiving Party grants to the Referring Party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right during the Term to use the Receiving Party Marks solely in connection with performing its obligations under this Agreement, and only in accordance with any brand guidelines supplied by the Receiving Party.

9.5. Use of Trademarks

The Referring Party will use the Receiving Party Marks in compliance with any brand or trademark guidelines supplied by the Receiving Party. The Referring Party agrees to cease or correct its use of the Receiving Party Marks upon the Receiving Party's written request. The Referring Party will not adopt, use or register any Receiving Party Marks or any confusingly similar identifier.

9.6. Licence to use Receiving Party Materials

The Referring Party acknowledges that the Intellectual Property Rights in the Receiving Party Materials are owned by the Receiving Party. The Receiving Party grants the Referring Party a non-exclusive, non-transferable, non-sublicensable right to use the Receiving Party Materials during the Term solely in connection with the referral, marketing and promotion of the Receiving Party's services.

10. Confidentiality and Data Protection

10.1. Non-Disclosure and Non-Use

All Confidential Information is and will remain the sole property of the disclosing party. The receiving party will hold the disclosing party's Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as required to perform its obligations under this Agreement. The receiving party must take all reasonable steps to protect the disclosing party's Confidential Information from unauthorised disclosure.

10.2. Permitted Disclosure

The receiving party may disclose Confidential Information: (a) in confidence, to its employees, consultants, advisors, accountants and actual or potential financing sources who have a need to know; (b) in connection with the enforcement of rights under this Agreement; (c) in connection with a merger or acquisition; (d) as required by applicable securities laws; or (e) in response to a valid court order or as otherwise required by law. Where disclosure is made under (d) or (e), the receiving party must provide the disclosing party with no less than 72 hours' written notice of its intention to disclose, where permitted by law.

10.3. Return or Destruction

Upon termination of this Agreement, or earlier if requested by the disclosing party, the receiving party must destroy or return, within 15 business days, all Confidential Information and all documents or media containing any such Confidential Information and any copies or extracts thereof.

10.4. Data Protection

Each party will comply with the Data Protection Legislation in connection with any personal data processed under or in connection with this Agreement. Where a party shares personal data with the other party as part of the referral process (including the names, contact details and employer information of Referrals), it warrants that it has a lawful basis for doing so under the Data Protection Legislation. Each party will implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage. The parties will enter into a separate Data Processing Agreement if required by applicable Data Protection Legislation.

11. Limitation of Liability

11.1. Limitation of Liability

Notwithstanding anything to the contrary in this Agreement: (a) under no circumstances will either party be liable to the other for indirect, incidental, consequential, special or exemplary damages, for lost profits, loss of prospective sales or loss of business, even if a party has been advised of the possibility of such damages; and (b) each party's total liability of any kind arising out of or related to this Agreement will not exceed the total amount paid to it by the other party under this Agreement in the 12 months preceding the event giving rise to the claim, provided that such liability will not in any event be less than £5,000.

11.2. Exclusions

The limitations in clause 11.1 will not apply to either party's confidentiality obligations under clause 10 or indemnification obligations under clause 13.

12. Disclaimer

12.1. Warranty Disclaimer

To the extent permitted by law, except as expressly set out in this Agreement, each party disclaims any representations or warranties, express or implied, regarding any of its products or services, including any implied warranty of merchantability, fitness for a particular purpose and any implied warranties arising from course of dealing or course of performance. The Receiving Party makes no warranty: (a) regarding any financial or other benefit that the Referring Party might obtain through its participation in this Agreement; (b) that the services will meet the Referral's requirements; or (c) that the services will be uninterrupted, timely, secure, or error free.

13. Indemnification

13.1. Indemnity

Each party (the "Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its officers, directors, employees and agents (the "Indemnified Party"), from and against any third-party claim arising out of: (i) the Indemnifying Party's breach of this Agreement or any applicable laws; (ii) the negligence or misconduct of the Indemnifying Party; or (iii) the Indemnifying Party's products or services.

13.2. Process

The Indemnified Party will provide prompt written notice of any claim, allow the Indemnifying Party to control the defence, and cooperate with the Indemnifying Party at the Indemnifying Party's expense. The Indemnifying Party will not settle any claim in a manner that imposes obligations on the Indemnified Party without the Indemnified Party's written consent.

14. General

14.1. Referral Managers

Each party will designate a Referral Manager and notify the other party of their name and contact details in writing upon execution of this Agreement. All correspondence regarding this Agreement must be sent to the Referral Manager by email. Either party may update its Referral Manager at any time by providing written notice to the other party's Referral Manager.

14.2. Entire Agreement and Variation

This Agreement sets out the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations and understandings. This Agreement may only be varied by written agreement of the Referral Managers for each party.

14.3. Non-Exclusivity

This Agreement is not an exclusive arrangement and does not prohibit either party from entering into arrangements with third parties to promote or provide products or services that are similar to or competitive with those of the other party.

14.4. Expenses

Except as otherwise specified, each party will bear its own costs of performing under this Agreement.

14.5. No Waiver and Severability

Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement. If any provision of this Agreement is held to be contrary to law, it will be severed and the remaining provisions will remain in full force and effect.

14.6. Relationship of the Parties

The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement does not create or imply any partnership, agency or joint venture.

14.7. Force Majeure

If either party is prevented from or delayed in performing its obligations under this Agreement due to a Force Majeure Event, that party's obligations shall be suspended for the duration of that event. The affected party must promptly notify the other party and use reasonable endeavours to mitigate the impact. If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate this Agreement on written notice to the other party.

14.8. Assignment

This Agreement may not be transferred or assigned by either party without the other party's prior written consent, except that no such consent is required for an assignment to an acquirer of all or substantially all of the assigning party's business or assets, provided written notice is given to the other party. Any purported assignment in breach of this clause is void.

14.9. Special Conditions

Any special conditions agreed between the parties are set out on the Cover Page. Those conditions will prevail to the extent of any inconsistency with any other provision of this Agreement.

14.10. Addenda

The parties may from time to time agree additional terms in a written addendum signed by both parties (each an "Addendum"). Each Addendum will form part of this Agreement and will prevail over these Standard Terms to the extent of any inconsistency, but solely with respect to the subject matter of that Addendum. Any applicable Addenda will be identified on the Cover Page.

14.11. Anti-Bribery

Neither party will take any action that would constitute an offence under the Bribery Act 2010 or any applicable anti-bribery or anti-corruption legislation in any relevant jurisdiction. Each party will maintain adequate procedures designed to prevent bribery by persons associated with it.

14.12. Governing Law

This Agreement is governed by the laws of England and Wales (or such other governing law as specified on the Cover Page). The parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

14.13. Execution in Counterparts

This Agreement may be executed in counterparts, including by electronic signature. Each copy will be deemed an original, and all copies taken together will constitute one agreement.