Clear terms for a simple referral relationship.

1. The programme and these terms

These Referral Partner Terms govern participation in the FTOS Studio referral programme operated by PTD Ninja Ltd trading as FTOS Studio (“FTOS Studio”, “we”, “us” or “our”). By applying to join the programme and accepting these terms, you (“Referral Partner”, “you” or “your”) agree to follow them.

Submitting an application does not automatically appoint you as a Referral Partner. We may approve, decline, pause or end participation at our discretion. A referral is only commissionable when it meets the eligibility requirements in these terms.

2. What counts as an eligible referral

• The referral must be a genuine introduction to a business or decision-maker who is not already in an active FTOS Studio sales conversation or otherwise recorded by us as an existing live opportunity.
• The introduction must be attributable to you. This can be by email, WhatsApp, LinkedIn, another direct introduction, or by sending us the prospect’s details with their permission.
• If more than one person claims the same referral, we will use our CRM records, timestamps and the substance of the introductions to determine attribution. Normally the first verified introduction that creates the genuine opportunity will take priority.
• Self-referrals, referrals between businesses under substantially common ownership, or referrals that were already active opportunities are not commissionable unless we agree otherwise in writing.
• We may mark a referral as Not Eligible where the introduction does not meet these requirements. We will record the reason internally and can explain the decision to the Referral Partner.

3. Standard commission calculation

Unless we agree bespoke terms in writing before the relevant proposal is issued, referral commission is calculated progressively on Eligible Project Revenue using the following bands:

Each percentage applies only to the portion of Eligible Project Revenue within that band. For example, £10,000 of Eligible Project Revenue generates £1,500 commission and £20,000 generates £2,000 commission.

The bands are applied cumulatively across the project. A deposit, milestone payment and final payment are not treated as separate projects and do not each restart at the 20% band.

4. What “Eligible Project Revenue” means

Eligible Project Revenue means one-off project, build, setup or implementation revenue that has actually been received by FTOS Studio as cleared funds and that relates to the initial referred project.

• VAT is excluded from the commission calculation.
• Genuine third-party or pass-through costs are excluded. This can include externally purchased software, licences, hosting, hardware, specialist subcontractor costs or other costs we incur specifically on behalf of the client and pass through as part of the project.
• Discounts, credits, refunds and written-off amounts are not Eligible Project Revenue.
• Ongoing support fees, subscriptions, retainers, usage charges, maintenance, future projects and later upsells are excluded unless we expressly agree otherwise in writing.
• Where a project is unusually large, low-margin, third-party-heavy or otherwise outside the normal FTOS Studio delivery model, bespoke referral terms may be agreed before the proposal is issued.

5. When commission is earned and paid

Commission follows cash actually received from the referred client. If the client pays a deposit, milestones and a final balance, commission is earned progressively as each relevant payment is received.

For standard progressive commission, we calculate the commission earned to date against the cumulative Eligible Project Revenue actually received at that point. This avoids treating each instalment as a new 20% band.

A relevant client payment must first be received as cleared funds and remain undisputed for 30 calendar days. Once that 30-day period has passed, the related referral commission becomes payable and will normally be paid within the following 14 calendar days, subject to us having the payment or invoice information reasonably required to make payment.

This means commission is normally paid no later than 44 calendar days after the corresponding eligible client funds have cleared, provided there is no refund, dispute, chargeback, cancellation or other issue affecting those funds.

6. Refunds, cancellations, disputes and non-payment

• No commission is earned on amounts the client has not paid.
• If a client cancels a project, commission is calculated only on Eligible Project Revenue that FTOS Studio is entitled to retain and that has cleared.
• If a client payment is refunded, credited, reversed, charged back or otherwise returned before the related commission is paid, that amount is removed from the commission calculation.
• If commission has already been paid and the related client revenue is later refunded, reversed or charged back, we may deduct the overpaid commission from future referral payments. If there are no future commissions available, we may ask for the overpaid amount to be repaid within 30 days.
• For a partial refund or credit, the commission will be recalculated using the revised cumulative Eligible Project Revenue. Any overpayment or underpayment will be adjusted accordingly.
• Where client funds are disputed or subject to a payment processor hold, commission is not payable until the funds are cleared and the applicable 30-day period has run.

7. Payment administration, tax and VAT

• Before making a referral payment we may ask you for bank details, a valid invoice or other reasonable payment information.
• You are responsible for your own tax, accounting and reporting obligations arising from referral income.
• Where VAT is properly chargeable by you, it should be shown on a valid VAT invoice. The commission figures shown by FTOS Studio are stated before any VAT that you are legally required to charge.
• We are not responsible for delays caused by missing or incorrect payment details, missing invoices or information we reasonably need in order to process payment.

8. Your role and conduct

• You are introducing potential clients, not acting as an employee, sales agent or representative authorised to bind FTOS Studio.
• You must not make guarantees, promises, pricing commitments, delivery commitments or representations on our behalf unless we have specifically authorised them in writing.
• You must not use misleading, unlawful, unsolicited or high-pressure methods to generate referrals.
• You should only share a prospect’s personal information with us where you have a lawful basis and, where appropriate, their permission to do so.
• Once an introduction is made, FTOS Studio controls the discovery, scope, pricing, proposal, contracting, delivery and client relationship.

9. No guarantee of conversion or commission

We do not guarantee that a referred prospect will become a client, that a particular project value will be agreed, or that any minimum amount of commission will be earned. We may decide not to pursue an opportunity or may determine that a prospect is not a suitable fit for FTOS Studio.

10. Confidentiality

Information shared with you about FTOS Studio pricing, margins, internal systems, proposals, commercial arrangements or client matters that is not public should be treated as confidential and should not be disclosed without our permission, except where disclosure is required by law.

11. Ending or changing the programme

Either you or FTOS Studio may end the referral relationship at any time. Ending the relationship does not remove commission that has already been properly earned on an eligible referral made before termination, subject to these terms.

We may update these terms from time to time. Material changes will apply prospectively. Unless we agree otherwise, a referral already logged and accepted as eligible will continue to be governed by the commission terms that applied when that referral was logged.

12. Records and decisions

Our CRM, project, invoice and payment records will be used to calculate referral attribution, Eligible Project Revenue, cleared client receipts, commission earned and commission paid. If you believe a record is incorrect, contact us and we will review it in good faith.

13. Liability

To the fullest extent permitted by law, FTOS Studio will not be liable to a Referral Partner for indirect or consequential losses arising from participation in the referral programme. Nothing in these terms limits or excludes liability that cannot lawfully be limited or excluded.

14. Governing law

These terms and the referral relationship are governed by the laws of England and Wales. The courts of England and Wales will have jurisdiction over disputes relating to the programme, subject to any rights that cannot legally be excluded.

15. Contact

Questions about referral eligibility, commission calculations or these terms should be raised with FTOS Studio before making or relying on a referral arrangement. Where we agree bespoke terms, those written bespoke terms will take priority over the conflicting part of these standard terms for that specific referral or partnership.