PARTNER AGREEMENT

1. WHO THIS AGREEMENT IS BETWEEN

This Partner Agreement (the "Agreement") is between you ("you", "your", or the "Partner") and VAZGRO LTD, a company registered in England and Wales under company number 15902777, whose registered office is at Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, England, CO4 3ZQ ("Vazgro", "we", "us", or "our"). It governs your participation in the Vazgro partner programme.

By registering as a partner, ticking the acceptance box, using your referral link, submitting an introduction, or claiming a lead, you confirm that you have read, understood, and agree to be bound by this Agreement. We record the exact version you accepted and the date you accepted it.

This Agreement governs your relationship with us as a partner. It is not a contract to buy our Services. If you, or a business you control, also buy Services from us, that purchase is governed separately by our Client Terms of Service, and the two do not affect one another.

We accept partners in most countries. Vazgro is a UK company and this Agreement is written under the law of England and Wales, but we are not assuming you are in the UK. Where being outside the UK changes something real — whether we can pay you, what tax you owe, what happens to personal data we send you — this Agreement says so in the section concerned rather than leaving you to find out. Section 11 is the one to read first if you are outside the United Kingdom.

This document is written to be read. Where a term is one partners commonly misunderstand — how long renewal commission lasts, what happens to your commission if you leave, whether we can actually pay you where you live — we have set it out in full rather than leaving it to be discovered later.

2. DEFINITIONS

"Client" means a business that buys Services from us. "Prospect" means a business that has not yet bought from us. "Services" means any work, package, subscription, project, or staff augmentation we provide, including our LAUNCH, GROW, BUILD, and EXTEND models.

"Introduction" means a Prospect you bring to us, whether through your referral link, by submitting their details in the Portal, or by another route we agree in writing. "Attributed" means our system has recorded a Prospect, lead, or Deal against your partner account. "Deal" means an opportunity with a Prospect recorded in our system. "Closed Won" means a Deal we have marked as won because the Client has agreed to buy.

"Commission" means an amount we owe you under this Agreement, recorded as a commission row in the Portal. "Referral Commission" is the commission for making the Introduction. "Closer Commission" is the additional commission for working and closing the Deal yourself. "Renewal Commission" is the commission on revenue we collect from a Client after their first month. A Commission has exactly one of five states: pending, approved, paid, reversed, or uncollectible. "Uncollectible" means we have written the Commission off because the revenue it was calculated on was never collected — most often because the work stopped or the Client discontinued before paying for it. You will see it in the Portal as "Written off", always with the date and a written reason. We will never apply it to a Commission we have already paid you: money that has reached you is dealt with under section 12, not by writing it off.

"Portal" means the partner area of our platform. "Claw-back Window" has the meaning given in section 12. "Partner Programme Page" means vazgro.com/partner-programme, which states the current rates, tier bands, renewal schedule, and Claw-back Window. That page reads the same stored configuration our payment engine obeys, so what is published there is what is paid.

3. YOUR STATUS — YOU ARE NOT AN EMPLOYEE, AND YOU ARE NOT OUR AGENT

You are an independent contractor. You are not an employee, worker, partner in the legal sense, joint venturer, or franchisee of Vazgro, and nothing in this Agreement creates any of those relationships. You decide whether, when, and how much you work under this Agreement, and you are free to work for anyone else at the same time, including our competitors, subject only to sections 18 and 19.

We do not pay you a salary. We do not provide holiday pay, sick pay, pension contributions, or any other employment benefit, and you are not entitled to any. You provide your own equipment and bear your own costs.

Neither of us owes the other any work. We are not obliged to offer you a Deal, a lead, or any opportunity at all, and you are not obliged to accept one or to bring us anything. There is no minimum activity, no quota, no territory, no working hours, and no exclusivity. We do not direct how you work: which people you approach, when, in what order, using which tools and which methods, is entirely yours to decide, subject only to sections 16 and 17, which govern what you may say and how you must treat people's personal data rather than how you sell.

You may have someone else do this work for you. If you would rather a colleague, an employee, or a subcontractor made the introductions or worked the Deals under your account, you may arrange that at your own cost, without asking our permission — we ask only that you tell us who they are, that you remain responsible for everything they do, and that they are bound by sections 16 to 19 as you are. We may object to a particular individual only on reasonable grounds, such as a sanctions match or a previous breach of this Agreement by that person.

You are not appointed as our commercial agent, distributor, or reseller, you are not granted any exclusive or protected territory, market, sector, or account, and you are not given the right to negotiate or conclude any contract on our behalf. We may appoint as many other partners as we choose, in any country, including ones who approach the same market as you, and we may deal with any Prospect or Client ourselves at any time.

You are not our agent and you have no authority to bind us. You may not enter into any contract, make any commitment, give any warranty, guarantee, or assurance, agree any price, discount, timescale, or scope, accept any money, or settle any claim, in our name or on our behalf. Anything you say beyond what section 16 permits is said by you, on your own account. If you hold yourself out as having authority you do not have, you are responsible for the consequences and you will indemnify us against any claim that results.

4. JOINING, YOUR ACCOUNT, AND VERIFICATION

Registration is free. You must be at least 18 and legally able to enter into this Agreement. If you register on behalf of a business, you confirm you have authority to bind it, and "you" in this Agreement means that business as well as you personally.

You must give accurate registration details and keep them current. Your account is personal to you: you are responsible for everything done through it, and you must not share your credentials or let anyone else use it. Where team access is enabled on your account, section 21 applies.

To be paid, you set up an account with whichever payment provider we are using, and complete that provider's own identity and bank checks. Those checks are the provider's, not ours: we do not carry out identity verification on you and we do not decide whether you pass. Until the provider has cleared you, the money cannot move — your Commissions still accrue in the meantime. Nothing about this is needed to join, to share your referral link, to introduce Clients, or to work leads; it is needed only to receive money.

When you register you tell us where you are tax resident, and you confirm that you are self-employed or acting through your own business and that your own tax filings and registrations are your responsibility. We rely on what you tell us. Keep it accurate and tell us if it changes; section 14 explains why it matters.

Sanctions, which is the one place in this Agreement we will not be flexible. You confirm, each time you use your account, that you are not resident or established in a country subject to comprehensive trade or financial sanctions, that you are not a person designated under UK, EU, United Nations, or United States sanctions, and that you are not owned or controlled by such a person. You must tell us at once if that stops being true.

We screen against sanctions lists and we may ask you for evidence of identity for that purpose alone. Where a check raises a possible match, we may withhold payment, suspend your account, and refuse to act, for as long as it takes to resolve — and we may end this Agreement immediately if a match is confirmed. Doing any of that is not a breach of this Agreement by us, and it does not entitle you to compensation, interest, or damages. We are firm about this because UK financial sanctions apply to every business regardless of sector, breach is a criminal offence, and it is no defence that we did not know or did not intend it. Where the law prohibits us from dealing with you or paying you, we will comply with that prohibition, and nothing in this Agreement requires us to break it.

5. THE TWO TRACKS — REFER, CLOSE, OR BOTH

There are two tracks. As a Referral Partner you introduce a Prospect and we do the selling; you earn the Referral Commission whether we close the Deal or another partner does. As a Solution Partner you may also work the Deal yourself, through to close, and earn the Closer Commission on top of the Referral Commission. The two commissions stack on a Deal where you did both.

Solution Partners may also work leads from our shared pool: Prospects we sourced ourselves and matched against the country, language, service pillar, and skills recorded on your account. A pool lead is not yours until you claim it, claiming it does not make the Prospect relationship yours, and section 17 governs what you may do with the data it contains. Pool access opens once your account is active and verified.

We also enter reseller and white-label arrangements case by case. Those are negotiated separately, carry a margin rather than the commission rates in section 8, and are only in force where we have agreed them with you in writing.

6. WHAT COUNTS AS YOUR INTRODUCTION

A Prospect is Attributed to you when our system records the link between you and them. That normally happens in one of three ways: they arrive through your referral link, in which case the attribution is held for 90 days from their visit; you submit their details in the Portal; or we allocate a pool lead to you and you claim it.

Where a Prospect arrives through a referral link and we have no existing record of them, the most recent link they used within the 90 days is the one that counts. Where we already hold a record of that Prospect — an open Deal, an active lead, or a previous Introduction — the attribution already recorded stands, and a later link does not displace it. In short: for a genuinely new Prospect the most recent introduction wins; for a Prospect already in our pipeline, the first one does.

Where the position is genuinely unclear, or an attribution was recorded in error, we will decide, acting reasonably and in good faith, and we will tell you why. Our decision is final, subject to section 27.

Some Introductions earn nothing, however they arrive. These are: a Prospect who is already a Client; a Prospect already recorded in our system as an open Deal or active lead when you introduce them; yourself, any business you own or control, any business that owns or controls you, any person connected to you, and anyone acting for any of them in order to route their own purchase through your account; and any Prospect introduced after your account is suspended or this Agreement has ended. Introducing yourself is not a referral, and doing so deliberately is a material breach of this Agreement.

You must have a lawful basis for giving us anyone's details, and section 17 sets out what that means in practice.

7. WHEN A COMMISSION IS EARNED

A Commission comes into existence when a Deal Attributed to you is marked Closed Won. It is created in the Portal with the status pending, at the rate for your tier at that moment.

A pending Commission is not yet payable. It becomes approved when the Claw-back Window in section 12 has passed, we have collected the corresponding revenue from the Client in full, and no reversal or hold applies. It becomes paid when we have sent the money. A Commission reversed under section 12 becomes reversed and is not payable. Those four states are the whole vocabulary; there is no other status.

A Commission is calculated on the value recorded for the Deal. Renewal Commission under section 9 is calculated on the amount actually collected on the renewal invoice. We do not pay Commission on money we do not collect: full collection is a condition of approval, not merely of payment.

Where a Client pays in a currency other than pounds sterling and we cannot establish the sterling amount we actually received, we do not create a Commission on that payment until we can. We will tell you, and we will create it once the position is settled. We would rather be late than pay you a number neither of us can check.

8. RATES AND TIERS

Your rates depend on your tier. Tiers are calculated automatically from the revenue you closed and referred in the LAST 30 DAYS — a rolling window, not a calendar month, so nothing resets on the first of the month and a deal counts for 30 days from the day it closes. They move up and down with your volume: keep closing and you hold your tier, stop and it steps back down as those deals age out. There is no application and no review. The tier bands and their rates are published on the Partner Programme Page.

At the entry tier the Referral Commission is 7% and the Closer Commission is 13%, so a partner who both introduces and closes earns 20% of the recorded Deal value. The rates rise at each tier above it. Where you hold both roles on one Deal, both are paid.

Your tier is fixed onto each Commission when that Commission is created, and it does not change afterwards. Reaching a higher tier improves the Deals you close from then on; it does not re-rate Deals you have already closed. The Deal that takes you over a threshold is not counted towards its own rate.

There is no limit on how many Clients you may introduce, and no limit on how much you may earn in total. The limit that does exist is per Client, and it is the renewal schedule in section 9.

9. RENEWAL COMMISSION

Where a Client is on a recurring engagement, the first month pays your tier rates under section 8. From the second month onwards you earn a Renewal Commission on the revenue we actually collect from that Client each month, at the published renewal rates, for as long as they keep paying us.

As at the effective date of this Agreement those rates rise with your tier: 8% to the partner managing the Client and 4% to the referrer at Associate, 9% and 4.5% at Partner, and 10% and 5% at Premier. Where you are both, they stack. Your tier is worked out from your last 30 days under section 8, so a renewal is paid at the tier you hold in the month it is collected. Renewal Commission does not reduce over time and does not expire: there is no month at which it stops. It is calculated on the amount we actually collect on each renewal invoice, not on the value of the original deal, so where a Client moves from a one-off project to a smaller ongoing arrangement the Renewal Commission follows the smaller amount.

We would rather state this plainly: Renewal Commission continues for as long as the Client keeps paying us. There is no cap on how many Clients you bring and no cap on how long each one pays. What ends it is the Client leaving, not the calendar - if they stop paying us, Renewal Commission stops with them.

Renewal months are counted from the Commissions recorded against that engagement, in order. Renewal Commission arises on the Client's regular billing cycle. A mid-cycle adjustment — an upgrade, a downgrade, or a proration — is not a renewal and does not itself create a Commission.

The current schedule is always published on the Partner Programme Page. Section 15 governs changes to it, and fixes the schedule that applies to a Client once their first Commission exists.

10. WHAT COMMISSION IS AND IS NOT PAID ON

Commission is not paid on refunded amounts, on amounts we never collect, or on anything introduced after this Agreement has ended. Commission is not paid twice on the same revenue; where more than one partner has a claim on a Deal, section 6 decides it.

Commission IS paid where a Client Attributed to you buys more from us later through their own portal — a further package, an additional seat, an upgrade. That purchase creates its own Deal at your tier rates at that time, and its own renewal commission under section 9, which does not expire. You do not have to work the expansion to be paid on it. This is deliberate: the Client is with us because of your Introduction.

Commission is paid to the partner account the Deal is Attributed to. Where you introduced a Deal that another partner closed, you receive the Referral Commission and they receive the Closer Commission.

11. GETTING PAID, AND WHERE WE CANNOT

You are paid on request. Your Commissions and their statuses are visible in the Portal, and once they are approved you ask to withdraw them. We do not run a payroll and there is no pay day: nothing is sent until you ask for it, and an approved balance simply waits until you do.

Payment is made through a payment provider, into an account you hold with that provider or a bank account it can reach. We use Stripe Connect today, we expect to offer at least one alternative such as PayPal, and where more than one is available to you the Portal will let you choose. We may add, change, or withdraw providers: if we do we will tell you, and you may need to complete the new provider's checks. Nothing in this Agreement promises that any particular provider, or any particular payout method, will remain available to you.

Commission amounts are calculated and recorded in pounds sterling. We will normally send them in sterling, but where a provider or a corridor requires another currency we may send the equivalent in that currency instead. We cannot tell you in advance how long a withdrawal will take: that depends on the provider, the corridor, and the checks they run, and we do not control any of them. We will not hold a withdrawal you have asked for any longer than we reasonably need to.

Where a conversion happens, it is the provider or your bank that does it, at their rate rather than ours. We meet the provider's fee for making the transfer; it is not deducted from your Commission. We do not meet your own bank's receiving or conversion charges, because we can neither see nor control them, and on some corridors they are the larger cost — check with your bank before you assume the figure in the Portal is the figure that will land.

Please read this paragraph before you rely on the programme for income. Our registration form accepts partners from almost anywhere. Our payout rails do not reach almost anywhere. The countries we can actually send a payout to are decided by our provider and by which of their rails are open to a UK business, that set is materially smaller than the set of countries we accept partners from, and it changes without reference to us. It is also narrower than it looks: with some providers a partner can complete onboarding and hold a payout account in a country we still cannot transfer to. Ask us at hello@vazgro.com before you rely on it, and we will tell you where you actually stand today rather than let you guess from the signup form.

If you are in a country we cannot pay: your Commissions still accrue, they are still approved on the ordinary schedule, and they are not cancelled, forfeited, or time-barred by our inability to send them. An unpaid balance stays yours, indefinitely, and it stays payable if a rail later opens. Email hello@vazgro.com and we will try in good faith to agree another lawful way to pay you. We cannot promise there is one. Where there genuinely is not, we will tell you so plainly, and you may end this Agreement under section 23 rather than leave a balance sitting there for ever.

And we will not use the passage of time against you on a balance we could not send. Where the only reason a Commission went unpaid is that we had no way to pay you, we will not refuse it on the ground that it became due too long ago, and we give up any limitation defence we would otherwise have had to a claim for it. A promise to hold your money indefinitely is worth nothing if we can decline it in six years' time.

We pay approved Commissions. There is no minimum withdrawal amount today. If we introduce one — a payout rail with a flat per-transfer fee can cost more than a small commission is worth — we will tell you first under section 15, and a balance below it stays yours and keeps accruing until it clears the threshold or you leave.

You must complete the provider's identity and bank checks before your first withdrawal. You are responsible for the accuracy of your payment details. Where a payout fails or is returned because your details are wrong, or your account with the provider is incomplete or restricted, we will tell you and will pay once it is fixed. We are not responsible for delays caused by the provider or by your bank, and we do not pay interest on a payment delayed for those reasons.

If you think a Commission is wrong or missing, tell us within 90 days of the Deal closing or of the renewal month concerned, by emailing hello@vazgro.com. We will investigate and correct any error we find. We will look at older queries where we reasonably can, but after 90 days our records are the position we work from.

12. CLAW-BACK — REFUNDS, CHARGEBACKS, AND MONEY WE DO NOT KEEP

Commission is earned on revenue we keep. Every Commission carries a Claw-back Window, which as at the effective date of this Agreement is 30 days and runs from the moment the Commission is created — not from the date you are paid. The current window is published on the Partner Programme Page.

If, before the Claw-back Window has passed, the Client is refunded in full, or a card payment is charged back against us and we lose it, the Commission is reversed. Nothing is paid, and this costs you nothing beyond that Commission.

Two things do not reduce a Commission, and we state them because partners ask. A partial refund does not reduce it. Cancelling a subscription does not reverse Commission already earned — it simply means no further Renewal Commission arises for months that do not happen.

The Claw-back Window and our right to reclaim are two different things, and it is worth being clear which is which. The Window is how long we wait before paying you. Our right to reclaim money we have already paid is separate, and it has to be, because a card chargeback can be raised months after the payment that triggered it — long after any 30-day window has closed.

So: where a refund, chargeback, or non-payment comes to light after a Commission has already been paid to you, you must repay us that Commission within 30 days of our written request. We may instead set the amount off against any Commission we owe you then or in future, and you agree that we may do so. We will always tell you what we are reclaiming and why. We will not reclaim a Commission more than twelve months after it was paid, unless the underlying revenue was lost through fraud or a deliberate misrepresentation.

We would rather set that position out once, in writing, than have the conversation for the first time when it happens.

13. HOLDS WHILE A PAYMENT IS DISPUTED

If a Client disputes a payment with their card issuer, we place a hold on any Commission arising from that payment. A held Commission is not paid while the hold is in place. It may still be approved; what it cannot be is paid.

The hold lasts until the card issuer resolves the dispute. That timing is outside our control and can take several months; we cannot give you a date. If the dispute is resolved in our favour the hold is released and the Commission proceeds normally. If it is resolved against us the Commission is reversed under section 12, because we did not keep the revenue.

We may also hold a Commission while we investigate a suspected breach of this Agreement, for as long as that reasonably takes. We will tell you we have done so and what we are looking into.

14. TAX, VAT, AND YOUR OWN AFFAIRS

You are responsible for your own tax, wherever you are. Commission is paid gross. You must declare it and account for any income tax, social security, corporation tax, or equivalent obligation yourself, in every country where you are liable. We do not operate PAYE or any payroll withholding on your Commission, and we make no deduction at source unless a law that binds us requires one — in which case we will deduct it, pay it to the authority, tell you, and give you whatever certificate we are able to.

We do not give tax advice and we are not able to tell you what you owe where you live. If you are outside the United Kingdom, take local advice before you rely on this income. Some countries treat a long-running, commission-only sales relationship as employment or as a regulated agency however the contract describes it, and some grant an intermediary a compensation or indemnity payment on termination that the parties cannot contract out of. Where the law where you are gives you a right this Agreement does not, that law wins; nothing here is intended to take away a right you cannot lawfully give up.

Where you are or become registered for VAT, or an equivalent tax elsewhere, Commission is treated as consideration for your supply of introductory services to us. Those services are standard-rated; the exemption for financial intermediaries does not apply to them. You are responsible for charging, invoicing, and accounting for that VAT correctly, and you must tell us your VAT number as soon as you have one.

The commission rates in section 8 and the renewal rates in section 9 are stated INCLUSIVE of any VAT you are required to charge. Where you are VAT-registered, the amount we pay you is the gross amount and the VAT element is contained within it; we do not add VAT on top. We say this plainly because it decides real money: if you register for VAT part-way through, what we pay does not change. Where a self-billing arrangement or a reverse charge is appropriate, we will tell you and you will co-operate with it. Because we are a digital platform that pays you, we are required to collect your tax details and to report them each year to HM Revenue & Customs, which may share them with the tax authority where you live. That is why our onboarding asks for your country of tax residence and your tax identification number, and why we may ask you to keep a tax form current. What we report is: who you are, where you are tax resident, your tax identification number, the total Commission we actually PAID you in the year, and how many payouts you received. We report what we paid, not what you had accrued or what was awaiting release. We will tell you what has been reported about you, and you can see and correct your tax details in the Portal at any time.

You confirm that you are entitled to work and to receive payment as an independent contractor where you are based, and that receiving Commission does not breach any contract you have with anyone else, including an employer. That is yours to check, not ours. Once a payout reaches you, what you do about it — declaring it, registering, filing, and paying whatever is due — is entirely your responsibility, and we rely on the confirmation you gave us when you registered.

You will indemnify us against any tax, National Insurance, penalty, or interest we are required to pay because your status has been recharacterised, except to the extent that results from our own act or omission.

15. CHANGES TO RATES, TO THE SCHEDULE, AND TO THIS AGREEMENT

We may change the commission rates, the tier bands, the renewal schedule, the Claw-back Window, and this Agreement. The current terms are always published on the Partner Programme Page and at vazgro.com/legal/partner-terms.

A change to rates, to the renewal schedule, or to the Claw-back Window takes effect 30 days after we notify you by email or in the Portal, and applies only to Commissions created on or after that date. A Commission that already exists keeps the rate and the window it was created with. A Client's renewal schedule is fixed when their first Commission is created and is not changed afterwards.

Other changes to this Agreement take effect on the date we state, which will not be less than 30 days after we notify you — except where a change is needed to comply with the law or to address a security or fraud risk, in which case it takes effect when we say so and we will explain why.

If you do not accept a change, you may end this Agreement under section 23 before it takes effect. Continuing to use your account after a change takes effect means you accept it.

16. WHAT YOU MAY SAY ABOUT US

You may say that you are a Vazgro partner. You may use our name, logo, and marketing materials as we provide them, to promote us, and we grant you a non-exclusive, revocable, non-transferable licence to do so for as long as this Agreement lasts. You may not alter our logo or brand assets, and you must stop using them when this Agreement ends.

Everything you say about us must be accurate and capable of being substantiated. You must not: describe yourself as Vazgro, as an employee of Vazgro, or as our agent; state or imply that you can bind us, agree a price, guarantee a timescale, or approve a scope; quote a price, discount, or delivery time we have not published or confirmed to you in writing; promise a result, a ranking, a revenue figure, or a return on investment; invent or embellish a case study, testimonial, review, or client name; or claim a qualification, accreditation, or status you do not hold.

Where you post about us anywhere you stand to earn from it, you must make that obvious in the post itself, before someone reads the rest of it. "#ad" is the label that works. "#aff", "#affiliate", "#partner", a link in a bio, or a disclosure in a page footer are not enough on their own.

This is not house style. Under the CAP Code both of us are responsible for what you publish about us, and we cannot contract out of that — allowing you a free hand is not a defence for us. Under the Digital Markets, Competition and Consumers Act 2024 and the Business Protection from Misleading Marketing Regulations, a misleading claim made to promote our Services is our problem as well as yours, and a claim about results is the kind most often challenged. If you are unsure whether you can say something, ask us first at hello@vazgro.com. We would much rather answer the question.

You must not: bid on "Vazgro" or confusingly similar terms in paid search; register a domain, social handle, or app name containing our name or a close variant; run coupon, discount, cashback, or incentive offers referencing us that we have not agreed in writing; post your referral link anywhere that breaches the rules of the platform you are posting on; or send unsolicited bulk messages of any kind. We may require you to remove or correct any material referring to us, and you will do so promptly.

17. PROSPECT DATA AND DATA PROTECTION

Personal data moves in both directions in this programme, and the two directions are not governed the same way. This section sets out each.

Data you bring to us. When you give us a Prospect's details, you confirm that you obtained them lawfully, that you are entitled to share them with us for this purpose, and that the person has been told, or would reasonably expect, that their details may be passed to a supplier such as us. You must not scrape, buy, or harvest personal data and pass it to us as an Introduction, and you must not use our name to obtain data you would not otherwise be given. Where you decide who to approach and how, using your own contacts and your own tools, you are the controller of that data and you are responsible for it. Once you pass it to us we become the controller of the copy we hold, and our Privacy Policy explains what we then do with it.

Your say-so is not, by itself, permission. Where you tell us a Prospect is happy to hear from us, we email that person once to ask them to confirm it directly, and we contact them no further unless they do. That is not a formality: under UK GDPR Article 7 we have to be able to demonstrate consent, and an assurance about evidence is not evidence. If a Prospect replies that they did not agree, their address is added to our do-not-contact list permanently, across the whole partner network, and neither we nor any other partner can ask again.

Data we give you. Where we open a pool lead to you, that record is ours. We disclose it to you as our processor, acting only on our documented instructions and for this purpose, and the disclosure is made for one purpose: so that you can pursue that specific opportunity for us. You may use it for that and for nothing else. In particular you must not add it to your own database or mailing list, market anything of your own to it, disclose it to anyone else, keep it after you release or lose the lead, or retain any copy after this Agreement ends. If you take a copy out of the Portal, every one of these obligations follows the copy.

You must comply with the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations, and with equivalent law wherever you and the Prospect are. For cold approaches in the UK that means, in practice: corporate contacts only, a genuine and documented legitimate interest, clear identification of who you are, and an easy opt-out that you honour. You must keep the personal data you hold under this Agreement secure, and restrict access to it to people who need it.

Sending data across borders. Most of the people whose details we hold are in the United Kingdom, and most of our partners are not. Where we disclose personal data to you outside the UK, that is a restricted transfer under Chapter V of the UK GDPR and it is only lawful if an approved safeguard is in place. So: where you are outside the United Kingdom and outside a country the UK recognises as providing adequate protection, we will put the UK Information Commissioner's International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses, in place with you, and you agree to enter into it when we ask. Until it is in place we may withhold pool access rather than make the transfer. Nothing in this Agreement replaces that instrument — where the two conflict on the handling of transferred personal data, the transfer agreement prevails.

You must not move personal data you receive from us to a further country, or give access to it to anyone in one, without telling us first and agreeing how it will be protected.

Tell us without delay, and in any event within 24 hours, if you lose or wrongly disclose any Prospect data you obtained through the Portal, or if a Prospect asks you to exercise a data protection right in connection with us, or if any authority contacts you about data you hold under this Agreement. Send it to hello@vazgro.com and we will handle the request. Do not answer it yourself on our behalf.

18. NON-CIRCUMVENTION

While this Agreement is in force, and for twelve months after it ends, you must not approach a Client or a Prospect you first learned of through the Portal in order to supply them the services we supply, whether yourself or through anyone else, or to divert them away from us.

This does not stop you working with a business you already knew and can show you knew before we introduced them, selling them something we do not supply, or responding to a business that approaches you of its own accord about something unrelated. It is aimed at one thing: taking a Prospect out of our pipeline and around us.

We will not enforce this section further than is reasonably necessary to protect our business, and it is not intended to restrict your ordinary ability to earn a living.

19. CONFIDENTIALITY

You must keep confidential any non-public information you learn through the programme — our pricing, margins, client lists, lead data, product plans, and anything marked or reasonably understood to be confidential — and use it only to perform this Agreement.

This does not apply to information that is public through no fault of yours, that you already lawfully knew, that you develop independently, or that you are required to disclose by law or a regulator, in which case tell us first if you lawfully can. These obligations continue for three years after this Agreement ends, and indefinitely for anything that is a trade secret or personal data.

20. INTELLECTUAL PROPERTY

We own our name, logo, brand, website, platform, materials, and everything we create. The licence in section 16 is the only right you get to any of it, and it ends when this Agreement ends. You own your own materials.

Where you create marketing material that includes our brand, you keep what you made, and you grant us a non-exclusive, royalty-free, worldwide licence to use, reproduce, and adapt the parts referring to us, for as long as we need to; you confirm you have the rights to grant it. If you send us feedback or ideas about the programme, we may use them freely and owe you nothing for them.

21. YOUR OWN TEAM

This section is about giving other people their own access to our Portal. It is not about the substitution right in section 3: you may always have someone do your work for you, at your own cost, without asking us, and that needs nothing from this section. What needs our agreement is a separate LOGIN for them, and a share of the commission paid by us rather than by you.

Two different things, worth separating. A team seat gives someone their own access to your partner account; a seat does not itself earn anything, and whoever holds one is still working for you. An override — a share of what the people you recruit close, paid by us — is a further arrangement again: it is not switched on by default, and it applies only where we have agreed it with you in writing, including the rate.

If you have a team, you are responsible for them. Everything done through your account is treated as done by you, and you must make sure they follow this Agreement, particularly sections 16 and 17. They are your people, not ours: we do not employ, engage, or pay them, we owe them nothing, and you will indemnify us against any claim from them that says otherwise. We pay you; how you pay them is between you and them.

We may withdraw team access, or remove an individual, if we reasonably believe this Agreement has been breached.

22. SUSPENSION

We may suspend your account, immediately and without prior notice, where we reasonably believe you have breached this Agreement, while we investigate a suspected breach, where we are required to by law or by a payment provider, or where your conduct presents a risk to a Client, a Prospect, or to us. We may separately restrict your ability to send introductions where the messages you send generate complaints or fail to reach people.

While you are suspended you cannot claim leads and we do not pay Commission. Suspension does not by itself cancel a Commission you have already earned: unless we also end this Agreement under section 23, Commissions accrued before the suspension are paid once it is lifted, and Renewal Commission continues to accrue on Clients already Attributed to you.

We will tell you that you are suspended and, so far as we reasonably can, why. We will resolve it as quickly as is reasonable. If we conclude there was no breach we lift the suspension and pay what is owed. If we conclude there was, section 23 applies.

23. ENDING THIS AGREEMENT

You may end this Agreement at any time, for any reason, by telling us in writing at hello@vazgro.com. It ends 30 days after we receive your notice, or sooner if we agree. You do not need a reason and we will not ask you for one.

We may end this Agreement for any reason on 30 days' written notice to you.

Either of us may end it immediately, by written notice, if the other commits a material breach that is not put right within 14 days of being asked, or becomes insolvent. We may also end it immediately, without those 14 days, where you have acted fraudulently, deliberately misrepresented us or the Services, referred yourself in breach of section 6, or seriously breached section 16, 17, 18, or 19.

When this Agreement ends, your Portal access ends, your licence to use our brand ends, and you must stop describing yourself as our partner. You must stop using any Prospect or Client data you obtained through the Portal and delete every copy you hold. Sections 12, 14, 17, 18, 19, 20, 24, 25, and 27 survive.

24. WHAT HAPPENS TO YOUR COMMISSION WHEN THIS AGREEMENT ENDS

This is the term partners ask about most often, so it is set out in full rather than by cross-reference.

If either of us ends this Agreement on notice, or you simply stop: every approved Commission is paid. Every pending Commission is paid once its Claw-back Window has passed and the revenue is collected, exactly as if you were still a partner. Renewal Commission on Clients Attributed to you before the end date continues to accrue and to be paid on the section 9 schedule, for as long as each of those Clients keeps paying us. You keep what you built. What stops is new business: nothing you introduce after the end date is Attributed to you, and no new Deal earns you anything.

If we end this Agreement immediately for a material breach that was not put right, the same applies. A partner who was owed money before the breach is still owed it.

If we end this Agreement for fraud, for a deliberate misrepresentation, for self-referral in breach of section 6, or for a serious breach of section 17, all unpaid Commission is forfeited — pending Commission and future Renewal Commission alike — and section 12 still applies to anything already paid. That is the only circumstance in which you lose money you have earned. We will tell you in writing that we are relying on this paragraph, and why.

Nothing in this section extends Renewal Commission beyond what section 9 provides. Section 9 governs it in every case.

25. LIABILITY

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded under English law.

Subject to that, neither party is liable to the other for indirect, consequential, special, or incidental loss, or for loss of profit, revenue, goodwill, opportunity, data, or anticipated savings, however arising.

Subject to that, our total liability to you arising out of or in connection with this Agreement will not exceed the greater of £1,000 and the total Commission we paid you in the twelve months before the event giving rise to the claim.

The indemnities you give in sections 3, 14, 17, and 21 are not subject to those limits, and are limited to what we actually lose, including reasonable legal costs.

We do not guarantee that the programme will earn you anything. Commission depends on Clients buying and paying, which we do not control and cannot promise.

26. GENERAL

This Agreement, together with the Partner Programme Page it refers to and anything else we agree with you in writing, is the whole agreement between us about the partner programme, and replaces anything said or written before it.

You may not transfer or assign this Agreement without our written consent. We may transfer it to a company that acquires our business. We use subcontractors and service providers, including Stripe, to run the programme.

If a court finds any part of this Agreement unenforceable, the rest continues. If we do not enforce something straight away, we do not lose the right to enforce it later. Nobody who is not a party to this Agreement may enforce it under the Contracts (Rights of Third Parties) Act 1999.

Notices to you go to the email address on your account. Notices to us go to hello@vazgro.com, or in writing to the registered office in section 1.

27. GOVERNING LAW AND DISPUTES

This Agreement, and any dispute or claim arising out of or in connection with it (including a non-contractual one), is governed by the law of England and Wales, wherever you are based.

The courts of England and Wales have jurisdiction. If you bring a claim against us, you must bring it there. If we bring a claim against you, we may bring it there or in the courts of the country where you live or are established, because a judgment obtained in England is not straightforwardly enforceable everywhere and we would rather sue you somewhere the judgment means something than obtain one that does not. Either of us may seek an injunction in any court that can grant one.

If you are a consumer under the law where you live, nothing in this section takes away your right to bring proceedings in your own country, or the protection of any mandatory law there that you cannot contract out of.

Before starting proceedings, both of us agree to try in good faith to resolve the dispute by discussion. Email hello@vazgro.com setting out what you say is wrong and what you want, and we will respond within 14 days and try to settle it with you. Most disagreements in this programme are about a single commission, and a conversation settles them faster and far more cheaply than anything a court does.

28. CONTACT

VAZGRO LTD, registered in England and Wales under company number 15902777. Registered office: Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, England, CO4 3ZQ. For anything about this Agreement, your account, or a Commission, email hello@vazgro.com and we will respond as soon as we reasonably can.

Lead data: our processor terms

Where we pass you the details of a prospective client, you act as our processor and not as a controller in your own right. You will process those details only on our documented instructions and only to pursue that opportunity for us; keep them confidential and secure with appropriate technical and organisational measures; not add them to any list, database or marketing programme of your own; not engage another processor without our written authorisation; assist us with data-subject requests, breach notification and any assessment we must carry out; tell us without undue delay and in any event within twenty-four (24) hours if you become aware of a personal data breach affecting them; and delete or return them when the opportunity closes or this Agreement ends, whichever is first. You will make available to us the information we reasonably need to demonstrate compliance with this section, and allow for and contribute to audits on reasonable notice. Nothing in this section makes you our employee, worker or agent for any other purpose.