REONEX Referral Programme Terms

Version: 0.1
Effective date: TODO(JAMIE) — set on approval
Status: ⚠️ DRAFT — NOT APPROVED. Rebranded from the inherited document on 30 October 2026. Not reviewed by a solicitor. PORTAL_DOCUMENTS_APPROVED remains false, so partner registration is rejected until Jamie and/or Kirsty have read this through and approved it.

Before approving, settle the items marked TODO(JAMIE) below. The commission rate and payment cadence in section 6 and 7 are inherited from the previous owner's build and contradict what reonex.co.uk/referrals/ already publishes. Partners will have read the public page. That conflict has to be resolved, not papered over.

These Referral Programme Terms (the Terms) govern participation in the REONEX referral programme and use of the referral partner portal.

The programme is operated by Reo Group Ltd, trading as REONEX, a company registered in England and Wales under company number 14840484, whose registered office is at 521 Thornton Road, Bradford, West Yorkshire, BD8 9RB, England (REONEX, we, us or our). VAT registration number 441639200.

Contact: enquiry@reonex.co.uk or 0333 344 9588.

1. Acceptance and eligibility

1. You must be at least 18 years old and legally able to enter into a contract.
2. You must provide accurate, complete and current registration information.
3. You accept these Terms when you select the acceptance box during registration or re-accept a later version in the portal.
4. Registering does not guarantee admission. We may verify the information you provide, conduct proportionate due-diligence checks and approve, request further information from, or reject an application.
5. Your account remains inactive until you have verified your email address, accepted the current Terms, acknowledged that you have read the current Privacy Notice, and we have approved your application.
6. Participation is personal to the approved individual or organisation and may not be transferred without our written agreement.

2. Your account

1. You must maintain an individual account and must not share login credentials.
2. You are responsible for keeping your credentials secure and for activity carried out through your account, except to the extent caused by our failure to apply reasonable security controls.
3. You must tell us promptly if you believe your account or email address has been compromised.
4. You must keep your contact, business, tax and invoicing information accurate.
5. We may require additional verification before accepting changes to sensitive information or acting on a changed payment destination.

3. Making a referral

For every referral, you confirm that:

1. the information is accurate to the best of your knowledge;
2. the referral is genuine and made in good faith;
3. you have a genuine business or professional relationship with the person or organisation being referred, or otherwise have a lawful and reasonable basis for making the introduction;
4. you have told the contact that you intend to share their details with REONEX, or have their permission where permission is required;
5. you will provide only information relevant to the potential business requirement;
6. you will not submit special-category information, criminal-offence information, passwords, confidential credentials, financial account information or unnecessary personal details; and
7. neither the referral nor any associated payment would breach applicable law, professional duties, contractual restrictions, anti-bribery requirements or procurement rules.

Submitting a referral does not create authority for you to act on our behalf or commit us to a proposal, price, contract or service.

4. Referral ownership and duplicates

1. The first valid referral recorded by our portal owns the referral opportunity for programme purposes.
2. The portal's server timestamp and audit record determine submission order.
3. A referral is valid only if it contains sufficient accurate information, satisfies these Terms, is not fraudulent or abusive, and is accepted by us following duplicate and eligibility checks.
4. A submission will not qualify where, before submission, the prospect is already:
   • a REONEX customer for the relevant opportunity;
   • recorded as an active REONEX sales opportunity;
   • the subject of an earlier valid referral; or
   • otherwise excluded for a documented and reasonable reason.
5. We will not reject a referral solely because of an automated or fuzzy match. An authorised administrator will review potential duplicates.
6. If substantially simultaneous or competing referrals cannot be resolved by timestamps alone, we will make a reasonable decision using the audit history, relationship evidence and circumstances of the introduction.
7. Accepted ownership continues through the resulting qualifying support contract, including qualifying renewals or extensions, subject to these Terms.

5. How referrals are handled

1. We decide whether and how to contact, assess, propose to, contract with or provide services to a referred prospect.
2. We do not guarantee that a referral will be accepted, contacted, converted or generate commission.
3. We may close a referral where it is unsuitable, duplicate, invalid, already known to us, unresponsive or does not progress.
4. We will maintain a chronological partner-visible record of meaningful referral stages, updates, decisions and corrections through the portal.
5. We will provide a suitable explanation for partner-visible decisions and financial adjustments so that you can understand and reconcile the referral and commission history.
6. We may withhold confidential, commercially sensitive, security-sensitive, legally privileged or legally restricted details. Where appropriate, we will indicate that an internal review or disclosure restriction applies rather than present an incomplete status as final.
7. Internal REONEX notes, risk assessments, security controls, another partner's information and customer-confidential information are not partner-visible information.

6. Qualifying contracts and commission

1. TODO(JAMIE) — THE RATE IS NOT SETTLED. The portal is configured for a default commission rate of 15% (config/portal.php, commission_rate_bps => 1500), inherited from the previous owner. reonex.co.uk/referrals/ publishes 10%. Decide which is correct, then set the config value and this clause to match. Do not launch with the two disagreeing.
2. The applicable percentage is recorded against the referral when the qualifying support contract is signed. That recorded percentage applies to the referral even if the default rate later changes.
3. Commission eligibility begins on the date the referred customer signs a qualifying support contract with REONEX.
4. Signing establishes eligibility only. Commission becomes payable solely on qualifying revenue that REONEX has actually received as cleared funds from the customer.
5. Commission is calculated on the net eligible support-service revenue received by REONEX, before VAT or other sales tax.
6. Software licence charges, hardware and one-off project work are excluded, consistent with the published scheme. Third-party pass-through costs, taxes, refunds, credit notes, chargebacks and other amounts identified as non-qualifying in the customer contract or referral record are also excluded.
7. If the customer makes a partial payment, commission is calculated only on the eligible net portion actually received.
8. Commission continues for the full period during which the qualifying support contract remains active, including qualifying renewals and extensions, while REONEX continues to receive eligible cleared payments.
9. Commission stops when the qualifying support contract expires or terminates, except for a final eligible payment relating to the active contract period that REONEX subsequently receives.
10. If a payment is refunded, reversed, credited or later found to be ineligible, we may create a transparent adjustment or offset it against future commission. We will not silently rewrite paid ledger entries.

7. Statements, partner invoices and payment

1. The portal will show commission calculations and amounts approved for invoicing.
2. The portal will show the qualifying period, eligible net revenue, applicable commission percentage, calculation, adjustments, invoice status and associated payout so the amount can be reconciled.
3. You must submit a valid invoice to REONEX for approved commission before payment can be made.
4. Your invoice must include all information required by applicable invoicing and tax rules, including a unique invoice number, invoice date, your legal/business details, REONEX's details, a clear description, the net amount, VAT where applicable and the total due.
5. If you are VAT registered, you must provide your VAT registration number and issue a valid VAT invoice. VAT properly chargeable on your invoice is separate from the commission calculation.
6. Your bank-transfer details must appear on your invoice. REONEX will not maintain a separate partner bank-details profile in Version 1.
7. Invoices must be uploaded through the secure portal or delivered through another secure channel specifically approved by REONEX. Do not send bank details through ordinary referral notes, chat fields or unsolicited email.
8. REONEX may independently verify new or changed bank details before making payment. Verification may delay the affected payment without changing the underlying approved commission.
9. TODO(JAMIE) — THE CADENCE IS NOT SETTLED. The portal is configured to pay monthly on the 15th (config/portal.php, payout_day => 15), falling to the next England and Wales business day. reonex.co.uk/referrals/ publishes quarterly payment, by bank transfer or as a credit against the partner's own REONEX invoice. Confirm which applies and align the config, this clause and the public page.
10. To join that payment run, a complete and valid invoice must normally be received by the last calendar day of the preceding month. A late, incomplete or disputed invoice may move to the following payment run.
11. There is no minimum payout threshold.
12. Payment is made by bank transfer to the verified details shown on the accepted invoice.
13. You are responsible for the accuracy of your invoice and bank details. We are not responsible for delay caused by missing, inconsistent or unverifiable information, but we will act reasonably to resolve it.

8. Tax responsibility

1. You are responsible for your own tax, National Insurance, VAT registration, reporting and other obligations arising from commission payments.
2. Nothing in these Terms creates employment, worker, agency, partnership, joint-venture or franchise status.
3. We may request information reasonably required to validate an invoice, meet accounting obligations or respond to a lawful request.

9. Conduct and representations

You must not:

• make misleading claims about REONEX, its services, pricing or likely outcomes;
• promise discounts, service levels or contract terms on our behalf;
• impersonate REONEX or present yourself as our employee or agent;
• use spam, unlawful marketing, purchased lists or deceptive practices;
• offer or accept an improper payment, gift or advantage connected with a referral;
• interfere with the portal, attempt unauthorised access or introduce malicious content; or
• use confidential information obtained through the programme for another purpose.

You may use approved programme materials only in accordance with any brand or usage instructions we provide.

10. Confidentiality and data protection

1. Each party must protect non-public commercial, technical, security and personal information received through the programme and use it only for the programme's proper operation.
2. You must comply with applicable data-protection and electronic-communications law when collecting, using and sharing referral information.
3. Our handling of personal information is explained in the Referral Portal Privacy Notice.
4. You must promptly tell us if information submitted through the portal is inaccurate, was supplied without a proper basis, or may have been accessed improperly.

11. Suspension and termination

1. You may ask us to close your partner account by contacting us.
2. We may suspend access while investigating security, fraud, duplicate-referral, conduct, legal or payment concerns.
3. We may terminate participation for material or repeated breach, fraud, dishonesty, unlawful conduct, misuse of personal information, damage to REONEX or its customers, or failure to provide requested verification.
4. Account closure does not erase financial, contractual, security or audit records that we are required or reasonably entitled to retain.
5. Unless a referral or commission was obtained through fraud, breach or invalid information, account closure does not remove commission already approved and properly invoiced.
6. Continuing future commission after account closure remains subject to the qualifying support contract staying active, your continued compliance with these Terms, submission of valid invoices and any lawful withholding or set-off.

12. Liability

1. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence.
2. Neither party is liable to the other for indirect or consequential loss, or loss of profit, opportunity, goodwill or anticipated savings, except that this does not prevent payment of commission properly due under these Terms.
3. Subject to paragraph 12.1 and payment obligations, each party's aggregate liability connected with the programme will not exceed the total commission paid or payable to you during the 12 months preceding the event giving rise to the claim.
4. The portal may occasionally be unavailable for maintenance, security or circumstances outside reasonable control. We will take reasonable steps to restore it but do not guarantee uninterrupted availability.

13. Changes to the programme or these Terms

1. We may update these Terms where reasonably necessary for legal, security, operational or commercial reasons.
2. We will record each version and its effective date.
3. If a change materially affects partner rights or commission, we will provide reasonable notice and require acceptance before continued portal use where appropriate.
4. A change to the default commission rate does not retrospectively change the percentage already recorded against an accepted referral.

14. Notices and contact

Programme notices may be delivered through the portal or to the verified email address on your account. You must keep that address current.

Questions, disputes and notices should be sent to enquiry@reonex.co.uk.

15. General

1. If any provision is held invalid or unenforceable, the remaining provisions continue in effect.
2. A delay in enforcing a right is not a waiver of that right.
3. You may not assign your rights or obligations without our written consent. We may assign these Terms as part of a genuine business transfer, subject to applicable law.
4. These Terms and the referral record form the agreement for programme participation and replace earlier statements about that participation to the extent they conflict.
5. A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

16. Governing law and disputes

1. These Terms are governed by the law of England and Wales.
2. Please contact us first so we can try to resolve a dispute promptly and fairly.
3. The courts of England and Wales have exclusive jurisdiction, except where applicable law requires otherwise.