Terms & Conditions of Partnerships with  Boundless Technologies Limited 

Boundless Technologies Limited Partner Referral Program – Terms and Condition 

These terms and conditions of business (Terms & Conditions) apply to the partner referral program of Boundless Technologies Limited a company registered in Ireland (registration no. 649946) having its registered office at The Greenway Iconic Offices, Block C, 112-114 St Stephen's Green, Dublin D02 TD28, Ireland (Boundless). 

Background:  Boundless provides employer of record, international payroll, HR compliance and administrative services via its proprietary software platform and user interface (the Platform). Any counterparty accepting these Terms and Conditions (the “Partner”) is choosing to refer individuals or businesses in their direct network on these Terms & Conditions to engage with Boundless to provide such services.

IT IS AGREED as follows:

1. Definitions:

The following definitions apply to capitalised terms used in these Terms and Conditions:

Agreement means the legally binding agreement formed between Boundless and the Partner upon the Partner’s acceptance of these Terms and Conditions. 

Commercial Agreement refers to any agreement between Boundless and Customers related to the provision of Boundless services (which, for the avoidance of doubt, does not make reference to the Partner) .

Customer refers only to prospective customers that the Partner has directly referred to Boundless and which have (a) subsequently executed a Commercial Agreement with Boundless and (b) made payments to Boundless in respect of the services provided thereunder. Any referred prospective customer who executes a Commercial Agreement, but fails to make a payment to Boundless for their services, will not be recognised as a Customer for the purposes of these Terms and Conditions.

Intellectual Property means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software), secret formulae and processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights and/or IPR” shall be construed accordingly).

Prospective Customer means any entity that the Partner has identified as a possible referral or has referred to Boundless, but which has not (a) executed a Commercial Agreement with Boundless and/or (b) made payments to Boundless in respect of the services provided thereunder.

Referral Fee has the meaning given to that term in Clause 3 (Referral Fee and Payment). 

IT IS AGREED: 

2. Partner Referrals: 

1. The Partner may, from time to time, refer Prospective Customers to Boundless from their network who may require consultation or support from Boundless.
2. The Partner will not refer Prospective Customers that they have no previous relationship or communication with prior to the referral.  
3. The Partner will notify Prospective Customers in advance of any introduction to  Boundless that Boundless will agree to provide an initial complimentary consultation to the Prospective Customer following a referral, but any further services provided by Boundless beyond that consultation will incur an agreed fee. 
4. The Partner must refer Prospective Customers to Boundless via direct email with an employee of Boundless or through an official channel that Boundless has provided to the Partner. For the avoidance of doubt, no Referral Fee shall be payable to the Partner with respect to any referrals or introductions made via any other method.
5. The Partner acknowledges and agrees that no referral Fee shall be payable in respect of a Prospective Customers that Boundless is already in conversation with at the time the referral or introduction is made by the Partner. Boundless shall notify the Partner of existing contact with a Prospective Customer promptly following an initial referral or introduction.  
6. The Partner acknowledges that Boundless intends to sell Boundless services to any Prospective Customer referred by the Partner.
7. Boundless will keep the Partner updated on ongoing basis as to the progress of any Prospective Customers that the Partner has introduced to Boundless.
8. The Partner shall refer Prospective Customers to Boundless in bone fide good faith and in compliance with law and any contractual agreement binding on it and/or (to the extent it is aware) the Prospective Customer, including any confidentiality agreement.
9. Referral Fee and Payment  

1. Subject to this Clause 3, Boundless agrees to pay the Partner €2,000 (the “Referral Fee”) for each Customer successfully referred to Boundless by the Partner.
2. The Partner acknowledges and agrees that the Referral Fee shall only be payable once a Customer has paid their first invoice to Boundless in accordance with the relevant Customer Agreement. The Partner acknowledges and agrees that they will not be compensated for any referral or introduction they provide to Boundless with respect to a Prospective Customer.
3. Within 30 days of receipt of payment of the first invoice from a Customer, Boundless will instruct the Partner to issue Boundless with an invoice for the Referral Fee applicable to that Customer and the Partner shall issue and deliver the invoice to Boundless within 10 business days of receipt of such instruction. Boundless shall make payment of the Referral Fee within 30 days of receipt of the invoice form the Partner.
4. Any Referral Fee is payable exclusive of any value added tax or any other tax to which it might be subject and, to the extent Boundless is or becomes liable to account for any such tax, the relevant amount shall be deducted from each Referral Fee payment to which it relates or, if such liability arises after the Referral Fee to which it relates has been paid, the Partner shall reimburse such amount to Boundless immediately on demand.
5. Referral Fees shall be paid in EUR to the bank account specified by the Partner in the relevant invoice.
6. Publicity: 

1. By entering into these Terms and Conditions, Partner hereby grants Boundless with a world-wide, royalty free license to use the Partners name and logo, including making reference to the Partner as a partner company on its website and in its physical and online marketing materials for the period in which this Agreement is in effect..
2. The Partner shall not reference Boundless or use the Boundless name, logo or any other Boundless Intellectual Property, including without limitation, on their website or physical and online marketing materials without prior written consent.
3. The Partner agrees to receiving marketing materials and other communications from Boundless.
4. Other than as set out in this Clause 4, the Parties shall not misappropriate the other Party’s Intellectual Property or otherwise infringe on the Intellectual Property Rights of the other Party.

5. Termination

Either Party may terminate this Agreement at any time by providing written notice of termination to the other Party. Such termination shall become effectively immediately upon receipt of such termination notice by either Party. The Partner agrees and acknowledges that upon termination of this Agreement, Boundless will cease to be obligated to process any invoices or pay Referral Fees to the Partner.

6. Data Protection

Each Party undertakes to comply with any data protection provisions that may apply to it from time to time under all applicable laws and regulations, including, but not limited to, any applicable law implementing the General Data Protection Regulation ((EU) 2016/679) as it applies within the European Union and section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018 as it applies within the UK as to the protection of individuals with regard to the processing of personal data and the free movement of such data (such laws together referred to as the “Data Protection Laws”). 

7. Miscellaneous

1. Boundless reserves the right to amend any part of these Terms and Conditions at any time, including, without limitation, to increase or decrease the Referral Fee payable in respect of future Customer referrals at any time without prior notice. Boundless shall notify the Partner of any such amendments in writing. The Partner shall not be entitled to amend, waive or vary any part of this Agreement.
2. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by the Partner, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Boundless. Boundless shall have the right to assign this Agreement and/or any of its obligations hereunder in part or in full to third parties without consent. 

1. Nothing in the Agreement shall create a partnership or joint venture between the Parties. 
2. Any notice to be given by either party for the purposes of this Agreement shall be sent by mail / email. 
3. Governing Law 

These Terms and Conditions and any Agreement shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts