Thank you for your interest in joining our Referral Partner Programme.

This agreement defines how we work together and how you can benefit from making Easy Tax Solutions Limited recommendations within your network.

If you have any questions on this programme or its terms, please email our Referral Programme specialist, Laura Velasquez, for support at: laura.velasquez@easyrnd.co.uk.

THIS AGREEMENT is made BETWEEN:

(1) Easy Tax Solutions Limited, a company registered in England & Wales under number 9191044 whose registered office is at Unit 12 Bates Industrial Estate, Church Road, Harold Wood, Romford RM3 0HU (“the Supplier”) and

(2)  [Name] [Company Name] [Address] (“the Referrer”).

WHEREAS:

(1) Supplier is in the business of providing research and development Tax Relief consultancy;

(2) Referrer has certain contacts in various companies that it is willing and able to refer to the Supplier; 

(3) Supplier wishes to be introduced to such contacts and is willing to pay Referrer fees as defined in this Agreement.

IT IS AGREED as follows:

1. Definitions

“Referred Client” means any limited liability company introduced by Referrer who signs an Engagement Letter agreement with the supplier and submits a corporation tax credit claim to Her Majesty’s Revenue and Customs (“HMRC”) using the Supplier’s services;

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; b) operations, processes, product information, know-how, designs, trade secrets or software; and c) any information developed under this Agreement.

2. Term

This Agreement is effective immediately upon your acceptance and shall continue until terminated as described in the termination provisions in clause 9.

3. Non-Exclusivity

For the term of this Agreement, Referrer shall have the non-exclusive right to refer prospective clients to the Supplier who are not already known to the Supplier.

4. Fees

(1) Initial claim - Referrer shall receive a 20% commission based on the VAT-exclusive fee paid to the Supplier for the R&D tax relief claim benefit received by Referred Client.

(2) Subsequent claims – The Referrer shall receive a 10% commission based on the VAT exclusive fee paid to the Supplier for the claim benefit received by Referred Client. 

5. Payment

The Referrer shall be paid upon the Supplier’s receipt of payment from the Referred Client or HMRC. The Supplier will send payment by BACS within 10 days of receipt and Referrer shall respond with an accompanying invoice for the payment.

If HMRC subsequently disallows an R&D tax claim benefit (either in whole or in part) after a Referred Client has received the claim benefit and Supplier has paid the relevant commission to Referrer, then the Supplier shall notify Referrer in writing.  Within 10 days of receipt of the notice, the Referrer shall (a) repay to Supplier by BACS the commission (plus VAT, if applicable) relating to the disallowed claim; and (b) issue to Supplier an accompanying credit note for the repayment. 

6. Relationship between the Parties

Each Party’s relationship with the other is that of an independent contractor. Nothing contained in this agreement creates employment, a partnership, a joint venture or a similar business relationship between Supplier and Referrer. No employee will be considered an employee of the other for any purpose.

7. Publicity

Neither Party nor their respective agents and representatives shall, without the other Party’s prior written consent refer to this agreement or the other Party’s name in advertising, publicity or other promotional endeavours.

8. Confidentiality

8.1 Each party must at all times (i) keep confidential and not disclose to any person any Confidential information and (ii) only use such Confidential Information for the purposes of performing its obligations under this Agreement.

8.2 A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (“Permitted Disclosees”) who need to know such information for the purposes of carrying out the party's obligations under this Agreement. The party disclosing Confidential Information on this basis shall ensure that the Permitted Disclosees comply with the provisions of this paragraph.

9. Termination

Either Party may terminate this Agreement by giving the other no less than one month’s written notice or immediately if the other Party is insolvent, has been dissolved or otherwise ceased trading.

On termination:

(1) any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;

(2) referral fees arising from any Referred Client’s tax credit claim submitted to HMRC prior to termination shall be paid to Referrer within 10 days of the Supplier’s receipt of payment from the Referred Client or HMRC; and

(3) termination shall not affect or prejudice any right to damages or other remedies which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedies which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination. 

10. Force Majeure

Neither Party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this Agreement (other than the obligation to make payments, which shall not be affected by this provision) due to Force Majeure.

11. Third-Party Rights

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. 

12. Assignment

Neither Party may assign or otherwise delegate any of its rights, or sub-contract or otherwise delegate any of its obligations under this Agreement without the written consent of the other Party, such consent not to be unreasonably withheld.

13. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14. Notices

Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and sent by email to the other party's main business email address as notified to the sending Party. Notices sent by email will be deemed to have been received on the next business day after sending. 

15. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

16. Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales. Please read this entire agreement, and our standard terms & conditions, since they will be binding upon you once you commence with the programme.

By signing up and continuing with the Easy R&D Referral Partner Programme you are acknowledging acceptance of this agreement.

Yours sincerely,

Darren Wilmot

Managing Director

Easy Tax Solutions Limited