GenieAI Partnerships
Referral Partner Programme Terms and Conditions
1.About These Terms
These Terms and Conditions (the "Terms") govern the Genie AI Partnerships Programme (the "Programme") operated by Genie AI Limited, a company incorporated in England and Wales with registered number 11080520 whose registered office is at 241 Southwark Bridge Road, London, SE1 6FP ("Genie AI").
By participating in the Programme, you agree to be bound by these Terms. If you do not agree to these Terms, you must not participate in the Programme.
These Terms should be read in conjunction with your Partner Agreement, which sets out the specific commercial terms applicable to your participation, including the applicable Commission structure. In the event of any conflict between these Terms and your Partner Agreement, the Partner Agreement shall prevail to the extent of the inconsistency.
Genie AI reserves the right to amend these Terms at any time by publishing the revised Terms on its website. Where Genie AI makes material changes to these Terms, it shall use reasonable endeavours to notify Partners by email at least fourteen (14) days before the changes take effect. Your continued participation in the Programme after such changes take effect constitutes your acceptance of the revised Terms.
2.About the Programme
Genie AI provides legal technology products and services.
The Programme enables approved referral partners to refer prospective clients and leads to Genie AI in exchange for Commission, as more particularly described in these Terms and the applicable Partnership Agreement.
These Terms set out the standard terms on which all referral partners participate in the Programme.
3.Definitions and Interpretation
In these Terms, the following terms shall have the meanings set out below:
- “Applicable Data Protection Law”
- means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any applicable data protection or privacy legislation in force from time to time.
- “Business Day”
- means any day other than a Saturday, Sunday, or public holiday in England.
- “Confidential Information”
- means all information received by one party from the other in connection with these Terms and the Partner Agreement that is not publicly available, including referral data, client contact details, commercial terms, and business information.
- “Effective Date”
- means the date on which the Partner Agreement comes into force, as specified in the Partner Agreement.
- “Partner”
- means the individual or entity that has entered into a Partner Agreement with Genie AI to participate in the Programme (also referred to as "you" or "your").
- “Partner Agreement”
- means the separate agreement between Genie AI and the Partner which sets out the partner-specific commercial terms, including the applicable Commission, the Effective Date, and the Partner's details.
- “Referral”
- means the introduction by the Partner of a prospective client or lead to Genie AI, submitted through the agreed referral process described in Clause 4.
- “Commission”
- means the fee payable per Successful Referral, as set out in the Partner Agreement.
- “Successful Referral”
- means a Referral where the referred party has, within one (1) calendar month of the date of the Referral: (a) completed registration for any of Genie AI's products or services; (b) selected a paid subscription; and (c) successfully completed payment for their subscription.
In these Terms, unless the context otherwise requires:
- references to Clauses are to clauses of these Terms;
- headings are for convenience only and shall not affect interpretation;
- words in the singular include the plural and vice versa;
- a reference to a statute or statutory provision includes any modification or re-enactment thereof.
4.Referral Arrangement
The Partner may refer prospective clients and leads to Genie AI in accordance with these Terms and the Partner Agreement.
The Programme is non-exclusive. Nothing in these Terms prevents either party from entering into similar referral or partnership arrangements with any third party.
The Partner acts as an independent contractor and not as an agent, employee, or representative of Genie AI. The Partner has no authority to bind Genie AI, make representations on its behalf, or negotiate terms with prospective clients on its behalf.
These Terms apply to Referrals originating from any jurisdiction. Where a Referral involves a prospective client located outside the United Kingdom, the Partner shall ensure that the referral process complies with any applicable local laws and regulations, including data protection and marketing laws in the relevant jurisdiction.
5.Commission and Payment
Genie AI shall pay the Partner the Commission as set out in the Partner Agreement for each Successful Referral.
For the avoidance of doubt, a Referral qualifies as a Successful Referral only when all of the conditions set out in the definition of "Successful Referral" in Clause 3.1 have been satisfied, as confirmed by Genie AI's internal records.
Genie AI shall, within five (5) Business Days following the end of each calendar month, provide the Partner with a written report setting out the number of Successful Referrals recorded during that month.
The Partner shall submit a valid invoice for the Commission due within fourteen (14) days of receiving the monthly report. Genie AI shall pay each correctly submitted, undisputed invoice within thirty (30) days of receipt.
All Commission fees are stated exclusive of VAT. Where VAT is chargeable, the Partner shall add VAT to its invoice at the applicable rate, and Genie AI shall pay such VAT in addition to the Commission fee.
Where the Partner is located outside the United Kingdom, the Commission shall be paid in pounds sterling (GBP) unless otherwise agreed in writing in the Partner Agreement. Each party shall be responsible for its own tax obligations arising from payments under these Terms in its own jurisdiction.
Genie AI's determination of whether a Referral constitutes a Successful Referral shall be final, provided that such determination is made in good faith and in accordance with this Clause 5.
6.Partner Responsibilities
The Partner shall:
- submit Referrals using the unique referral links and promotional codes provided by Genie AI, or through such other process as Genie AI may designate from time to time (which may include an online portal, email, or referral form);
- not make any false, misleading, or unauthorised representations about Genie AI's products, services, pricing, or capabilities; and
- comply with all applicable laws and regulations in connection with its referral activities, including any applicable marketing and anti-spam legislation.
7.Genie AI Responsibilities
Genie AI shall:
- provide the Partner with unique referral links or codes to be used for submitting Referrals;
- process Referrals promptly and in good faith;
- maintain accurate records of Referrals received and their outcomes;
- provide the monthly reports described in Clause 5.3;
- pay Commission fees in accordance with Clause 5; and
- notify the Partner promptly if there is any material change to its referral process.
Genie AI retains sole discretion over whether to accept or pursue any Referral and over the terms on which it engages with any referred party. No Commission is payable unless and until a Successful Referral is confirmed in accordance with Clause 5.2.
8.Confidentiality and Data Protection
Each party shall keep confidential all Confidential Information received from the other party.
Each party shall:
- use the Confidential Information solely for the purposes of participating in the Programme; and
- not disclose the Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, officers, or professional advisers who need to know such information and who are bound by equivalent confidentiality obligations.
The obligations in this Clause 8 do not apply to information that:
- is or becomes publicly available through no fault of the receiving party;
- was lawfully in the receiving party's possession before disclosure; or
- is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice where legally permitted.
Each party shall process any personal data shared in connection with the Programme in compliance with Applicable Data Protection Law. Neither party shall transfer personal data received from the other party outside the United Kingdom without ensuring appropriate safeguards are in place as required by Applicable Data Protection Law.
The obligations under this Clause 8 shall survive termination of the Partner Agreement for a period of five (5) years.
9.Term and Termination
These Terms shall apply to the Partner from the Effective Date set out in the Partner Agreement and shall continue in force until the Partner Agreement is terminated in accordance with this Clause 9 or the terms of the Partner Agreement.
Either party may terminate the Partner Agreement at any time by giving at least thirty (30) days' prior written notice to the other party.
Either party may terminate the Partner Agreement with immediate effect by written notice if the other party:
- commits a material breach of these Terms or the Partner Agreement that is not capable of remedy;
- commits a material breach of these Terms or the Partner Agreement that is capable of remedy and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy; or
- enters into administration, liquidation, or any analogous insolvency process in any jurisdiction.
Upon termination of the Partner Agreement:
- the Partner shall cease making Referrals;
- any Referral submitted before the date of termination that becomes a Successful Referral within one (1) calendar month of its original submission date shall remain eligible for payment of the Commission, regardless of whether the Partner Agreement has terminated in the interim;
- Genie AI shall provide a final report under Clause 5.3 covering all outstanding Referrals within one (1) calendar month of termination; and
- each party shall return or destroy the other party's Confidential Information in accordance with Clause 8.
Termination of the Partner Agreement shall not affect any rights or obligations that have accrued before the date of termination. Clauses 5 (in respect of Commission already due), 8, 10, and 11 shall survive termination.
10.Liability
Nothing in these Terms excludes or limits either party's liability for:
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be excluded or limited by applicable law.
Subject to Clause 10.1, neither party shall be liable to the other for any indirect, consequential, or special loss or damage arising under or in connection with these Terms or the Partner Agreement.
Subject to Clause 10.1, Genie AI's total aggregate liability under or in connection with these Terms and the Partner Agreement shall not exceed the total Commission paid or payable under the Partner Agreement in the twelve (12) months preceding the event giving rise to the claim.
The Partner provides Referrals on an "as is" basis and does not warrant that any referred party will enter into an agreement with Genie AI.
11.Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Partner Agreement.
Where the Programme involves cross-border Referrals, the parties acknowledge that the laws of the jurisdiction in which a referred party is located may impose additional requirements. Each party shall be responsible for its own compliance with applicable local laws in the jurisdictions in which it operates.
12.General Provisions
These Terms, together with the Partner Agreement, constitute the entire agreement between the parties with respect to the Programme and supersede all prior negotiations, representations, and agreements relating thereto.
Any amendment to these Terms shall be made in accordance with Clause 1.4.
No waiver of any right under these Terms shall be effective unless in writing. A waiver of any right on one occasion shall not be a waiver of that right on any other occasion.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The Partner may not assign its rights or obligations under these Terms or the Partner Agreement without the prior written consent of Genie AI. Genie AI may assign its rights and obligations under these Terms without the Partner's consent, provided that the assignee is capable of performing Genie AI's obligations.
Nothing in these Terms shall create a partnership, joint venture, or employment relationship between the parties. Each party is an independent contractor.
A person who is not a party to the Partner Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms set out in these Terms.
All notices under these Terms shall be in writing and sent to the addresses set out in the Partner Agreement (or such other address as a party may notify in writing). Notices shall be deemed received: if delivered by hand, on delivery; if sent by pre-paid first class post, on the second Business Day after posting; if sent by email, on the next Business Day after sending.