Partner Programme Terms

Important

These Partner Programme Terms govern participation in the ProperLine partner programme.

By accepting these terms, requesting a referral code, using a referral code, accessing the partner portal, or participating in the programme, the partner agrees to be bound by these terms.

These terms should be reviewed periodically. The business may update them from time to time in accordance with the section titled Changes to the Programme and Terms.

1. Parties

These terms are between:

• ProperLine, referred to in these terms as the business; and
• the individual or entity accepted into the partner programme, referred to in these terms as the partner.

2. Purpose of the Programme

The partner programme allows approved partners to refer customers to the business in return for commission on qualifying customer payments, subject to these terms and the applicable commission rules.

The programme is non-exclusive. The business may appoint other partners, market directly, and sell directly to customers at any time.

3. Acceptance and Start Date

The agreement starts on the date the partner accepts these terms.

The business may issue a referral code, communicate with a prospective partner, or allow preliminary participation before acceptance. However, no referral, commission, or other payment entitlement arises unless and until the partner has accepted these terms.

The business may require acceptance through the partner portal, email confirmation, an onboarding form, or any other written or electronic method it reasonably chooses.

4. Partner Status

The partner acts as an independent contractor.

Nothing in these terms creates any employment, worker, agency, franchise, joint venture, or partnership relationship between the business and the partner.

The partner has no authority to bind the business, enter into contracts on the business's behalf, make commitments for the business, or represent itself as an employee, agent, or authorised representative of the business.

5. Approval and Access

Entry into the programme is subject to approval by the business.

The business may decline any application or refuse to activate any partner account at its discretion.

The business may issue a referral code, provide portal access, and assign commission settings before or after approval and before or after acceptance of these terms, in each case at its discretion. However, no entitlement to commission or other payment arises until these terms have been accepted.

The partner must keep account information, contact details, and payout details accurate and up to date.

6. Referral Codes and Attribution

Each partner may be assigned a unique referral code or other tracking method.

A referral will only be attributed to the partner where the business can reasonably verify that the customer signed up using the partner's referral code or was otherwise clearly linked to that partner by the business's records.

The business's records are the primary source for attribution, referral tracking, commission status, and payout status.

The business may reject, reassign, or refuse attribution where:

• the referral cannot be verified;
• more than one partner claims the same customer;
• the customer was already in contact with the business;
• the referral resulted from fraud, abuse, duplication, misleading promotion, internal testing, or a tracking error;
• the customer did not use the assigned referral code or tracking method; or
• the business reasonably believes the referral should not qualify under these terms.

Unless the business confirms otherwise in writing, a partner is not entitled to commission merely because it introduced, mentioned, or had previous contact with a customer.

7. Qualifying Product

Unless the business states otherwise in writing, commission under the programme only applies to the ProperLine virtual landline service that diverts calls to the customer's mobile and is designated by the business as commissionable.

Commission does not apply to:

• non-commissionable products or services;
• one-off fees;
• installation or setup charges unless expressly included by the business;
• add-ons, upsells, or other products not designated as commissionable; or
• any other revenue stream that the business has not expressly included.

If a referred customer later switches to a different product, commission on that customer ends unless the business expressly agrees otherwise in writing.

8. Commission Eligibility

Commission is only payable on qualifying referrals that meet all of the following conditions:

• the customer was validly attributed to the partner by the business;
• the customer made a successful payment for a qualifying product;
• the payment was actually received by the business;
• the payment was not refunded, reversed, charged back, or later found to be invalid;
• the partner account is active and eligible for payout at the relevant time; and
• neither the referral nor the payment is excluded under these terms.

Recurring commission applies only while the referred customer remains active and paying on the qualifying product.

If the customer cancels, stops paying, moves to a non-commissionable product, or otherwise ceases to be an active paying customer on the qualifying product, recurring commission ends.

If a customer cancels and later returns, the business may determine in its discretion whether that return is treated as a continuation, a new referral, or no commissionable event.

9. Commission Rate

The standard commission rate may be stated in the partner portal, onboarding materials, written communications, or a separate commission policy.

Unless the business confirms a different rate in writing, the standard partner commission rate is 25% of the commissionable customer amount.

The commission applies to the actual commissionable amount paid by the customer, not necessarily the list price or any price previously quoted.

All commission rates are inclusive of VAT, where applicable, unless the business expressly agrees otherwise in writing. A partner must not add VAT to the stated commission rates unless the business has expressly agreed in writing that VAT may be charged in addition.

10. Commission Calculation and Payouts

The business will calculate commission based on its records of successful qualifying customer payments.

Partner commissions are processed on the 1st of each month for eligible referred customer payments received during the previous calendar month.

A minimum payout threshold of GBP 30.00 applies unless the business states otherwise in writing.

If the partner's unpaid eligible commission balance is below the minimum payout threshold at the time of a payout run, no payout is made for that month and the balance rolls forward until the threshold is met.

The business may require valid bank details, tax information, identity information, and any other reasonably required payout information before making any payout.

The business may withhold, delay, offset, or refuse payout where it is investigating fraud, abuse, invalid referrals, chargebacks, breaches of these terms, missing partner information, sanctions issues, or other compliance concerns.

11. Adjustments, Reversals, and Clawbacks

The business may cancel, void, reverse, adjust, or claw back commission where:

• a customer payment is refunded, reversed, charged back, or not ultimately received;
• a referral is found to be duplicate, invalid, self-referred, fraudulent, misleading, or non-genuine;
• commission was paid in error;
• attribution was incorrect; or
• the partner has breached these terms.

The business may apply any such amount as a deduction from future commission or require repayment within a reasonable period.

12. Partner Responsibilities

The partner must:

• act honestly, lawfully, and in good faith;
• only promote the business in a way that is accurate and not misleading;
• comply with all applicable laws, regulations, codes, and guidance;
• ensure any statements made about the business, its services, pricing, or features are accurate and current;
• avoid any conduct that could harm the business's reputation, goodwill, or legal position; and
• provide any information reasonably requested by the business to administer the programme.

The partner must not:

• make false, misleading, or unapproved claims;
• present itself as the business or as acting on the business's behalf;
• bid on the business's brand terms in paid advertising without written permission;
• use spam, unsolicited communications, deceptive tactics, or unlawful marketing practices;
• refer itself or create referrals designed to generate artificial commission;
• use another person's identity or data without proper authority; or
• do anything else the business reasonably considers abusive, deceptive, unfair, or harmful to the programme.

13. Brand and Intellectual Property

The partner may only use the business's name, logos, trade marks, marketing materials, or other brand assets with the business's prior written approval or as expressly made available for programme use.

Any permission to use brand assets is limited, non-exclusive, revocable, and may be withdrawn at any time.

All intellectual property rights in the business's brand, materials, systems, website, portal, and services remain the property of the business or its licensors.

14. Data Protection and Privacy

Each party is responsible for complying with applicable data protection and privacy laws, including UK data protection law, in relation to any personal data it processes.

If the partner provides personal data or lead information to the business, the partner must ensure it has a lawful basis to do so and has provided any required privacy information and notices.

The partner must not provide personal data to the business in a way that breaches applicable law.

The business may process partner and referral data for administering the programme, operating the partner portal, preventing fraud, calculating commission, making payouts, and complying with legal obligations.

15. Taxes, VAT, and Self-Billing

The partner is solely responsible for its own taxes, VAT, National Insurance, accounting, reporting, and regulatory obligations arising from participation in the programme.

If the partner is VAT-registered, the partner must provide accurate VAT information to the business.

If the business operates a self-billing process for commission payments, the partner agrees that the business may issue self-billed documents for commission payable under the programme, and the partner must promptly notify the business of any change in its VAT status or registration details.

16. Inactivity

The business may end the partner's participation in the programme if, during the previous 12 months, the partner has not:

• logged in to the partner portal; or
• referred a new customer.

The business may also suspend portal access, mark the account inactive, or request reconfirmation of details before continuing participation.

17. Suspension and Termination

The business may suspend or terminate the partner's participation in the programme immediately, with or without notice, if:

• the partner breaches these terms;
• the business reasonably suspects fraud, abuse, misleading promotion, or self-referral;
• the partner damages or risks damaging the business's reputation;
• the partner provides false or incomplete information;
• the partner becomes insolvent or subject to any similar financial distress event; or
• the business decides to close, pause, or change the programme.

The partner may stop participating in the programme at any time by written notice to the business.

18. Effect of Termination

On termination or suspension:

• the partner must stop presenting itself as a ProperLine partner;
• the business may disable referral codes, portal access, and programme benefits;
• no new referrals submitted after termination will qualify for commission; and
• future recurring commission may stop from the termination date.

Unless the business decides otherwise in writing, commission is only payable on amounts that:

• were validly earned before termination;
• remain unpaid at the time of termination;
• are not subject to withholding, investigation, offset, or clawback; and
• satisfy all payout conditions.

If the unpaid eligible balance is below the minimum payout threshold at termination, the business may choose whether to pay that balance or carry out no further payout.

19. No Guarantee

The business does not guarantee any minimum number of referrals, any level of customer conversion, any minimum level of commission, continued availability of the programme, or uninterrupted access to the partner portal.

20. Changes to the Programme and Terms

The business may update, replace, suspend, or withdraw any part of the partner programme at any time, including:

• commission rates;
• qualifying products;
• payout thresholds;
• referral rules;
• attribution rules;
• portal features; and
• these terms.

Any update may be communicated through the partner portal, by email, or by any other reasonable method.

Where the business considers it appropriate, continued participation in the programme after the effective date of an update will constitute acceptance of the updated terms. The business may also require express re-acceptance before continued participation.

21. Limitation of Liability

Nothing in these terms limits or excludes liability that cannot lawfully be limited or excluded.

Subject to that, the business will not be liable for any indirect, incidental, special, or consequential loss, or for any loss of profit, revenue, goodwill, opportunity, or anticipated savings arising out of or in connection with the programme.

The business's total liability arising out of or in connection with the programme will not exceed the total commission paid or payable to the partner in the 12 months immediately preceding the event giving rise to the claim.

22. General

If any provision of these terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

Any delay or failure by the business to exercise a right under these terms is not a waiver of that right.

The partner may not assign or transfer its rights or obligations under these terms without the business's prior written consent.

The business may assign or transfer its rights and obligations under these terms as part of a business reorganisation, sale, or transfer.

23. Governing Law

These terms and any dispute or claim arising out of or in connection with them are governed by the law of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, unless the business chooses to bring proceedings in another court of competent jurisdiction.

24. Related Documents

The business may publish related programme documents, including payout policies, portal rules, onboarding instructions, and brand guidance.

Where a related document applies to the programme, it forms part of the overall programme rules to the extent stated by the business.