Terms & Conditions

2.1 WSL appoints the Referral Partner, on a non-exclusive basis, to identify and refer to WSL persons that the Referral Partner reasonably believes may wish to engage WSL for the Services, and the Referral Partner accepts that appointment, in each case on the terms of this Agreement.

2.2 Nothing in this Agreement restricts WSL from: (a) marketing or supplying the Services to any person, whether directly or through any other channel; (b) appointing any other referral partner, agent or intermediary on any terms; or (c) declining, for any reason or no reason, to deal with any Prospect.

2.3 The Referral Partner’s role is limited to making introductions. The Referral Partner shall not, and shall have no authority to: (a) negotiate, conclude or purport to conclude any contract on behalf of WSL; (b) make any representation, warranty or commitment on behalf of WSL, or describe the Services other than by reference to materials approved in writing by WSL; (c) collect or handle any money for or on behalf of WSL; (d) hold itself out as an agent, employee or partner of WSL; or (e) provide any advice of a legal, tax, financial, investment or regulated nature to any Prospect in connection with the Services.

2.4 The Referral Partner is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary or employment relationship between the parties.

2.5 The Referral Partner may also introduce to WSL persons who may themselves wish to refer clients to WSL. Any such person who enters into its own referral agreement with WSL is a Network Partner of the Referral Partner, and Clause 6 (Network Commission) applies. All Referral Partners, including Network Partners, contract with WSL on identical terms.

2.6 The Referral Partner shall not delegate or subcontract any of its functions under this Agreement, and shall not pay or offer any part of any commission to any third party in connection with a referral, in each case without WSL’s prior written consent. The Referral Partner remains fully responsible for the acts and omissions of any person to whom WSL consents under this Clause 2.6.

3.1 A referral is made by the Referral Partner introducing a Prospect to WSL by email sent to each of the referral contact addresses listed in Part B of Schedule 2, copying the Prospect, and identifying the Prospect and (where practicable) the nature of the opportunity. No prior approval by WSL is required before making an introduction.

3.2 If the Prospect is a person falling within Clause 4.3, WSL shall notify the Referral Partner in writing within ten (10) Business Days after the introduction. If WSL does not give notice within that period, the introduction is treated as accepted for the purposes of Clause 4.1.

3.3 Following an introduction, all negotiations, scoping, pricing, contracting and delivery shall be conducted solely between WSL and the Prospect. The decision whether to enter into any Client Engagement with any Prospect, and its terms, are in WSL’s sole and absolute discretion, and WSL shall have no liability to the Referral Partner for declining, failing to pursue, or ceasing to pursue any Prospect or opportunity.

4.1 A Prospect introduced by a Referral Partner under Clause 3, and not excluded under Clause 4.3, becomes a Direct Client of that Referral Partner when it enters into a Client Engagement.

4.2 A client is a Network Client of a Referral Partner if it is a Direct Client of one of that Referral Partner’s Network Partners (determined under Clause 6).

4.3 A Prospect does not become a Direct Client, and no Direct Commission or Network Commission is payable in respect of it, if at the date of the introduction under Clause 3.1 the Prospect (including any Affiliate of the Prospect):

• (a) is already a client of WSL or any of its Affiliates; or
• (b) was, in the twelve (12) months before that date, already known to WSL as a prospective client, whether through WSL’s own marketing, a pre-existing relationship, or an earlier introduction by another Referral Partner (in which case the earlier introduction prevails).

4.4 WSL’s books and records are, absent manifest error, conclusive as to whether Clause 4.3 applies. WSL shall act in good faith in making any such determination and shall, on request, give the Referral Partner brief written reasons.

4.5 No Direct Commission or Network Commission accrues in respect of a client unless and until that client becomes a Paying Client. If a client never becomes a Paying Client, no commission is payable in respect of it.

5.1 WSL shall pay the Referral Partner Direct Commission on each of its Direct Clients that becomes a Paying Client, calculated as the applicable percentage under Clause 5.2 of that Direct Client’s Year 1 Revenue.

5.2 The applicable percentage is:

• (a) ten per cent (10%) for each of the first three (3) Direct Clients of the Referral Partner to become Paying Clients; and
• (b) fifteen per cent (15%) for the fourth (4th) and each subsequent Direct Client of the Referral Partner to become a Paying Client,

Direct Clients being ranked in the order in which they become Paying Clients.

5.3 The percentage fixed for a Direct Client under Clause 5.2 applies to the whole of that Direct Client’s Year 1 Revenue and does not change. The increase to fifteen per cent (15%) is not retrospective: the first three Direct Clients remain at ten per cent (10%) for their full Year 1 Revenue.

5.4 Only Direct Clients count towards the three-client threshold in Clause 5.2. Network Clients are expressly excluded from the count and never affect the Direct Commission percentage.

6.1 A person is a Network Partner of the Referral Partner only where WSL’s records — including the particulars given in Schedule 1 of that person’s own referral agreement — identify the Referral Partner as the person who introduced it to WSL. WSL’s records are conclusive absent manifest error; where more than one person claims to have introduced the same Network Partner, the earlier introduction prevails.

6.2 WSL shall pay the Referral Partner Network Commission of five per cent (5%) of the Year 1 Revenue of each Network Client of the Referral Partner that becomes a Paying Client, provided that the Network Client signed its Client Engagement within the Network Window of the relevant Network Partner.

6.3 Once Network Commission is earned in respect of a Network Client (that is, the Network Client signed its Client Engagement within the applicable Network Window), it is payable across the whole of that Network Client’s Year 1 Revenue, even where that Year 1 extends beyond the end of the Network Window.

6.4 Network Commission is a flat five per cent (5%). Clause 5.2 shall not apply to Network Commission.

6.5 Network Commission is payable to a Referral Partner only in respect of Network Clients of its own direct Network Partners. For the avoidance of doubt, and notwithstanding anything else in this Agreement:

• (a) where a Network Partner of the Referral Partner itself introduces a further person who becomes a Referral Partner (a “second-level partner”), the Referral Partner earns no commission of any kind on the clients of that second-level partner or of any more remote partner;
• (b) no commission cascades, compounds or passes up more than one level; and
• (c) WSL shall pay, in respect of any given client, at most one tranche of Network Commission (five per cent (5%)), namely to the Referral Partner (if any) who introduced that client’s introducing Network Partner.

6.6 Direct Commission and Network Commission are payable only on actual Year 1 Revenue received from clients for the Services. No payment of any kind is due to a Referral Partner for introducing, recruiting or signing up a Network Partner as such, for the entry by any person into a referral agreement, or by reference to the number of Network Partners in any network.

7.1 WSL shall pay each amount of Direct Commission and Network Commission within thirty (30) days after WSL receives the payment from the relevant client on which that commission is calculated. Each payment of commission shall be accompanied by a statement identifying the client, the client payment received, the period to which it relates, and the commission rate applied.

7.2 All commission shall be calculated and paid in United States dollars or USDC by electronic transfer to the account notified in Schedule 1 (or such other account as the Referral Partner notifies in writing at least ten (10) Business Days before a payment date). WSL is not responsible for any delay or misdirection resulting from inaccurate account details provided by the Referral Partner.

7.3 If, after WSL has received a payment from a client, WSL refunds, credits or writes off any amount, or suffers any bad debt or non-payment, that loss is borne by WSL; no commission already paid is repayable, and no set-off or adjustment is made against commission otherwise payable, in respect of it.

7.4 All amounts payable under this Agreement are inclusive of any applicable taxes, duties or levies. The Referral Partner is solely responsible for all taxes on its own income arising from this Agreement, and for its own regulatory, filing and social contribution obligations. If WSL is required by Applicable Law to deduct or withhold any amount from a payment, it may do so and shall not be required to gross up the payment.

7.5 Any dispute regarding a statement or payment must be notified to WSL in writing within six (6) months after the date of the relevant statement, failing which the statement is final and binding absent fraud or manifest error.

8.1 The Referral Partner shall:

• (a) perform its activities under this Agreement honestly, professionally and in compliance with Applicable Law;
• (b) use only marketing and descriptive materials relating to WSL or the Services that WSL has provided or approved in writing, and make no representation about WSL, the Services, pricing or outcomes beyond those materials;
• (c) promptly notify WSL of any complaint, dispute or negative statement concerning WSL of which it becomes aware, and of any actual or suspected conflict of interest affecting a referral (including any interest the Referral Partner holds in, or fee arrangement it has with, a Prospect);
• (d) not make any referral of a person that the Referral Partner knows or suspects to be engaged in unlawful activity, and provide such reasonable cooperation as WSL requests in connection with WSL’s client due diligence and onboarding checks;
• (e) make any disclosure required by Applicable Law to a Prospect and or relevant party; and
• (f) not register any trade mark, domain name or social media identity containing WSL’s name or branding, and not use WSL’s name, logo or branding except as expressly approved by WSL in writing.

8.2 The Referral Partner represents and warrants, on the date of this Agreement and on each date on which it makes a referral under Clause 3.1, that: (a) it has full power and authority to enter into and perform this Agreement; (b) its performance of this Agreement does not breach any obligation it owes to any third party (including any employer, client or regulator); (c) it is not required to hold any licence, registration or authorisation under Applicable Law in order to perform this Agreement or, where it is, it holds the same; and (d) all information provided by it to WSL is accurate and not misleading.

9.1 Each party shall comply with all Applicable Law relating to anti-bribery, anti-corruption, anti-money laundering, counter-terrorist financing and economic or trade sanctions. The Referral Partner shall not offer, give, solicit or accept any bribe, kickback, facilitation payment or other improper advantage in connection with this Agreement, and shall not share any part of a commission with any officer, employee or decision-maker of a Prospect or client.

9.2 The Referral Partner represents and warrants that neither it, nor (where the Referral Partner is an entity) any of its directors, officers or beneficial owners, is a person that is designated under, or otherwise the target of, any applicable sanctions regime, and shall notify WSL immediately if that ceases to be true.

9.3 In respect of any personal data disclosed to WSL in connection with a referral, the Referral Partner warrants that it has a lawful basis (including any necessary consent) for the disclosure and shall comply with the Data Protection Act, 2021 (as revised) of the British Virgin Islands and any other applicable data protection law. Each party shall handle personal data received under this Agreement only for the purposes of this Agreement.

9.4 Breach of this Clause 9 is a material breach incapable of remedy for the purposes of Clause 12.3(a).

10.1 “Confidential Information” means all non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement, whether before or after its date and in whatever form, including the terms of this Agreement, WSL’s pricing, methodologies, tooling, client and prospect lists, the identity of and terms with any Network Partner, and the existence and terms of any Client Engagement, but excluding information that: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known to the Receiving Party free of confidentiality obligations before disclosure; (c) is lawfully received from a third party free of confidentiality obligations; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

10.2 The Receiving Party shall: (a) use Confidential Information solely to perform this Agreement; (b) not disclose it to any person except to its officers, employees and professional advisers who need to know it for that purpose and are bound by obligations of confidence no less protective than this Clause 10; and (c) protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care.

10.3 The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, a court or a regulator, provided that (to the extent lawful) it gives the Disclosing Party prompt written notice and reasonable assistance to contest or limit the disclosure.

10.4 On termination of this Agreement, or on the Disclosing Party’s written request, the Receiving Party shall return or destroy all Confidential Information in its possession, save for copies required to be retained by Applicable Law or bona fide internal record-keeping policies, which remain subject to this Clause 10. This Clause 10 survives termination for five (5) years.

10.5 Neither party shall make any public announcement concerning this Agreement or its terms without the other party’s prior written consent, except as required by Applicable Law.

11.1 The Referral Partner shall indemnify and hold harmless WSL, its Affiliates and their respective directors, officers and employees from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) suffered or incurred by any of them arising out of or in connection with: (a) any breach of this Agreement by the Referral Partner; (b) any representation, warranty or commitment made by the Referral Partner to any person in breach of Clause 2.3; (c) any claim by a third party that a referral, or the disclosure of that third party’s information to WSL, breached any obligation owed to it by the Referral Partner; or (d) any fraud, negligence or wilful misconduct of the Referral Partner.

11.2 Nothing in this Agreement limits or excludes liability for fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded under Applicable Law.

11.3 Subject to Clause 11.2 –

• (a) neither party is liable to the other for any loss of profit, loss of revenue, loss of business or anticipated savings, loss of goodwill, or any indirect or consequential loss, arising under or in connection with this Agreement (provided that commission properly accrued and payable under this Agreement shall not be excluded by this Clause 11.3(a)); and
• (b) WSL’s total aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total commission paid and payable by WSL under this Agreement in the twelve (12) months preceding the event giving rise to the liability.

11.4 For the avoidance of doubt, WSL has no liability to the Referral Partner in respect of the performance or non-performance of any Client Engagement, any dispute between WSL and a client, or any decision by WSL to amend, suspend, discount or terminate any Client Engagement (each of which WSL may do in its absolute discretion), save that WSL shall not artificially structure, discount or route revenue for the predominant purpose of avoiding a commission otherwise payable.

12.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with this Clause 12 (the “Term”).

12.2 Either party may terminate this Agreement for convenience at any time on not less than thirty (30) days’ written notice to the other.

12.3 WSL may terminate this Agreement immediately by written notice if:

• (a) the Referral Partner commits a material breach of this Agreement which is irremediable or, if remediable, is not remedied within fourteen (14) days after written notice requiring remedy;
• (b) the Referral Partner becomes insolvent, bankrupt, subject to any arrangement with creditors, liquidation, receivership or any analogous event in any jurisdiction, or ceases or threatens to cease to carry on business;
• (c) the Referral Partner (or, where the Referral Partner is an entity, any of its directors, officers or beneficial owners) is charged with or convicted of any offence involving fraud or dishonesty, or becomes subject to any sanctions designation or regulatory action; or
• (d) in WSL’s reasonable opinion, the Referral Partner’s conduct is, or is likely to be, materially damaging to WSL’s reputation.

12.4 On termination of this Agreement, howsoever arising:

• (a) the Referral Partner shall immediately cease all referral activity and all use of WSL’s name, branding and materials;
• (b) subject to Clause 12.5, WSL shall continue to pay Direct Commission and Network Commission, in accordance with Clauses 5, 6 and 7, in respect of each client that, at the date of termination, is already a Direct Client or Network Client of the Referral Partner, across the remainder of that client’s Year 1 Revenue as and when WSL receives the relevant client payments;
• (c) in respect of any Prospect introduced under Clause 3.1 before termination that has not yet entered into a Client Engagement, the Prospect shall be capable of becoming a Direct Client under Clause 4.1 if it enters into a Client Engagement within ninety (90) days after termination (and Clause 12.4(b) then applies); and
• (d) all other rights of the Referral Partner to any payment cease.

12.5 If this Agreement is terminated by WSL under Clause 12.3(a), (c) or (d) (or the circumstances in those clauses existed at termination), no further commission shall accrue or be payable from the date of termination, without prejudice to any other right or remedy of WSL.

12.6 Termination does not affect accrued rights and obligations as at termination. Clauses 1, 2.4, 5.3, 6, 7.3, 7.4, 7.5, 9, 10, 11, 12.4–12.6, 13 and 14–16 survive termination.

13.1 Any notice under this Agreement (other than an introduction under Clause 3.1, which is made as provided there) must be in writing in English and delivered by hand, by courier or by email: (a) to WSL, at its registered office, marked for the attention of the directors, or by email to the address stated for WSL in Part B of Schedule 2; and (b) to the Referral Partner, at the address or email address stated in Schedule 1, or in each case such other address as a party notifies in accordance with this Clause.

13.2 A notice is deemed received: if delivered by hand or courier, on delivery; and if sent by email, at the time of transmission, provided no delivery failure notification is received, except that a notice received (or deemed received) outside 9.00 a.m. to 5.00 p.m. on a Business Day is deemed received at 9.00 a.m. on the next Business Day.

14.1 Entire agreement. This Agreement (including the Schedules) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, arrangements and understandings relating to it. Each party acknowledges that it has not relied on any statement or representation not set out in this Agreement, provided that nothing in this Clause limits liability for fraud.

14.2 Variation and waiver. No variation of this Agreement is effective unless in writing and signed by both parties (which, for standard engagements, shall be recorded in Part D of Schedule 2). No failure or delay in exercising a right is a waiver of it, and no single or partial exercise precludes any further exercise.

14.3 Assignment. The Referral Partner may not assign, transfer, charge or deal in any of its rights or obligations under this Agreement without WSL’s prior written consent. WSL may assign or novate this Agreement to an Affiliate or to a purchaser of all or substantially all of its business on written notice to the Referral Partner.

14.4 Severance. If any provision of this Agreement is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable and, if that is not possible, deemed deleted, and the remainder of this Agreement is unaffected.

14.5 Third party rights. Save as expressly provided in Clause 11.1, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, 2021 (as revised) of the British Virgin Islands or otherwise to enforce any term of this Agreement. The parties may vary or rescind this Agreement without the consent of any third party.

14.6 Counterparts. This Agreement may be executed in any number of counterparts (including by exchange of signed PDF or electronic-signature copies), each of which constitutes an original and all of which together constitute one agreement.

14.7 Further assurance. Each party shall, at the other’s reasonable request and cost, do all things reasonably necessary to give full effect to this Agreement.

15.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by, and shall be construed in accordance with, the laws of the British Virgin Islands.

16.1 The parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by negotiation between senior representatives within twenty (20) Business Days of written notice of the dispute.

16.2 Any dispute not so resolved, including any question regarding the existence, validity, interpretation, breach or termination of this Agreement, shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVI IAC”) in accordance with the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted, which rules are deemed incorporated by reference into this Clause. The tribunal shall consist of one (1) arbitrator appointed in accordance with those rules. The seat of arbitration shall be Road Town, Tortola, British Virgin Islands, the language of the arbitration shall be English, and the award shall be final and binding on the parties.

16.3 Nothing in this Clause 16 prevents either party from applying to any court of competent jurisdiction for urgent interim or conservatory relief (including injunctive relief in respect of Clauses 9 or 10).