Referrer Terms and Conditions of Use

These Terms and Conditions of Use (the "Terms") govern access to and use of UR Refer (the "Platform"), owned and operated by Universal Reach Limited, a company incorporated and registered in Malta under company registration number C80611, with registered office at 119, Maple Court, Balluta Mansions, Sliema, SLM 1376, Malta (the "Platform Operator", "we", "us", or "our").

The Platform is intended exclusively for business and professional use. By creating an account, purchasing a subscription, clicking or ticking a box confirming acceptance, or otherwise using the Platform, you confirm that you have read, understood, and agree to be legally bound by these Terms. If you register on behalf of a legal entity, you represent and warrant that you have authority to bind that entity.

1. Business Use and Eligibility

1. The Platform is intended exclusively for persons and entities acting for purposes relating to their trade, business, profession, or commercial activities and is not intended for consumer use.
2. You represent that all registration information supplied is accurate, current, and complete.
3. If you register on behalf of a legal entity, you represent that you have authority to bind that entity.
4. You are responsible for maintaining account security and shall promptly notify the Platform Operator of suspected unauthorised access.

2. Platform Role

1. The Platform provides a technology-based B2B introduction and referral marketplace through which independent Referrers may identify opportunities published by companies ("Companies") and propose potential business introductions.
2. The Platform may facilitate profiles, opportunity discovery, lead qualification, communications, timestamps, administrative records, and selection or recording of referral agreements.
3. The Platform Operator is not a party to any referral agreement; is not your employer, agent, commercial agent, broker, partner, or joint venturer; does not guarantee leads, introductions, commissions, revenue, or commercial outcomes; and is not responsible for Company products, services, or fulfilment.
4. You act independently and on your own behalf in dealings with Companies and prospective clients.

3. Subscription, Billing and Renewal

1. Access is provided through a paid monthly or annual subscription at the price displayed before purchase.
2. Subscription fees are payable solely for access to and use of the Platform and are entirely independent of any introduction or commercial arrangement between you and a Company.
3. The Platform Operator does not receive referral commissions, success fees, transaction fees based on successful introductions, percentages of referral payments, or revenue shares relating to introduced clients.
4. Unless expressly stated otherwise before purchase, subscriptions automatically renew for successive periods equivalent to the selected subscription period until cancelled.
5. You authorise the Platform Operator and its appointed payment service provider to process applicable subscription charges.
6. Cancellation normally takes effect at the end of the current paid subscription period. Unless required by law or expressly agreed otherwise, fees already paid are non-refundable.
7. Prices may be exclusive of VAT or other applicable taxes unless stated otherwise. VAT shall be applied in accordance with applicable Maltese and EU rules. You are responsible for accurate billing, tax, and VAT information.
8. The Platform Operator may change subscription prices upon reasonable prior notice, normally effective from the next renewal date.

4. Referral Opportunities

1. Companies may publish opportunities describing products or services, ideal customer profiles, target industries, geographic markets, qualification criteria, excluded or existing clients, indicative referral terms, and other relevant commercial information.
2. You independently decide whether to pursue an opportunity.
3. The Platform Operator does not guarantee the accuracy or continued availability of an opportunity, acceptance or qualification of a lead, conversion into business, payment of commission, or any level of income or commercial success.

5. Lead Qualification and Prohibited Contact Data

1. You may submit a potential lead to a Company for qualification before making an introduction.
2. You may submit the prospective client organisation name, relevant business division or department, professional role or job function of the intended contact, industry, geography, general business information, a non-personal description of the opportunity, and other non-personal information permitted by the Platform.
3. You shall not upload or submit through the Platform the intended contact's name, direct or personal email address, telephone or mobile number, residential address, social media profile or profile URL, identification documents or numbers, or other direct personal contact identifiers.
4. The Platform is not intended to operate as a database, marketplace, or resale service for individual contact information.
5. The Platform Operator may remove information submitted in violation of this clause.

6. Company Qualification

1. The relevant Company may qualify or approve a lead, reject it, identify the organisation as an existing client or active prospect, identify an existing prior introduction, or request permitted clarification.
2. Qualification does not guarantee that an introduction will occur, the prospective client will respond, business will be concluded, commission will become payable, or revenue will result.

7. Referral Agreements

1. You and the relevant Company are solely responsible for establishing the contractual terms governing your referral relationship.
2. You may use the Platform's optional Standard Referral Agreement, a mutually agreed modified version where available, or your own agreement.
3. The Platform Operator is not a party to any referral agreement, even if selected, generated, acknowledged, stored, or electronically accepted through the Platform.
4. Providing a template does not constitute legal, regulatory, financial, tax, or professional advice. You are responsible for determining whether an agreement is appropriate for your circumstances and jurisdiction.

8. Making the Introduction

1. Once a lead has been qualified and any required referral agreement has been established, you may independently initiate the introduction.
2. The introduction shall normally take place outside the Platform, including by email, telephone, meeting, messaging service, or another appropriate method.
3. You are not required to upload the prospective client's name, email address, telephone number, or other direct contact details to the Platform.
4. The Platform Operator is not responsible for initiating or completing the introduction.
5. You may confirm through the Platform that an introduction has been made, and the Company may confirm receipt. Such confirmations are administrative records only.

9. Commissions

1. All commission arrangements exist exclusively between you and the relevant Company.
2. You and the Company are responsible for agreeing commission rates or fixed fees, revenue shares, calculation methodology, qualifying events, attribution, protection periods, commission duration, payment schedules, invoicing, currencies, taxes, and dispute procedures.
3. The Platform Operator does not determine mandatory commission rates, calculate, invoice, collect, hold, process, guarantee, recover, or enforce commission.
4. The Platform Operator is not liable for unpaid, late, incorrectly calculated, or disputed commission.

10. Responsibility for Introductions

1. You are independently responsible for determining whether it is appropriate and lawful to make an introduction.
2. Where personal data is exchanged when you make an introduction outside the Platform, you are responsible for ensuring the relevant processing and disclosure complies with applicable privacy and data protection law.
3. Where GDPR applies, you shall have an appropriate lawful basis for processing personal data. The Platform Operator does not determine that basis for you.
4. You shall not make fraudulent, misleading, unauthorised, or unlawful introductions.

11. Data Protection and Privacy

1. The Platform Operator is established in Malta and processes personal data for which it is responsible in accordance with applicable data protection law, including Regulation (EU) 2016/679 ("GDPR") and the Malta Data Protection Act (Chapter 586), where applicable.
2. The Platform Operator generally acts as an independent controller for personal data processed for account registration, subscriptions, billing, authentication, security, fraud prevention, Platform administration, customer support, legal compliance, and purposes described in the Platform Privacy Policy.
3. You remain independently responsible for personal data you process outside the Platform in connection with your business activities and introductions.
4. Where the Platform Operator transfers personal data protected by GDPR outside the EEA, it shall implement an appropriate lawful transfer mechanism where required.
5. You shall maintain appropriate security over your account and promptly notify the Platform Operator of suspected security incidents affecting Platform data.

12. Platform Records

1. The Platform may maintain records of lead submission timestamps, prospective organisation names, target job roles, qualification decisions, rejection reasons, agreement selections, introduction confirmation dates, Company confirmation of receipt, and relevant Platform communications.
2. These records are maintained for administrative purposes and do not guarantee that an introduction legally occurred, was effective, gives rise to commission, establishes lead ownership, or proves compliance with a referral agreement.
3. The Platform Operator has no obligation to adjudicate disputes regarding attribution, commission, payment, or performance.

13. Acceptable Use

You shall not submit fraudulent or fabricated leads; knowingly submit false or misleading information; upload prohibited prospect contact information; make unauthorised representations on behalf of Companies; engage in unlawful marketing or spam; impersonate another person or entity; scrape Platform data without authorisation; circumvent security; introduce malicious software; misuse confidential information; infringe third-party rights; violate applicable sanctions; or use the Platform for unlawful purposes.

14. Confidentiality

You shall not disclose or misuse confidential and commercially sensitive information obtained through the Platform except where authorised or legally required.

15. Compliance

1. You shall comply with applicable anti-bribery, anti-corruption, sanctions, anti-money laundering, and trade-control laws relevant to your activities.
2. The Platform Operator may suspend access where reasonably necessary to investigate suspected fraud, unlawful conduct, sanctions violations, security threats, or material regulatory risk.

16. Intellectual Property

1. All intellectual property rights in the Platform remain owned by or licensed to the Platform Operator.
2. You receive a limited, non-exclusive, non-transferable, revocable right to use the Platform during an active subscription.
3. No ownership rights in the Platform are transferred to you.

17. Platform Availability and Disclaimer

1. The Platform Operator shall use reasonable efforts to maintain availability but does not guarantee uninterrupted or error-free service.
2. Features may be modified, added, suspended, or discontinued where reasonably necessary.
3. The Platform Operator does not warrant that every user is genuine, solvent, licensed, or suitable; every opportunity is accurate; every lead will be accepted; any introduction will generate business; commission will be paid; or any particular commercial outcome will occur.
4. You are responsible for conducting your own assessment before entering into commercial arrangements with Companies.

18. Limitation of Liability

1. To the maximum extent permitted by applicable Maltese law, the Platform Operator shall not be liable for unsuccessful introductions, rejected leads, inaccurate user information, unpaid commission, disputes between Companies and Referrers, Company products or services, fulfilment or non-fulfilment of third-party contracts, loss of anticipated business or commission, Company insolvency, conduct of prospective clients, or independent agreements between users.
2. The Platform Operator shall not be liable for indirect, incidental, special, or consequential losses to the extent permitted by law.
3. Subject to liability that cannot lawfully be limited, the Platform Operator's aggregate liability arising from these Terms shall not exceed subscription fees actually paid by you during the twelve months immediately preceding the event giving rise to the claim.

19. Indemnity

You shall indemnify the Platform Operator against third-party claims, losses, and reasonable costs arising directly from fraudulent or unlawful referral activities, material breach of these Terms, unlawful disclosure of personal data by you, unauthorised representations, infringement of third-party rights, or unlawful conduct, to the extent caused by your acts or omissions.

20. Suspension and Termination

1. The Platform Operator may suspend or terminate your account for non-payment, material breach, fraud, unlawful activity, security threats, sanctions concerns, material regulatory risk, or Platform abuse.
2. In addition, the Platform Operator reserves the right, in its sole discretion, to suspend, restrict, downgrade, or terminate any account or subscription (including any free plan) at any time, for any reason or no reason, with or without notice, and without liability. This right applies equally to paid and free tiers.
3. Where you have paid for a subscription in advance, any pro-rated refund following termination without cause will be handled in accordance with the Platform Operator's then-current refund practices; free-plan access confers no refund or continuity rights.
4. Termination of Platform access does not terminate independent agreements between you and Companies.
5. Continuing commission rights following termination are determined exclusively by the applicable referral agreement.

21. Electronic Acceptance and Records

1. These Terms may be accepted electronically.
2. By ticking or clicking the applicable acceptance box or button during registration or subscription, you provide affirmative acceptance of these Terms.
3. The Platform Operator may retain records evidencing acceptance, including account identity, date and time, version of the Terms accepted, and other appropriate technical records.
4. If you act for a legal entity, you are responsible for ensuring you have authority to bind it.

22. Privacy Policy and Marketing

1. The Platform Privacy Policy explains how the Platform Operator processes personal data and is incorporated by reference where applicable.
2. Acknowledgement of the Privacy Policy does not constitute consent for processing where another lawful basis applies.
3. Where the Platform Operator relies on consent for optional marketing or other processing, such consent may be requested separately and may be withdrawn in accordance with applicable law.

23. Changes to These Terms

1. The Platform Operator may update these Terms from time to time.
2. Material changes shall be communicated by email, through the Platform, or another reasonable electronic method.
3. Where required by applicable law or where changes materially alter the contractual relationship, the Platform Operator may require renewed affirmative acceptance.

24. Governing Law and Jurisdiction

1. These Terms and your relationship with the Platform Operator are governed by the laws of Malta.
2. Subject to mandatory law to the contrary, the courts of Malta shall have exclusive jurisdiction over disputes between you and the Platform Operator.
3. This clause does not determine the governing law applicable to an independent referral agreement between you and a Company.

25. General

1. If any provision is invalid or unenforceable, the remaining provisions remain effective.
2. Failure to enforce a provision does not constitute waiver.
3. You may not assign these Terms without prior written consent. The Platform Operator may assign them in connection with a merger, acquisition, restructuring, financing, or sale of its business.
4. These Terms, together with the Privacy Policy and policies expressly incorporated by reference, constitute the entire agreement between you and the Platform Operator concerning your subscription and use of the Platform.