Referral programme terms.

These terms govern the out sauce referral programme. They are referenced by clause 11.7 of our Master Services Agreement (the "MSA"). Capitalised terms not defined here have the meanings given in the MSA. We may update or withdraw the programme at any time on reasonable notice; rewards already earned are not affected.

1. Who can take part

Existing clients of out sauce in good standing (with no overdue invoices) may take part as referrers.

2. What counts as a successful referral

A referral is successful, and a reward is earned, only when all of the following are met:

1. you introduce a prospective client who is genuinely new to out sauce, and who is not already known to us, in our pipeline, or under an active proposal or non-disclosure agreement with us;
2. that prospective client signs an MSA with out sauce; and
3. that client reaches a minimum spend of £5,000 in paid fees (excluding VAT) with out sauce.

The reward is earned on the date condition (c) is met.

3. The reward

For each successful referral, out sauce will grant you a one-off reward of two (2) Credits (two consulting days) to your account. Reward Credits follow our standard credit terms: they expire twelve (12) months after grant, are non-refundable, cannot be exchanged for cash, and are drawn down like any other Credits.

4. Fair use

We do not cap genuine referrals. If you refer several clients who convert and meet the minimum spend, you earn the reward for each one. Referrals must, however, be genuine and arm's length. We may withhold or reverse a reward, or remove a participant from the programme, where we reasonably believe it is being misused, for example through self-referral, circular referrals, or referrals of clients already in our pipeline.

5. Consent

By making a referral you confirm the prospective client is content to be introduced to us. Where a reward is granted, the referrer and the referred client each consent to being identified to the other as referrer and referred client.

6. Tax

You are responsible for any tax arising on rewards you receive. VAT is handled in accordance with applicable law.

7. General

We may vary or withdraw these terms or the programme on reasonable notice; rewards already earned are not affected. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.