Referral Scheme — Terms of Participation

These are the terms of the FranchiseMapp Referral Scheme (the “Scheme”).

The Scheme lets franchise consultants, brokers and other introducers earn a recurring share of what the franchisors they introduce go on to spend on FranchiseMapp, for as long as those franchisors keep paying and the introducer stays in the Scheme.

Joining is free and takes a few minutes. You are not taking on any obligation to introduce anyone, and you can leave whenever you like.

These terms explain how the Scheme works, what we ask of anyone taking part, and what you can and cannot expect from it. By joining the Scheme you accept them.

1. Words used in these terms

• “Referrer” — you: a person or firm taking part in the Scheme.
• “Franchisor” — a business that signs up for a FranchiseMapp subscription.
• “Referral” — a Franchisor credited to you under section 2.
• “Paying Referral” — a Referral with an active, paid subscription. A Referral on our free tier, in trial, or lapsed is not a Paying Referral.
• “Net Spend” — what we actually invoice a Paying Referral and receive in cleared funds, excluding VAT. See section 6.
• “Commission”— an amount we pay a Referrer under sections 4–7.
• “we”, “us”, “our” — [ENTITY NAME], which operates FranchiseMapp.

2. Joining, and how referrals are credited

2.1. To take part, register for a Referrer account and give us accurate identity, business, tax and payment details. Keep them up to date.

2.2. We run checks before letting anyone join. We may ask for evidence of your identity, business status, company or VAT registration and trading history, and we may decline an application or pause an existing Referrer while we check. We also screen against UK sanctions lists when you join and before any payment, and will hold a payment where a screen flags something.

2.3. The Scheme is open to Referrers based in the United Kingdom. We are not currently running it elsewhere.

2.4. You take part in the course of your own business, trade or profession — not as a consumer.

2.5. Where a firm takes part rather than an individual, everything here applies to the firm, and the firm is answerable for what its people do under the Scheme.

2.6. A Franchisor is credited to you when they sign up using your referral link or code, or where we otherwise record you as the introducer — for example, an account you set up for a Franchisor which they later claim.

2.7. Once a Franchisor is credited to you, that does not change. It stays with you even if the Franchisor later works with a different consultant, and even if you lose access to their account. Who has accessto a Franchisor’s account and who a Franchisor is credited to are two separate things, and changing one never changes the other.

2.8. Being credited with a Franchisor does not give you ownership of, control over, or any exclusive claim to that Franchisor, their account, their data or their relationship with us.

2.9. We may correct or refuse a credit we reasonably believe is wrong, duplicated, or not the result of a genuine introduction (see section 9). If we do, we will tell you and explain why.

3. What we decide

We decide who we take on as a customer, what we charge them, and what the product does. We are not obliged to accept anyone you introduce, to keep them as a customer, to hold their pricing, or to keep running FranchiseMapp or the Scheme. No commission arises for any period when a Referral is not an active Paying Referral.

4. Commission is at our discretion

4.1. Commission is a discretionary reward, not something you become entitled to. We decide whether to pay it, how much, and when. Rates, dashboard figures, statements and examples describe how the Scheme normally runs — none of them is a promise that a particular amount will be paid.

4.2. Being paid once does not mean being paid again. Paying commission on one occasion, or regularly over a long period, does not create any right or expectation of commission in future, at the same rate or at all.

4.3. We will be straight about how we use that discretion. We will act honestly, in good faith and on a sensible, consistent basis — not arbitrarily. Where we decide something that leaves you worse off than you would reasonably have expected, we will tell you why, and you can ask us to look at it again under section 20.4.

4.4. We may run the Scheme differently for different Referrers. Nothing here means you get terms someone else was given.

4.5. Only commission is discretionary.The rest of these terms — what we ask of you in sections 9–15, and what we commit to in sections 4.3, 11.1, 17 and 19 — applies in the ordinary way.

5. The rates

5.1. Commission is a recurring share of the Net Spend of each Paying Referral, at the rate for your number of Paying Referrals:

5.2. It keeps paying for as long as they keep paying. There is no cap and no end date on an individual Referral — commission continues on a Paying Referral for as long as that Franchisor keeps subscribing and you are still in the Scheme. Section 17 covers what happens if you leave or we end your participation.

5.3. Moving between bands. Your rate is reassessed as your number of Paying Referrals changes. Move up a band and the higher rate applies across your whole book from the day you cross the threshold. Move down a band and the lower rate applies only going forward — we will not retrospectively cut commission you have already built up.

5.4. If we change the rates themselves, we will give you 60 days’ notice, and the change applies only to commission arising after it takes effect — unless it is in your favour, in which case we may apply it sooner.

5.5. Only Paying Referrals count toward your band.A Referral on our free tier, in a trial, or whose subscription has lapsed does not count toward the number in section 5.1’s table, and earns no commission for any period it is in that state — however many such accounts you have introduced. Your band is reassessed when any of them starts or stops paying, so it can go down as well as up.

6. How commission is worked out, and VAT

6.1. Commission is worked out on Net Spend — what we actually invoice and receive in cleared funds, excluding VAT. Never on list price, and never on money we did not collect.

6.2. Where a Franchisor has a discount, commission is worked out on the discounted amount they were actually invoiced.

6.3. Our records of what was invoiced, received and earned are what we work from, unless there is an obvious error. You can query any figure under section 20.4 and we will show you the breakdown.

6.4. VAT — two separate points, both of which apply:

• The base excludes VAT. Commission is worked out on the VAT-exclusive amount we invoice the Franchisor. VAT we charge a Franchisor is not part of Net Spend and earns no commission.
• The rates in section 5.1 are exclusive of VAT. If you are VAT-registered, VAT is added to your commission at the applicable rate, against a valid VAT invoice (or a valid self-billed invoice under section 6.6).

6.5. Tell us your VAT status and number, and tell us promptly if either changes — including if you become registered, or stop being. We work from what you have told us until you tell us otherwise.

6.6. Self-billing. We pay commission by self-billing: we issue the VAT invoice for your commission on your behalf, for every payment, instead of you invoicing us. By joining the Scheme you agree to this— it is a condition of taking part, not something you choose separately or re-confirm each time. This arrangement meets HMRC’s requirements for self-billing, and applies whether or not you are VAT-registered.

7. When we pay

7.1. Earned is not the same as payable. A figure shown as accrued or pending in your dashboard is a record of what has been worked out, not money currently due.

7.2. Commission settles once a Referral has paid two consecutive invoices without refund, chargeback or dispute. We may extend that where we reasonably suspect fraud, gaming or a live dispute, and we will tell you if we do.

7.3. We set the minimum balance before a payout runs, how often payouts run, and how we pay. The current position is shown in your dashboard.

7.4. We may hold payment until you have given us the identity, banking, tax and VAT details we reasonably need and cleared the checks in section 2.2.

7.5. We may deduct anything you owe us under these terms — including a recovery under section 8 or an overpayment — from commission otherwise payable.

7.6. Commission that has not settled does not earn interest. Nothing here affects any statutory right to interest on money that has actually fallen due.

8. When commission is adjusted, withheld or taken back

8.1. Adjustments. We may reduce, hold, reverse or ask you to repay commission relating to a Referral where:

• they get a refund, raise a chargeback, or dispute a payment;
• their subscription is cancelled, downgraded or lapses; or
• we find an error in how a Referral was credited, banded or calculated.

This is an adjustment to reflect money we did not keep. It is not a fine, and it does not depend on you having done anything wrong.

8.2. Where we end your participation because of something you did (section 17.3):

• Commission that has not settled is lost.
• Commission that has already settled is lost only where the reason involves fraud, self-referral, gaming, or something connected to the Referrals that generated it. Otherwise it stays payable under section 7, less anything we deduct under section 7.5 for loss we actually suffer.

8.3. We will normally tell you before we do any of this, and will always tell you why afterwards. You can ask us to look again under section 20.4.

9. Referrals that don't count

9.1. A Franchisor does not count as a genuine Referral, and earns no commission, where you or someone connected to you control, own, work for, or have a financial interest in that Franchisor, or where their billing details, contact details or effective control point back to you.

9.2. Do not create Franchisor accounts other than as a genuine introduction of an independent, unconnected business that actually intends to use FranchiseMapp. In particular, do not create accounts nobody intends to claim, and do not create accounts to inflate your Paying Referral count.

9.3. We may look into any Referral we reasonably suspect does not meet sections 9.1 or 9.2, ask you about it, remove the credit, and pause or end your participation — whether or not any commission has been claimed.

10. What we ask of you

10.1. You are an introducer, and nothing more than that. Do not negotiate, agree, vary or try to conclude any terms, pricing, discount or contract with a Franchisor on our behalf, and do not hold yourself out as our agent, employee or representative or as able to commit us to anything. You are not a commercial agent, and the Commercial Agents (Council Directive) Regulations 1993 do not apply to the Scheme.

10.2. Do not say anything about FranchiseMapp — its price, its features, what it can do — that we have not confirmed.

10.3. Follow the law in how you promote us, including the Business Protection from Misleading Marketing Regulations 2008 and, where your marketing reaches them, consumer protection law. Follow the CAP Code in any advertising that promotes FranchiseMapp.

10.4. Do not use spam, misleading claims or unlawful marketing to generate Referrals, and follow any brand guidelines we give you.

11. Telling franchisors about commission

11.1. We will tell every Franchisor you refer that you earn commission from us on their subscription. We do this when they create or claim their account. This is something we commit to, not something we decide case by case.

11.2. Tell them yourself too, before or when you introduce them, if you are advising them, acting for them or otherwise engaged by them. You do not have to give the rate unless they ask, or unless your own professional rules say you must.

11.3. Confirm to us, when you refer someone, that you have done so where section 11.2 applies. We keep a record of that confirmation.

11.4.Sections 11.1–11.3 exist so that the commission is never an undisclosed one. They sit alongside — and do not replace — anything you already owe a Franchisor under your own engagement with them or your professional rules.

12. Bribery and tax evasion

12.1. Follow the Bribery Act 2010 and all anti-bribery and anti-corruption law. Do not offer, promise, give, ask for or accept any bribe or improper financial advantage in connection with the Scheme.

12.2. Do not evade, or help anyone else evade, UK or foreign tax — see the Criminal Finances Act 2017.

12.3. Follow our anti-bribery policy as we make it available, and tell us straight away if you become aware of anything that breaches this section.

12.4. Breaking this section, or section 11, lets us end your participation immediately under section 17.3 and apply section 8.2 in full.

13. Using our brand

13.1. While you are in the Scheme you may use our name, logo and the marketing materials we provide, to promote FranchiseMapp and generate Referrals, in the form we provide or approve. This permission is not exclusive, cannot be passed on, and ends automatically when your participation ends.

13.2. Do not alter our materials, use them in a way that could mislead, or carry on using them after we ask you to stop.

13.3. Nothing in the Scheme gives you any ownership of FranchiseMapp, our brand, or the Scheme itself.

14. Keeping things confidential

Keep confidential the rates and terms offered to you, your commission figures, non-public information about the Scheme, and any Franchisor information you see. You can still disclose where the law requires it, where section 11 needs it, or to your own professional advisers on the same terms. This section continues to apply after you leave.

15. Data protection

15.1. Your own details. If you are an individual or sole trader, we are a controller of the personal data we hold about you — identity, contact, payment and commission records. Our Privacy Policy explains how we handle it and what rights you have.

15.2. Details you give us about a prospective Franchisor. By passing them to us you confirm you are entitled to, and that you have given that person whatever information their own data protection rights require. We and you each act as independent controllers of that data.

15.3. The Scheme does not give you access to anyone’s account.Access to a Franchisor’s account is something the Franchisor grants, can revoke at any time, and which only operates under a separate data processing agreement. Where you hold access, the Franchisor is the controller and you handle their data on their behalf, not ours.

15.4.If you build a Franchisor account before it has been claimed, do not put any individual’s personal data into it. The platform enforces this.

16. You are not our employee, worker or contractor

This section matters, so it is spelled out rather than assumed. Taking part in the Scheme does not make you our employee, worker, contractor, agent or partner, and does not create a joint venture or any employment relationship. That is not just a label — it reflects how the Scheme actually works:

16.1. You do not have to do anything. There is no obligation to introduce anyone, no minimum, no target, no quota and no activity requirement. You can introduce nobody at all, indefinitely, and remain in the Scheme.

16.2. We do not have to give you anything to work on, and we do not offer you work.

16.3. We do not control how you do it. We do not set your hours, methods, priorities, workload or working location, do not supervise or manage you, do not appraise you, and do not provide equipment, tools or a workplace.

16.4. Nothing has to be done by you personally. Anyone in your business can do it, and you may use someone else entirely.

16.5. There is no exclusivity, in either direction. You are free to recommend, refer or work with any other product or provider, including our competitors, and to run your own business however you choose. We are free to have any number of other Referrers.

16.6. You are not part of our business. You do not represent us (section 10.1), do not appear in our structure, and have no role, title or reporting line here.

16.7. Commission rewards an outcome, not your time. It is paid because a Franchisor you introduced subscribes and keeps paying — not for hours worked, not for services carried out under our direction, and not on any basis that depends on how, when or whether you did anything.

16.8. You look after your own tax. You are responsible for your own income tax, National Insurance, VAT and everything else arising from commission, and for working out your own status. If anyone ever determines that you or your people are our employee or worker, you will cover what that costs us.

17. Leaving, and when we end participation

17.1. You can leave whenever you want, by telling us. Commission that has already settled under section 7 still gets paid.

17.2. If we end your participation without you having done anything wrong, we will give you 30 days’ notice, and:

• commission that has already settled still gets paid; and
• commission carries on being earned on your existing Paying Referrals for six months after the notice period ends, then stops.

17.3. If we end it because of something you did, we can do so immediately and without notice — where you break sections 9, 10, 11, 12, 13 or 14, where you do something else seriously wrong and have not put it right within 14 days of being asked, or where we reasonably believe you have acted fraudulently. Section 8.2 applies and the six-month tail in section 17.2 does not.

17.4. If we close the Scheme, we will give 60 days’ notice. Settled commission still gets paid, and section 17.2’s six-month tail applies as if we had ended your participation without fault.

17.5. Apart from sections 17.2 and 17.4, commission stops being earned when your participation ends, even where a Referral carries on paying us. Who a Franchisor was credited to stays on our records either way.

18. Changes to the Scheme

18.1. We may change these terms on 30 days’ notice, or 60 days where the change is to the rates or bands (section 5.4) or is otherwise materially worse for you.

18.2. Material changes need your acceptance. We will ask you to accept the updated version. If you would rather not, your participation ends at the end of the notice period and section 17.2 applies as if we had ended it without fault.

18.3. Every version of these terms is numbered and dated, and we record which version you accepted and when.

19. If something goes wrong

19.1. Putting right what you cause. If we lose money, incur costs or face a claim because you broke these terms, because of how you went about referring, or because of something you did or failed to do in connection with the Scheme — including a claim from a Franchisor or anyone else — you will cover that, including reasonable legal costs. This continues to apply after you leave.

19.2. Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

19.3. Otherwise, the most we can be liable for in connection with the Scheme is the greater of (a) the commission we actually paid you in the 12 months before the claim and (b) £5,000.

19.4. Otherwise, neither of us is liable for indirect or knock-on losses, or for lost profits, revenue, business, goodwill or expected commission.

19.5. We do not promise you will get any particular number of Referrals or earn any particular amount. Any figure or example we give is an illustration, not a forecast, and you should not join on the strength of one.

20. Other things worth knowing

20.1. What continues after you leave: sections 6.3, 8, 14, 15, 16.8, 19 and 20, and anything else that from its nature is meant to.

20.2. Nobody else can rely on these terms. A person who is not taking part in the Scheme has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce anything in them.

20.3. These terms are the whole of it. They replace any earlier discussion about the Scheme. In joining, you are relying on what is written here and not on anything else said or suggested to you — including anything about what you might earn. That does not limit our responsibility for anything said fraudulently.

20.4. Questions, and if you disagree with us. If you disagree with a commission figure or with something we have decided under sections 4, 8 or 17, get in touch using section 21. We will look at it properly and come back to you within 30 days with our reasoning. If that does not settle it, we will both consider mediation in good faith before anyone goes to court. Either of us can still go straight to court for urgent protective relief.

20.5. Notices. We can reach you by email at the address on your Referrer account or through your dashboard; you can reach us at section 21. An email counts as received the next working day.

20.6. Not enforcing something once does not mean we give up the right to enforce it later.

20.7. If any part of these terms turns out not to work, the rest still does.

20.8. You cannot pass your participation in the Scheme, or anything arising from it, to someone else without our say-so. We may transfer the Scheme as part of a sale or reorganisation of our business.

20.9. These terms, and the Scheme, are governed by the law of England and Wales, and the courts of England and Wales deal with any dispute.

21. Getting in touch

Questions about the Scheme, these terms, or a commission figure: [email protected]