These Referral Partner Terms & Conditions (the “Agreement”) are issued by Design Key LLC, a limited liability company incorporated in the State of Florida, with its principal place of business at Tampa, FL (“Company,” “we,” or “us”).
By completing the partner onboarding process and accessing the Partner Portal, you (“Partner”) confirm that you have read, understood, and agreed to be bound by this Agreement. If you do not agree, do not proceed with registration.
The effective date of this Agreement is the date on which you complete onboarding and gain access to the Partner Portal.
1. Purpose
The Company operates a referral partner program through which approved partners introduce prospective clients to the Company in exchange for commission on qualifying contracts. This Agreement sets out the terms under which you participate in that program.
2. Definitions
- “Referral”
- means a prospective client you introduce to the Company through the Partner Portal, who has not previously been in contact with the Company and is not already in the Company’s pipeline at the time of submission.
- “Qualified Referral”
- means a Referral that results in a signed contract between the Company and the referred client within the Commission Window.
- “Commission Window”
- means the 12-month period beginning on the date the Referral is submitted through the Partner Portal. After this period, no further commission accrues from that Referral.
- “Commission”
- means the fee payable to you calculated as a percentage of Paid Invoices issued by the Company to a client introduced through a Qualified Referral.
- “Commission Rate”
- means the percentage assigned to your account at the time of onboarding and displayed in your Partner Portal, or as subsequently amended in accordance with Section 6.2.
- “Partner Portal”
- means the online platform provided by the Company through which you submit referrals, track pipeline status, and view commission and payout records.
- “Paid Invoice”
- means an invoice issued by the Company to a referred client that has been paid in full and whose issue date falls within the Commission Window.
3. Onboarding and Portal Access
3.1 You gain access to the Partner Portal upon completion of the onboarding process (via invitation or approved self-registration) and acceptance of this Agreement.
3.2 You are responsible for maintaining the security of your portal access. The Company uses one-time code authentication; you must keep your registered email address current and notify the Company promptly of any unauthorised access.
3.3 The Company reserves the right to suspend or terminate your access at any time in accordance with Section 11.
4. Your Obligations
4.1 Accurate submissions. You agree to submit referrals accurately and in good faith. Submitting false, duplicate, or fabricated referral information is grounds for immediate termination of this Agreement.
4.2 No misrepresentation. You must not make claims about the Company’s services, pricing, timelines, or outcomes that are inaccurate or not authorised by the Company.
4.3 Compliance with law. You are responsible for ensuring that your referral activities comply with all applicable laws and regulations, including those governing solicitation, anti-bribery, and data privacy.
4.4 Brand usage. You may use the Company’s name, logo, and approved marketing materials solely for the purpose of introducing prospective clients under this Agreement. Any other use requires prior written consent from the Company.
4.5 Disclosure. You must disclose your referral relationship with the Company to prospective clients when making an introduction, where required by applicable law or where it is material to the introduction.
4.6 No solicitation of existing clients. You must not use your portal access or the information available through it to solicit or approach clients already under contract with the Company, except to facilitate a genuine new project referral.
5. Our Obligations
5.1 The Company will provide you with access to the Partner Portal and keep it reasonably available.
5.2 The Company will make available through the Partner Portal marketing materials to assist you in making introductions.
5.3 The Company will update the pipeline status of submitted referrals in the Partner Portal as the sales process progresses.
5.4 The Company will calculate and record Commission accurately based on Paid Invoices within the Commission Window.
5.5 The Company will process payouts in accordance with Section 7.
6. Commission
6.1 Earning commission. You earn Commission on each Paid Invoice issued to a client introduced through a Qualified Referral, calculated as:
Commission = Total amount of Paid Invoices × Commission Rate / 100
6.2 Commission Rate. Your Commission Rate is displayed in your Partner Portal account. The Company may amend your Commission Rate for future referrals by giving you 30 days’ written notice. Amendments do not affect commission already accruing from existing Qualified Referrals submitted before the notice date.
6.3 Commission Window. Commission accrues only on Paid Invoices whose issue date falls within the 12-month Commission Window. Invoices issued after the Commission Window closes do not earn commission, even if subsequently paid.
6.4 No commission on existing clients. No commission is payable on contracts with clients who were already known to the Company prior to your introduction.
6.5 Disputed referrals. If the Company is already in contact with a prospective client through another channel at the time of your submission, the Company will notify you and no commission will be payable on that referral. The Company will use reasonable efforts to resolve any such disputes in good faith.
6.6 No guaranteed income. You acknowledge that Commission is contingent on Qualified Referrals resulting in signed contracts and Paid Invoices. The Company makes no guarantee of income under this Agreement.
7. Payouts
7.1 The Company will process Commission payouts on a monthly basis, typically within 15 business days of the end of each calendar month, for Commission accrued in the prior month.
7.2 Payouts are recorded in the Partner Portal. You will receive an email notification when a payout is processed.
7.3 The minimum payout threshold is $50. If your accrued balance does not meet this threshold, it carries forward to the following month.
7.4 You are responsible for providing accurate payment details. The Company is not liable for failed or delayed payouts resulting from incorrect information you have supplied.
7.5 You are solely responsible for any taxes, duties, or levies applicable to Commission payments received under this Agreement. The Company will provide payment records on request to assist with tax reporting.
8. Confidentiality
8.1 You agree to keep confidential any non-public information received from the Company in connection with this Agreement, including but not limited to your Commission Rate, information about the Company’s clients, pipeline, pricing, and business operations accessed through the Partner Portal.
8.2 This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to you at the time of disclosure; or (c) is required to be disclosed by law or court order, provided you give the Company prompt notice where legally permitted.
8.3 This confidentiality obligation survives termination of this Agreement for a period of 2 years.
9. Intellectual Property
9.1 Nothing in this Agreement transfers any intellectual property rights from the Company to you.
9.2 The Company grants you a limited, non-exclusive, non-transferable licence to use the Company’s name, logo, and approved marketing materials solely for the purpose of making introductions under this Agreement. This licence terminates automatically upon termination of this Agreement.
9.3 All materials provided through the Partner Portal remain the property of the Company.
10. Representations and Warranties
You represent and warrant that:
(a) you have full authority to enter into and perform this Agreement;
(b) entering into this Agreement does not conflict with any other agreement or obligation you are subject to;
(c) you will perform your obligations under this Agreement in compliance with all applicable laws.
11. Term and Termination
11.1 Term. This Agreement begins on the date you complete onboarding and continues until terminated.
11.2 Termination by either party. Either party may terminate this Agreement at any time by giving 30 days’ written notice.
11.3 Immediate termination. The Company may terminate this Agreement immediately, without notice, if you: (a) breach any material term of this Agreement; (b) submit fraudulent or fabricated referrals; (c) act in a way that is harmful to the Company’s reputation or business; or (d) become insolvent or subject to insolvency proceedings.
11.4 Effect of termination. Upon termination:
- Your access to the Partner Portal will be revoked.
- Commission already accrued on Qualified Referrals submitted before the termination date will remain payable in accordance with this Agreement, provided the Paid Invoices fall within the original Commission Window.
- No new referrals submitted after the termination date will earn commission.
- Your licence to use the Company’s brand materials terminates immediately.
11.5 Survival. Sections 8 (Confidentiality), 9 (Intellectual Property), 12 (Limitation of Liability), and 13 (General) survive termination.
12. Limitation of Liability
12.1 The Company is not liable for any indirect, consequential, incidental, or special damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
12.2 The Company’s total liability to you under this Agreement is limited to the Commission amounts accrued and unpaid at the time the claim arises.
12.3 Nothing in this Agreement limits either party’s liability for fraud, gross negligence, or wilful misconduct.
13. General
13.1 Entire agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, or agreements.
13.2 Amendments. The Company may update these Terms & Conditions from time to time. We will notify you of material changes by email or through the Partner Portal. Continued use of the Partner Portal after the effective date of any update constitutes acceptance of the revised terms.
13.3 Independent contractor. You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. You have no authority to bind the Company.
13.4 Assignment. You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
13.5 Waiver. Failure by the Company to enforce any provision of this Agreement does not constitute a waiver of that provision.
13.6 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.
13.7 Governing law. This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of law principles.
13.8 Dispute resolution. The parties agree to attempt to resolve any dispute arising under this Agreement in good faith through negotiation before resorting to formal proceedings. Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts of the State of Florida.
13.9 Notices. Notices under this Agreement may be given by email to the addresses on record in the Partner Portal or as otherwise agreed in writing. Notices to the Company should be sent to info@designkey.studio.
Acceptance
By completing the partner onboarding process and accessing the Partner Portal, you confirm that you have read, understood, and agreed to be bound by these Terms & Conditions.