Ecosystem Partner Programme Terms

1. Scope and Eligibility

These terms form part of the introducer agreement between One X Group Pte. Ltd. (the “Company”, “we”, “our” or “us”) and an approved partner organisation (the “Partner”). They apply to the Ecosystem Partner Programme (the “Programme”) and to every introduction registered under it.

The Programme is open to organisations, not to individuals. Participation requires an application, our written approval, and a signed introducer agreement executed by a person authorised to bind the Partner. Applying to the Programme does not create a partnership and confers no entitlement to any fee.

We may decline any application, and may decline any individual introduction, at our discretion and without giving reasons.

2. Registered Introductions

Attribution follows registration. To be eligible for a fee, an introduction must be registered with us in writing, naming the organisation being introduced and the intended contact, before any conversation between that organisation and the Company takes place.

• A valid registration is exclusive to the registering Partner for twelve months from the date we accept it.
• Where two Partners register the same organisation, the first valid registration prevails.
• Organisations already engaged with the Company, or already present in our pipeline at the time of registration, are not eligible. We will tell the Partner this at registration rather than after an engagement closes.
• Retroactive claims are not accepted. An introduction that was not registered in advance earns no fee.

3. Referral Fees

Where a registered introduction leads to a signed engagement, the Partner earns a referral fee calculated as a percentage of year-one project value at the tier stated in its introducer agreement.

Definition of year-one project value

Year-one project value means the net professional fees actually invoiced by the Company to the introduced organisation and collected in full during the first twelve months of the engagement. It excludes:

• Goods and services tax, value added tax, and any other transaction taxes.
• Third-party pass-through costs, including cloud, hosting and subcontracted services billed at cost.
• Hardware, software licences and subscription resale.
• Expenses, travel and disbursements recharged to the client.
• Any amount discounted, written off, credited, refunded or not collected.

Caps and payment

• Referral fees are capped at S$50,000 per project unless otherwise agreed in writing.
• Fees become payable only after the Company has received cleared payment from the introduced organisation for the invoice to which the fee relates.
• The Partner invoices the Company, and the Company settles that invoice within 30 days of receipt.
• Fees are paid in Singapore dollars by bank transfer to a corporate account in the Partner’s name.

4. Payment to Organisations Only

Referral fees are paid to the Partner as an organisation. They are not paid, in whole or in part, to any individual person, and the Company will not make payment to a personal bank account, in cash, in kind, or through any intermediary nominated for the benefit of an individual.

The Partner warrants that it will not pass any part of a referral fee to an individual employed by, contracted to, or serving on the board of the introduced organisation, nor to any person who participated in that organisation’s decision to engage the Company.

Where a Partner has elected to direct fees to member programming or to a nominated cause, the Company will pay in accordance with that election. Elections may be changed on written notice and take effect for introductions registered after the change.

5. Disclosure to the Introduced Party

Transparency is a condition of the Programme, not a courtesy.

• Every proposal the Company issues to an organisation introduced under the Programme will name the referring Partner and state that a referral fee applies.
• The introduced organisation acknowledges that disclosure before any contract is executed.
• The Partner will disclose its participation in the Programme to any organisation it introduces, at or before the point of introduction.
• Neither party will describe an introduction as independent, impartial or unpaid advice.

6. Client Pricing Is Unaffected

Referral fees are paid out of the Company’s margin. They are not added to, recovered from, or otherwise reflected in the price quoted to an introduced organisation. An organisation introduced under the Programme is quoted the Company’s standard rates and, on application of the phase-one credit offered under the Programme, pays less than it otherwise would.

7. Exclusions and Prohibited Introductions

No fee arises, and no introduction may be registered, in respect of any of the following:

Grant supported engagements

Where an engagement is grant supported or otherwise publicly funded, the cash referral fee is waived automatically. The introduced organisation still receives the complimentary design concept and phase-one credit offered under the Programme, and the Partner’s standing in the Programme is unaffected. This waiver applies whether or not the public funding was known at the time of registration.

8. Anti-Bribery and Compliance

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act 1960 of Singapore and, where applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act.

The Partner warrants that it has obtained all internal approvals necessary to participate, that no fee under the Programme constitutes an inducement or reward for improperly performing any function or activity, and that it will notify the Company promptly if any of its declarations cease to be accurate.

The Company may withhold, suspend or refuse any fee where it reasonably believes payment would be improper or unlawful, or where a declaration made by the Partner was inaccurate. The Company may audit the Partner’s compliance with these terms in respect of registered introductions on reasonable notice.

9. Clawback and Termination

• Where an engagement is cancelled, terminated, refunded or written off after a fee has been paid, the fee is repayable in proportion to the amount not collected.
• Fees paid in reliance on an inaccurate declaration are repayable in full.
• Either party may terminate participation on 30 days’ written notice. The Company may terminate immediately for breach of these terms or of applicable law.
• On termination, fees remain payable on introductions registered and engagements signed before the termination date, subject to the collection condition in section 3.

10. Independent Contractors and No Agency

The Partner is an independent organisation. Nothing in the Programme creates a partnership, joint venture, employment or agency relationship. The Partner has no authority to bind the Company, to negotiate or agree pricing, to make representations or warranties about the Company’s services, or to hold itself out as acting on the Company’s behalf beyond describing itself as a partner in the Programme.

11. Confidentiality and Data Protection

Each party will keep the other’s confidential information confidential, including pricing, proposal content and the identities of introduced organisations. Personal data shared under the Programme is processed in accordance with the Personal Data Protection Act 2012 of Singapore and our Privacy Policy.

The Partner confirms it has a lawful basis for sharing the contact details of any individual it introduces, and that the individual is aware the introduction is being made.

12. Tax

Fees are stated exclusive of goods and services tax, which is added where the Partner is registered for it. The Partner is responsible for its own taxes on fees received and for any reporting obligations in its own jurisdiction. Where withholding tax applies, the Company will withhold as required by law and provide the relevant certificate.

13. Changes to the Programme

The Company may amend these terms on 30 days’ written notice. Introductions registered before an amendment takes effect are governed by the terms in force at registration. The Company may suspend or close the Programme on notice, without affecting fees already earned.

14. Governing Law

These terms are governed by the laws of Singapore, and the parties submit to the exclusive jurisdiction of the courts of Singapore.

Contact

Questions about the Programme or these terms can be directed to our legal team.

One X Group Pte. Ltd.
71 Robinson Road, Singapore 068895
legal@onexgroup.co