Referral Program Terms & Conditions

These Terms and Conditions (“Terms”) govern the Commenda customer referral program (the “Program”), administered by Commenda Technologies, Inc. (“Commenda,” “we,” or “us”). By generating or sharing a referral link, or by submitting your details through one, you agree to these Terms. The Program is a discretionary marketing offer, not a contract of agency, partnership, or employment, and it creates no obligation on Commenda to accept any referral or enter into any customer relationship.

Contents

1. Definitions
2. Eligibility
3. Rewards
4. Reward Tiers and Gift-Card Caps
5. Referral Approval
6. Excluded Referrals
7. Good Faith and Anti-Gaming
8. Payment and Redemption of Rewards
9. Data and Consent
10. Amendment, Suspension, and Termination of the Program
11. Final Discretion
12. Governing Law and Contact

1. Definitions

“Referring Company” means an existing Commenda customer in good standing that has generated a personal referral link inside the Commenda platform and shared it with a prospective customer.

“Referred Business” means a business that submits its details through a Referring Company’s referral link.

“Referral” means a single submission of the referral form by a Referred Business through a Referring Company’s link. Where the same business is submitted more than once, through any link, Commenda will treat at most one submission as the Referral for that business, determined by Commenda when it reviews the submissions (ordinarily the earliest received). Duplicate submissions of the same business earn no additional Reward for any party.

“Approved Referral” means a Referral that Commenda has designated as approved under Section 5.

“Reward” means, for the Referring Company, the gift card described in Section 3, and, for the Referred Business, the service credit described in Section 3.

2. Eligibility

To participate as a Referring Company you must (a) be a current Commenda customer with an active, paid engagement and no overdue balance; (b) generate your referral link through your Commenda account; and (c) comply with these Terms and all applicable laws when sharing your link, including laws governing unsolicited commercial communications. Referral links may be shared personally (by email, by message, or in conversation) but may not be published in paid advertising, coupon or deal aggregators, or bulk distribution channels, and may not be presented in a way that implies you are acting as Commenda’s agent or reseller.

To participate as a Referred Business you must be a real, operating (or genuinely forming) business, submit accurate information about yourself and your business, and accept these Terms when submitting the referral form. Individuals participating on behalf of either party must be of legal age and authorized to act for that business. The Program is void where prohibited by law.

3. Rewards

For the Referred Business: a one-time credit of $1,000 (USD) toward Commenda services, applied against the Referred Business’s first paid engagement with Commenda. The credit is flat: it does not vary with the Referring Company’s tier. It is limited to one credit per business: however many referral links a business receives or uses, Commenda will apply at most one credit, as determined by Commenda when the credit is applied. The credit has no cash value, cannot be redeemed for cash or refunded, cannot be transferred or combined with the credit of another business, and cannot exceed the value of the first engagement it is applied to; any unused portion is not carried over unless Commenda agrees otherwise in writing.

For the Referring Company: a gift card issued per Approved Referral. The value of the gift card is the lesser of (a) the amount the Referred Business actually purchases from Commenda under its first engagement, measured before the referral credit is applied and net of discounts, refunds, and taxes, and (b) the Referring Company’s tier cap under Section 4 at the time of approval. The tier cap is a ceiling, not a payout.

Worked example: a Platinum-tier Referring Company (cap $3,000) refers a business that purchases $400 of Commenda services. The gift card is $400, the lesser of $400 and $3,000. Conversely, a Bronze-tier Referring Company (cap $1,000) whose referral purchases $8,000 of services receives $1,000, the lesser of $8,000 and $1,000.

4. Reward Tiers and Gift-Card Caps

A Referring Company’s tier is determined by the number of its Approved Referrals within the current calendar year (January 1 to December 31). Tier progress resets at the start of each calendar year. The tiers are:

• Bronze: the starting tier; gift cards capped at $1,000 per Approved Referral.
• Silver: 5 Approved Referrals in the calendar year; cap $1,500.
• Gold: 25 Approved Referrals in the calendar year; cap $2,000.
• Platinum: 50 Approved Referrals in the calendar year; cap $3,000.

The applicable cap for a given Reward is the cap of the tier the Referring Company holds at the time the Referral is approved. Reaching a new tier also earns a special gift from Commenda, selected by Commenda in its discretion.

5. Referral Approval

A Referral becomes an Approved Referral only when Commenda designates it as such, in its sole determination. Commenda will not approve a Referral before the Referred Business has become a paying Commenda customer; that is, it has entered into an engagement with Commenda and paid its first invoice. Commenda may also consider, among other things, whether the Referral falls under an exclusion in Section 6, whether the information submitted was accurate, whether payment by the Referred Business remains subject to refund or chargeback, and whether the Referral is consistent with the good faith obligations in Section 7. Commenda’s determination of a Referral’s status (approved, pending, or rejected) is final. Submitting the form, scheduling a call, or signing a proposal does not by itself qualify a Referral for approval.

6. Excluded Referrals

The following are not eligible Referrals and earn no Reward for either party:

• Self-referral: a Referring Company referring itself, its own trading names, or a business through which its owners or officers would receive the referral credit directly or indirectly.
• Existing customers: businesses that are, or were previously, Commenda customers.
• Businesses already in Commenda’s pipeline: businesses that have, before the Referral, already contacted Commenda, been contacted by Commenda’s sales team, submitted their details through any Commenda form, or been proposed by a partner under another referral or partnership arrangement.
• Related entities: businesses under common ownership or control with the Referring Company, including parents, subsidiaries, affiliates, and entities sharing principal owners, directors, or officers with the Referring Company.
• Employees and insiders: referrals of or by Commenda employees, contractors, or their immediate family members, and referrals submitted by employees of the Referring Company on behalf of the Referring Company itself.
• Resellers and intermediaries: businesses referred as part of a reselling, brokering, or lead-generation activity, rather than as a genuine prospective user of Commenda’s services. Accounting firms and other partners with a separate Commenda partnership agreement must route referrals through that agreement, not the Program.

Commenda determines in its sole discretion whether an exclusion applies, and may treat a Referral as excluded whenever the available evidence reasonably supports it.

7. Good Faith and Anti-Gaming

The Program rewards genuine introductions of businesses that a Referring Company believes, in good faith, would benefit from Commenda’s services. Conduct designed to manufacture Rewards rather than genuine customer relationships is prohibited, including without limitation:

• submitting fictitious, dormant, or shell businesses, or submitting real businesses without their knowledge or consent;
• circular or reciprocal referrals between related or coordinating entities made to generate Rewards in both directions;
• splitting what is in substance one business or engagement across multiple entities or submissions to multiply credits or Rewards;
• procuring a signup or payment that is intended to be refunded, charged back, cancelled, or abandoned once a Reward is triggered;
• offering payments, rebates, or other inducements to a Referred Business in exchange for completing a purchase, unless disclosed to and approved by Commenda in advance; and
• misrepresenting the Program, the credit, or Commenda’s services when sharing a link.

If Commenda determines, in its sole discretion, that a Referring Company or Referred Business has engaged in any of the above or has otherwise acted in bad faith, Commenda may reject or reverse the affected Referrals, withhold or cancel any Rewards not yet paid or redeemed, remove the participant from the Program, and terminate the participant’s referral link, in each case in addition to any other remedies available to it. Where a payment underlying an Approved Referral is later refunded, charged back, or recovered, the corresponding Referral ceases to be Approved and any unpaid or unredeemed Reward attributable to it is cancelled.

8. Payment and Redemption of Rewards

Form and currency. Referring Company Rewards are ordinarily provided as digital gift cards. Commenda selects the gift card provider and may denominate the card in USD or a local-currency equivalent determined at the time of issue. Referred Business Rewards are service credits applied by Commenda directly against the first engagement invoice; no card, code, or cash is issued for credits.

Timing. Commenda ordinarily issues gift cards within sixty (60) days of a Referral being approved, provided the underlying payment is no longer subject to refund or chargeback and the Referring Company remains a Commenda customer in good standing at the time of issue. This timing is a target, not a guarantee; issuance of each gift card is determined by Commenda under Section 11.

Taxes. Recipients are solely responsible for any tax, reporting, or withholding obligations arising from a Reward. Commenda may require tax or identity information before issuing a Reward and may withhold issuance until it is provided.

No cash equivalence; no transfer. Rewards have no cash value, are not redeemable for cash except where required by law, are non-transferable, and may not be sold, exchanged, or assigned. Gift cards remain subject to the issuing provider’s own terms once issued. If Commenda is unable to deliver a Reward (including because the recipient’s contact details are inaccurate or the recipient does not respond to Commenda’s delivery attempts), Commenda may treat the Reward as lapsed ninety (90) days after its first delivery attempt.

9. Data and Consent

Information submitted through the referral form is processed in accordance with Commenda’s Privacy Policy. By submitting the form, the Referred Business consents to Commenda contacting it about its requirements and to Commenda recording the submission in its customer relationship systems. The Referred Business acknowledges that the Referring Company can see the existence and status (pending, approved, or rejected) of the Referral it made, but not the commercial terms of any engagement between the Referred Business and Commenda. The Referring Company must have a reasonable basis to believe the Referred Business is willing to be introduced to Commenda before sharing its link with them.

10. Amendment, Suspension, and Termination of the Program

Commenda may amend these Terms, adjust tiers, caps, or credit amounts, or suspend or terminate the Program in whole or in part at any time. Changes apply prospectively from the time the updated Terms are posted on this page and do not reduce the value of a Reward attributable to a Referral approved before the change. On termination of the Program, Referrals not yet approved lapse, and Rewards attributable to Approved Referrals will be issued in accordance with Section 8 unless withheld under Section 7.

11. Final Discretion

Notwithstanding anything else in these Terms, all credits and gift cards under the Program are and remain the property of Commenda until redeemed or issued, and Commenda retains complete ownership of, and final discretion over, the Program and every credit and gift card offered under it, including whether a Referral qualifies, whether and when a Reward is issued, and the form a Reward takes. Participation in the Program is not a right, and no participant acquires any entitlement, property interest, or expectation in a Reward before it is actually issued or redeemed.

12. Governing Law and Contact

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. If any provision of these Terms is found unenforceable, it will be limited or eliminated to the minimum extent necessary so that the remainder stays in full force. Questions about the Program, a Referral’s status, or these Terms can be sent to sales@commenda.io.