1. Parties
This Company and Organisation Referral Agreement (the "Agreement") is entered into between:
Interworking Ltd, a company incorporated in England and Wales with company number 17172638, whose website is at interworking.io ("Interworking"); and
The person or organisation identified in the form fields above (the "Referrer"). Where the Referrer is signing on behalf of a company or organisation, they warrant that they have authority to bind that entity to this Agreement.
Together referred to as the "Parties".
2. Definitions
In this Agreement the following terms have the meanings set out below:
"Check-In" means a successful check-in completed in writing (by email or webform) by both the Placed Graduate and the Referred Company with Interworking, confirming satisfactory commencement of the Placement.
"Hiring Placement" means a Placement undertaken by a Placed Graduate with a Referred Company, arranged through Interworking.
"Placed Graduate" means a graduate participant enrolled on the Programme who undertakes a Hiring Placement with a Referred Company.
"Placement" means an international work experience, internship, or volunteer placement arranged by Interworking.
"Programme" means the international work experience, internship, and volunteer placement programme operated by Interworking.
"Referral Code" means the unique alphanumeric code assigned to the Referrer by Interworking, which may also be embedded in a unique referral URL.
"Referral Fee" means the payment of £100 (one hundred pounds) per Qualifying Placement, payable in accordance with clause 5.
"Referred Company" means a company or organisation introduced to Interworking by the Referrer using a valid Referral Code, which subsequently hires one or more Placed Graduates through the Programme.
3. Referral Process
3.1 The Referrer will be issued a unique Referral Code by Interworking. The Referrer may share their Referral Code directly with prospective companies or via their unique referral URL.
3.2 A referral will be considered valid and attributed to the Referrer only where the Referred Company uses the Referrer's Referral Code when making first contact with Interworking, whether by webform, email, or other means.
3.3 If a company fails to provide a Referral Code at the point of first contact, Interworking shall have no obligation to retrospectively attribute the referral or pay the Referral Fee, unless Interworking determines in its sole discretion that the referral can be verified by other means.
3.4 A Referrer may refer more than one company. Each Referred Company will be treated independently, and the fee structure in clause 5 applies separately to each.
4. Placement Definition & Verification
4.1 A Placement is considered to be underway from the date on which the Placed Graduate formally commences work with the Referred Company as arranged by Interworking.
4.2 A Placement is a "Qualifying Placement" for the purposes of this Agreement where:
the Placed Graduate has been enrolled on the Programme;
the Placement has been underway for at least 14 calendar days; and
both the Placed Graduate and the Referred Company have completed a successful Check-In with Interworking.
4.3 Interworking shall be the sole judge as to whether a Placement satisfies the conditions of a Qualifying Placement.
5. Referral Fee Structure
5.1 Subject to clauses 4 and 7, Interworking shall pay the Referrer a Referral Fee of £100 (one hundred pounds) for each Qualifying Placement with a Referred Company, up to a maximum of two (2) Qualifying Placements per Referred Company.
5.2 For the avoidance of doubt:
the maximum Referral Fee payable in respect of any single Referred Company is £200 (two hundred pounds);
the cap of two Qualifying Placements applies per Referred Company, not per Referrer — a Referrer who successfully refers multiple companies may earn Referral Fees in respect of up to two Qualifying Placements per Referred Company;
Placed Graduates placed with the same Referred Company concurrently or consecutively both count toward the two-placement cap.
5.3 The Referral Fee shall be paid by bank transfer to the Referrer's nominated bank account (or, where the Referrer is an organisation, to the bank account nominated by the Referrer). The Referrer is responsible for providing accurate payment details to Interworking.
5.4 Interworking shall aim to process payment of each Referral Fee within 14 days of the relevant Check-In being completed.
6. Cap & Scope of Referral Fees
6.1 For the avoidance of doubt, no Referral Fee is payable in respect of:
a company or organisation that has already been registered with or introduced to Interworking by another referrer, or directly by Interworking, prior to the Referrer's introduction;
a Placement with a Referred Company that does not meet the conditions in clause 4; or
any Qualifying Placement beyond the second in respect of a single Referred Company.
6.2 Interworking shall maintain records of Referred Companies and notify the Referrer where a referral is invalid on the grounds set out in clause 6.1(a).
7. Exclusions & Conflicts of Interest
7.1 The Referrer may refer a company with which they have an employment or other commercial relationship, including their own employer. However, where such a relationship exists, the Referrer acknowledges that they should obtain any necessary internal permission from their employer or the relevant organisation before accepting or retaining a Referral Fee in connection with that referral.
7.2 The Referrer warrants that they have not received and will not receive any payment or other benefit from the Referred Company in connection with the referral of that company to Interworking, other than the Referral Fee payable under this Agreement.
7.3 Interworking reserves the right to decline to pay a Referral Fee, or to require repayment of a Referral Fee already paid, where it has reasonable grounds to believe there has been a material undisclosed conflict of interest in connection with a referral.
8. Payment Conditions & Timing
8.1 A Referral Fee shall become payable only upon satisfaction of all of the following conditions:
a valid Referral Code was used at the point of the Referred Company's first contact with Interworking;
a Placed Graduate has commenced a Placement with the Referred Company through the Programme;
the Placement has been underway for at least 14 calendar days; and
both the Placed Graduate and the Referred Company have completed a successful Check-In with Interworking.
8.2 If a Placement is terminated or abandoned before 14 calendar days have elapsed, the Referral Fee in respect of that Placement will not be payable.
8.3 There is no time limit on conversion: a Referral Fee may become payable regardless of the length of time between the initial referral and the commencement of a Qualifying Placement, provided the conditions in this clause are otherwise satisfied.
9. Relationship of Parties
9.1 The Referrer is an independent individual or organisation and nothing in this Agreement creates, or shall be construed as creating, any employment, agency, partnership, or joint venture relationship between the Referrer and Interworking.
9.2 The Referrer has no authority to enter into any contract or commitment on behalf of Interworking, and shall not represent themselves or their organisation as having such authority.
9.3 Where the Referrer is an individual acting in a personal capacity, they are responsible for their own tax and National Insurance obligations in respect of Referral Fees received. Where the Referrer is a company or organisation, it is responsible for any applicable tax obligations in respect of Referral Fees received.
10. Confidentiality
10.1 The Referrer shall keep confidential any non-public information relating to Interworking's business, pricing, or operations that is disclosed to them in connection with this Agreement, and shall not disclose such information to any third party without Interworking's prior written consent.
10.2 This clause shall survive termination of this Agreement.
11. Data Protection
11.1 Each Party shall comply with its obligations under applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.
11.2 Interworking will process the Referrer's personal data (including name, contact details, and bank account details) for the purpose of administering this Agreement and making payment of Referral Fees. Interworking's Privacy Policy is available at interworking.io.
11.3 The Referrer must not share or process the personal data of any Referred Company's employees or representatives except to the extent strictly necessary to make the referral.
12. Term & Termination
12.1 This Agreement commences on the date it is signed by both Parties and continues until terminated in accordance with this clause.
12.2 Either Party may terminate this Agreement on 14 days' written notice to the other Party.
12.3 Termination shall not affect any right to a Referral Fee that has already accrued in accordance with clause 8 prior to the date of termination.
12.4 Interworking may terminate this Agreement immediately and without notice if the Referrer breaches any material term of this Agreement.
13. Governing Law & Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
14. General Provisions
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings.
14.2 Amendments. No amendment to this Agreement shall be valid unless made in writing and signed by both Parties.
14.3 Notices. Any notice under this Agreement must be given in writing and may be sent by email to the address provided by the relevant Party. Notices to Interworking should be sent to info@interworking.io.
14.4 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
14.5 Severance. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.6 Third Parties. This Agreement does not confer any rights on any person other than the Parties under the Contracts (Rights of Third Parties) Act 1999.