Effective: January 23, 2025
These Referral Fee Terms and Conditions (the “Terms”) govern the referral fee agreement between ConnectCPA LLP (the “Company”), and a person who identifies and refers Eligible Customers (as defined below) to the Company (the “Referrer”, and together with Company, the “Parties”, and each, a “Party”). These Terms form the complete agreement between the Company and the Referrer with respect to the participation of the Referrer in the Company’s referral program, as further described herein (the “Program”). The Referrer acknowledges and agrees that the Referrer is subject to these Terms, as well as the Company’s Privacy Policy located here.
The Company is in the business of offering accounting-related professional services on a one-time basis as well as through a recurring fee arrangement billed monthly (“Services”). By referring an Eligible Customer to the Company (each, a “Referra”), the Referrer hereby confirms that the Referrer has read, understood, and has accepted these Terms. The Referrer acknowledges that these Terms will not apply unless (a) the Company has entered into a written agreement with such Eligible Customer referred to it by the Referrer, and subject to the conditions outlined below; and (b) the Referral of such Eligible Customer is in relation to the Services.
1. PROGRAM ELIGIBILITY
1.1 “Eligible Customer” means a person referred to by the Referrer to the Company for the Services, who fulfills all the following criteria:
i. Has not previously entered into an agreement with the Company or been in contact with the Company in the preceding two (2) years from the date of the Referral by the Referrer, or otherwise exists in the Company’s customer relationship management system, including without limitation the Hubspot lead database, at the time of such Referral;
ii. Enters into an agreement with the Company for the Services which are invoiced on a recurring (monthly) basis; and
iii. Makes at least three (3) months’ worth of payments to the Company for such Services.
1.2 For clarity, the Program shall not apply if such new person referred by the Referrer: (a) terminates their agreement with the Company prior to making, or otherwise fails to make, at least three (3) months’ worth of payments for such Services billed on a recurring monthly basis; and/or (b) they only engage the Company for Services offered on a one-time basis or which are payable pursuant to a one-time invoice.
1.3 Notwithstanding the foregoing, the Company may disqualify any new lead referred by the Referrer, who might otherwise be an Eligible Customer, in good faith, including where the Company determines such Eligible Customer as being suspicious, involved in activities which do not align with the Company’s values, or other reason determined by the Company.
2. ASSURANCES AND CONDITIONS
2.1 By referring a prospective customer to the Company, the Referrer represents and warrants that to the best of their knowledge, all information provided regarding the referred party is accurate, complete, and in compliance with any applicable laws and regulations. The Referrer further represents and warrants that they have obtained all necessary permissions and consents for the Referral, and that they have not engaged in any fraudulent or deceptive practices in connection with the Referral. The Referrer will not send, post, transmit or otherwise share any Company content, including the Company’s name in connection with any materials, sites or otherwise that (i) will generate or facilitate unsolicited bulk emails; (ii) will violate, or otherwise encourage the violation of, the legal rights of others under the laws of any jurisdiction; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene content; and/or (v) harasses or has a tendency to harass persons.
2.2 The Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over the Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing, communications, and services, such as anti-spam laws; (ii) data privacy and security laws; and (iii) anti-bribery and anti-corruption laws.
2.3 The prices, terms, and conditions under which the Company offers or sells any Services shall be determined by Company in its sole discretion. The Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of its Services. Nothing in these Terms shall obligate the Company to actually offer or sell any Services or consummate any transaction with any referred person. The Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of its Services without any liability or obligation to pay compensation to Referrer under 3 or otherwise. The Company has complete discretion as to who it will do business with and on what terms, including whether to accept an Eligible Customer as a customer or whether to terminate an Eligible Customer, and what to charge an Eligible Customer.
2.4 Any Referrer use of any Company marks, images, or other assets, including but not limited to banners and social media postings, is subject to the Company’s prior written approval in each instance. The Referrer will seek prior written approval from the Company to use any such Company assets and will adhere to the Company guidelines in each instance, as made available and/or updated by the Company from time to time.
3. COMPENSATION
3.1 The Company will pay the Referrer a referral bonus in the form of $1,000 for each Referral of an Eligible Customer. The Company will make such Referral fee payment to the Referrer within thirty (30) days of the Company’s actual receipt of unconditional payment by the Eligible Customer of their respective fees equal to three (3) months’ worth of payments for the respective Services pursuant to Section 1.1 (iii).
3.2 No Referral payments will be made in respect of Referrals of prospective customers who the Company disqualified as Eligible Customers. Notwithstanding the foregoing, no Referral payments will be made to the Referrer if they are in breach of any of these Terms or complaints are made regarding the Referrer’s conduct in relation to spam or other inappropriate or suspicious activities.
4. LICENSED MARKS
4.1 Subject to these Terms, the Company hereby grants the Referrer a non-exclusive, non-transferable, non-sublicensable license to use its Marks only in connection with the marketing and promotion of the Company Services as contemplated by these Terms. “Marks” means the Company’s name, logo and other marks and trademarks, materials, collateral and other assets identifying the Company. Upon termination of these Terms, all rights related to the Marks shall terminate and the Referrer will have no claim or right to use of any logos, marketing materials, or other collateral granted under these Terms.
4.2 The Referrer hereby acknowledges and agrees that (i) the Marks are owned solely and exclusively by the Company; (ii) except as set forth herein, the Referrer has no rights, title, or interest in or to the Marks; and (iii) all use of the Marks by Referrer shall inure to the benefit of the Company. The Referrer will not apply for registration of the Marks (or any mark confusingly similar thereto) anywhere in the world, and the Referrer will not influence, direct, or encourage any third party to register any of the Marks (or any mark confusingly similar thereto). The Referrer agrees that it will not engage, participate, or otherwise become involved in any activity or course of action that diminishes or tarnishes the image or reputation of the Marks.
4.3 The Referrer acknowledges and agrees that the presentation and image of the Marks should be uniform and consistent with respect to all services, activities, and products associated with the Marks. Accordingly, the Referrer agrees to use the Marks only in the manner in which the Company specifies from time to time in the Company’s sole discretion. The Referrer shall not modify the Marks or create any derivative works using the Marks.
5. INDEPENDENT CONTRACTOR
5.1 The Parties agree that the relationship between the Referrer and the Company is that of an independent contractor, and these Terms shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referrer and Company for any purpose. The Referrer has no authority (and shall not hold itself out as having authority) to bind Company and Referrer shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. The Company will not be responsible for withholding or paying any income, payroll or other federal, provincial, or territorial taxes, making any Canada Pension contributions, insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on the Referrer's behalf. The Referrer shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. The Referrer shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under these Terms.
6. CONFIDENTIALITY
6.1 All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by the Company to Referrer as part of the Services to the Referrer or otherwise, whether disclosed orally or disclosed or accessed in written, electronic, or other form, or media, and whether or not marked, designated, or otherwise identified as ‘confidential,’ is confidential, solely for the use of performing the obligations under these Terms or the Services and may not be disclosed or copied unless authorized by Company in writing. Upon the Company's request, the Referrer shall promptly return all documents and other materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section 6.1. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Referrer at the time of disclosure; or (c) rightfully obtained by the Referrer on a non-confidential basis from a third party.
7. TERM AND TERMINATION
7.1 These Terms will take effect with respect to the Referrer’s participation in the Program upon the date on which Referrer makes a Referral to the Company. These Terms will remain in force with respect to Referrer from month to month. The Company may at any time, on notice, terminate the Referrer’s participation in the Program, for any reason or no reason. The Company may at any time and in its sole and exclusive discretion, terminate the entire Program, or modify or update the terms of the Program or these Terms (and in doing so will make any modified or updated terms available in writing). Upon termination of the Referrer’s participation in the Program under these Terms (or termination of the Program in its entirety), the Referrer will immediately cease using all links to the Company’s site(s), the Marks, and any references to the Program.
8. WARRANTY
8.1 Each Party represents and warrants to the other Party that: (i) each has the full corporate right, power, and authority to agree to these Terms and to perform the acts required of it hereunder; (ii) the agreement to these Terms by each Party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when the Referrer indicates its acceptance of these Terms by making a Referral or in any other manner required by the Company, these Terms will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and (iv) it will comply with all laws, rules, and regulations in the conduct of its business. Each Party acknowledges that the other party makes no representations, warranties, or agreements which are not expressly provided for in these Terms.
9. INDEMNITY
9.1 Each Party will indemnify, hold harmless, and defend the other Party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to or arising out of the indemnifying party’s performance under these Terms, and (ii) any and all other claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or willful misconduct. The indemnity includes, but is not limited to, breach of confidentiality obligations, infringement of intellectual property rights, and violations of applicable law or regulation. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party.
10. DISCLAIMER
10.1 Except as otherwise expressly stated herein, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
11. LIMITATION OF LIABILITY
11.1 Neither Party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either Party’s aggregate liability under these Terms exceed the total fees paid by the Company to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any and all losses exceeding this limitation of liability Section.
12. NOTICES
12.1 All notices pursuant to these Terms must be in writing and may be provided electronically, including via email. Notice may be provided to the Company at: 140 Yonge St., Suite 220, Toronto, ON, M5C 1X6, with a copy to admin@connectcpa.ca. Notice to the Referrer may be provided to Referrer at the address provided to the Company as part of Referrer’s Program participation or Services-related agreement.
13. GOVERNING LAW
13.1 These Terms and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflict of law provisions of any other jurisdiction. Any dispute arising out of or in connection with these Terms shall be exclusively submitted to the courts of the Province of Ontario, and the Parties hereby submit to the jurisdiction of such courts for the purpose of any such dispute.
14. MISCELLANEOUS
14.1 These Terms are made for the benefit of the Parties hereunder and (where applicable) their successors and permitted assigns, and are not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter. The Referrer acknowledges and agrees that all of the provisions of these Terms have been fully negotiated, and neither of the Parties shall be deemed the drafter of these Terms and that, in construing these Terms in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one Party on the ground that such provision was drafted by the other Party.
14.2 The Company may modify these Terms at any time by (a) posting a notice on the Company’s website; or (b) by e-mailing the Referrer. The Provider will also update the “Last Updated” date at the top of these Terms. The Referrer hereby agrees that the Referrer shall be responsible for reviewing the Terms whenever the Referrer makes a Referral to the Company. By continuing to make Referrals to the Company, the Referrer represents that the Referrer agrees to be bound by the modified Terms. If the modified Terms are not acceptable to the Referrer, the Referrer must stop making Referrals to the Company and should provide notice of termination in accordance with these Terms. Notwithstanding the foregoing, the information and material on the Company’s website may be changed, withdrawn or removed at any time in the Company’s sole discretion without notice.
Last updated: January 21, 2025
