1. Who this is between
This agreement is between HikkiByte Ltd, a company registered in England and Wales (company number 17406584, registered office 26 Bowden Wood Crescent, Sheffield, England, S9 4EB), and the Partner named at the end of this agreement.
The Partner introduces new clients to HikkiByte. HikkiByte designs, builds and supports the websites and apps those clients buy, and pays the Partner commission on each sale.
2. Self-employed status
The Partner is an independent, self-employed contractor. The Partner is not an employee, worker, agent or officer of HikkiByte.
- The Partner decides their own hours, methods and where they find clients.
- There are no targets, quotas, rotas or minimum hours.
- The Partner pays their own costs, including phone, travel and any advertising.
- The Partner is responsible for their own Income Tax and National Insurance, and for registering with HMRC.
- The Partner may work for other businesses at the same time. This agreement is not exclusive.
- HikkiByte does not guarantee any level of income. Commission is only earned when a client pays.
3. What the Partner does
The Partner finds businesses and individuals who may want a website, app or care plan, shows them HikkiByte's live demos, and passes them to HikkiByte.
The Partner may not:
- sign contracts, accept payments or make commitments on HikkiByte's behalf
- offer prices, discounts, deadlines or features that are not on HikkiByte's current price list, unless HikkiByte agrees in writing
- present themselves as an employee of HikkiByte. They should describe themselves as an independent HikkiByte partner.
HikkiByte handles quotes, contracts, payments, design, build, launch and support. HikkiByte may decline any client for any reason. No commission is due on a client HikkiByte declines.
4. Commission
The Partner earns 30% of the first project and 10% of care plan fees for 12 months for every client they introduce.
- Commission is calculated on the price the client actually pays, after any discount HikkiByte agreed.
- Commission is only due on payments HikkiByte actually receives.
- The Partner sends HikkiByte an invoice for commission due. HikkiByte pays by bank transfer to the account the Partner gives in writing.
- Clawback: if HikkiByte refunds a client, any commission paid on the refunded amount is repaid by the Partner or deducted from their next commission.
- Later projects for the same client after the first project are not commissioned, unless HikkiByte agrees otherwise in writing.
- HikkiByte may change commission rates for future sales by giving 30 days' written notice. Changes never affect commission already earned.
5. Leads and referral codes
A client counts as the Partner's when they are registered and pay a deposit within 60 days of registration.
- HikkiByte gives the Partner a personal referral code and link (for example, hikkibyte.com/?ref=CODE).
- A lead is registered when the client contacts HikkiByte, or pays a deposit online, through the Partner's link or code, or when the Partner sends HikkiByte the business name and town on WhatsApp before the client gets in touch.
- A registered lead is protected for 60 days. If the client pays a deposit in that time, the commission is the Partner's.
- If two partners register the same client, the first registration wins.
- Clients HikkiByte was already speaking to, or already working with, cannot be registered.
If there is a disagreement about who introduced a client, HikkiByte will decide fairly, based on its records of codes, messages and dates.
6. How the Partner must behave
The Partner must promote HikkiByte honestly and within the law. Breaking these rules can end the agreement straight away (section 8).
- Only quote prices and packages from HikkiByte's current price list.
- Never promise results HikkiByte does not offer, such as Google rankings, sales figures or deadlines.
- Do not send marketing emails or texts to individuals or sole traders without their consent, as required by the Privacy and Electronic Communications Regulations (PECR).
- Before cold-calling a business, check the number is not registered with the Telephone Preference Service or the Corporate Telephone Preference Service (TPS or CTPS).
- Never post fake reviews, buy followers or use spam tools in HikkiByte's name.
- Take "no" for an answer. No pressure selling, harassment or repeated contact after someone declines.
- Follow all laws that apply to selling and marketing in the UK.
7. Brand, confidentiality and data
The Partner may use HikkiByte's name, logo, demos and price list only to promote HikkiByte, and must stop using them when this agreement ends.
- Do not create websites, social media accounts or ads that look like official HikkiByte channels.
- Do not bid on "HikkiByte" as a search ad keyword.
- Keep private anything HikkiByte shares that is not public, such as internal costs, client details and plans. This continues after the agreement ends.
- Only pass a lead's contact details to HikkiByte where it is lawful to do so. Each party is responsible for its own compliance with UK data protection law (UK GDPR).
8. Ending the agreement
Either side can end this agreement at any time with 14 days' written notice. A WhatsApp message or email counts.
HikkiByte can end it immediately if the Partner seriously breaks section 6 or 7, or acts in a way that harms HikkiByte's reputation.
After the agreement ends:
- Commission is still paid for any client who paid a deposit before the end date. Care plan commission continues until that client's 12 months are up.
- If the agreement ended because of a serious breach, commission on sales connected to that breach is not paid.
- The Partner stops using HikkiByte's name, materials and referral code.
9. Responsibility and liability
The Partner is responsible for their own actions, and HikkiByte's liability to the Partner is limited.
- Partner's responsibility: the Partner will cover (indemnify) HikkiByte for any loss, fine, claim or legal cost caused by the Partner breaking this agreement or the law. This includes misleading a client, unlawful marketing and misuse of personal data.
- Tax: if HMRC or any other authority decides HikkiByte owes tax or National Insurance on the Partner's commission, the Partner will repay HikkiByte that amount, as far as the law allows.
- Limit on HikkiByte's liability: HikkiByte's total liability to the Partner under this agreement is limited to the commission paid to the Partner in the 12 months before the claim. HikkiByte is not liable for loss of profit, earnings or opportunity, or for any indirect loss. Nothing here limits liability for death or personal injury caused by negligence, or for fraud.
- No reliance on earnings examples: examples on the website, in adverts or in conversation are illustrations only. The Partner confirms they have not relied on any promise of income in signing this agreement.
- Introducer only: the Partner introduces clients and does not negotiate or conclude sales on HikkiByte's behalf. Both sides intend that the Partner is not a commercial agent under the Commercial Agents (Council Directive) Regulations 1993.
- Holding and deducting commission: if HikkiByte reasonably suspects a breach, it may hold commission for up to 30 days while it looks into it. HikkiByte may deduct any amount the Partner owes it from commission due.
- Insurance and costs: the Partner arranges any insurance they need. HikkiByte does not reimburse expenses unless it agrees in writing beforehand.
10. General terms
- This is the whole agreement between HikkiByte and the Partner about introducing clients. Changes only count if both sides agree in writing.
- Nothing in this agreement creates employment, a partnership in law or a joint venture.
- The Partner may not transfer this agreement to anyone else.
- If any part of this agreement is found invalid, the rest still applies.
- Only HikkiByte and the Partner can enforce this agreement. No one else has rights under it.
- If HikkiByte does not enforce a right straight away, it can still enforce it later.
- Notices can be sent by email or WhatsApp to the details each side last gave the other.
- This agreement is governed by the law of England and Wales, and its courts deal with any dispute.
- This agreement can be signed electronically. Typing your full name to confirm you agree, on HikkiByte's sign-up page, by WhatsApp or by email, counts as your signature.