GREYMILL

Partner Agreement

Version 2.0 · Effective 7 October 2026 · Governing law: England & Wales
Plain-language summary. By joining the Greymill Partner programme you earn a one-off Commission for each client you introduce: 30% of the client’s monthly plan price, once, paid when the client has stayed 60 days after their first payment. If they move to a cheaper plan before day 60, it is worked out on that plan; an upgrade keeps the plan they started on. At current list prices that is £30 on Starter, £52.50 on Growth and £75 on Scale ($40, $70 or $105; €35, €65 or €90: in US dollars and euros the amount is rounded to the nearest 5). Monthly clients who cancel, and any client refunded or charged back, before day 60 earn nothing; annual plans are paid up front, so they qualify unless refunded; after day 60 the Commission is yours. Payouts go out via Wise on the 1st and 15th of each month, subject to a £25 minimum. We can change these terms with 30 days’ notice; you can leave at any time. The full terms below are what apply.
Contents
1. Parties 2. Definitions 3. Commission terms 4. Qualifying, refunds and voids 5. Payouts 6. Currency 7. Tax and independent contractor status 8. Promotional conduct (no spam) 9. Who counts as a Referred Client 10. Data protection 11. Use of Greymill brand 12. Confidentiality 13. Disclaimers and liability 14. Indemnification 15. Termination 16. Changes to this agreement 17. Disputes and governing law 18. General

1. Parties

This agreement is between Greymill Limited, a company registered in England & Wales (the "Company", "we", "us", "our"), and you (the "Partner"), the individual or entity who has clicked to accept these terms.

You confirm that you are at least 18 years of age (or the age of majority where you reside) and have the legal capacity to enter into this agreement. If you are accepting on behalf of a company, you confirm you have authority to bind that company.

2. Definitions

3. Commission terms

3.1 One Commission per Referred Client

You earn one Commission per Referred Client, equal to 30% of the Monthly List Price of the plan of the Referred Client’s First Payment or, if the plan they hold on the Qualifying Date has a lower Monthly List Price, of that cheaper plan. Plans are compared by their Monthly List Price in your payout currency. Put simply: 30% of the client’s monthly plan price, once. If they move to a cheaper plan before day 60, it is worked out on that plan; an upgrade keeps the plan they started on.

The Commission is paid in your payout currency, at our current list prices in that currency. In US dollars and euros the amount is rounded to the nearest 5. For example, at current list prices: £30 (Starter), £52.50 (Growth) or £75 (Scale); $40, $70 or $105; €35, €65 or €90. If we change our list prices, the Commission follows the list price in force on the Qualifying Date.

3.2 Annual plans

A Referred Client on an annual plan earns the same Commission as one on a monthly plan of the same plan: 30% of the Monthly List Price.

3.3 Once only

Later Charges, renewals, upgrades and add-on purchases earn nothing further. Each client earns one Commission at most, whichever partner introduced them.

3.4 No commission on free trials

You earn nothing on free trials, unpaid usage or complimentary accounts. A Referred Client who never makes a First Payment earns nothing.

3.5 Custom rates

We may agree a different percentage with you in writing. A custom rate replaces the 30% for Referred Clients whose First Payment comes after the date we agree it, and is recorded in our system. Commissions already recorded are not adjusted when a rate changes.

4. Qualifying, refunds and voids

4.1 Pending until the Qualifying Date

When a Referred Client makes their First Payment, a Commission is recorded as "pending" in your Ledger with its Qualifying Date. On the Qualifying Date:

An earned Commission moves to your balance and is eligible for the next Payout.

4.2 Refunds and chargebacks

Any refund or chargeback of the Referred Client’s subscription Charges made before the Qualifying Date (or while we wait under Section 4.1) voids the Commission, whether the refund is partial or full. A refund of add-on purchases only does not. After the Qualifying Date the Commission is earned and is not clawed back for a later refund or chargeback, except under Section 4.3.

4.3 Voids and disputes

We reserve the right to void or reverse any Commission where we have a reasonable belief that the underlying Charge or referral was fraudulent, in breach of this agreement, recorded in error, or otherwise improper. Affected entries will be visible to you in your Ledger with the reason.

4.4 Held for review

We may hold a Commission for review, for example a possible self-referral, or a client whose First Payment came while your account was paused. A held Commission is either released, and then qualifies under Section 4.1, or voided under Section 4.3.

5. Payouts

5.1 Schedule

We aim to make Payouts on or around the 1st and 15th of each calendar month. The exact day may shift by a few business days for weekends, public holidays, or operational reasons. You will be notified by email when your Payout is sent.

5.2 Minimum

The minimum Payout amount is £25 (or the equivalent in your payout currency: $32 USD or €30 EUR). If your earned balance is below the minimum on a given Payout date, the balance carries forward to the next eligible Payout.

5.3 Method

Payouts are sent via Wise (formerly TransferWise) using the bank details you provide. We bear the cost of sending the Payout up to standard Wise fees; any third-party fees imposed by your receiving bank are your responsibility.

5.4 Bank details

You must provide accurate, current bank details before any Payout can be made. Bank details are encrypted at rest using AES-256-GCM and decrypted only at the point of generating the Payout file. For your protection, Payouts to newly changed bank details are held for 72 hours. We are not liable for funds sent to incorrect details that you have provided.

5.5 Failed payouts

If a Payout fails (for example, because of incorrect bank details), the earned Commissions revert to your balance and are eligible for the next Payout once you have corrected your details. Repeated failures may result in pause of your account under Section 15.

6. Currency

Each Commission is a fixed amount in your payout currency (GBP, USD or EUR), worked out from our list price in that currency under Section 3.1. No exchange rate is applied to it.

You may change your payout currency at any time. Commissions for Referred Clients whose First Payment comes after the change are set in the new currency. Commissions already recorded stay in the currency they were recorded in and are converted at the exchange rate on the day they are paid, which we record with the Payout.

7. Tax and independent contractor status

7.1 Independent contractor

You are an independent contractor. This agreement does not create an employer-employee, partnership, joint venture, agency, or franchise relationship. You have no authority to bind the Company.

7.2 Your tax obligations

You are solely responsible for declaring and paying all taxes (income tax, VAT, sales tax, GST, etc.) due on Commissions in your tax jurisdiction. We do not withhold tax on your behalf except where legally required.

7.3 US partners

If you are a US person, we may require a completed IRS Form W-9 (or W-8BEN for non-US persons paid in USD) before paying out. We may report Commissions to the IRS on Form 1099-NEC where Payouts in a tax year exceed the applicable reporting threshold.

7.4 EU partners

If you are VAT-registered in an EU member state, you must invoice the Company for your Commissions, applying VAT according to the place-of-supply rules. We will provide the data needed to issue an invoice.

8. Promotional conduct (no spam)

You may promote Greymill in any honest, lawful manner. You must not:

Breach of this section is grounds for immediate account pause, void of all unpaid Commissions, and termination under Section 15.

9. Who counts as a Referred Client

9.1 Self-referral

You may not refer yourself, your own businesses, accounts you control, or accounts where you are the beneficial decision-maker. Specifically prohibited: signing up for Greymill using your own referral link, or using a different email to circumvent the self-referral check. Where we detect (now or later) that a referral was a self-referral, the Commission is voided. Repeated breach is grounds for termination under Section 15 and forfeiture of all unpaid Commissions.

9.2 Existing customers and trial users

A person or business that already has a Greymill account, including one on a free trial, when they follow your link, or that has paid us before, is not a Referred Client.

9.3 One programme per client

A client is tagged to you from the day they sign up through your link. The first signup touch wins: a client who signed up through another partner’s link, or through a Greymill customer’s Refer a friend link, is not your Referred Client, and no client is rewarded under both programmes.

9.4 Refer a friend

Refer a friend is a separate programme for Greymill customers, run under our Terms of Service, which rewards customers with bill credit, not cash. It is not part of this agreement and gives you no rights under it.

10. Data protection

We process your personal data (name, email, bank details, tax info, payout history) in accordance with our Privacy Policy and applicable data-protection law (UK GDPR, EU GDPR, and US state laws as applicable). We are the data controller for partner data. You have the rights granted by applicable law, including access, rectification, erasure, and portability.

In your partner dashboard you see, for your own Referred Clients only, a shortened email address, their plan, their status and their payment events (the dates and number of their payments), and the clicks on your link with the page each one opened. You will not export, copy, or share Greymill customer data accessed through your referrals, or use it for any purpose other than following your own referrals. Anonymised aggregate counts (e.g. "12 active referrals") shown in your dashboard may be used for your own marketing.

11. Use of Greymill brand

We grant you a non-exclusive, non-transferable, revocable licence to use the Greymill name, logo, and product screenshots solely for the purpose of promoting Greymill in accordance with this agreement and our brand guidelines (available on request). The licence terminates automatically when this agreement ends. We retain all rights, title and interest in the Greymill marks.

12. Confidentiality

You may receive confidential information about the Company (e.g. unreleased features, internal pricing, customer details, business plans). You will keep this information confidential, use it only for the purpose of this agreement, and not disclose it without our prior written consent. Confidentiality survives termination of this agreement for 3 years.

13. Disclaimers and liability

To the maximum extent permitted by law:

14. Indemnification

You will indemnify, defend, and hold harmless the Company, its officers, employees, and agents from and against any third-party claim, demand, loss, or expense (including reasonable legal fees) arising out of: (i) your breach of this agreement; (ii) your promotional conduct including any spam, misrepresentation, or unauthorised use of brand; (iii) your tax obligations.

15. Termination

15.1 By either party

Either party may terminate this agreement at any time, for any reason, by notice via email to the address registered on your account.

15.2 Immediate termination by us

We may terminate immediately, without notice, if you breach Section 8 (conduct), Section 9 (self-referral), Section 12 (confidentiality), or commit fraud, misrepresentation, or other material breach.

15.3 Pause vs termination

We may pause your account pending investigation of a suspected breach. While paused, Commissions for Referred Clients whose First Payment comes during the pause are held for review under Section 4.4. Earned Commissions remain payable, and pending Commissions continue to their Qualifying Date, unless and until they are voided.

15.4 Final payout on termination

On termination by either party for reasons other than breach: earned Commissions above the minimum Payout threshold will be paid out in the next regular Payout cycle. Pending Commissions continue to their Qualifying Date and are paid in the Payout after it if they are earned under Section 4.

On termination by us for breach: all unpaid Commissions (pending and earned) are forfeited.

15.5 Survival

Sections 7 (tax), 10 (data protection), 12 (confidentiality), 13 (liability), 14 (indemnification), and 17 (disputes) survive termination.

16. Changes to this agreement

We may modify this agreement by giving you at least 30 days' notice via email. Continued participation in the programme after the effective date of the change constitutes acceptance. If you do not accept a change, you may terminate this agreement under Section 15 before the effective date; on termination, earned Commissions will be paid out per Section 15.4.

Notwithstanding the foregoing, we may make minor non-material changes (typo corrections, contact-detail updates) without prior notice.

Version 2.0 replaced a commission on each payment a client made in their first 12 months (capped per client and released from the client’s third payment) with one Commission per Referred Client, earned on the Qualifying Date. It took effect on 7 October 2026 for every partner.

In October 2026 we added to Section 3.1 that in US dollars and euros the amount is rounded to the nearest 5. A Commission already recorded for a Referred Client before that change is never reduced by the rounding, as long as it is worked out on the same plan.

17. Disputes and governing law

17.1 Governing law

This agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-laws principles.

17.2 Jurisdiction (UK and EU partners)

If you reside in the UK or the European Union, the courts of England and Wales have exclusive jurisdiction to settle any dispute arising under or in connection with this agreement, subject to your right (if applicable) to bring proceedings in your country of residence under any non-derogable consumer protection law.

17.3 Arbitration (US partners)

If you reside in the United States, you and the Company agree that any dispute arising under or in connection with this agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in London, England, or at a mutually-agreed remote location, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this clause.

17.4 No class actions

You and the Company agree that disputes will be brought only in an individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.

17.5 Informal resolution

Before initiating arbitration or court proceedings, you agree to first contact us at partners@greymill.ai and attempt in good faith to resolve the dispute informally for at least 30 days.

18. General

18.1 Entire agreement

This agreement (together with our Privacy Policy and any custom rate we have agreed in writing) is the entire agreement between you and the Company concerning the Partner programme, and supersedes any prior agreement on the same subject.

18.2 Severability

If any provision of this agreement is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

18.3 No waiver

A failure or delay by either party in exercising any right under this agreement does not constitute a waiver of that right.

18.4 Assignment

You may not assign or transfer this agreement without our prior written consent. We may assign this agreement on notice to you, including in connection with a merger, acquisition, or sale of business.

18.5 Notices

Notices to you will be sent to the email address on your partner account. Notices to us must be sent to partners@greymill.ai.

18.6 Force majeure

Neither party is liable for failure or delay caused by circumstances beyond reasonable control (acts of God, war, pandemic, network or banking infrastructure failure, government action), provided that party uses reasonable efforts to mitigate.