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.
You earn a 15% commission on each Charge from each Referred Customer. The commission applies to the net (excluding tax) amount of the Charge.
We may offer you a different rate (higher or lower) by written agreement. A custom rate is recorded in our system and applies to all Charges from the date of agreement forward. Past commissions are not retroactively adjusted when a rate changes.
You earn commission on a Referred Customer's Charges for the first 12 calendar months from their signup. After that 12-month period, no further commissions accrue from that customer, regardless of their continued subscription.
You earn commission only on actual successful Charges. Free trials, unpaid usage, or comped accounts do not generate commission.
Each Commission accrues in a "pending" state for 30 days from the corresponding Charge. After 30 days, if the Charge has not been refunded, the Commission becomes "matured" and is eligible for the next Payout.
If a Referred Customer is refunded (in whole or in part), the corresponding Commission is reversed:
Clawbacks apply regardless of how long after the original Charge the refund occurs.
We reserve the right to void or reverse any Commission entry where we have a reasonable belief that the underlying Charge or referral was fraudulent, in breach of this agreement, or otherwise improper. Affected entries will be visible to you in your ledger with a note indicating the reason.
We aim to make Payouts on or around the 1st and 15th of each calendar month ("bi-weekly"). 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.
The minimum Payout amount is £25 (or the equivalent in your payout currency: $32 USD or €30 EUR). If your matured balance is below the minimum on a given Payout date, the balance carries forward to the next eligible Payout.
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.
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. We are not liable for funds sent to incorrect details that you have provided.
If a Payout fails (for example, because of incorrect bank details), the matured 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.
Commissions are recorded in your nominated payout currency (GBP, USD, or EUR). Where a Referred Customer pays in a different currency, we convert the Commission at the exchange rate in effect at the time of accrual, using rates from the European Central Bank (via frankfurter.app). The exchange rate used is recorded immutably in your ledger.
You may change your payout currency at any time. Future Commissions will accrue in the new currency. Past Commissions remain in their original currency unless we agree otherwise in writing.
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.
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.
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.
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.
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.
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.
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.
You will not export, copy, or share Greymill customer data accessed through your referrals. Anonymised aggregate counts (e.g. "12 active referrals") shown in your dashboard may be used for your own marketing.
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.
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.
To the maximum extent permitted by law:
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.
Either party may terminate this agreement at any time, for any reason, by notice via email to the address registered on your account.
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.
We may pause your account (suspending new Commission accrual) pending investigation of a suspected breach. While paused, existing matured Commissions remain payable; pending Commissions continue to mature normally unless and until they are voided.
On termination by either party for reasons other than breach: any matured Commissions above the minimum Payout threshold will be paid out in the next regular Payout cycle. Pending Commissions will mature on their normal schedule and pay out then.
On termination by us for breach: all unpaid Commissions (pending and matured) are forfeited.
Sections 7 (tax), 10 (data protection), 12 (confidentiality), 13 (liability), 14 (indemnification), and 17 (disputes) survive termination.
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, any matured 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.
This agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-laws principles.
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.
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.
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.
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.
This agreement (together with our Privacy Policy and any custom rate schedule 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.
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.
A failure or delay by either party in exercising any right under this agreement does not constitute a waiver of that right.
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.
Notices to you will be sent to the email address on your partner account. Notices to us must be sent to partners@greymill.ai.
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.