Referral Bonus Module

1. DEFINITIONS AND INTERPRETATION

Capitalized words and phrases used in this Referral Bonus Module shall have the following meanings: 

“Direct Sell” means a direct commercial contract between TENEO and a Third-Party Client. 

“Partner Portal” means the website https://www.teneo.ai/solutions/partners for Partners provided by TENEO. 

“Prospect” means a future Third-Party Client of TENEO. 

“Prospect Order Form” means the applicable order document between the Prospect and TENEO. 

“Referral Bonus” means the finder’s fee to the Partner from TENEO based on newly signed TENEO SaaS Subscriptions between TENEO and a Prospect, from the actions of the Partner who introduced the Prospect to TENEO and followed a formal process to do so.  

“Third-Party Client” means a third-party who either directly or indirectly buys TENEO SaaS and who is neither TENEO nor the Partner nor its Affiliates.

2. GENERAL

2.1 Referral Bonus Module. This Referral Bonus Module extends the Partner Addendum https://www.teneo.ai/legal/partners/partner-addendum and shall apply to the provision of the partnership between Teneo AI AB and/or any of its Affiliates (“TENEO”) to the Partner indicated in the Order Form. This Referral Bonus Module only applies if it is explicitly referenced to as included in the Order Form. 

2.2 Online Documentation. This Referral Bonus Module is available at https://www.teneo.ai/legal/partners/referral-bonus-module. TENEO reserves the right to modify this Referral Bonus Module from time to time, to reflect new terms, or requirements. TENEO will notify the Partner when such amendments are made and post them on TENEO’ website. 

3. REFERRALS

3.1 Referral Bonus. A Partner may be eligible to receive a Referral Bonus if it submits a referral to TENEO sales organization through the Partner Portal, that referral meets the requirements described in this module and is approved by TENEO and is converted into a TENEO Direct Sell opportunity that closes within six (6) months after date the referral is submitted. For clarity, TENEO shall only make payment to the Partner entity that is covered by this Referral Bonus Module; TENEO will not make payment to Affiliates of Partner or other third parties or related entities. 

3.2 First Twelve-Month Subscription Revenue. The Referral Bonus applies only for TENEO SaaS, and is based on the TENEO SaaS Subscription fees only, set forth in the Prospect Order Form associated with such opportunity covering the 12-month period starting on the Prospect Order Form start date, net of any discounts, taxes payable and subsequent refunds not due to TENEO invoicing error or breach, and excluding fees for Consumption Services or third-party products or services (“First Year Net Revenue”).  

3.3 Referral Bonus Percentage. Unless otherwise specified in the Order Form, the standard Referral Bonus is 5% of the First Year Net Revenue. 

3.4 Referral Approvals & Requirements. Approving a referral will be done at TENEO sole discretion and Partner must be in good standing and in compliance with the terms of the GT&C, Partner Addendum and Referral Bonus Module since the moment of submission until TENEO final payment. 

3.5 New Prospect. To be considered an eligible referral opportunity, the referral shall be a Partner initiated opportunity regarding a new Prospect or account, this means a Prospect or account that is not in a sale process or in a current or former commercial relationship with TENEO. 

3.6 Limitations. Opportunities where the referred Prospect prohibits the inclusion of such referral fees in its payments to TENEO, or where the referred Prospect has paid or will pay such fees directly to Partner, are not eligible for Referral Bonus. The Prospect cannot be an Affiliate of the Partner. 

3.7 Payment Processing. TENEO will calculate Referral Bonus calendar quarterly arear, and payment of a Referral Bonus will be processed within forty-five (45) days of the calendar quarter during which the associated opportunity is closed. Payments made to Partner hereunder will be made by wire transfer, unless otherwise agreed between the Parties. 

3.9 Referral Bonus Refunds. TENEO will be entitled to a Referral Bonus refund if (a) TENEO makes a Referral Bonus payment to Partner in error, (b) if a referred Prospect fails to make required first-year TENEO SaaS Subscription fee payments to TENEO within sixty (60) days of the payment due date, or (c) if the applicable Prospect Order Form between TENEO and the referred Prospect is terminated before its agreed upon expiration date. TENEO will then be entitled to a refund of the corresponding Referral Bonus payments made to such Partner. Provided that if a non-paying Prospect does ultimately pay all amounts due, TENEO will repay Partner the applicable fees less a deduction for collection and administrative costs, not exceeding half of the total fee. TENEO may in its sole discretion choose to either offset such refundable amounts against fees TENEO owes to Partner hereunder, or invoice Partner for the refundable amounts; invoiced amounts are due and payable within thirty (30) days of the invoice date. TENEO right to a refund of which TENEO has not notified Partner will expire ninety (90) days after the one-year anniversary of the start date of the applicable Prospect Order Form.