PreShiftIQ Referral Partner Agreement
This agreement sets out the terms under which a Referral Partner introduces opportunities to PreShiftIQ and is compensated for them. Compensation follows the fee rules published in this agreement: partners are paid for outcomes PreShiftIQ actually receives, never for influence; scoring and matching are payment-blind by construction; no party can purchase placement, ranking, scoring, or catalog inclusion at any price.
1. Parties and Purpose
This agreement is between PreShiftIQ ("PreShiftIQ") and the individual named at signature (the "Referral Partner"). PreShiftIQ operates an independent, buyer-side intelligence platform for supply chain technology. The Referral Partner introduces prospective buyers, consultants, private equity firms, or subscription customers to PreShiftIQ using a unique referral code and is compensated as described below.
2. Definitions
"Referral Code" means the unique code issued to the Referral Partner by PreShiftIQ.
"Opportunity Referral" means a prospective buyer who signs up with the Referral Partner's Referral Code, producing a single, specific technology selection opportunity.
"Channel Referral" means the introduction of a consultant or private equity firm (a "Channel Entity") that may generate multiple opportunities over time.
"Subscription Referral" means the introduction, with the Referral Partner's Referral Code, of an organization that opens a paid subscription account with PreShiftIQ, including a vendor intelligence, consultant, or analytics subscription (a "Subscription Account").
"Success Fee" means the fee a vendor pays PreShiftIQ at PreShiftIQ's published rate when the matched buyer pays the vendor.
"PreShiftIQ Compensation" means the amounts PreShiftIQ actually receives, as Success Fees on an attributed opportunity or as subscription fees on an attributed Subscription Account.
3. Referral Code and Attribution
Attribution is first-touch and permanent: the first Referral Code associated with a signup, a Channel Entity, or a Subscription Account governs, and later claims do not displace it. Each Opportunity Referral must be a new opportunity, presented by the Referral Partner as new. A Referral Partner is paid once per attributed opportunity; separate future opportunities from the same buyer are new opportunities and must be separately presented.
4. Compensation
The Referral Partner is paid on PreShiftIQ Compensation as follows:
- Success fees: twenty percent (20%) of each Success Fee PreShiftIQ actually receives from a vendor on an attributed opportunity.
- Subscriptions: twenty percent (20%) of the first-year subscription value of each Subscription Account the Referral Partner refers, paid as PreShiftIQ receives it. First-year subscription value means the subscription fees payable to PreShiftIQ for the first twelve months of that account.
Example (success fee): if the matched buyer's first-year contract value with the selected vendor is $200,000, the vendor's Success Fee at the published 5% rate is $10,000, and the Referral Partner is paid $2,000 as that fee is received.
Example (subscription): if a referred organization opens a Subscription Account whose first twelve months of fees total $12,000, billed monthly at $1,000, the Referral Partner is paid $200 as each monthly payment is received, $2,400 in all.
Referral compensation never touches scoring, matching, or disclosure. It is computed from payments PreShiftIQ has received, after the fact, outside the scoring path; it cannot be read by the matching engine and has no effect on any vendor's scorecard, match eligibility, fit index, or position on any buyer's shortlist, or on what is disclosed to any party.
5. Governing Vendor Terms
Payout on a Success Fee is governed first by PreShiftIQ's terms with the vendor on the attributed opportunity. PreShiftIQ's terms with vendors are the published rate, identical for every vendor (preshiftiq.com/how-we-are-paid), and the Referral Partner's compensation is calculated only on what PreShiftIQ actually receives under those terms. No payout is owed on any assumed, standard, or expected fee schedule.
6. Payment Timing
Each payout is made within twenty-one (21) days of PreShiftIQ's receipt of the corresponding payment from the vendor or subscription customer. Payment to the Referral Partner is conditioned on PreShiftIQ's receipt: if PreShiftIQ does not receive a payment, no corresponding payout is owed. Payouts are calculated per payment received; partial payments produce proportional payouts.
7. Channel Referrals
When the Referral Partner introduces a Channel Entity that is new to PreShiftIQ, the Referral Partner earns the subscription share in Section 4 on that Channel Entity's subscription fees for the first twelve (12) months of that Channel Entity's subscription, and nothing more. No Channel Entity may be claimed if PreShiftIQ has a documented prior relationship with it; documentation standards mirror those PreShiftIQ applies to vendor prior-relationship claims.
No Referral Partner is paid any share of a Success Fee, or of any other fee a vendor pays, on an opportunity of a buyer who came to PreShiftIQ through a Channel Entity, whether that opportunity is attributed to the Referral Partner directly or through the Channel Entity. A Channel Entity bringing its own clients to PreShiftIQ is using the platform, not making a referral, and vendor money never reaches a buyer's advisor.
8. Independent Status and Conduct
The Referral Partner is an independent party, not an employee, agent, or representative of PreShiftIQ, and may not make commitments on PreShiftIQ's behalf or represent PreShiftIQ's fees, scoring, matching, or vendor terms to any party. The Referral Partner is responsible for their own taxes on amounts paid under this agreement.
9. Term and Termination
Either party may end this agreement at any time with written notice. Amounts already accrued under Sections 4 through 7 at the time of termination remain payable per Section 6. The subscription share under Section 7 survives termination for the rest of its twelve-month period on any Channel Entity introduced before the termination date.
10. General
This agreement is the entire agreement on referral compensation and supersedes prior discussions. PreShiftIQ maintains a complete, time-stamped record of attribution and payout events; that record governs in any dispute over amounts or timing.
This agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and any dispute arising from it is brought in the courts located in New Castle County, Delaware.