Last Updated: 22/06/2026
These Referral Partner Terms and Conditions (the "Agreement") govern the referral program operated by Alumnilab Ltd.(Whistle), a company incorporated in England and Wales under company number 14358852 (trading as Whistle, hereinafter "Company", "we", "us", or "our") and the individual or entity introducing potential clients to us ("Partner", "you", or "your").
By making an introduction or participating in our referral program, you unconditionally agree to be bound by this Agreement.
1. Purpose and Scope
This Agreement establishes the contractual framework under which Partner may, from time to time, identify and introduce prospective corporate clients to the Company. This Agreement applies strictly to non-exclusive referral activities and does not grant any exclusive territory or rights to the Partner.
2. The Introduction Process
Because we do not use automated tracking forms or links, all referrals must be tracked via formal, documented communication to ensure accurate attribution.
- 2.1. Permitted Communication Channels: To qualify a lead, you must introduce the potential client to an authorized Whistle representative via one of the following methods:
- A group email introduction (CC’ing the prospective client and an official @whistle.ltd email address).
- A group WhatsApp chat introducing the prospective client directly to an authorized Whistle representative.
- A group LinkedIn message or a shared LinkedIn conversation thread featuring the prospective client and an authorized Whistle representative.
3. Qualified Referrals & Evaluation Period
A "Qualified Referral" is defined as a prospective corporate client that strictly meets all of the following criteria:
- 3.1. Novelty: The referred client must be a completely new contact for Whistle. They must not be an existing client, a former client, or a lead actively sitting in our current sales pipeline, marketing database, or customer relationship management (CRM) system at the time of the introduction.
- 3.2. Whistle Evaluation SLA: Following an introduction via a Permitted Communication Channel, Whistle will use reasonable endeavors to review its database and notify the Partner within two (2) Business Days to confirm whether the lead qualifies as a new, unique referral or if they are already in our system. For the avoidance of doubt, Whistle’s silence or failure to respond within this timeframe shall not constitute automatic qualification or acceptance of a lead, and no commission shall ever accrue on a lead that was already known to Whistle.
- 3.3. Timing and Attribution: If multiple partners introduce the same prospective client, the Qualified Referral status and any associated commission will be awarded solely to the partner who made the first successful introduction based on verifiable message timestamps. Whistle's internal system timestamps shall serve as the definitive record in any dispute.
4. Referral Fees, Payouts, and Forfeiture
- 4.1. Commission Structure: For each Qualified Referral that results in a fully executed customer agreement, Company will pay Partner a standard referral fee equal to ten percent (10%) of the gross monthly retainer values actually received and collected by Whistle during the initial contract term signed by the client upon onboarding, unless a different fee or custom percentage is otherwise expressly agreed upon in writing by an authorized Whistle director for a specific deal.
- 4.2. Scope of Fee: The 10% commission applies strictly to the baseline initial contract value signed by the client upon onboarding. It does not apply to subsequent contract renewals, upsells, expanded project scopes, cross-sells, or auxiliary services unless explicitly agreed upon in writing by an authorized Whistle director.
- 4.3. Deductions & Adjustments: Referral fees are calculated net of any client discounts, bad debt write-offs, refunds, chargebacks, VAT, sales taxes, withholding taxes, currency conversion fees, or credit card and banking processing fees, and are only payable from cleared funds actually collected from the client.
- 4.4. Payout Timeline: Fees are calculated monthly and paid within thirty (30) days following the end of the calendar month in which Whistle successfully collected the corresponding cleared funds from the client.
- 4.5. Effect of Notice and Forfeiture: Upon the issuance or receipt of a termination notice by either party pursuant to Clause 5, or immediately upon any breach of this Agreement by Partner, all rights to any further referral fees, pending pipeline commissions, or payouts on historical introductions shall immediately cease and be entirely forfeited. Whistle shall have zero liability to pay any commission or fee to Partner on any contract signed by a referred client, or funds collected from a client, following the date of a termination notice, irrespective of whether the Partner initiated or facilitated the relationship prior to termination.
5. Term and Termination
- 5.1. Termination for Convenience: Either party may terminate this Agreement and the referral relationship at any time, with or without cause, by giving thirty (30) days' prior written notice to the other party via email.
- 5.2. Termination for Cause: Whistle may terminate this Agreement with immediate effect by written notice to Partner if Partner breaches any provision of Clause 6 (Code of Conduct), Clause 7 (Confidentiality), or Clause 8 (Data Protection and Privacy).
- 5.3. Survival: Clauses 4.5, 7, 9, 10, and 11 shall survive the termination or expiration of this Agreement for any reason.
6. Code of Conduct and Representations
- 6.1. Honest Representation: When introducing Whistle, you may not make any binding promises, quote custom pricing, or offer guarantees regarding our services or performance deliverables that deviate from our official published marketing materials. Partner shall not sign contracts or make representations on behalf of Whistle.
- 6.2. Relationship Disclosure: Partner agrees to act transparently. Partner must disclose to the prospective client clearly and conspicuously, prior to the introduction, that Partner may receive a financial referral fee if the client chooses to engage Whistle, in strict compliance with applicable local laws, consumer protection regulations, and platform rules.
- 6.3. Anti-Spam Compliance: You must obtain the prospective client's explicit prior consent before adding a Whistle representative to a group chat, email thread, or conversation. "Cold-tagging," scraping contact information, or adding random individuals to communication groups without their verifiable permission is strictly prohibited and constitutes a material breach.
7. Intellectual Property Rights
- 7.1. Ownership: As between the parties, Alumnilab Ltd.(Whistle) owns and retains all right, title, and interest, including all Intellectual Property Rights, in and to its services, software, core technology, platforms (including WhistleOS), marketing materials, and corporate marks. Nothing in this Agreement grants Partner any ownership or license rights in Whistle’s core tech or intellectual property.
- 7.2. Limited Trademark License: Whistle grants Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to use Whistle’s name, logo, and pre-approved marketing assets solely for the purpose of identifying and introducing prospective clients under this Agreement. Partner must strictly adhere to any trademark usage guidelines provided by Whistle and must immediately cease all usage upon termination of this Agreement.
8. Data Protection and Privacy
- 8.1. Compliance: Both Parties will comply with all applicable requirements of Data Protection Legislation, including the UK GDPR and the Data Protection Act 2018.
- 8.2. Independent Controllers: The parties acknowledge that for the purposes of transferring business contact data under this Agreement, each party acts as an independent Controller. Partner warrants that it has a lawful basis (including necessary notices and consents where required) to transfer prospective client data to Whistle via the Permitted Communication Channels.
- 8.3. Indemnity: Partner shall fully indemnify, defend, and hold harmless Alumnilab Ltd.(Whistle) from and against any and all claims, liabilities, losses, regulatory fines, and legal expenses arising directly out of Partner's failure to comply with Data Protection Legislation or its anti-spam obligations under Clause 6.3.
9. Confidentiality
- 9.1. Non-Disclosure: Each Party undertakes that it shall not at any time during the term of this Agreement, and for a period of three (3) years after termination, disclose to any third party any Confidential Information of the other Party, including but not limited to pricing structures, client lists, service processes, and business strategies.
- 9.2. Permitted Disclosure: Either party may disclose the other party's Confidential Information to its employees or professional advisers who need to know such information to execute this agreement, or as required by a court of competent jurisdiction.
10. Limitation of Liability
- 10.1. Exclusions: Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
- 10.2. Direct Damages Cap: Subject to Clause 10.1, Whistle’s total aggregate liability in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Agreement shall be strictly limited to the total referral fees actually paid by Whistle to Partner under this Agreement during the twelve (12) months immediately preceding the date on which the claim arose.
- 10.3. Exclusion of Consequential Loss: In no event shall Whistle be liable to Partner for any loss of profits, loss of business opportunity, damage to goodwill, loss of data, or any special, indirect, or consequential losses or damages whatsoever arising out of or related to this Agreement.
11. Legal Relationship
This Agreement does not create an employment relationship, agency, joint venture, or formal legal partnership. Partner acts strictly as an independent referrer. Partner has no authority, express or implied, to sign contracts, issue invoices, negotiate terms, or legally bind Alumnilab Ltd.(Whistle) to any obligations or liabilities whatsoever.
12. Governing Law and Jurisdiction
- 12.1. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
- 12.2. Jurisdiction: The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.
