Terms of Referral

The following definitions and rules of interpretation apply in these terms & conditions:

Definitions and Interpretations

Agreed Rate

The rate of commission agreed by NoCo and the Referral Partner payable to the Referral Partner upon a successful conversion of a referral to a NoCo Platform License under the terms of this agreement herein.

Commencement Date

The date of acceptance of the terms of referral. 

Communal Space

Any space outside of the Workspace within the Estate.

Company Representative

the individual appointed by the Licensee who has access to the Licensee Account and who has authority to bind the Licensee for the purpose of the terms of referral.

Company User(s)

Any nominee, employee or contractor of the Licensee who has been assigned to a Workspace by the Company Representative pursuant to the terms of referral. 

Confidential Information

All information, know-how, prices, processes and initiatives of the Licensor or any holding companies or subsidiary of the Licensor, be they fully or partly owned.

Deposit

The amount that must be paid prior to the occupation of the Workspaces as set out in the Licensee Account.  

Estate

Any premises set out on the NoCo Platform where a Workspace is located.

General Manager

The individual responsible for the general management and upkeep of the Estate. 

House Rules

The House Rules are terms as set out by the Third Party Provider which apply to the nature of the Company User’s Permitted Use and occupation of the Workspace within their Estate. The House Rules will be provided by the Third Party Provider at the point of induction to the Workspace. 

Landlord

The owner or operator of the Estate. 

License Fee

The sum payable by the Licensee to the Licensor for the occupation and use of the Workspace as set out in the Licensee Account. 

License Period

The period from the Commencement Date until termination of the terms of referral in accordance with clause 8 (Termination).

Licensee

A person or company given authority by the Licensor to use and occupy a Workspace pursuant to the terms of referral.

Licensee Account

The Licensee’s account section on the NoCo Platform where the Licensee can inter alia pay the License Fee, select a Workspace, and amend the Company Users.

Licensor

NoCo Commercial Limited t/a NoCo, registered at 32 Baggot Street Upper, Dublin 4, D04 E8K6

Monthly Subscription

The 30 day period starting on the date which the License Fee is paid and expiring on the end of the 30 day period (inclusive of the first day of payment).

NoCo Platform

The platform provided by the Licensor on www.nocoworkspace.com whereby Licensees can create an account to book a Workspace.

Permitted Use

The use of the Workspace shall be exclusively for office purposes only. 

Platform License

The license whereby the Licensor grants the Licensee access to the NoCo Platform where the Licensee can create a Licensee Account.

Notice Period

The minimum period of notice as set out in the terms of referral which the Licensee is required to notify the Licensor of termination of the License Period via the Licensee Account.      

Referral Partner

A person or company who has introduced a client to NoCo Commercial and on successful conversion of that client to a subscription to a platform license earns a commission as set out in the terms herein.

Terms of Referral

The terms set out herein as may be amended from time to time as per the NoCo Platform.                                                                                            

Third Party Provider

A person or company who has given authority to the Licensor to license the occupation of a Workspace within their Estate pursuant to the terms of referral.

Workspace

The portion of the Estate allocated to the Licensee for occupation as set out in the Licensee Account section of the NoCo Platform pursuant to the terms of referral.

Workspace Commission

The portion of the monthly workspace price less the cost of sale payable by NoCo to the workspace partner for the licensing of a workspace pursuant to NoCo’s terms of referral.

Workspace License

The license whereby the Licensor grants the Licensee access to the Workspace.

References to clauses and schedules are to the clauses and schedules of the terms of referral and references to paragraphs are to paragraphs of the relevant schedule. 

The schedules form part of the terms of referral and shall have effect as if set out in full in the body of the terms of referral. Any reference to the terms of referral includes the schedules.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

A reference to a party shall include that party’s successors and permitted assigns

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

Overview

NoCo Commercial Limited offers our partners a referral program in which the referral partner can earn a commission for the successful introduction and conversion of a client to NoCo Platform. NoCo’s referral program operates under the following terms; 

The Referral

The referral partner must introduce the client to NoCo via the agreed channel, details of which will be supplied by the NoCo Referral Program Manager. 

Upon the introduction of the client, NoCo will acknowledge the referral of the client to the referral partner upon successful initial contact with the referred client.

The referred client must:

not be an existing NoCo client

not have been a NoCo client within 12 months of the referral date

not have been previously referred by another referral partner who is currently, or has previously participated in the NoCo Referral Program 

If in the event a client has been referred by one or more other Referral Partners, the introduction of a client via the agreed channel at the earliest date will be deemed the success referral.

Commission Rate

Upon the successful conversion of the referral to a NoCo Platform Subscription, the referral partner will be entitled to receive the following;

Platform License Commission

At the Agreed Rate of the referred client’s monthly platform license fee.

Workspace Commission

At the Agreed Rate of the monthly commission on any of the client’s workspace subscriptions.

Commission is not payable for the payment of any deposit charged by NoCo to the client on behalf of its third party providers for any workspace subscriptions.

Commission Period

Commissions will be payable from the commencement date of the platform license and up to the date of termination of the license up to a maximum of 24 months.

Commission Payment

Payment of the commission shall be made within 90 days of the receipt of an invoice from the referral partner. 

NoCo will issue a monthly statement to the referral partner detailing their referred clients active subscriptions and the commission payable. 

Upon receipt of the monthly statement, the referral partner should immediately issue an invoice to NoCo for the detailed amount.

Termination

This agreement shall be terminated by either party in the event that;

the other Party commits a material breach of these terms which is not capable of remedy; 

the other Party commits a material breach of these terms and (if such breach is capable of remedy) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

the other Party ceases to do business, becomes unable to pay its debts as they fall due within the meaning of section 570 of the Companies Act 2014, becomes or is deemed insolvent, has a receiver, manager, examiner, or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction to which the non-terminating party has previously agreed in writing), enters into liquidation (whether compulsory or voluntary), or suffers or undergoes any analogous process to the above in any jurisdiction; 

To terminate the terms of referral the Referral Partner must deliver notice to the Licensor via the Referral Partner Account, no later than 30 days prior to the end of the Monthly Subscription, if notice is not delivered 30 days prior to the end of the Monthly Subscription, the Licensor will automatically bill the Referral Partner for payment of the License Fee for a subsequent Monthly Subscription.

Termination under any of the provisions contained within this clause shall not affect the rights of action of either party in respect of any prior breach of any of the obligations, agreements, terms, and conditions of the Referral Partner contained in this Terms of Referral.

Nature of the Agreement

This agreement is personal to the Referral Partner and may not be transferred or otherwise disposed of to any other person or body.

Confidential Information 

All Confidential Information disclosed by NoCo to the Referral Partner remains the sole and exclusive property of NoCo. The Referral Partner acknowledge and agree that nothing in the Terms of Referral or the participation in the Referral Program will be construed as granting any rights to the Referral Partner or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of the NoCo, or any other user.

Force Majeure

No party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the terms of referral for failure or delay in fulfilling or performing any obligation under the terms of referral when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, pandemics, epidemic, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labour disturbances, acts of God or acts, omissions or delays in acting by any governmental authority (“Force Majeure Event”); provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.

Variation

These Terms of Referral may be varied at any time at the sole and absolute discretion of the NoCo. Prior notice to the Referral Partner of any such alterations will be provided not less than 14 days before any such alterations come into effect.  Unless the Referral Partner objects to these changes once notified, the Referral Partner will be deemed to have accepted them.

Assignment

The Referral Partner will not transfer or assign any part of the Terms of Referral or any rights or obligations therein without NoCo’s prior written consent.

Severance

If any provision of the Terms of Referral or part-provision of the Terms of Referral is or becomes invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms of referral.

Governing law and jurisdiction

The Terms of Referral 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 law of the Republic of Ireland.

Each party irrevocably agrees that the courts of the Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms of Referral or its subject matter or formation (including non-contractual disputes or claims).