1. Scope
These Terms and Conditions (“Terms”) govern participation in the Innovature Partner Program (“Program”) submitting the Partner Program application form, you (“Partner”) acknowledge that you have read and agree to these Terms. Full contractual terms are set out in the signed Referral and Strategic Partner Agreement executed between the Partner and the Company; these Terms summarize the key commercial provisions for reference prior to signing.
2. What Counts as a Referral
A Referral is a documented introduction you make to a prospective client (“Referred Client”) that leads to a signed service agreement and the start of billable work with Innovature. A qualifying introduction requires that the prospective client has been informed of the referral and is expecting contact from us. Simply mentioning our name does not count.
To be valid, the Referred Client must not already be an existing Innovature client, an active prospect we are already pursuing, or an opportunity already logged in our CRM before your referral.
You must have the prospective client’s consent to share their contact details, and you must submit the referral to us in writing. We will confirm in writing once it is accepted and registered as a qualified referral. A registered referral stays valid for 6 months if no service agreement is signed with the Referred Client in that window, the registration expires and no fee is payable.
3. Compensation
There are two types of compensation, depending on your level of involvement:
- One-Time Referral Fee, available to all qualifying Partners for a successful introduction.
- Strategic Partner Revenue Share (SPRS), available in addition, if you actively participate in the sales process (e.g. joining sales kick off meetings, facilitating communication & stakeholder engagement, providing strategic guidance, or supporting deal success) and materially help close the deal.
3.1 One-Time Referral Fee
The fee is calculated from the Referred Client’s first full calendar month of billable revenue (partial months, pilots, implementation, or ramp-up periods do not count), according to the schedule below:
| First-Month Billable Amount (USD) | One-Time Referral Fee (USD) |
|---|---|
| $1,000 – below $1,500 | $300 |
| $1,500 – below $4,500 | $450 |
| $4,500 – below $9,000 | $1,350 |
| $9,000 – below $16,500 | $2,700 |
| $16,500 – below $31,500 | $6,000 |
| $31,500 or more | $10,000 |
The fee is a fixed, one-time payment. It does not apply to renewals, extensions, expansions, upsells, cross-sells, or additional scopes of work beyond the initial engagement.
3.2 Strategic Partner Revenue Share
Where you materially contribute to closing the deal, you also receive 3% of the Net Monthly Billable Amount (revenue invoiced and collected from the Referred Client, net of bank/transaction fees, taxes, and credits/refunds) for 12 consecutive months from service commencement. Whether your participation qualifies is determined by Innovature in good faith.
3.3 Payment
- Referral Fee: paid within 30 days of eligibility being confirmed, as cash wire transfer, service credit, or invoice discount (Innovature’s choice unless otherwise agreed in writing).
- Revenue Share: calculated and paid quarterly in arrears, within 30 days of each quarter end, and only for periods where the Referred Client has actually paid and remains in good standing.
- All fees are exclusive of taxes; the Partner is responsible for any tax obligations on amounts received.
4. Eligibility Conditions
Compensation is only payable once all of the following are met:
- You actively facilitated the introduction as described in Section 2.
- The referral was registered and accepted by Innovature in writing.
- Innovature independently qualified, priced, negotiated, and contracted with the Referred Client.
- The Referred Client completes 3 consecutive full months of active billing, including a fully completed first month, without material payment default.
- You remain in compliance with the Partner Agreement.
5. Limits
- Only one referral fee is paid per Referred Client, no matter how many partners were involved.
- No compensation is paid for renewals, extensions, expansions, additional projects, or cross-sell/upsell opportunities, unless Innovature agrees otherwise in writing.
- This Program is non-exclusive. Innovature may run similar arrangements with other partners, and you have no ownership or exclusivity over any Referred Client.
6. Conduct and Confidentiality
By participating, you represent that your referral activities comply with applicable law, and that no improper payments, kickbacks, or undisclosed benefits are involved in any referral.
Both parties keep confidential any non-public information shared in connection with the Program, including pricing, client names, and commercial terms except as required by law.
7. Non-Circumvention
During your participation in the Program and for 24 months after it ends, you may not bypass Innovature to deal directly with a Referred Client, solicit or contract with a Referred Client without our written consent, or use information gained through the Program to pursue that business independently. This does not apply to organizations you already had a documented business relationship with before the referral.
8. Term and Termination
Either party may end participation in the Program with 30 days’ written notice. Ending participation does not affect compensation already earned before the termination date. Innovature may end a Partner’s participation immediately for a material breach of the Agreement, and may update the referral fee schedule or revenue share rate for future referrals with 30 days’ notice — any referral already registered before that notice keeps its original terms.
9. Amendments
Innovature reserves the right to update or modify these Terms at any time. The updated Terms will be posted on this page with a revised version date. Your continued participation in the Program, including submitting new referrals after an update is posted constitutes acceptance of the revised Terms. If you do not agree to an update, you must notify Innovature in writing and discontinue participation.
Innovature may change Referral fee schedule and Strategic Partnership Revenue Share (SPRS) rate for future referrals with 30 days’ written notice. Any referral already registered and confirmed before that notice keeps the fee terms in effect at the time of registration.
No amendment to the signed Agreement is valid unless made in writing and signed by both parties — this page is a summary notice mechanism and does not itself amend the Agreement’s substantive terms.
10. Governing Law
These Terms and the underlying Partner Agreement are governed by the laws of the Republic of Singapore, with the courts of Singapore having exclusive jurisdiction.
11. Full Agreement
These Terms are a summary. The complete, binding terms are set out in the signed Referral and Strategic Partner Agreement between the Partner and Apensia Pte. Ltd., which governs in the event of any conflict with this page.
12. Contact
For any questions regarding these terms, or to submit your inquiries, please reach out to our team:
- Email: [email protected]
- Phone: + 84 28 2221 5580
- Whatsapp: +84 91 870 5429