Referral Programme

Terms & Conditions

Last updated: 30 March 2026

1. Definitions

"Referrer" means the individual or entity enrolled in the Certainly Referral Programme who submits a Referral.
"Referral" means a prospective customer introduced to Certainly by a Referrer via the unique referral link or manual lead submission.
"Qualified Conversion" means a Referral that becomes a paying Certainly customer by executing a subscription agreement and making at least one payment.
"Subscription Revenue" means the recurring subscription fees paid by the Referred Customer to Certainly, excluding one-time setup fees, professional services, overages, and taxes.
"ACV" (Annual Contract Value) means the total Subscription Revenue for the first 12 months of the Referred Customer's contract, or the total Subscription Revenue for the full contract term if shorter than 12 months.
"Programme" means the Certainly Referral Programme as described in these Terms and Conditions.
"Referred Customer" means a prospective or actual customer of Certainly who has been introduced via a Referral.

2. Eligibility

Referrers must be at least 18 years old and must not be current employees, contractors, or affiliates of Certainly.
Self-referrals are strictly prohibited. You may not refer your own company, a company you own, or a company where you are a decision-maker on the purchasing agreement.
The Referred Customer must be a net-new prospect with no prior commercial relationship, active sales engagement, or existing account with Certainly at the time of referral submission.
Certainly reserves the right to reject any Referral that does not meet the eligibility criteria at its sole discretion.
By enrolling in the Programme, the Referrer represents and warrants that all information provided during registration is accurate and complete.

3. Commission Structure

Commission is calculated as a percentage of the Referred Customer's first-year Subscription Revenue only. One-time fees, professional services, integrations, and overages are excluded.
Silver tier (10% commission): applies to Referrers with 1 to 2 Qualified Conversions in a rolling 12-month period.
Gold tier (15% commission): applies to Referrers with 3 to 5 Qualified Conversions in a rolling 12-month period.
Platinum tier (20% commission): applies to Referrers with 6 or more Qualified Conversions in a rolling 12-month period.
Tier status is evaluated on a rolling 12-month basis. If your Qualified Conversions within the trailing 12 months drop below a tier threshold, your commission rate adjusts accordingly for new conversions.
Commission is earned only upon Qualified Conversion. No commission is payable for Referrals that do not result in a signed subscription agreement and at least one completed payment.

4. Short-Term and Proof of Concept (POC) Contracts

If a Referred Customer signs a contract shorter than 12 months (for example, a 3-month Proof of Concept), commission is calculated on the total Subscription Revenue for the actual contract duration.
Example: a 3-month POC at EUR 2,000 per month equals EUR 6,000 total Subscription Revenue. At Silver tier (10%), the commission would be EUR 600.
If the Referred Customer subsequently converts to a standard annual subscription, no additional commission is payable on the renewal or extension. Commission applies only to the initial contract.
Trial periods or free pilot programmes that do not involve any payment do not qualify as a Qualified Conversion.
If a POC contract is terminated early by the Referred Customer, commission is calculated only on the Subscription Revenue actually received by Certainly.

5. Payment Terms

Commission payments are made within 30 days of Certainly receiving payment from the Referred Customer.
If the Referred Customer pays annually upfront, commission is paid in a single lump sum within 30 days of receipt.
If the Referred Customer pays monthly, commission is paid monthly in arrears. Each monthly commission instalment is paid within 30 days of Certainly receiving the corresponding monthly payment.
Payments are made via bank transfer, PayPal, or card to the account details provided by the Referrer in the referral portal. It is the Referrer's responsibility to provide and maintain accurate banking or payment information.
All commission amounts are stated before any applicable taxes. The Referrer is solely responsible for reporting and paying any taxes, duties, or social contributions on commission income in their jurisdiction.
Where payment is made by card, a 5% surcharge will be deducted from the commission amount to cover card processing fees.
Certainly reserves the right to withhold commission payments if the Referrer has not provided valid payment details or if there is a pending dispute or investigation relating to the Referral.
Commission payments below EUR 50 may be accumulated and paid when the total reaches EUR 50 or at the end of each calendar quarter, whichever comes first.

6. Referral Attribution and Tracking

Referrals are tracked via the unique referral link provided in your dashboard or via manual lead submission through the referral portal.
Attribution from a referral link click is valid for 90 days from the first click. If the prospect does not become a paying customer within 90 days of the first click, the referral expires.
For manually submitted leads, the 90-day attribution window begins from the date of submission.
If a prospect is independently identified by Certainly's sales team before or concurrently with the referral, Certainly's internal pipeline takes precedence and no commission is payable.
In the event of a dispute over referral attribution, Certainly's decision is final and binding.
Certainly is under no obligation to disclose internal pipeline information or sales data to the Referrer as part of any attribution dispute.

7. Refunds, Chargebacks and Clawbacks

If a Referred Customer cancels their subscription or receives a refund within the first 90 days of their contract, any commission paid to the Referrer for that conversion will be clawed back in full.
If a Referred Customer's payment is charged back or reversed at any point, the corresponding commission is forfeited.
Certainly reserves the right to deduct clawback amounts from future commission payments.
If no future commission payments are due, the Referrer agrees to repay the clawback amount within 30 days of receiving written notice from Certainly.

8. Prohibited Conduct

Referrers must not use misleading, deceptive, or unethical marketing practices to generate referrals.
Referrers must not bid on Certainly's brand terms (for example, "Certainly" or "Certainly.io") in paid search or social media advertising.
Referrers must not impersonate Certainly employees or representatives, or imply any formal partnership beyond this Programme.
Referrers must not send unsolicited bulk communications (spam) to generate referrals.
Referrers must not offer kickbacks, rebates, or other financial inducements to prospects in exchange for signing up through a referral link.
Violation of any prohibited conduct may result in immediate termination from the Programme, forfeiture of all unpaid commissions, and clawback of previously paid commissions.

9. Data Protection and Privacy

Referrers must comply with all applicable data protection laws, including the EU General Data Protection Regulation (GDPR), when collecting and sharing prospect information.
By submitting a Referral, the Referrer confirms that they have a lawful basis (such as legitimate interest or consent) to share the prospect's contact information with Certainly.
Certainly will process Referrer and Referred Customer personal data in accordance with its Privacy Policy, available at certainly.io/privacy.
Referrers must not share personal data beyond what is strictly necessary for the referral, specifically: name, email, company name, and a brief description of the opportunity.

10. Confidentiality

Referrers must keep confidential any non-public information shared by Certainly, including pricing, product roadmap, commission amounts, and customer information.
This obligation survives termination of participation in the Programme and continues for a period of 2 years after termination.

11. Programme Changes and Termination

Certainly reserves the right to modify commission rates, tier thresholds, or Programme terms with 60 days' written notice to active Referrers.
Referrals submitted before the effective date of any changes will be honoured under the terms in effect at the time of submission.
Either party may terminate participation in the Programme at any time with 30 days' written notice.
Upon termination, the Referrer remains entitled to commission on Qualified Conversions that occurred before the termination date, subject to all other terms herein.
Certainly may immediately terminate a Referrer's participation for breach of these terms without notice.
Certainly reserves the right to suspend or discontinue the Programme entirely with 90 days' written notice to all active Referrers.

12. Limitation of Liability

Certainly's total aggregate liability under this Programme is limited to the commission amounts actually owed to the Referrer at the time of claim.
Certainly is not liable for any indirect, incidental, consequential, or punitive damages arising from participation in the Programme.
The Programme does not create an employment, agency, joint venture, or partnership relationship between the Referrer and Certainly.
The Referrer participates in the Programme as an independent party and has no authority to bind Certainly or make representations on its behalf.

13. Entire Agreement and Severability

These terms constitute the entire agreement between the Referrer and Certainly regarding the Referral Programme and supersede all prior oral or written communications on this subject.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

14. Governing Law and Jurisdiction

These terms are governed by and construed in accordance with the laws of Denmark.
Any disputes arising out of or in connection with these terms shall be submitted to the exclusive jurisdiction of the courts of Copenhagen, Denmark.