1. Term

Your ability to participate in this Referral Program ends on 31 December 2023.

2. Eligibility

This Referral Program is open to all TNS Customers and/or Partners who do not have an existing Partner Referral Program Agreement or Reseller Partner Agreement with TNS.

3. By Participating in the Referral Program:

3.1 You agree to introduce TNS and its subsidiaries to referrals or prospects in accordance with the terms and conditions of this Referral Program (the “Agreement”), with a goal of TNS entering into a TNS Services Agreement to provide TNS Services to new customers. If your introduction to the referral or prospect results in TNS executing a TNS Services Agreement with the referral or prospect, TNS agrees to pay you the fee detailed in Section 7 below.

3.2 You agree that the referral or prospect shall have (or will have) a contractual relationship with TNS and not you in relation to the TNS Services provided through the TNS Services Agreement.

3.3 You agree that the fee as detailed in Section 7 below is inclusive of all costs incurred by you.

3.4 You agree to advise the referral or prospect that you will be compensated by TNS for your efforts to refer TNS Services to a new customer.

Referrals

4. In referring a referral/prospect to TNS, you agree to:

4.1 Provide the referral/prospect with any and all support materials that TNS supplies to you for the purposes of this Agreement:

4.2 Not make any representations to the referral/prospect about the price or capabilities of the TNS Services without TNS’s prior written consent; and

4.3 Act in accordance with all applicable laws and regulations, as well as in a professional and business-like manner. You agree not to do anything which is likely to cause harm to TNS and/or to TNS’ reputation.

5. In referring a referral/prospect to TNS, you act as an independent contractor, and not as TNS’ agent or employee.

Intellectual Property and Confidential Information

6. TNS owns all Intellectual Property Rights in the TNS Services, including any documents relating to the TNS Services. You may not use TNS’ logo or other intellectual property without TNS’ prior written consent. You agree to keep confidential all of TNS’s Confidential Information. This obligation survives termination of this Agreement.

Referral Fee

7. Subject to Section 8 below, if a referral from you results in an executed TNS Services Agreement for the provision of TNS Services to a new customer within a 12-month period from the day the referral was officially accepted by TNS and provided that the deal terms set forth in the TNS Services Agreement are satisfactory to TNS, TNS agrees to pay you the amount set forth in this Section 7.1 (the “Referral Fee”):

7.1 The Referral Fee for each new customer you refer is based on:

7.1.1 Two months of your monthly recurring service fees (excluding transaction related fees and/or software licence fees), as per the fees outlined in your monthly invoice from TNS, up to a total of USD $20,000 (or the local currency equivalent at the time this clause is triggered) per successful referral. The Referral Fee will be paid by way of a Credit Note for TNS Services or as a charitable contribution which will be payable to you at the time the applicable customer receives an invoice from TNS upon which the Referral fee is calculated; or

7.1.2 A 20% discount on any non-recurring fees (I.e. equipment purchase) of your next order, up to a total of USD $20,000 (or the local currency equivalent at the time this clause is triggered) per successful referral. You understand and agree that an order must be placed within a 12-month period after the new customer executes the TNS Services Agreement in order to be eligible for the 20% discount, if any.

7.2 The Referral Fee excludes any taxes, charges, fees or other amounts TNS may charge the customer.

7.3 If you breach your obligations set forth in this Agreement, all Referral Fee payments pursuant to this Agreement will cease from the date TNS becomes aware of the breach.

7.4 You agree that you shall be liable for the payment of any and all Taxes, as required by any applicable law.

8. If a TNS Services Agreement is terminated, TNS will cease paying you any further amount beyond any Referral Fee outstanding in relation to that TNS Services Agreement prior to the termination of such agreement.

Definitions

9. In this Agreement:

9.1 TNS Customer or Partner means a business entity that has an active commercial agreement with TNS.

9.2 Referral or Prospect means the new customer entity referred by you under this Referral Program.

9.3 New Customer means a new business entity that that does not have an existing open opportunity or commercial agreement with TNS or any of its affiliated business or subsidiaries.

9.4 Confidential Information means information relating to TNS or the TNS Services which is disclosed to you under this Agreement, including financial information, the method and manufacture of the TNS Services, prices, profits and sales, new business ideas, business strategies, marketing plans and studies, forecasts, computer programs, databases, computer codes, software ideas, know-how, technologies, concepts and designs, all information connected with research and development, customer or prospective customer lists (including lists of prospective or current customers), customer requirements, customer financial information, engineering specifications, or any documents marked as “confidential”. To avoid doubt, information is, or becomes, not Confidential Information if:

9.4.1 It is in the public domain; or

9.4.2 It enters the public domain after the commencement of this Agreement, otherwise than as a result of any unauthorized act or omission of the person to whom that information is disclosed:

9.4.3 It is already in the possession of the person to whom the information was disclosed at the time of disclosure and is not subject to obligations of confidentiality; or

9.4.4 Is required to be disclosed by law:

9.5 Intellectual Property Rights means any and all of TNS’ rights relating to the TNS Services, whether protected by statute or common law, and including without limitation trade secrets, copyright, trademarks, patents, registered designs and rights in circuit layouts.

9.6 Services Agreement means an executed agreement between TNS and a new customer for the provision of TNS Services to the customer:

9.7 Taxes means any and all applicable foreign, federal, state and local taxes, including without limitation all use, sales, value-added, surcharges, excise, franchise, property, commercial, gross receipts, license privilege or other similar taxes, levies, surcharges, duties, fees, or other tax-related charges by a government or quasi-governmental body, whether charged against you, customer or TNS, with respect to the TNS Services or the services you provide under this agreement, but excluding taxes imposed on TNS’ revenues or net income.

9.8 TNS Services means any services TNS supplies to the new customer, as further outlined in the executed TNS Services Agreement between both parties.

9.9 You means the referring organization.

10. Choice of Law. This agreement shall be governed by the laws of the of the place the Referral is made.

11. Entire Agreement. This Agreement, along with the schedules attached hereto, constitutes the complete and exclusive statement of the understanding between the parties and supersedes all proposals and prior agreements (oral or written) between the parties relating to the subject matter hereof. Any addition, deletion or modification to this Agreement shall not be binding on either party except by written amendment executed by authorized representatives of both parties.