Terms & Conditions: Referral Program

1. Purpose of the Referral Program

The Vertex Workforce Referral Program enables eligible individuals and organizations to introduce potential customers, delivery partners, professionals, resources, job opportunities, workforce requirements, and other qualified business opportunities to Vertex Workforce.

The Program is designed to expand the Vertex Workforce ecosystem by creating meaningful connections between organizations, professionals, partners, and workforce opportunities.

Participation in the Referral Program does not create any guarantee of acceptance, business, employment, engagement, commission, payment, or reward.

2. Referral Categories

Referral Partners may submit referrals under categories including:

Customer Referrals — Organizations that may require workforce solutions, professional resources, individual specialists, resource augmentation, project teams, consulting services, or related services.

Delivery Partner Referrals — Consulting firms, technology companies, staffing organizations, implementation partners, professional-services firms, or other organizations that may provide delivery capabilities to Vertex Workforce or its customers.

Resource / Professional Referrals — Individuals with professional skills, qualifications, experience, or expertise who may be interested in employment, consulting, contract, project, remote, hybrid, or on-site opportunities.

Job / Opportunity Referrals — Open roles, workforce requirements, consulting assignments, projects, contract opportunities, staffing needs, or similar opportunities where Vertex Workforce may be able to identify or provide suitable resources.

Vertex Workforce may introduce additional referral categories or discontinue existing categories at its discretion.

3. Eligibility

Participation is generally available to individuals or organizations legally capable of entering into binding agreements.

Referral Partners must provide accurate registration information and may be required to complete identity, business, tax, compliance, or payment verification before becoming eligible for referral benefits.

Vertex Workforce may approve, reject, suspend, or terminate Referral Program registrations based on eligibility, compliance requirements, business considerations, suspected misuse, or other reasonable grounds.

Registration alone does not create entitlement to receive referral compensation.

4. Referral Partner Registration

Referral Partners may be required to create an account and provide information including their name, contact information, location, professional details, organization, payment information, tax information, and areas of referral interest.

The Referral Partner is responsible for ensuring that registration information remains accurate and current.

Accounts may not be transferred, sold, shared, or assigned without written approval from Vertex Workforce.

5. Submission of Referrals

Referral Partners must submit referrals through the method designated by Vertex Workforce, such as the Referral Partner portal, referral form, authorized email address, or another approved channel.

A referral should include sufficient information for Vertex Workforce to understand, validate, and pursue the potential opportunity.

Submission of a name without meaningful supporting information may not qualify as a valid referral.

Vertex Workforce may request additional information before accepting or processing a referral.

6. Accuracy and Authorization

By submitting a referral, the Referral Partner confirms that, to the best of their knowledge:

the information submitted is accurate;

the referral is made in good faith;

the Referral Partner is authorized or otherwise lawfully permitted to provide the information submitted;

the information was not obtained unlawfully;

the referral does not violate confidentiality obligations; and

the Referral Partner has not knowingly submitted false, misleading, fraudulent, or materially incomplete information.

7. Referral Validation

All referrals are subject to review and validation by Vertex Workforce.

A referral may be rejected, marked as non-qualifying, or considered ineligible if the referred party or opportunity:

is already an existing Vertex Workforce customer, partner, professional, lead, candidate, opportunity, or active prospect;

has previously been referred by another party;

already exists in Vertex Workforce’s systems or business-development pipeline;

is already in active discussion with Vertex Workforce;

cannot reasonably be verified;

does not meet Vertex Workforce’s commercial or professional criteria;

has been submitted without appropriate authorization;

appears fraudulent, misleading, or speculative; or

otherwise does not satisfy the applicable Referral Program criteria.

Vertex Workforce’s records may be used to determine which referral was received first.

8. Duplicate Referrals

Where the same customer, professional, partner, job, or opportunity is submitted by multiple Referral Partners, the referral that Vertex Workforce determines was first validly submitted may be treated as the qualifying referral.

Vertex Workforce may consider the quality, completeness, timing, prior relationship, and context of each submission when resolving duplicate referral claims.

Referral Partners should therefore submit referrals promptly and with sufficient supporting information.

9. Acceptance of a Referral

Acknowledgment of a referral does not constitute acceptance of the referral as qualified.

A referral will only be considered accepted or eligible where confirmed by Vertex Workforce through the applicable process.

Vertex Workforce is under no obligation to pursue, contact, engage, recruit, onboard, or transact with any referred party.

10. Referral Qualification

A referral may become a Qualified Referral only after satisfying criteria established for the applicable referral category.

Qualification may depend on factors including successful validation, genuine interest, engagement with Vertex Workforce, commercial suitability, availability, successful onboarding, execution of an agreement, commencement of an assignment, receipt of customer payment, or another defined milestone.

The applicable qualification criteria may be communicated separately for each referral program, campaign, membership level, or referral category.

11. Referral Rewards and Benefits

Eligible Qualified Referrals may qualify for referral benefits.

Benefits may include:

cash commissions;

fixed referral fees;

percentage-based referral payments;

account credits;

membership benefits;

promotional rewards;

recognition benefits; or

other incentives announced by Vertex Workforce.

The applicable benefit, if any, will depend on the referral category, program, campaign, geographic region, commercial arrangement, and eligibility criteria in effect at the time.

Unless expressly stated otherwise, simply submitting a referral does not create an entitlement to payment.

12. Referral Reward Schedule

Where applicable, Vertex Workforce may publish or separately communicate a Referral Reward Schedule describing:

the eligible referral category;

the applicable benefit or commission;

qualification conditions;

minimum engagement requirements;

payment timing;

exclusions;

currency;

tax treatment; and

other applicable conditions.

The Referral Reward Schedule forms part of these Referral Terms for referrals submitted under that schedule.

If there is a conflict between these Referral Terms and a specific written Reward Schedule, the specific Reward Schedule will govern the reward-related issue.

13. Conditions for Payment

Where a referral qualifies for a financial reward, payment may be subject to conditions such as:

the referred engagement having commenced;

the customer having signed the required agreement;

the candidate or professional having completed the required onboarding;

the delivery partner having been approved;

Vertex Workforce having received payment from the customer;

the engagement having remained active for a specified qualifying period;

the Referral Partner having submitted valid payment and tax information; and

there being no unresolved fraud, dispute, cancellation, refund, or compliance issue.

Vertex Workforce may delay payment until all applicable eligibility conditions have been satisfied.

14. Customer Payment Dependency

Where a referral reward relates to revenue generated from a customer engagement, Vertex Workforce may make the referral reward conditional upon receiving the relevant customer payment.

Unless expressly agreed otherwise, Vertex Workforce is not required to pay referral commission on amounts that have not been received, have been refunded, written off, disputed, reversed, or deemed uncollectible.

15. Taxes

Referral Partners are responsible for determining and satisfying taxes, duties, reporting obligations, registrations, social contributions, or other governmental charges applicable to referral rewards they receive.

Vertex Workforce may deduct or withhold taxes where required by applicable law.

Referral Partners may be required to provide tax identification information, invoices, withholding documentation, or other legally required records before payment can be processed.

16. Currency and Payment Method

Referral rewards may be paid in a currency and payment method determined by Vertex Workforce or specified in the applicable Reward Schedule.

Conversion charges, transfer fees, intermediary banking fees, payment-provider costs, or similar charges may apply.

Vertex Workforce may establish minimum payment thresholds where operationally necessary.

17. No Retroactive Claims

Unless Vertex Workforce expressly agrees otherwise, referrals cannot normally be claimed retroactively.

A Referral Partner may not claim an introduction after Vertex Workforce has already identified, contacted, registered, negotiated with, or established a relationship with the referred party or opportunity.

18. Referral Attribution Period

Vertex Workforce may establish an attribution or validity period during which an accepted referral remains associated with a Referral Partner.

If no qualifying transaction or engagement occurs within that period, the referral may expire.

The applicable attribution period, where relevant, will be stated in the Referral Reward Schedule or program rules.

19. No Authority to Bind Vertex Workforce

Referral Partners are independent participants in the Referral Program.

Referral Partners are not employees, agents, representatives, franchisees, partners, or authorized sales representatives of Vertex Workforce unless a separate written agreement expressly states otherwise.

Referral Partners may not:

enter contracts on behalf of Vertex Workforce;

negotiate binding commercial terms on behalf of Vertex Workforce;

quote binding prices;

promise employment or assignments;

guarantee selection;

represent themselves as employees of Vertex Workforce;

make legal commitments on behalf of Vertex Workforce; or

otherwise create obligations for Vertex Workforce.

20. Independent Relationship

Participation in the Referral Program does not create an employment relationship, partnership, agency, fiduciary relationship, joint venture, franchise, or exclusive commercial relationship.

Referral Partners remain responsible for their own activities, expenses, taxes, equipment, communications, and business operations.

21. No Exclusivity

Unless separately agreed in writing, participation in the Referral Program is non-exclusive.

Vertex Workforce may work with multiple Referral Partners and may independently source customers, professionals, partners, jobs, or opportunities.

Referral Partners may also participate in other referral or commercial arrangements provided they do not misuse confidential information or violate these Referral Terms.

22. Data Protection and Privacy

Referral Partners must comply with applicable privacy and data-protection laws when collecting, using, storing, or sharing personal information.

Before submitting another person’s information, the Referral Partner must have an appropriate lawful basis, authorization, consent, or other legal right to provide the information where required.

Referral Partners should only provide information reasonably necessary for the referral.

Vertex Workforce will process referral information in accordance with its Privacy Policy.

23. Candidate and Professional Consent

Referral Partners should not upload extensive CVs, identification documents, sensitive personal information, or other detailed candidate records without appropriate authorization.

Where additional consent is required before Vertex Workforce can process or disclose a professional profile, Vertex Workforce may contact the referred professional directly to obtain that consent.

A professional retains the right to decide whether to participate in Vertex Workforce opportunities.

24. Sensitive Information

Referral Partners must not submit unnecessary sensitive or special-category personal information.

This includes information such as health information, religious beliefs, political opinions, biometric information, sexual orientation, or other protected information unless Vertex Workforce has specifically requested it for a lawful and legitimate purpose.

25. Confidentiality

Referral Partners may receive confidential information concerning Vertex Workforce, customers, candidates, professionals, jobs, projects, pricing, opportunities, business strategies, agreements, or commercial arrangements.

Such information must be kept confidential and used only for legitimate Referral Program purposes.

Confidential information must not be disclosed to unauthorized third parties or used to compete unfairly, solicit improperly, or circumvent Vertex Workforce.

26. Non-Circumvention

Referral Partners must not intentionally use confidential information obtained through the Referral Program to bypass Vertex Workforce in connection with an opportunity that Vertex Workforce introduced, developed, or materially facilitated.

Where applicable, more specific non-circumvention provisions may be included in a separate Referral Partner Agreement or commercial agreement.

This clause does not prevent lawful relationships that existed independently before the relevant Vertex Workforce introduction.

27. Customer and Candidate Communication

Referral Partners should not make misleading claims concerning Vertex Workforce, its services, customers, candidates, or referral benefits.

Where Vertex Workforce takes responsibility for managing a referred opportunity, the Referral Partner should cooperate reasonably and avoid communications that interfere with recruitment, commercial negotiations, customer relationships, or onboarding.

28. Referral Marketing

Referral Partners may share approved Vertex Workforce information for legitimate referral purposes.

Vertex Workforce trademarks, logos, marketing material, website content, branding, or intellectual property may not be materially modified or used in misleading ways without permission.

Referral Partners may not create websites, advertising campaigns, social media accounts, email addresses, or other materials that falsely suggest that they are Vertex Workforce or an official Vertex Workforce office.

29. Spam and Unsolicited Communications

Referral Partners must not promote the Referral Program through unlawful spam, deceptive messaging, unauthorized bulk communications, harvested contact lists, or communications that violate applicable direct-marketing laws.

Referral Partners are responsible for ensuring that their outreach activities comply with applicable marketing, privacy, telecommunications, and anti-spam rules.

30. Prohibited Conduct

Referral Partners must not engage in fraud, bribery, corruption, discrimination, harassment, impersonation, falsification of referrals, manipulation of referral attribution, creation of fake accounts, unauthorized scraping, misuse of personal data, deceptive marketing, submission of fabricated jobs, or any other unlawful or unethical conduct.

Vertex Workforce may immediately suspend or terminate participation where such conduct is suspected.

31. Anti-Bribery and Anti-Corruption

Referral Partners must not offer, promise, authorize, request, receive, or provide improper payments, gifts, favors, kickbacks, or other benefits intended to improperly influence a business or governmental decision.

Referral rewards must only compensate legitimate referrals made under the Program.

32. Sanctions and Legal Compliance

Participation in the Referral Program is subject to applicable laws, trade restrictions, sanctions, anti-money-laundering requirements, export controls, and other regulatory obligations.

Vertex Workforce may conduct appropriate compliance screening before approving Referral Partners or issuing payments.

33. Professional and Ethical Conduct

Referral Partners are expected to represent opportunities accurately and professionally.

They must not discriminate unlawfully against candidates, customers, partners, or other persons based on protected characteristics.

Referrals should be based on professional relevance, legitimate business opportunities, or reasonable workforce needs.

34. Referral Status and Tracking

Where available, Referral Partners may track referral status through the Vertex Workforce platform.

Possible statuses may include:

Submitted
Under Review
Validated
Contacted
Qualified
In Progress
Converted
Reward Eligible
Closed
Rejected

Status information is provided for convenience and does not by itself establish a legal right to a commission or reward.

35. Referral Disputes

Questions concerning ownership, duplicate referrals, qualification, commission calculations, or eligibility should be submitted to Vertex Workforce within [30] days of the relevant decision or payment.

The Referral Partner should provide supporting evidence, including relevant communications and dates.

Vertex Workforce will review the available records and communicate its determination.

36. Fraudulent or Manipulated Referrals

Vertex Workforce may cancel referral eligibility and recover payments where a referral or reward results from fraud, collusion, duplicate identities, fake companies, fabricated opportunities, manipulated transactions, unauthorized self-referrals, or other abuse.

Where payment has already been made, Vertex Workforce may require repayment or offset the amount against future amounts otherwise payable.

37. Self-Referrals

Unless specifically permitted under an applicable promotion, Referral Partners may not claim rewards for referring themselves, businesses they control, or opportunities created primarily to generate referral compensation.

Vertex Workforce may allow legitimate referrals involving affiliated companies where disclosed in advance and expressly approved.

38. Employment and Job Referrals

Referral of a professional does not guarantee an interview, job offer, assignment, engagement, compensation level, or employment.

Referral of a job does not guarantee that Vertex Workforce will accept the requirement, submit candidates, or successfully fill the role.

All selection decisions remain subject to the relevant customer, professional, contractual, and legal requirements.

39. Delivery Partner Referrals

A referred delivery partner may be required to undergo due diligence, capability assessment, compliance checks, contract review, financial review, security assessment, or other onboarding requirements.

Referral of a company does not guarantee approval as a Vertex Workforce delivery partner.

40. Customer Referrals

Vertex Workforce retains discretion regarding whether and how it pursues a referred customer.

The Referral Partner is not authorized to offer discounts, make pricing commitments, negotiate contracts, or guarantee services unless expressly authorized.

41. Intellectual Property

Vertex Workforce owns or licenses the Referral Program, Website, branding, graphics, text, software, workflows, processes, trademarks, logos, and related intellectual property.

Participation in the Program grants no ownership interest in Vertex Workforce intellectual property.

Limited permission may be given to use approved marketing material solely for authorized referral purposes.

42. Program Availability

Vertex Workforce does not guarantee that the Referral Program will remain available indefinitely.

Vertex Workforce may modify, suspend, restrict, replace, or discontinue the Program, referral categories, reward structures, or eligibility rules.

Where practical, material changes affecting existing qualifying referrals will be handled according to the terms applicable when the relevant referral was accepted.

43. Suspension and Termination

Vertex Workforce may suspend or terminate a Referral Partner’s participation for reasons including:

breach of these Referral Terms;

fraud or suspected fraud;

misuse of confidential information;

privacy violations;

misrepresentation;

unethical conduct;

regulatory risk;

abuse of the Referral Program; or

other reasonable commercial or legal grounds.

Referral Partners may stop participating at any time.

Termination does not automatically cancel legitimate payment obligations that had fully accrued before termination, except where payment is disputed, fraudulent, subject to reversal, or otherwise ineligible.

44. Effect of Termination

After termination, the Referral Partner must stop representing themselves as part of the Vertex Workforce Referral Program and discontinue unauthorized use of Vertex Workforce materials.

Confidentiality, privacy, intellectual property, payment recovery, dispute, limitation-of-liability, and other clauses intended to survive termination will continue to apply.

45. Disclaimer

Vertex Workforce does not guarantee that a referral will lead to a commercial transaction, employment, assignment, placement, partnership, contract, customer relationship, or payment.

The Program is provided subject to availability and applicable eligibility criteria.

46. Limitation of Liability

To the maximum extent permitted by applicable law, Vertex Workforce will not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses arising from participation in the Referral Program, including lost opportunities, expected commissions, lost profits, or decisions made by customers, professionals, or third parties.

Nothing in these Referral Terms excludes liability that cannot lawfully be excluded.

47. Indemnification

To the extent permitted by applicable law, Referral Partners will be responsible for losses, claims, damages, costs, or liabilities resulting from their unlawful conduct, material breach of these Referral Terms, unauthorized disclosure of information, misrepresentation, privacy violation, intellectual-property infringement, or unauthorized commitments made on behalf of Vertex Workforce.

48. Changes to These Referral Terms

Vertex Workforce may update these Referral Terms from time to time to reflect changes to the Program, commercial arrangements, legal requirements, technology, or business operations.

The revised version will display an updated effective date.

Where required, material changes will be communicated appropriately.

49. Relationship With Other Vertex Workforce Terms

These Referral Terms supplement the general Vertex Workforce Terms & Conditions and Privacy Policy.

If a specific written Referral Partner Agreement, Referral Reward Schedule, or commercial contract applies and conflicts with these Referral Terms, the more specific agreement will control in relation to the conflicting subject matter.

50. Governing Law

These Referral Terms will be governed by the laws of [Insert Governing Jurisdiction], subject to any mandatory laws that apply to a particular participant.

51. Dispute Resolution

Any dispute concerning the Referral Program should first be raised with Vertex Workforce in good faith to seek an amicable resolution.

Unresolved disputes will be handled through courts/arbitration mechanism in Pakistan, unless mandatory applicable law requires otherwise.

52. Severability

If any provision of these Referral Terms is found invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

53. No Waiver

Failure by Vertex Workforce to enforce a provision on one occasion does not constitute a waiver of the right to enforce that provision later.

54. Entire Referral Agreement

These Referral Terms, together with the general Vertex Workforce Terms & Conditions, Privacy Policy, applicable Referral Reward Schedule, and any specific written Referral Partner Agreement, constitute the applicable terms governing participation in the Referral Program.