1. Parties
This Referral Partnership Agreement (the "Agreement") is entered into between Codeeo Technologies FZCO, a free zone company registered and licensed under the International Free Zone Authority (IFZA) bearing License No. 75884 (IFZA), with its registered office at Dubai Silicon Oasis, Dubai, United Arab Emirates ("Codeeo" or the "Company"), and the applicant registering below (the "Partner"), effective as of the date of the Partner's electronic signature (the "Effective Date").
2. Recitals
Codeeo is a UAE-based provider of business setup and company formation services, including free zone and offshore company registration, visa processing, PRO services, and banking introduction support across the United Arab Emirates. The Partner, in the ordinary course of its business, interacts with individuals or entities who may require UAE business setup services, and the Parties wish to establish a non-exclusive referral partnership on the terms of this Agreement.
3. Definitions
"Referral" means a prospective client introduced by the Partner to Codeeo through the Partner's unique referral link or code, who was not already an existing client or active lead of Codeeo at the time of introduction. "Qualified Referral" means a Referral verified by Codeeo as a new, genuine prospective client with a bona fide UAE business setup requirement. "Converted Referral" means a Qualified Referral who has signed an engagement with Codeeo and made the applicable payment for one or more Services. "Net Service Fee" means the amount actually collected by Codeeo from the Converted Referral for the Services, exclusive of VAT, third-party government fees, establishment card fees, licence fees, and any disbursements paid on the client's behalf.
4. Appointment & scope
Codeeo appoints the Partner, on a non-exclusive basis, to refer prospective clients for UAE company formation, visa processing, PRO services and banking introduction support. This Agreement grants no exclusivity, territorial protection, or right to represent Codeeo as an agent or employee. The Partner has no authority to negotiate, contract, invoice, collect payment, or make representations on Codeeo's behalf. Codeeo reserves sole discretion to accept or decline any Referral and to determine whether it qualifies as a Qualified Referral or Converted Referral.
5. Partner obligations
The Partner shall submit Referrals only through the official channel designated by Codeeo (the Partner's referral link/code, or this portal's referral submission form); ensure prospective clients have consented to be contacted by Codeeo and comply with applicable data protection and anti-spam laws; refrain from making binding representations, guarantees or commitments regarding pricing, timelines or regulatory approvals on Codeeo's behalf; refrain from using Codeeo's name, logo or brand assets in marketing without prior written approval; and promptly notify Codeeo of any material change affecting the validity of a Referral.
6. Commission structure
Codeeo pays the Partner a Commission calculated as a percentage of the Net Service Fee of each Converted Referral, on a tiered structure based on the Partner's cumulative Converted Referrals within a rolling 12-month period: Tier 1 (1–4 Converted Referrals) — 15%; Tier 2 (5–9) — 17.5%; Tier 3 (10+) — 20%. Once the Partner reaches Tier 2 or Tier 3, that rate is locked in as the minimum applicable rate for the remainder of the then-current 12-month period and may only move upward. Government fees, establishment card fees, VAT and other disbursements passed through to the client are excluded from the Commission calculation. Where a Converted Referral renews an annual licence the Partner directly facilitates, Codeeo pays a renewal Commission of 10%–15% of the Net Service Fee. Where Codeeo engages a Converted Referral for upsell Services within 12 months without a materially independent sales process, Codeeo pays an upsell Commission of 7%–10% of the Net Service Fee.
7. Payment terms
Codeeo pays all due Commission within fifteen (15) working days of receiving cleared payment in full from the Converted Referral. Commission is paid via bank transfer to the account nominated by the Partner in this portal, including internationally where the Partner is based outside the UAE; the Partner is responsible for accurate banking details (including SWIFT/BIC code for international transfers) and for any bank charges on their end. If a Converted Referral cancels, receives a refund, or fails to complete payment in full, Codeeo may reverse, offset or deduct any Commission already paid or accrued, provided the reversal is claimed within six (6) months of the original payment date. No Commission is payable on Referrals that do not convert into paying clients.
8. Referral validity & AML
A Referral is not valid, and no Commission accrues, where the prospective client was already an existing Codeeo client or active CRM lead at submission; where the Referral was submitted by more than one Partner (Commission is payable only to the first time-stamped submission in Codeeo's CRM); where the Referral involves fraudulent, misleading or coerced information; or where the Partner is in material breach of this Agreement at the time of conversion. The Partner shall not submit a Referral where it has reason to believe the prospective client's funds or business activity may be connected to money laundering, terrorist financing, sanctions evasion, or other unlawful activity.
9. Confidentiality
Each Party agrees to keep confidential all non-public business, financial, client and pricing information disclosed by the other Party in connection with this Agreement, surviving termination for two (2) years. The Partner shall handle any personal data of referred prospects in compliance with applicable UAE data protection legislation.
10. Independent contractor status
The Partner acts as an independent contractor at all times. Nothing in this Agreement creates a partnership (in the legal/corporate sense), joint venture, agency, franchise or employment relationship between the Parties. The Partner is solely responsible for its own tax, social security and regulatory obligations arising from Commission earned, including in the Partner's home jurisdiction.
11. Term & termination
This Agreement commences on the Effective Date, continues for an initial twelve (12) months, and automatically renews for successive twelve (12) month periods unless terminated. Either Party may terminate for convenience on thirty (30) days' written notice, or with immediate effect for an uncured material breach (14 days' cure period) or the other Party's insolvency. Termination does not affect Commission already accrued on Converted Referrals prior to termination. Referrals submitted but not yet converted remain eligible for Commission only if conversion occurs within ninety (90) days of termination.
12. Governing law & disputes
This Agreement is governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, including IFZA rules where relevant. Disputes are first addressed through good-faith negotiation; if unresolved within thirty (30) days and the amount exceeds AED 20,000, disputes are referred to arbitration in Dubai under the Dubai International Arbitration Centre (DIAC) rules. Where the amount is AED 20,000 or less, either Party may instead bring the matter before the competent courts of Dubai.
13. Services in scope
Free zone company formation (including IFZA, SHAMS, Ajman Free Zone, Dubai South, Meydan, RAKEZ and other UAE free zones); offshore company formation; UAE residence and investor visa processing; PRO services and government liaison; corporate bank account introduction support; and ancillary digital growth services where bundled into a client engagement at Codeeo's discretion.
