Referral Partner Agreement.

Version 1, October 2026

This agreement is between Get Clients Pte. Ltd. (UEN 202418587D), trading as Clearmere, of 68 Circular Road, #02-01, Singapore 049422 ("Clearmere", "we" or "us"), and the person or company named on the acceptance page ("you"). It starts when you accept it on clearmere.com.

1. What this agreement covers

1. 1.1You may introduce to us owners of businesses who are thinking about selling all or part of their business. If we accept an introduction and the business is sold with us, we pay you a referral fee under this agreement.
2. 1.2You are not our employee, agent or partner, and you have no authority to make any promise or statement on our behalf. You are free to introduce owners to others, and we are free to work with other introducers.

2. Making an introduction

1. 2.1You introduce an owner by submitting the form at clearmere.com/refer, by the owner first contacting us through your personal referral link, or by an email introduction to ben@clearmere.com that quotes your partner code.
2. 2.2Before you introduce an owner, you must have their permission to give us their name and contact details, and they must know that Clearmere will contact them.
3. 2.3We will tell you by email, normally within 2 working days, whether we accept the introduction. An introduction is accepted only when we confirm it to you by email.
4. 2.4We do not accept an introduction if: (a) we have been in contact with the owner or the business about a sale in the 12 months before your introduction, including through our own letters, emails or calls; (b) someone else introduced the same owner or business to us first; (c) the business is outside the sectors or size we work with; or (d) you own more than 10% of the business, or are one of its directors. We decide whether to accept an introduction, acting reasonably, and if we decline one we will tell you why.

3. The referral fee

1. 3.1If the owner signs a sale mandate with us within 18 months of the day we accept your introduction (the "protection period"), and a sale of the business, or of shares or assets in it, completes under that mandate, we pay you 10% of the success fee we receive for that sale.
2. 3.2"Success fee" means the fee payable to us on completion of the sale under the owner's mandate, excluding GST and disbursements. It does not include a fee for a written valuation or any other fee. Where we credit a valuation fee against the success fee, your share is worked out on the success fee before that credit.
3. 3.3If our success fee is paid in parts, for example because part of the price is deferred or depends on future performance, we pay your share of each part after we receive it.
4. 3.4As long as the owner signs the mandate within the protection period, you are paid even if the sale completes after the protection period ends.
5. 3.5No fee is payable if the sale does not complete, if the owner sells without us or outside the mandate, or if you are the buyer or are acting for the buyer.
6. 3.6If we have to repay or reduce a success fee, for example because a sale is unwound, your share is reduced to match, and you will repay us any difference within 30 days of our request.

4. Payment

1. 4.1We pay you within 14 days of receiving our success fee, or each part of it, by PayNow or bank transfer in Singapore dollars to an account in your name. We will ask for your payment details when a fee is due.
2. 4.2The fee includes any GST. If you are registered for GST, send us a valid tax invoice for the fee and we will pay against it.
3. 4.3You are responsible for your own tax on the fee. We may deduct any tax that the law requires us to withhold, and we will tell you if we do.
4. 4.4With each payment, we will tell you the amount of the success fee on which your share was worked out.

5. How you introduce us

1. 5.1You will describe Clearmere accurately, and you will not quote a valuation, price, fee or outcome on our behalf.
2. 5.2If you are the owner's accountant, lawyer, banker, financial adviser, employee or director, or you otherwise act for or advise the owner, you must tell the owner in writing, before or when you introduce them, that you may receive a referral fee from us. We also tell owners in our mandate that we pay referral fees to the people who introduce them.
3. 5.3You will follow any rules of your profession, regulator or employer that apply to referral fees. If those rules do not allow you to accept a fee, you will tell us and we will not pay it.
4. 5.4You will not offer or pass any part of the fee to the owner, or to anyone acting for the owner or a buyer, to influence their decisions.
5. 5.5When you give us an owner's personal data, you will comply with the Personal Data Protection Act 2012.

6. Confidentiality and updates

1. 6.1You will keep confidential anything we tell you about an owner or a business you introduce, and use it only for the purposes of this agreement.
2. 6.2We will update you by email at the main stages: when we accept or decline an introduction, when the owner appoints us, when the sale completes and when we pay you. If the owner asks us not to share their progress with you, we will tell you only whether a fee is payable.
3. 6.3We will never share an owner's financial information, or the identity of a buyer, with you without the owner's consent.

7. Ending this agreement

1. 7.1Either of us may end this agreement at any time by email. Introductions we accepted before it ends stay protected for the rest of their protection period, and any fee due on them is still paid.
2. 7.2We may end this agreement at once if you break any part of the section headed "How you introduce us", and no fee is then payable on an introduction affected by the breach.

8. Changes to this agreement

1. 8.1We may update this agreement by emailing you the new version. A new version applies only to introductions you make after we send it. Each accepted introduction stays under the version in force when you made it.

9. General

1. 9.1This agreement, with the acceptance page we email you, is the whole agreement between us about introductions.
2. 9.2We are not liable to you for any loss arising from an introduction, including if an owner does not appoint us or a sale does not complete. Nothing in this agreement limits any liability that cannot be limited by law.
3. 9.3Our records of the fees we receive are final, unless they contain an obvious error.
4. 9.4You may not transfer this agreement, or the right to a fee, without our written consent.
5. 9.5You accept this agreement electronically, and that has the same effect as signing it.
6. 9.6A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms.
7. 9.7This agreement is governed by the law of Singapore, and the courts of Singapore have non-exclusive jurisdiction.