Ambassador
Agreement

This agreement is between:

• Gradia Ltd, a company registered in England and Wales (company number 16034985) whose registered office is at PM House, Old Portsmouth Road, Peasmarsh, Guildford, GU3 1LZ (“Gradia”, “we”, “us”); and
• you, the individual accepted onto the Gradia Ambassador Programme (the “Programme”) (“Ambassador”, “you”).

It sets out the terms on which you promote Gradia and are paid commission for doing so. It takes effect on the date we confirm your application has been accepted and you accept these terms.

This agreement, together with our Privacy Policy, is the whole agreement between us in relation to the Programme. Where it conflicts with anything said on our website, in the app, in marketing material or in our earnings calculator, this agreement takes precedence.

The Programme is intended to be an independent, self-employed arrangement. It does not authorise you to act as Gradia’s agent or create a partnership or joint venture. Employment status depends on the actual working relationship and applicable law; nothing in this agreement excludes rights that cannot lawfully be excluded.

That means:

• You decide when, where, how much and by what means you promote Gradia. We do not set your hours, supervise your work, or require you to accept any particular piece of work.
• You provide your own equipment and bear your own costs.
• We do not offer contractual holiday pay, sick pay, pension contributions or other employment benefits under this arrangement. This does not affect any statutory entitlement that applies to you.
• You are responsible for your own tax and National Insurance (see (11)).
• You may promote other products and services, including those of our competitors, provided you do not misrepresent Gradia.

Neither party must offer or accept a minimum amount of promotional work. You choose whether and how much to promote Gradia. This does not affect obligations concerning earned commission, lawful promotion, confidentiality or other terms of this agreement.

You may not hold yourself out as an employee, officer or agent of Gradia, enter into any commitment on our behalf, or represent that you have authority to bind us.

To join and remain on the Programme you must:

• be aged 18 or over;
• be resident in the United Kingdom, and able to receive payment into a UK bank account held in your own name;
• be legally entitled to work on a self-employed basis in the United Kingdom;
• not have previously been removed from the Programme, or had a Gradia account terminated, for breach of our terms.

Students and non-students may join the Programme. If you join as a student, your participation and entitlement to earn new commission end when you leave university, whether by completing your studies or withdrawing. Tell us promptly when this happens. You do not automatically continue as a non-student Ambassador; any future participation requires a new application and acceptance.

We review every application individually and we do not accept all of them. We are not obliged to give reasons for a decision.

Permission to take employment does not necessarily allow self-employment. UK Student immigration permission generally restricts self-employment, subject to narrow exceptions. Confirm that your own permission allows this arrangement before accepting; obtain appropriate advice if unsure. We record whether you join as a student or non-student when you accept.

If you join as a student, your participation ends on the date your university records completion or withdrawal, not the graduation ceremony. Direct transfer or progression to another course with continuous study does not end participation or require reapplication. Tell us about a transfer, interruption, completion or withdrawal promptly so we can record your actual status. An expected graduation year is not an automatic termination date.

When we accept your application we will issue you with:

• a unique promo code, which a student can enter when signing up; and
• a unique referral link, in the form gradia.co.uk/r/YOURCODE.

These are personal to you. You must not share them with another Ambassador, sell them, transfer them, or allow anyone else to use them as their own.

We may change or reissue your code or link where we need to for technical or security reasons. Where we do, we will tell you, and referrals already credited to you are not affected.

You may request one personal promo-code change through Settings, subject to availability and validation. Retired codes and links remain associated with you while your Programme account remains active. A requested change is not complete until confirmed.

There is no minimum commitment. You are not required to post, promote, recruit or introduce anything, and you will not be penalised for inactivity beyond its effect on what you earn.

Broadly, there are two ways to earn:

Referring students. A student signs up to Gradia using your link or your code.

Introducing stores and brands. You introduce a local business or brand to Gradia, and they become a Gradia partner. You do not negotiate, contract or agree terms on our behalf. You make the introduction, and our partnerships team takes it from there.

The Programme year

The Programme runs on an academic year. A Programme year begins on 1 August and ends on 31 July. Attribution, the annual review in (17) and the Programme calendar all follow that year.

Students

A student is credited to you where they sign up using your referral link or enter your promo code during sign-up. Where both are present at sign-up, the code takes precedence. Link attribution depends on the student accepting the relevant cookies and signing up in the same browser. Sharing your code as well as your link helps where someone changes device or browser.

The student attribution period starts when the student verifies their university email. A verified student remains credited to you until the end of that Programme year, 31 July, subject to section 16. After the attribution period ends, new revenue from that student no longer earns you commission.

If a student verifies their university email on or after 1 May, their attribution runs until 31 July of the following Programme year, subject to section 16.

A student is only credited to one Ambassador. Once the attribution is recorded, it is not transferred to another Ambassador simply because the student later uses a different link or code. The code takes precedence over a link when the original sign-up attribution is determined.

Stores and brands

A store or brand you introduce is credited to you for a maximum of 24 months from the date they become a Gradia partner. Store attribution does not follow the Programme year. Your entitlement to new commission ends earlier if your participation in the Programme ends, including when you leave university if you joined as a student (see section 16). The 24-month maximum also applies to non-student Ambassadors.

We may need to verify an attribution before it earns commission, and we may decline one we reasonably believe is not genuine (see (10)).

Subject to the single-transaction pool and split in section 8, you earn commission at your tier rate on the revenue Gradia actually receives from:

• students credited to you, while their attribution runs; and
• stores you introduced, while their attribution runs.

Your rate is the same for both. There is no separate or lower rate for store introductions.

Revenue on which commission is earned includes commission Gradia receives from brand-offer redemptions, from affiliate-network purchases, from ticket sales, and from revenue generated by an introduced store.

Commission is calculated on Gradia’s net revenue. what we actually receive and retain, after any refund, chargeback, reversal or network deduction. It is not calculated on what the student spent, and it is not a share of the customer’s transaction value.

Excluded from the calculation:

• your own accounts, and any account we reasonably believe to be yours;
• accounts belonging to your household, where they were created to generate commission;
• Gradia-owned or self-billed organisations;
• test, demonstration and app-review accounts;
• any revenue that is refunded, reversed or clawed back by a partner or network.

Gradia+ is coming soon. This version does not promise Gradia+ subscription commission; any future inclusion will be explained in updated terms.

For affiliate activity under this version, commission becomes earned only when Gradia actually receives the attributable cash from the network. Network confirmation alone is not cash receipt. We record the receipt date separately; the 45-day affiliate hold starts on that receipt date. You must remain eligible on the receipt date and the underlying transaction must fall within its referral attribution period. Earlier commission already earned under an earlier agreement is not removed by this rule.

Your commission rate depends on your number of active referrals:

One commission pool applies to each eligible transaction, capped at 40% of Gradia’s revenue. If you introduced both the student and the store, you receive your full tier rate once. If two different ambassadors introduced the student and the store, each receives half of their own applicable tier rate. If only one eligible ambassador is involved, they receive their full applicable rate. Custom rates are also capped at 40% before any split. Amounts are rounded within the transaction cap; an indivisible penny is allocated consistently. Existing recorded earnings are not recalculated.

Every tier is paid monthly. Your tier changes your rate. It does not change how often you are paid.

“Active referral” means a student credited to you who has verified a valid UK university .ac.uk email address and generated revenue for Gradia within the previous 90 days. Only active student referrals count towards your tier. Store introductions earn commission but do not increase your tier.

Your rate rises automatically as soon as your active referral count crosses a threshold; there is nothing to apply for. Your tier will not be reduced part-way through a month. Where your active count falls, any reduction takes effect from the start of the following month.

A change in tier is not retrospective. Commission already earned at a given rate is not recalculated.

For example, £10 of eligible Gradia revenue gives one Diamond ambassador £4. If two different Diamond ambassadors qualify, each receives £2. A Bronze student introducer and a Diamond store introducer receive £1.25 and £2 respectively. There is no payment simply for recruiting another ambassador.

Monthly. We run payouts on the last working day of the month, for every tier. A payment being sent is not a guarantee that your bank will credit it the same day.

Minimum payment £25. Where your confirmed balance is below £25 at a payout run, it rolls forward to the next one. It is never forfeited, and it remains payable to you.

We will pay your balance in full, regardless of size, when this agreement ends for any reason, and in any event where a balance has been carried for 12 months. You will not be left waiting indefinitely on a small balance.

Paid by bank transfer to a UK bank account in your own name. We will ask for payment details and any identity verification we reasonably require before your first payment. Once your application is approved and you have accepted this agreement, eligible commission may accrue while payment details are being arranged; payment requires those details to be complete.

Affiliate-network commission is held for 45 days. Where the underlying revenue comes through an affiliate network such as Amazon or AWIN, the network can reverse it if the purchase is refunded or returned. Commission on that revenue is confirmed 45 days after we receive it, and is only payable once confirmed.

Reversals and clawbacks. Where revenue on which you have been paid is later refunded, reversed or clawed back, we may recover the corresponding commission.

We will recover it only by setting it off against commission you go on to earn. We will not ask you to repay money already paid to you, and we will not pursue you for a negative balance. If you leave with one, it is written off.

We will explain any deduction, and we will not make one more than 12 months after the original payment. The only exception to this section is commission obtained in breach of (10), which we may recover in full and without that time limit.

Statements. We will make a statement available to you showing what you have earned, what is pending, and what has been paid.

Deductions. You are responsible for tax as explained in section 11. Any recovery or set-off of commission is subject to the limits and exceptions in this section and section 10.

If bank details are incomplete or a transfer fails, we will explain what needs correcting and arrange payment after the issue is resolved. Earned commission is not forfeited. Deductions will be itemised; contact support@gradia.co.uk to challenge a calculation or deduction.

An eligible earning received before departure remains payable after departure once its hold clears. Under this version, an affiliate transaction for which Gradia first receives cash after participation ends does not create new commission, even if the network previously confirmed it. Your statement and any payment query can be reconciled to the recorded receipt date.

Commission is not payable, and a referral may be reversed, where:

• the referral is your own account, or an account created by you under another identity;
• the account is fake, duplicated, automated, or created solely to generate commission;
• the student is not a genuine, eligible UK student;
• the sign-up was obtained by paying for it. paid clicks, purchased followers, incentive schemes or bought traffic;
• the sign-up was obtained by misrepresenting Gradia, or by promising the student something we do not offer;
• the sign-up was obtained through spam. unsolicited bulk email or messaging, including to university mailing lists, without permission.

Housemates, friends, coursemates and society members are genuine referrals and do count, provided they are real people signing up for their own use.

Where we reasonably believe a pattern of activity is designed to generate commission that has not been earned, we may withhold payment while we investigate, reverse the affected commission, and where appropriate remove you from the Programme under (16).

We will tell you what we have found and give you a fair opportunity to respond before withholding payment on this basis, unless doing so would prejudice an investigation into suspected fraud.

Where practicable, any investigation hold is limited to reasonably affected sums. We will review an ongoing hold at least every 30 days and provide an update unless that would prejudice a fraud investigation.

Under the intended self-employed arrangement, you are responsible for declaring income to HM Revenue & Customs and paying any tax and National Insurance due. Gradia will comply with any deduction or reporting obligation that the law requires.

Tax allowances and reporting obligations depend on your circumstances and your income from all relevant activities. Do not assume that receiving a small amount of commission means you have nothing to report. Check HMRC’s current guidance or obtain tax advice.

We keep records of what we have paid you for six years from the end of the accounting period in which the payment was made. the period HMRC requires a limited company to keep its records. We may be required to report those payments.

Be honest. Describe Gradia accurately. Do not claim benefits, rewards, discounts or earnings that we have not confirmed.

Identify advertising clearly. Put “Ad” or “#ad” prominently at the beginning of advertising content, visible before someone clicks, expands or engages. Explain: “I earn commission from qualifying activity through my Gradia code or link.” A referral code, a biography mention or an “affiliate” label alone is not enough. Disclose each advertising post, story or video and follow applicable ASA/CAP guidance and consumer protection law.

Use our name and materials as provided. You may use the Gradia name, logo and any assets we supply, for the sole purpose of promoting Gradia under this agreement. You must not alter them, use them in a way that suggests you are Gradia, register them, or use them alongside anything unlawful, offensive or inappropriate.

Do not describe the Monthly Tier Rewards as a competition, lottery, prize draw or gamble. It is a free rewards programme and it must be described as one. Where you are unsure of the right wording, ask us.

Do not spam. No unsolicited bulk messaging, no posting to university mailing lists without permission, no messaging people who have not invited it.

Do not pay for reach that converts into referrals. paid clicks, purchased followers, bought traffic, or incentives offered to people for signing up.

Do not speak for Gradia. You must not respond to press enquiries, negotiate with brands, or make statements about Gradia’s plans, finances or partnerships.

We may check, and we will help

We may review how you are promoting Gradia, and we may ask you to add a disclosure, correct something inaccurate, or take a post down. You must act on that promptly.

We ask because the Advertising Standards Authority holds Gradia responsible for advertising carried out on our behalf, alongside the person who posted it. A term in this agreement does not move that responsibility, so checking is how we meet an obligation we cannot delegate. It is not a judgement on your work and it does not change the fact that how, when and whether you promote Gradia is entirely up to you.

Use any approved caption templates made available in Resources, and check that the disclosure remains prominent when you adapt them. You may write your own content provided it meets these requirements. Templates that are marked “coming soon” are not yet available.

Your dashboard shows referral counts, progress and commission totals. Individual referrals may be represented by a referral number and university, where available. You will not be shown students’ names or email addresses. Referral numbers are identifiers for the dashboard, not permission to identify or contact a student.

Treat referral information as confidential. Do not try to identify a student, combine it with other information to identify them, or share it outside the Programme. Numbered records are not necessarily anonymous. Our Privacy Policy explains how Gradia uses and shares personal data.

Where you introduce a business, we will tell our partnerships team the introduction came from you so you are credited for it. We will not pass that business your contact details unless you ask us to.

Introducing someone means passing on their personal data. Where you give us a named contact at a business. their name, email or phone number. please tell that person first. They are entitled to know their details have been shared with us, and from the moment we receive them we treat them as our own contact and handle their data under our Privacy Policy.

Your own data. We process your personal data as described in our Privacy Policy, including your application, your date of birth (to confirm you are 18 or over), your bank details, and records of what we have paid you.

Gradia will provide the applicable privacy information to introduced business contacts. Telling a contact about an introduction does not replace Gradia’s own transparency obligations.

You may be told things about Gradia that are not public. commission rates offered to others, partner discussions, product plans, or figures. You must keep those confidential and not use them for any purpose other than performing this agreement.

This does not apply to information that is public through no fault of yours, already lawfully known to you, independently developed by you, or lawfully received from a third party without a confidentiality obligation. You may disclose information confidentially to professional advisers, where required by law, and when making a lawful report to a regulator or protected disclosure.

The commission rates and terms in this agreement are not confidential. You may tell people what you earn.

Everything we supply to you. the Gradia name, logo, brand assets, content packs, templates and copy. remains ours. We grant you a non-exclusive, non-transferable, revocable licence to use it solely to promote Gradia under this agreement. That licence ends when this agreement ends, and you must stop using the materials.

Content you create yourself remains yours. By posting it in connection with the Programme you grant us a non-exclusive, royalty-free licence to reshare it on our own channels, with attribution to you. We will not use your image or your content in a paid advertising campaign without asking you first.

You must have permission to use third-party images, music and other material in content you supply. Our organic reshare licence lasts while you participate. Existing attributed reposts may remain as a historical record after departure, but we will remove them on reasonable written request where within our control. No new promotional reshares or paid advertising are permitted after departure without your separate permission.

You may leave at any time, for any reason, by telling us. You do not need to give notice.

If you joined as a student, this agreement ends when you leave university, including completion of your studies or withdrawal. New commission from both student referrals and store introductions stops on that date, even if an attribution period has time remaining. For non-student Ambassadors, leaving university is not an end condition; the attribution limits in section 6 and the other termination provisions still apply.

We may end this agreement by giving you 14 days’ written notice, without needing to give a reason.

We may end this agreement immediately for fraud, a serious breach, or conduct that we reasonably conclude on evidence causes or presents a serious risk of harm to Gradia, our partners or users. For a breach that can reasonably be remedied without serious ongoing risk, we will explain the issue and allow seven days to remedy it before termination.

What happens to your money. Commission already earned on genuine, confirmed revenue remains payable in full at the next payout run, regardless of the £25 minimum. Eligible commission earned before termination that is still clearing remains subject to confirmation and reversals; when confirmed, it is paid at the next payout run without the minimum. This applies whether you leave or we end the agreement.

The exception: where we end this agreement because commission was obtained in breach of (10), that commission is not payable, and we may reverse commission already paid on the affected referrals.

When it ends, your code and link stop working for new referrals, new commission stops, and you must stop presenting yourself as a Gradia Ambassador. Sections 9, 10, 11, 13, 14, 15, 18, 19 and 20 survive to the extent needed to settle earned commission, protect information and resolve disputes.

We review every Ambassador once a year, at the end of July, as the Programme year closes. It is a short confirmation, not a performance assessment. there is no minimum activity you must reach to continue (see (5)).

At the review we will ask you to confirm:

• that you remain eligible under section 3, including that you are still at university if you joined as a student;
• that your bank and contact details are current; and
• that you want to continue on the Programme for the coming year.

We will contact you before the end of July and send at least one reminder. If you do not respond, this agreement ends on 31 July, and any balance you have earned is paid to you in full at the next payout run regardless of the £25 minimum.

Ending this way is not a breach and does not prevent you applying again.

The review is deliberately timed so that August is clear before the new academic year begins.

We will normally contact you by 1 July with a response deadline of 31 July and send a reminder by 17 July. We review failed delivery and genuine mistakes before recording non-response as a departure. Continuous study through a direct course or university transfer meets the continuing-study requirement.

Nothing in this agreement limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

Subject to those protections and to any other rights that cannot lawfully be excluded:

• We do not guarantee that you will earn anything. Any figures shown in our earnings calculator, on our website or in onboarding material are illustrative, based on assumptions, and are not a forecast, a target or a promise.
• We do not guarantee the Programme will continue, that any particular brand or partner will remain available, or that commission rates will stay the same (see (19)).
• Our total liability to you in connection with this agreement is limited to the total commission paid or payable to you in the 12 months before the claim, or £500, whichever is greater.
• We are not liable for indirect or consequential loss, loss of profit, or loss of opportunity.

Neither the liability cap nor the exclusions of loss in this section apply to commission you have properly earned and we have failed to pay. What you have earned is a debt we owe you, not a claim for damages.

You are responsible for your own compliance with advertising, consumer and tax law, and you will be responsible for any penalty imposed on you for failing to do so.

We may change these terms, including commission rates, tier thresholds, attribution periods and the payment minimum.

We will give you at least 30 days’ written notice of any change that reduces what you earn. a lower rate, a higher threshold, a shorter attribution period, or a higher payment minimum.

A change is never retrospective. Commission already earned is calculated at the rate and on the terms in force when it was earned. Referrals already credited to you keep the attribution they were credited under.

Each version of this agreement carries a version number and a date. If you do not accept a change, you may end this agreement under (16) before it takes effect, and you will still be paid what you have earned.

We retain each issued version and its acceptance record. Publishing a new version does not rewrite an earlier acceptance or backdate a change. Any required notice is provided separately to existing ambassadors.

Transfer. You may not transfer this agreement or your Programme account to anyone else. We may transfer it to a company that acquires our business, on the same terms.

No waiver. If we do not enforce a term, that does not mean we have given it up.

Severability. If any part of this agreement is found to be unenforceable, the rest continues to apply.

Notices. We will contact you at the email address on your Programme account. You can contact us at support@gradia.co.uk.

Governing law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Complaints. Email support@gradia.co.uk. We will acknowledge within five working days and aim to respond substantively within 28 days.

This agreement is accepted after your application has been approved, not at the point of applying. We will send you a link to this document and ask you to confirm you accept it. You cannot begin earning commission until you have.

By accepting the issued agreement, you confirm that you have read it, meet the eligibility requirements in section 3 and understand the intended self-employed arrangement and your tax responsibilities, subject to the statutory protections in section 2.

Where acceptance is recorded electronically, Gradia will store the version number of the agreement accepted, the date and time of acceptance, and the account it was accepted from.