Partner Program General Terms & Conditions
This Partnership Agreement (hereinafter “Agreement”) contains the complete terms and conditions of the agreement between you (hereinafter “Partner”) and HETIKUS EMEA Subsidiary, S.L. (hereinafter “HETIKUS”), a company established and existing under the laws of Spain and maintaining its principal place of business at Calle San Lorenzo, 11, Segunda Planta, 28004, Madrid, Spain, regarding your participation in the HETIKUS Partnership Program (the “Program”).
1. Goals and Limitations of this Agreement
1.1. The goal of the Partner in the context of this Agreement is to find prospective clients (hereinafter “Client”), refer them to HETIKUS, and have such Clients enter into an agreement with HETIKUS for the use of the HETIKUS services (hereinafter “Referral”).
1.2. The Partner is free to choose the means and techniques of contacting and communicating with prospective clients, including organizing marketing events and running web and email campaigns. However, the Partner may not:
- use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction;
- add “HETIKUS”, and “HETIKUS.com” as negative keywords in any paid search activity, in order to avoid any broad-matching issues;
- purchase or register any URLs with the HETIKUS brand name or misspelled words as the web address;
- use “HETIKUS” (including misspells and variations) as a sub-domain or sub-folder without a written permission by HETIKUS (for example, www.hetikus.yoursite.com);
- use HETIKUS banners or links as pop-ups or pop-unders to Partner’s or a third party’s site;
- bid or appear on brand searches, misspellings or derivatives of “HETIKUS”;
- bid or appear on extended or hybrid brand searches of “HETIKUS” (for example HETIKUS voucher code, HETIKUS discount code);
- issue any press release regarding HETIKUS or this relationship, unless specifically agreed between the parties;
- in any manner misrepresent or embellish the relationship between HETIKUS and Partner (for example, claim that Partner develops HETIKUS services, is part of HETIKUS or in any relationship with HETIKUS or any other person or entity, except as agreed between the parties);
- use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods;
- display information regarding HETIKUS and the special terms provided in a format that is accessible by Google search, i.e. the page must be blocked from search indexing, meaning that the page must have a *noindex* meta tag within its HTML code.
1.3 HETIKUS will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Services’ prices and availability may vary from time to time. If Partner chooses to display HETIKUS services’ prices on his/her own website, the Partner should keep this information up-to-date with the prices indicated on HETIKUS’s website (https://hetikus.com/).
1.4. Any violation of this Agreement may result in, among other things, termination or suspension of your rights to be an Partner and forfeiture of any outstanding Partner referral fee payments earned as a result of or after the violation.
2. Application process
2.1. When you apply for the Program, you must:
- select Partner or Expert tier on HETIKUS’s website (https://hetikus.com/become-a-partner/);
- provide accurate answers in the requested fields in the Program signup form;
- agree to the terms and conditions of this Agreement.
2.2. HETIKUS may request additional information about you in order to make sure that you qualify for the Program. At a minimum, Partners must be familiar with the HETIKUS service portfolio.
2.3. HETIKUS is under no obligation to accept you as an Partner and may refuse your application for any reason.
2.4. Upon acceptance of the terms stipulated in this Agreement and Addendum A, HETIKUS will activate your Partner account (“Partner Account”).
3.1. Upon activation of the Partner Account, you will have the opportunity to earn a fee for referring Clients to HETIKUS (hereinafter “Referral Fee”) subject to the terms and conditions provided in this Agreement.
3.2. You will be entitled to a Referral Fee only if the Clients you refer (hereinafter “Referred Client”):
- sign up for HETIKUS services using a specific link or cookie-based link provided by HETIKUS; or if the source of referral is explicitly expressed at the time of sign up.
- conclude an agreement for using the services provided by HETIKUS (hereinafter “Client Agreement”);
- pay for HETIKUS’s services.
3.3. Unless otherwise agreed upon, the Referred Clients can have access to a demo space where they may try all platform features before concluding an agreement for using the services provided by HETIKUS.
3.4 If the Referred Client signs up for HETIKUS services by going to HETIKUS’s website directly, such Referred Client will not be associated with the Partner who referred it to HETIKUS, and therefore the Partner will earn no Referral Fee.
3.5 Section 3.4 above is not applicable if the Referred Client initially uses the Partner’s cookie-based link provided by HETIKUS to access HETIKUS’s website and within thirty (30) days (“Cookie Period”) thereafter signs up for HETIKUS services, including by going to HETIKUS’s website directly. Referred Client will not be associated with the Partner and therefore the Partner will earn no Referral Fee using the cookie-based tracking method if:
- Cookie Period expires;
- the Client signs up for HETIKUS services within another web browser in which the cookie was not activated prior to the signup;
- the Client signs up for HETIKUS services after clearing cache in the web browser in which the cookie was activated.
3.6 HETIKUS reserves the right to change the mechanism it uses to create and track Referrals at any time. Partner’s continued participation in the Program after any such changes shall constitute your consent to such changes.
4. Referral Fee and Its Payments
4.1. HETIKUS will provide a monthly report via email on Referral Fee due to the Partner by the 2nd of the month following the end of each month.
4.2. The Referral Fee for affiliates is 33% (thirty three percent) of the revenue that the Referred Client generates for HETIKUS during the first twelve (12) paying months of each Client Agreement.
The Referral Fee for Experts is 20% (twenty percent) of the revenue that the Referred Client generates for HETIKUS for the entire duration of each Client (see details in Addendum A).
4.3. If the accrued Referral Fee is or exceeds €50, the accrued Referral Fee will be paid to the Partner by approximately the 15th of the month following the end of each month via PayPal or Transferwise. If the accrued Referral Fee is less than €50, the Referral Fee will be further accumulated by HETIKUS until the accrued Referral Fee reaches at least €50.
4.4 HETIKUS may withhold payments of Referral Fee for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by HETIKUS in its sole discretion. In addition, Referred Client payments for annual subscriptions that are cancelled or payments charged-back due to credit card fraud do not qualify for Referral Fee.
4.5. In case the Partner believes the Referral Fee has been wrongly calculated, the matter must be brought into HETIKUS’s attention by email to firstname.lastname@example.org within 5 business days of Partner receiving the report. Not doing so will constitute Partner’s acceptance of the calculation and the payment made based on it.
4.6. Any costs related to the performance of the Partner Agreement shall be borne solely by the Partner. HETIKUS is not obligated or required to and shall not pay any compensation to the Partner other than the Referral Fee.
5.1. HETIKUS shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Fee.
5.2. Partner shall be solely responsible for determining whether:
- Partner or HETIKUS is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Referral Fee and remitting any such taxes or charges to the appropriate authorities on behalf of itself or HETIKUS, as appropriate; and
- HETIKUS is required by applicable law to withhold any amount of the Referral Fee and for notifying HETIKUS in writing of any such requirement. Partner agrees to fully indemnify HETIKUS against any claims that may be asserted against HETIKUS or any losses HETIKUS may incur in the event Partner fails to notify HETIKUS of such requirement (including penalties and interest).
5.3. In the event of an audit of HETIKUS, Partner agrees to promptly cooperate with HETIKUS and provide copies of Partner’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Partner is engaging in an independent business.
6. Personal data
6.1. HETIKUS is not obliged to share with Partner any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have concluded a Client Agreement with HETIKUS.
6.2. If the Partner wishes to keep personal data concerning Referred Clients for its own internal use, the Partner must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them).
7.1. HETIKUS may make available to you a variety of sales and marketing materials such as logos, brochures, banners, photos, etc. (hereinafter “Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, Partner agrees that Partner:
- may use the Materials only for the purposes of performing your obligations under the Partner Agreement;
- will not modify, alter or otherwise change the Materials without HETIKUS’s prior written consent;
- will cooperate fully with HETIKUS in order to maintain the Materials; and
- will use only the Materials which are provided by HETIKUS or expressly approved by HETIKUS in advance of any such use.
7.2. All Materials are the copyrighted property of HETIKUS, its Partners and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to HETIKUS, its Partners and/or third party licensors and your use of the Materials does not grant to you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of HETIKUS.
8. Limitation of Liability
HETIKUS and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Partner for any amount or kind of loss or damage that may result to Partner or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.
If Partner’s use of Material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, Partner assumes all costs thereof. HETIKUS’s maximum aggregate liability under or in connection with this Agreement and the Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which HETIKUS is obliged to pay Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.
9.1. The Partner Agreement shall become effective as of sign-up to the HETIKUS Partner Program and will end when terminated by either party. Either you or HETIKUS may terminate the Partner Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least 14 days in advance. Notice by e-mail, to your address on the HETIKUS records, is considered sufficient notice to terminate the Partner Agreement. Upon termination of the Partner Agreement, HETIKUS will pay to the Partner any legitimate outstanding Referral Fees. In addition, unless HETIKUS has terminated the Agreement as a result of Partner’s breach of the Agreement, in which case, HETIKUS shall have no obligation to pay Referral Fees accrued after the termination of Partner Agreement, HETIKUS shall pay any due Referral Fees for up to twelve (12) months following termination of the Agreement.
9.2. HETIKUS reserves the right to terminate the Partner Agreement with immediate effect with any Partner who HETIKUS reasonably believes has violated this Agreement or applicable laws. Such violating Partner shall not be entitled to any accrued by and unpaid Referral Fees.
9.3. Partner and HETIKUS are independent contractors, and nothing in this Partner Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to represent or act on behalf of HETIKUS, including to make or accept any offers or representations or payments on HETIKUS`s behalf.
9.4. HETIKUS reserves the right to update and change the terms of this Agreement from time to time with a ten (10) day notice via email. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by HETIKUS from time to time shall be subject to these terms. Continued participation in the Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: https://partner.HETIKUS.com/terms-and-conditions. In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, HETIKUS shall pay you any Referral Fees that accrue based on the terms in effect immediately prior to your termination for twelve (12) months following termination of the Agreement.
9.5 Based on the performance of the Partner or other factors, HETIKUS may, in its sole discretion, at any time change the Partner’s status into an Expert, in which case an Addendum to this Agreement will be applicable to summarize the changes to the terms and conditions of this Agreement.
10. Applicable law and jurisdiction
10.1. The Partner Agreement shall be governed by and construed in accordance with the laws of Spain, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Partner and HETIKUS, any dispute arising out of or relating to the Partner Agreement, or the breach thereof, shall be governed by the the laws of Spain.
By accepting this Agreement and Addendum A hereto governing the special terms and conditions related to the Expert status, the Partner confirms that it has reviewed both the HETIKUS Partner Agreement and Addendum A and agrees to the terms and conditions stipulated therein.
Special Terms & Conditions related to Expert status
HETIKUS assigns the status of Expert to the Partner on the following terms and conditions:
|Revenue share||20% (twenty percent) of the revenue for licenses, add-ons and professional services delivered by HETIKUS.
80% (eighty percent) of the revenue for professional services delivered by the Partner.
A variable percentage of the revenue for professional services delivered jointly, to be determined in accordance with the contribution of each party.
|Revenue share duration||Lifetime of the Client Agreement|
|Partner’s right to publicly use the title of Expert||Upon successful completion of annual certification|
|Annual certification||Completion of HETIKUS Certification program by successfully passing HETIKUS Certification test within thirty (30) days after receiving initial annual certification email and successfully passing the above mentioned test within fourteen (14) days after receiving subsequent annual certification emails.|
|Condition for retaining the Expert status||A minimum of two (2) new paying customers per calendar quarter or retaining forty (40) existing paying customers; completion of annual certification.|
|Perk||Free HETIKUS demo account.|
Other terms and conditions
HETIKUS may, in its discretion, modify the terms and conditions set forth in this Appendix from time to time with a ten day notice via email. For the avoidance of doubt, the terms and conditions of this Addendum will override those presented in the HETIKUS Partner Agreement in case of conflict.