Affiliate Program Terms

Preamble

With this referral agreement, the contracting parties enter into a contract whose goal for both parties is to acquire and develop new customers or projects for the partner over the long term.

By signing up for chatarmin.promotekit.com you agree to this standard affiliate agreement.

Therefore, the contracting parties should agree on the following within the framework of this referral agreement:

1. Topic

The company will refer potential customers to the partner who may be interested in the partner’s services and products. The referral takes place via a clearly defined process. The company will bring the appropriate decision-maker at the potential customer and the clearly defined contact person at the partner into contact with each other.

Before initiating contact, the company and the partner will clarify whether the company already has a binding business relationship with the potential customer (in the sense of a written customer agreement).

The partner undertakes to provide honest statements about the contact status to the best of their knowledge and belief.

2. Management of Contact Suggestions / Shared Spreadsheet

To ensure easy and transparent management of contact introductions, and to provide reporting that is accessible at any time, both contracting parties are given access to a confidential Google Spreadsheet created by the company. However, this sheet does not serve as proof of customer introductions. These must be documented and evidenced separately and specifically, so that any business generated within three months can be clearly traced back to the original introduction.

3. Referral Fee

If a contract arises from the introduction made by the company between the potential customer and the partner, the contracting party agrees to forward a referral fee of 20% of the net revenue from the concluded contracts to the company. This applies to all “Chatarmin revenues” with the goal of selling WhatsApp software. Sales of alternative products like telephony, email, social media comments, or similar are excluded. If unclear—e.g., the customer purchases a so-called “multichannel suite”—the amount will be apportioned accordingly.

The referral fee is 25% of all net revenues based on customer contracts, including “Committed MRR” (fixed monthly license revenue), “setup fees,” and variable fees or follow-up contracts in case of renewal—provided that the sales efforts leading to the deal can be attributed to the Chatarmin team.

If there are any material changes to the partner’s pricing or cost model, the partner agrees to proactively and promptly approach the company, provide relevant information, and submit appropriate documentation. The contractual parties will then mutually agree in writing to adjust the referral fee model. This applies, for example, if the fees currently charged directly by Meta to the partner’s customers (e.g., per WhatsApp message) are, from a certain date, billed indirectly via the partner.

Billing is done semi-annually as of June 30 and December 31 of each year. The partner commits to reporting the revenues generated from each customer and the corresponding referral fee — based on customer contracts closed during the previous half-year — within 14 days after each semi-annual period ends.

The company will then issue an invoice in accordance with Austrian accounting standards and send it to the partner.

The invoice will comply with applicable tax regulations. If one of the contracting parties is not an Austrian entity, the reverse charge mechanism applies — meaning no VAT is charged, and the recipient of the service is responsible for VAT.

The referral fee for the past half-year is due no later than 90 days after the invoice date.

4. Duration of this Agreement

This agreement is concluded for an indefinite period. It may be terminated by either party at the end of any calendar quarter, with a notice period of one month. Upon successful termination, all past and future claims shall expire, regardless of their status.

5. Confidentiality Agreement

Both parties are obligated to maintain confidentiality. All information, data, and documents as well as business and trade secrets obtained or made accessible through this contractual relationship are to be used exclusively for the purposes of this agreement and must otherwise be kept confidential.

If information is shared for the purpose of fulfilling contractual obligations, it must be passed on as confidential information and may not be used for any other purpose than the one intended.

Both parties agree to impose these confidentiality obligations on their employees and any third parties involved in fulfilling the contract.

This confidentiality obligation remains in effect even after the end of the contractual relationship.

The parties also agree to promptly return all documents received from the other party related to this agreement upon its termination.

6. Liability

Each contracting party is solely responsible for actions occurring within their own sphere of influence.

The following limitation of liability is mutually agreed upon:

The parties shall not be liable for incidental, consequential, indirect, or special damages, including loss of profits or business interruptions, caused or allegedly caused by the performance or non-performance of services.

Liability for slight negligence is excluded by mutual agreement.

Any liability is limited to the respective invoice amount for the relevant service period.

In general, liability is capped at the total contract value, but in any case, not more than EUR 2,000.

Any claims for damages must be brought before a court within six months from the time the damage could have been discovered, otherwise the claim is forfeited. Suspension or interruption of this period is excluded.

These limitations of liability apply without restriction unless expressly agreed otherwise.

Both parties mutually and explicitly waive claims based on error, “laesio enormis” (i.e., reduction of value by more than half), or frustration of contract. Such claims will not be asserted by either party.

7. Conclusion of Contract

This referral agreement may be concluded by email or in writing (either as a jointly signed original document and/or PDF).

8. Completeness

This agreement constitutes the final, complete, and exclusive agreement between the contracting parties.

Any changes or additions are only valid if agreed in writing or by email, and only by managing directors or authorized signatories.

9. Severability Clause

If any provision of this agreement is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that most closely reflects the original economic intent.

10. Place of Performance / Jurisdiction / Applicable Law

The place of performance for all obligations arising from or related to this business relationship is the registered office of the company. Tax regulations remain unaffected.

The exclusive place of jurisdiction for any disputes arising from or related to this business relationship is agreed to be Vienna, Austria.

The agreement is governed exclusively by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

By signing below, the contracting parties acknowledge and accept this agreement.

The person(s) signing on behalf of the customer confirm by their signature that they are duly authorized and legally entitled to represent the customer.