Affiliate Program Terms

Contesaur Affiliate Program Terms and Conditions

Pretty Much Nomads s.r.o.

1. INTRODUCTORY PROVISIONS

This document serves as the terms and conditions of the Contesaur Affiliate system and governs the legal relationship between the Provider and the Partner arising in connection with the Contesaur affiliate system.

To avoid doubt, these Terms and Conditions shall form part of the Contract between the Provider and the Partner, which shall be formed in accordance with paragraph 4.1 of the Terms and Conditions.

2. DEFINITIONS

For the purposes of these Terms, the following terms are defined:

Confidential Information shall mean all facts of a commercial, know-how, technical, industrial, design, production, distribution, investment, financial, accounting, tax, legal, contractual, administrative, marketing, labor, managerial or strategic nature relating to the Provider or its customers/clients which are not generally available in the commercial world and which come to the attention of the Partner in the context of the Agreement and the performance of these Conditions, irrespective of whether such facts constitute the subject matter of a trade secret.
Code means a unique set of characters – a code which will be unique for each Partner separately and the use of which by the Customer will entitle the Partner to a commission and, at the same time, entitle the Customer to a discount in the amount determined by the Provider.
Civil Code means Act No. 89/2012 Coll., the Civil Code, as amended.
A Partner is a person who meets the conditions in these Terms and Conditions and enters into a Contract with the Provider.
Terms and Conditions means these Contesaur Affiliate Program Terms and Conditions.
Provider means Pretty Much Nomads s.r.o. company, with registered office at Chudenická 1059/30, Hostivař, 102 00 Prague 10, ID 090 83 863, VAT ID CZ09083863, registered under file No. C 330591, registered with the Municipal Court in Prague. The company is a VAT payer. Contact e-mail [email protected].
Contract means a contract arising based on these Terms and Conditions (see paragraph 4.1. of the Terms and Conditions) to which the Provider and the Partner are parties.
Contracting Party means the Provider, Partner, or both as Contracting Parties.
Service means the Contesaur application, which serves as a marketing content scheduler and is operated as SaaS by the Provider.
Customer is a person who, on the basis of the Partner Code, enters into a contract with the Provider for the provision of the Service.
Corporations Act means Act No. 90/2012 Coll., on Companies and Cooperatives (Corporations Act), as amended.
ZSIS (ISA) means Act No. 480/2004 Coll., on Certain Information Society Services, as amended.

3. PARTNER

The Partner can only be a natural or legal person.

A person cannot be a Partner:

Who does not have a trade license that would allow them to perform the Contract in accordance with these Terms and Conditions;
Who is the subject of insolvency proceedings in which a bankruptcy decision has been issued, or even if the insolvency petition has been dismissed because the assets are insufficient to cover the costs of the insolvency proceedings;
Who has entered into liquidation;
With whom the Contract has been terminated in the past because of a breach of the Terms and Conditions or other conduct that has harmed or is harming the Provider.

The Partner shall be liable to the Provider for the accuracy and completeness of the information provided when concluding the Contract.

4. CONCLUSION OF THE CONTRACT

The commission system is provided based on a Contract, which is either:

Via the registration form on the Provider's website after the Partner has agreed to these Terms and Conditions and the Provider has sent a confirmation of the conclusion of the Contract to the Partner or
By any other means which shows the essential elements of the Contract and of which these Terms and Conditions form part, particularly by email or other appropriate means.

The Partner acknowledges that the Partner is not entitled to enter the Contract, and the Provider reserves the right not to enter into such Contract.

5. BASIC RULES OF COOPERATION

Based on the Agreement, the Partner recommends the Service to its Clients and third parties, and the Provider undertakes to pay the Partner a Commission for each Customer.

The Provider will provide the Partner with a Code, which, when entered by the Customer upon registration to the Service, will pair the Partner with a specific Customer for the purpose of payment of the Commission.

6. PROHIBITED ACTS

The Partner acknowledges that they must not engage in any conduct that may cause any harm to the Provider, in particular, they must not:

Violate applicable and effective legislation in the performance of the Agreement;
Act in a manner contrary to best practice and in a manner that may be irritating to the Customers in the performance of the Contract;
Violate data protection rules;
Violate the rules relating to the sending of commercial communications, in particular sending Codes by e-mail without valid and documented consent of the addressee or without complying with the conditions of Section 7(4) of the ZSIS (ISA);
Damage or endanger the good name and reputation of the Provider and the Service;
Interfere with the rights of third parties, including intellectual property rights or personality rights;
Use the Provider's or the Service's name in PPC advertisements or engage in marketing activities that may harm the Provider.

7. ENTITLEMENT TO COMMISSION

The Partner shall be entitled to a commission for each Customer who registers an account in the Service and purchases the Service through the Code, in the amount of 20% of each net fee paid for the Service (not additional services or consultations) by the Customer, i.e., net of taxes and related fees, unless the Parties agree on a different percentage in the Agreement.

The right to the commission shall cease by:

Termination of the Contract in accordance with Article 8 of the Terms and Conditions;
Termination of the Customer's use of the Service for whatever reason;

The right to commission does not arise if:

A Customer is a person who, in relation to the Partner, is a controlling person under Section 74(1) of the Business Corporations Act, an influential person under Section 71 of the Business Corporations Act, or acts in concert with the Partner, or jointly forms a concern under Sections 78 and 79 of the Business Corporations Act;
There is a breach of these Terms and Conditions by the Partner;
The Customer withdraws from the Contract, cancels the Order, or ceases to pay for the ordered Services properly;

8. COMMISSION PAYMENT CONDITIONS

The Parties agree that the Partner is entitled to payment of the commission when the sum of commissions, according to Article 7, reaches at least 500 CZK. When this amount is reached, the Provider shall send the Partner an invoice giving details of the claim.

The Partner undertakes to invoice the Provider for the amount stated in the statement. To avoid doubt, the invoice shall be due for payment at least 30 days from receipt by the Provider. If a shorter payment period is indicated on the invoice, it shall be payable within 30 days of its delivery to the Provider.

FInvoicing under Article 8 of the Terms and Conditions shall be on a maximum monthly basis, although the Provider may decide that the period shall be longer.

According to Czech legislation, the invoice shall contain all data and requirements of a tax document.

9. THE DURATION OF THE CONTRACT AND ITS TERMINATION

The Contract under these Terms and Conditions is concluded indefinitely unless the Parties agree otherwise.

The Parties shall be entitled to terminate the Contract by giving one month's notice, which shall commence at the beginning of the calendar month following the month in which the notice is delivered to the other Party.

The Provider shall be entitled to terminate the Contract when:

They find that the Partner has breached these Terms and Conditions;
The Partner has ceased to operate, or any of the situations referred to in paragraph 3.2.1 or 3.2.2 of the Conditions occur;
The Partner fails to place another Customer for a period of 24 months;

In the event of termination of the Agreement by notice, the Partner shall be entitled to claim payment of the commissions to which the Partner is entitled from the Provider until the expiry of the notice period.

10. PROTECTION OF CONFIDENTIAL INFORMATION

The Partner is obliged to handle Confidential Information so that it is not leaked or misused. The Partner shall use its best efforts as may reasonably be required to maintain the confidentiality of the Confidential Information and to protect the Confidential Information against any disclosure to a third party in breach of these Terms.

The Partner agrees not to disclose Confidential Information to any other person (including its employees or subcontractors) except with the consent of the Information Provider.

The Partner undertakes to ensure that all persons to whom it discloses Confidential Information are obligated to protect the Confidential Information commensurate with the Partner's obligation to the Provider.

The Partner undertakes that:

They use all Confidential Information solely for the purposes of the Agreement and not for any other purpose;
They do not disclose or use the Confidential Information to any other entity for their or any other person's gain unless such use is in furtherance of a right or obligation under the Contract;
They shall not use any Confidential Information for its own financial or other benefit or any benefit of any third party except for the use of the Confidential Information for the performance of the Contract.

The Partner undertakes to dispose of the Confidential Information (including its tangible media) and to return the Confidential Information to the Provider without undue delay upon its request, but no later than 7 days after receipt of this request. The Partner shall not be obliged to destroy the Confidential Information if they are prevented from doing so by a legal obligation.

Neither the Agreement nor the Provider's disclosure of the Confidential Information shall confer on the Partner a license or any intellectual property right in the Confidential Information other than the right to a copy of the Confidential Information made expressly for the purpose of performing the Agreement.

The Partner undertakes to promptly notify the Information Provider of any threat to or leakage of the Confidential Information, in particular any threatened or actual disclosure of the Confidential Information to third parties in breach of these Terms.

The Partner shall be liable for any breach of its obligations in handling Confidential Information under these Terms and shall be liable to the Provider for any damage caused.

11. CHANGE OF TERMS

The Provider is entitled to change or amend the wording of these Terms and Conditions, including the amount of the Commissions specified in the Affiliate System, at any time. The rights and obligations of the parties shall always be governed by the wording of the Conditions under which they came into effect. The Provider shall notify the Partner of any change to the Terms and Conditions via contact email 30 days before the new Terms and Conditions come into effect. The new version of the Terms and Conditions shall be effective against the Partner from the effective date specified in the change notification. In the event that the Partner does not agree with the change of the Terms and Conditions, the Partner is entitled to terminate the Agreement in accordance with these Terms and Conditions.

12. LIABILITY FOR DAMAGE AND ITS LIMITS

The Partner shall be fully liable for any damages caused by their actions violating these Terms and Conditions and the law of the Czech Republic to the Provider, other users of the Provider's website, or third parties.

In the event that the Provider incurs damages due to the violation of these Terms and Conditions or legal regulations, the Partner is obliged to compensate the Provider in full (unpaid commissions do not reduce the amount of damages).

To the maximum extent permitted by law, the Provider excludes its liability for any damages incurred by the Partner in connection with the Agreement.

13. APPLICABLE LAW AND DISPUTE RESOLUTION

The rights and obligations of the Parties under this Agreement shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended, and other relevant provisions of the Czech legal system.

The Parties shall agree on a court of the Czech Republic with local and substantive jurisdiction according to the Provider's registered office for any disputes.

14. SALVATOR CLAUSE

If any provision of the Contract, the Terms and Conditions, or other documents is or becomes invalid, ineffective, or unenforceable contrary to the intention of the Parties or such invalidity, ineffectiveness, or unenforceability becomes inevitable (in particular as a result of a change in applicable law), this shall not affect the validity, effectiveness or enforceability of the remaining provisions of the Contract, the Terms and Conditions or other documentation.

In the cases referred to in paragraph 14.1 of the Conditions, the Parties undertake to provide each other with mutual assistance and to take appropriate legal action to replace the invalid, ineffective, or inapplicable provision with another to preserve and fulfill the purpose of the Contract, the Conditions or the document in question.

15. FINAL PROVISIONS

The waiver by either Party of a claim for breach of any provision of the Contract shall not constitute or be construed as a waiver of any other provision of the Contract nor as a waiver of any other breach of that provision. No extension of time for the performance of any obligation or measure under the Contract shall be deemed an extension of time for the next performance of that obligation or measure or any other obligation or measure. Failure or delay in exercising any right or condition shall not be deemed a waiver by the Party entitled. No waiver of any right or condition will be effective unless in writing.

Neither Party shall be entitled to assign its rights and obligations under the Contract to a third party without the prior written consent of the other Party. All rights and obligations under the Contract shall, unless the nature of such rights and obligations so excludes, pass to the successors in title of the Parties.

These Terms and Conditions shall be effective from 1 July 2023.