Partner Programme Terms

In summary

The customer

Anyone who opens an account with their partner code pays 25% less for 12 months, counted from their first payment.

The partner

Receives 50% of what that customer pays us, excluding VAT, during the 12 months following the first payment.

When they are paid

Every month, by the 15th, on the money received in the previous month. No minimum amount.

The golden rule

The partner is only paid when we receive payment. If we refund a customer, the commission on that money is withdrawn too.

Exit

Either party may end the partnership at any time. If the partner leaves without having breached these terms, they keep receiving commission on the customers they have already referred.

This summary helps reading but does not replace the text. The clauses below are the ones that count.

1The agreement

1. These terms are the agreement between ClockWitness (“we”, “us”) and each person or company admitted to the Partner Programme (“the partner” or “you”).

   The Partner Programme is run by Espírito Rebelde Publicidade e Marketing Lda.

   Address: Rua da Fábrica 222, Armazém 2, 4470-768 Maia, Portugal

   Registration number: 509360378

2. The partner accepts these terms when they accept the invitation and first log into the partner portal at portal.clockwitness.com. From that moment, these terms apply as a written agreement between the parties.
3. The partner acts on its own account, as an independent professional. This agreement does not create an employment relationship, partnership, agency or representation, nor does it give the partner power to make commitments on our behalf.
4. The partnership is non-exclusive. The partner may recommend other products, and we may have other partners, including in the same country or sector.

2Definitions

Partner code

The partner’s personal code, in the format CW-XXXXXXXX.

Partner link

The address https://clockwitness.com/signup/?ref= followed by the partner code.

Referred customer

A company whose ClockWitness account was created with the partner code, under clause 5.

Payment received

Money that the referred customer has paid us for their ClockWitness subscription and that has actually reached our account, excluding VAT and other taxes.

Commission period

The 12 calendar months counted from the date of the first payment received from each referred customer.

Commission

The part of each payment received that belongs to the partner, calculated under clause 7.

Portal

The private area at portal.clockwitness.com where the partner views referred customers, commissions and payments.

3Joining the programme

1. Joining is by invitation. Anyone who wishes to become a partner may ask by email at partnership@clockwitness.com. We may accept or refuse a request without having to give reasons.
2. The partner must be of legal age and have legal capacity to enter into this agreement. Where the partner is a company, the person accepting these terms declares that they have the power to bind it.
3. The partner tells us, and keeps up to date in the portal: name or company name, country, email, tax identification number (where one exists) and the details needed to receive payments. This information is used to pay the partner and to meet our tax obligations.

4The partner code

1. Each partner receives their own partner code, linked to their email. The holder of that email is the person who receives the commissions.
2. The partner may share the partner code and the partner link wherever they like, within the rules of clause 11.
3. The partner code is personal. It may not be sold, assigned or transferred to another person without our written agreement.

5How a customer is assigned

1. A customer is assigned to the partner when they request an account using the partner code: by opening the partner link, which fills in the code automatically, or by typing the code in the account request form.
2. The assignment is recorded on the customer’s account at the moment the account is created. It does not expire. We do not use cookies or 30- or 90-day windows: what counts is the code used in the request.
3. Without a partner code in the request, there is no assignment. We do not assign customers later, nor on the basis of clicks, conversations, emails or any other evidence that the customer learned about ClockWitness through the partner.
4. Each account has at most one partner. If two codes are given, the one stated in the request that created the account applies.
5. Accounts that already existed before the request with the code are not assigned, nor are new accounts of a company that is or was already our customer.
6. Accounts in the free trial (30 days) are assigned, but only generate commission once they start paying. There is no permanent free plan.

6The referred customer’s discount

1. The referred customer pays 25% less than the ClockWitness price for 12 months, counted from the first payment received. After that, they pay the normal price. If the price changes during that period, the customer keeps paying 25% less than the new price.
2. The discount is recorded on the customer’s account at the moment of assignment and applied automatically. The cost of the discount is ours; it is not deducted from the partner’s commission.
3. The discount remains until the end of its period, even if the partnership ends. The customer does not lose anything because of what happens between us and the partner.
4. The partner discount cannot be combined with other promotions. If the customer is entitled to more than one, the one most favourable to them applies.

7The commission

1. For each payment received from a referred customer within the commission period, the partner earns 50% of that payment.
2. The commission is calculated on what the customer actually pays: after the 25% discount and excluding VAT and other taxes.
3. The commission period is 12 calendar months counted from the first payment received from the customer (not from the registration date). Payments made after those 12 months do not generate commission.
4. Only money received counts. The following do not generate commission: unpaid invoices, failed or still-unsettled payments, free trial periods, and credits or offers that we ourselves grant to the customer.
5. Refunds and chargebacks. If we refund money to a customer, or if a payment is cancelled by the bank or the card issuer, the commission on that money is cancelled in the same proportion. The cancellation never exceeds the commission that payment generated, and there is no cancellation if the refunded payment did not generate any commission.
6. Amounts are calculated to the cent and rounded down.

Example at current prices. ClockWitness costs €7.00 per user per month. A company signs up with its partner code and has 10 users:

If the customer adds users, they pay more and the commission rises in the same proportion. If in a given month the customer does not pay, there is no commission for that month. If we refund half of a month, half of that month’s commission is withdrawn.

8Payment to the partner

1. We pay commissions every month, by the 15th, on the payments received in the previous month.
2. There is no minimum amount. We pay whatever balance there is, however small.
3. We pay in euros, by PayPal or bank transfer, or in cash when agreed in writing. Fees charged on the partner’s side (by its bank, by PayPal or for currency conversion) are borne by the partner.
4. The partner is responsible for the payment details being correct. A payment made to the details given in the portal is deemed made.
5. Where the law of the partner’s country requires it, the partner issues an invoice or receipt for the amount to be received before payment. Taxes on the commissions (for example income tax, corporate tax, VAT or equivalents) are the partner’s responsibility.
6. If, after a refund, a month’s balance is negative, that amount is deducted from subsequent payments. If the partnership ends with a negative balance, the partner repays it within 30 days of our request.
7. If we have concrete indications of fraud or of a breach of these terms, we may suspend payment of the commissions concerned while we verify, for a maximum of 60 days, notifying the partner by email and explaining the reason.

9Portal and accounts

1. In the portal, the partner can see at any time the referred customers, the commissions generated, the payments already received and the balance due.
2. If the partner disagrees with an amount, they must tell us by email within 90 days of the payment in question. We reply within 30 days, explaining the calculations. If the error is ours, we correct it in the next payment.
3. The partner keeps their password safe and does not share access to the portal.

10Commission only

1. The partner’s only remuneration is the commissions under these terms.
2. We do not pay for listings, ranking positions, sponsored articles, reviews, registration fees or any other fixed amount, either to partners or to third parties.

11How to promote

1. Disclose the partnership. Whenever the partner recommends ClockWitness with the partner code or the partner link, the partner must state clearly and visibly that they receive a commission, for example “affiliate link” or “we receive a commission if you sign up through this link”. This is a requirement of consumer protection law.
2. Not permitted:
   • paid advertising using our brand: bidding on “ClockWitness”, on variations of it or on its misspellings in Google Ads, Microsoft Ads or similar services, or using the brand in domains, page names, applications or social media accounts;
   • spam: sending emails, messages or comments to anyone who has not consented to receive them;
   • false or misleading statements: promising features, prices or conditions that ClockWitness does not have, or presenting oneself as ClockWitness or speaking in our name;
   • self-referral: using one’s own partner code for one’s own company, for companies one controls, or for accounts created only to generate commission.
3. Customers brought in through a prohibited practice do not generate commission. In case of breach, clauses 8.7 and 14.3 also apply.

12Use of the brand

1. While the partnership lasts, the partner may use the name ClockWitness and our logo solely to promote ClockWitness under these terms. This permission is non-exclusive, cannot be assigned and ends with the partnership.
2. The partner does not alter the logo, nor use it in a way that suggests ClockWitness sponsors or approves the partner beyond this partnership.

13Data and confidentiality

1. Each party processes the personal data it needs on its own account, as controller, and complies with the General Data Protection Regulation (GDPR). We process the partner’s data as explained in our Privacy Policy.
2. On the portal the partner sees only what is needed to confirm their commissions: the name of the customer company, the dates and the amounts. They have no access to the customer’s account data or to the data of the people who work for the customer.
3. The partner keeps confidential what they see in the portal and does not use it for any purpose other than tracking their commissions.

14End of the partnership

1. Either party may end the partnership at any time, by email, without having to give a reason.
2. When the partnership ends without breach of these terms: the partner code stops serving new customers from that day; the partner continues to receive commissions on the customers already referred until the end of each one’s commission period; the portal remains accessible to track those amounts; and payments follow the rules of clause 8.
3. When the partner breaches these terms (in particular clause 11, fraud or self-referral): we may end the partnership immediately, by email, stating the reason; the partner loses the commissions not yet paid and future commissions; and the partner code stops working.
4. If we close the Partner Programme, we will give 30 days’ notice, and clause 14.2 applies to all partners who are not in breach.
5. In all cases, referred customers keep their discount (clause 6.3).

15Liability

1. Each party is responsible for its own acts. The partner is liable to us for damage caused by its promotion in breach of these terms, including claims by third parties.
2. To the extent permitted by law, our liability to the partner under this agreement is limited to commissions due and not paid, and we are not liable for loss of profits or indirect damages.
3. Nothing in these terms limits liability that cannot be limited by law, such as liability arising from wilful misconduct.

16Changes to these terms

1. We may change these terms, notifying partners by email with 30 days’ notice.
2. Changes do not apply to commissions already generated, nor do they withdraw the discount from customers already referred.
3. A partner who does not agree to a change may end the partnership before it takes effect, with the effects of clause 14.2.

17Final provisions

1. These terms are the complete agreement between the parties on the Partner Programme and replace any earlier discussions or proposals on the same subject.
2. If a clause is held to be invalid, the remaining clauses remain in force.
3. Communications between the parties are made by email: ours to the partner’s email, and the partner’s to partnership@clockwitness.com.
4. These terms are published in several languages. If the versions differ, the English version prevails.

18Governing law and courts

1. This agreement is governed by Portuguese law.
2. Before going to court, the parties try to resolve any disagreement by email, in good faith, for 30 days.
3. Failing that, disputes are resolved by the courts of Portugal, as in the Terms of Service for customers.