Version applicable from 23rd April 2023.
Partnership Agreement – represents the Partner Agreement between TUDOR MARKETING SERVICES S.R.L. (the “Company”) and the participant to the Partnership Program as a “Partner” or “Affiliate”.
0. PRELIMINARIES
0.1. The Company is interested to acquire customers for its lead generation and coaching/training service. It’s intended target market meets all the criteria detailed below:
- a) B2B digital service agencies with 1-10 employees, based in Europe or North America and activating in one of the following industries: web design, graphic design, public relations, digital marketing, content writing, copywriting, SEO, animation & video, digital advertising, PPC, or branding.
- b) Companies that are looking to expand, they can find their ideal clients on LinkedIn and they prefer someone else to do their marketing.
- c) Their average deal size is between $1,000 and $50,000 per project and they do NOT work via RFPs.
0.2. The Partner has access to the ideal target market that the Company is interested to access and is willing to introduce the Company to them. The Partner must meet all the following criteria to qualify to join the Partnership Program:
- a) Is not a competitor to the Company.
- b) Can refer clients who fit the Company’s target market.
- c) Clients it can refer are interested to expand their business through LinkedIn.
- d) Has email lists that the Partner has built himself over time that contains companies that meet the criteria for the Company’s intended target market. The email list may not be purchased.
0.3. The Company may make exceptions to some of the criteria mentioned in 0.2. when qualifying the Partner or may request additional criteria to be met before allowing the Partner to join the Partnership Program. The Partner is solely responsible for the accuracy and truthfulness of the information provided and for ensuring the necessary permissions for legally marketing the Company to its list of clients and prospects.
1. THE PURPOSE & CONDITIONS OF THE PARTNERSHIP PROGRAM
1.1. The Company shall decide at its sole discretion which Partners it accepts and which it doesn’t in its Partnership Program.
1.2. The Company shall put at the disposal of the Partner the following:
a) An Affiliate Dashboard where the Partner can monitor the progress of prospects it has referred, see the commissions it has earned, and request payment from the Company. The Dashboard will also allow the Partner to see its referral tracking code and any discounts specifically associated with their account, so they can use them in their promotions.
b) Promotional Materials including but not limited to a slide deck in PowerPoint or KeyNote format that displays the Partner’s logo in addition to the Company’s and allows the Partner to introduce the Company’s service to its clients and prospects. At its discretion the Company may choose to create additional promotional materials specifically for the Partner.
c) Upon request by the Partner, a discount coupon with a special offer discount for its prospects & clients will be created. The discount can vary between 5-15% and it will be deducted from the total sum on which the Partner’s commission is calculated.
1.3. The Partner shall use the goodwill and trust it has built with the Company’s intended target market along with the promotional materials put at its disposal by the Company to introduce the Company to its intended target market.
1.4. Once the introduction is made the Company is solely responsible for the negotiation and conclusion of the agreement with the potential client introduced by the Partner.
1.5. The Partner has the obligation to make sure that the clients referred fit the criteria required by the Company to the best of its ability.
1.6. For the avoidance of any doubt, the Partner is independent and doesn’t act as an employee of the Company, nor does this agreement constitute a Joint Venture between the two parties.
1.7. Given that the Partner will be engaging in discussions with prospective clients in order to get them to book a sales call with the Company or buy its services, the Partner must act with professionalism and take all due diligence necessary in order to protect the reputation of the Company, and will be liable for any damages caused to the Company due to its actions while using the resources, tools, promotional materials and name of the Company that is put at its disposal. The Partner MAY NOT alter the promotional materials put together by the Company without the Company’s permission. The Partner MAY NOT misrepresent the services or reputation of the Company in its marketing efforts.
1.8. The Partner should not use its access to the property of the Company for its own use or in any way that shall cause damages or misrepresent the Company.
1.9. The Partner agrees to NOT attempt to enter any other partnerships, or affiliate agreements that involve or attempt to market or sell by itself a similar service to that of the Company to the same intended target market for the duration of its membership to the Partnership Program and for a period of 2 years from when it requests the deletion of its Partner account.
1.10. The Partner must keep the login information to the Affiliate Dashboard secret.
1.11. The Partner is liable to cover all the damages produced to the Company in case of failure to comply with its obligations. Failure to respect clause 1.9. will result in irremediable damages to the Company and the Partner agrees to immediately be liable to pay 10,000 USD, in addition to covering any other excess damages caused.
2. THE COMMISSIONS, METHODS OF PAYMENT & WITHDRAWAL CONDITIONS
2.1 The Company has the obligation to pay the Partner a 20% commission off the referred client's first payment minus any taxes & discounts.
2.2 The commission will be paid in USD via PayPal in the account provided inside the Affiliate Dashboard by the Partner. It is the Partner’s obligation to make sure the PayPal account provided is correct and the Company will not be liable for any loss of earnings caused in the case of the commission being paid to the wrong PayPal account in cases where this is the same account as the one submitted by the Partner.
2.3 In order to receive payment, the Partner MUST submit an invoice following the template & instructions provided by the Company and if necessary make any adjustments required to it by law. It is up to the Partner to request payment at its own convenience, and the Company will not initiate payments unless the Partner requests it within the Affiliate Dashboard or by email.
2.4 Once the invoice is submitted in accordance with clause 2.3, the Company will make payment within 7 business days. If the format & instructions in clause 2.3. is not respected, the Company can request the Partner to adjust the invoice.
3. INDEMNIFICATION
3.1. The Company has the obligation to inform the Partner of the referred prospects it has converted into clients through its Affiliate Dashboard. In case the Company intentionally concludes an agreement with a client introduced by the Partner for its main service, but intends to hide it and, as a result with foreknowledge and willingness fails to pay the commission and breaches the present agreement, the Company will be bound to pay to the Partner as an indemnification for breaching the present agreement 80% of the value of the agreement concluded with the client introduced by the Partner or the amount of $10,000, whichever is smaller.
3.2. In case the Partner does NOT adequately use the referral token, links and promotional materials that help the Company identify the clients it has referred automatically through its Affiliate Dashboard, then the Company may mistakenly believe it has acquired the client in question by itself. If this happens, and the Partner offers a Spreadsheet containing the details of the customers it has referred, the Company has the obligation to go through its own customer list and see if a mistake was made. If a mistake is identified, the Company has the right to request proof that the Partner introduced the Client to them before the date of the Client’s first purchase. Once adequate proof is shown and validated by the Company, the Company will retroactively calculate and pay the necessary commissions to the Partner according to clause 2.
4. CONFIDENTIALITY AND DATA PROTECTION
4.1. The Partner has the obligation to keep ALL resources shared by the Company confidential, including access details to the Partner Dashboard, software and any other documents and/or tools put at its disposal. Failure to do so will result in irremediable damages to the Company and the Partner agrees to immediately be liable to paying 30,000 USD, in addition to covering any other excess damages caused.
4.2. The Parties will collect and use personal data only for the execution of the present agreement and they declare that they will adopt all the necessary measures in order to ensure data confidentiality.
5. NOTIFICATIONS
5.1. All the notifications sent by the parties will be considered available if they are addressed by e-mail at the official e-mail addresses of the Parties:
- a) For the Company: [email protected]
- b) For the Partner to its sign-up email address.
Or through a Slack communication channel set up by both parties or through the Affiliate Dashboard.
5.2. Each Party has the obligation to inform the other Party for any changes in the above-mentioned correspondence details, under the penalty of the non-enforceability of this modification against the other party.
6. ENTRY INTO FORCE AND DURATION
6.1. The present agreement shall enter into force on the date of the Partner’s acceptance of the present terms & the approval of its application to join the Partnership Program by the Company.
6.2. Each Party has the right to terminate the present agreement with a prior notice period of 30 days. Termination of the Agreement will not affect its application to potential clients that have already, in the past, been referred by the Partner to the Company.
6.3. The Company has the right to terminate the present Agreement at any point if the Partner breaches any of its obligations. Once the Agreement is terminated regardless of the reason, the Partner is obliged to destroy the promotional materials offered by the Company and not to attempt to recreate them or use them for any other purpose at the present moment or in the future. In case of breaching this clause, the penalty from clause 4.1. will apply to the Partner.
7. APPLICABLE LAW AND JURISDICTION
7.1. The present agreement shall be governed by laws of Romania. By accepting the present agreement, the Partner declares that it understands and agrees with this clause.
7.2. Any dispute between the Parties shall be solved amicably. In the event of the impossibility of an amicable solution, the case will be referred to the competent courts in Romania, from the Company’s headquarter.
8. MISCELANEOUS
8.1. The present agreement is completed by the Terms & Conditions of the Company. By requesting to join the Partnership Program, the Partner explicitly agrees to the Terms & Conditions of the Company found here: https://tanda.digital/terms-and-conditions/
