Partner Programme Agreement

1. General

The relationship between the Partner and Wlaunch is governed by the terms of this Partner Programme (hereinafter referred to as "The Programme"), the Wlaunch Privacy Policy and the Wlaunch Licence Agreement where applicable.

The Wlaunch Partner Programme aims at promoting and distributing Wlaunch's services and establishes standard conditions for cooperation with Wlaunch's Partners, including the amount, procedure, and conditions for accruing and paying commissions for bringing new clients to the Service. The terms of the Programme apply to all Partners. Wlaunch has the right to approve separate terms of cooperation with a specific Partner.

The terms of the Programme can be changed and supplemented by Wlaunch's administration. The new version of the Programme takes effect from the moment it is placed on the Service's official website. Continued use of the Service and further participation in the Partner Programme means accepting and agreeing with the Programme's new edition and its possible changes.

2. Definitions

"Partner" means an Integrator or Affiliate.

"Service" means the "WLAUNCH" web portal at https://wlaunch.net, including all subdomains, mobile applications, and API.

"Affiliate" means an individual or company participating in the Partner Programme by engaging new users and encouraging them to register using the Affiliate's personal referral link or promo code.

"Integrator" means an individual or company participating in the Partner Programme by bringing new users, consulting them on Wlaunch's services, as well as creating, configuring, and providing ongoing support for settings in acquired customers' Wlaunch accounts. Integrators must maintain active access to their clients' accounts. If an Integrator does not have any active user in a client's account, they shall not be considered an Integrator and will be treated as an Affiliate.

"User" means an individual or company that was engaged by the Integrator (via embedded account access) or the Affiliate (via personal referral link or promo code) and uses the Service on a paid basis.

"Licence Payment" means a payment by the User for a Wlaunch licence. Top-ups, add-ons, SMS credits, online payment processing fees, and other non-licence payments are excluded from commission calculation.

"User Discount" means the ongoing discount applied to the User's Licence Payment invoices, funded from the Partner's commission. The discount amount is determined by the Partner in the Partner Account by allocating the commission rate between personal credit (earned by the Partner) and a discount for the User. The sum of the personal credit percentage and the discount percentage always equals the Partner's applicable commission rate.

"Attraction Tool" means the Partner's referral links, widgets, QR codes, and promo codes containing the Partner's unique identifier.

"Active Client" means a User with an active Wlaunch licence, referred by the Partner.

Terms used but not defined herein shall have the respective meanings given to them in the Wlaunch Terms of Use and the Wlaunch Privacy Policy.

3. Conditions of cooperation for Integrators

Wlaunch provides the Integrators with:

1. Access to clients' Wlaunch accounts via embedded team member access. This allows Integrators to create, modify, and maintain User settings.
2. Assistance from a partner manager.
3. Commission upon Licence Payments by Users, subject to the conditions below.
4. A free Wlaunch account for demo, testing, and training purposes.
5. The User Discount mechanism to split commission between personal credit and a discount for referred Users.

Conditions for accrual and payout of the Integrators' commission:

1. The commission rate starts at 30% of the cost of the User's Licence Payment. Commission is earned only on Licence Payments - non-licence payments are excluded.
2. The Integrator can upgrade their commission rate if the following requirements are met:
   • Start (30% commission): 1 or more verified Active Clients and certification completed.
   • Pro (40% commission): 6 or more Active Clients.
   • Elite (50% commission): 16 or more Active Clients.
3. Wlaunch may lower an Integrator's level, along with their commission rate, if they do not meet the requirements for their current level. Level thresholds are evaluated daily.
4. The User Discount setting is frozen at the moment of referral for each individual User. The User Discount is applied to every Licence Payment by the User for the duration of the client relationship with the Integrator.
5. The commission is calculated automatically and approved upon confirmation of the User's Licence Payment. The commission may be canceled and not paid to the Integrator due to violations of this Programme's terms.
6. The commission can be used to pay for the Service's subscription plans.
7. The Integrator's commission can be withdrawn once a month. The minimum commission payout amount is the equivalent of USD 20, depending on the payment currency.
8. The commission payout is carried out by the 1st business day of the month following the month in which the commission was earned, but not earlier than 15 days after the activation of the User's pricing plan.
9. Payout methods: bank transfer (IBAN). Payments are made in non-cash form by transferring funds from Wlaunch's bank account to the Partner's bank account. The commission can also be credited to the Partner's balance in the Service.
10. If the User has received a refund, the commission for that Licence Payment is canceled. If the commission has already been paid out, the reversal is deducted from the Integrator's next payout.
11. If the User changes their licence (upgrade or downgrade), the commission and User Discount are recalculated proportionally based on the new licence cost.
12. If the Licence Payments of one User account for more than 70% of the Integrator's total commission amount in a given month (unless this is the first connected User), the commission payout may be suspended until the share of each User is less than 70% of the Integrator's total commission.

Mandatory conditions for Integrators:

1. Embedded user: the Integrator must have at least one verified employee registered as a team member in each User's Wlaunch account.
2. Certification: must be valid and current for the Integrator's level. Expired certification prevents the Integrator from holding their current level.
3. Measurable support: if a User contacts Wlaunch support directly 3 or more times within 30 days, the Integrator receives a notice. 3 or more notices within 90 days: the Integrator is warned of a potential level change.
4. After the User is disconnected from the Integrator's access and the access to their account is removed, the Integrator's commission for that User ends, and the User may be moved to the Affiliate Programme.

Terms of cooperation for the Integrators:

1. The Integrator and Wlaunch communicate using the following email: info@wlaunch.net.
2. It is forbidden to connect your own accounts to receive a commission.
3. It is prohibited to re-register Wlaunch's existing clients to earn a commission.
4. It is forbidden to use spamming techniques to disseminate information about the Service.
5. It is forbidden to use Wlaunch's content to promote its competitors.
6. The Integrator's website must not infringe copyrights, trademarks, patents, or other intellectual property rights. Integrators must not register domain names containing the word "wlaunch" or its misspellings.
7. The Integrator is not entitled to look for and engage new Users by participating in tenders, auctions, procurements, and other similar third-party events dedicated to the provision of business process automation for service companies, including online booking, staff management, payroll, CRM systems, inventory management, and other similar services provided by Wlaunch.
8. If the Integrator has any doubts as to the extension of this clause to specific tenders, auctions, procurements, and other similar third-party activities, participation can be negotiated with the partner programme coordinator at info@wlaunch.net.
9. The Integrator is prohibited from advertising their personal referral link in PPC systems, including but not limited to Google Ads, Facebook Ads, and Bing Ads, without prior written approval from Wlaunch.
10. It is prohibited to re-register Wlaunch's existing clients for the purpose of earning a commission or to use referral links to purchase Wlaunch's products for personal use. The referred User must be an independent third party in relation to the Partner, in particular: have distinct contact details (phone number and email address), not be in a relationship of joint ownership, management, employment, or family ties with the Partner, and must not otherwise be an affiliated or interdependent person under applicable law.

4. Conditions of cooperation for the Affiliates

Wlaunch provides the Affiliates with:

1. Access to the Partner Account, which is a section in the Wlaunch account that allows the Affiliate to track the effectiveness of posted links, view referral statistics, the amount of accrued commission, and request its payout.
2. Personal referral link, QR code, and promo code for the referred Users.
3. Commission upon the User's Licence Payment in the Service.
4. The ability to use Wlaunch's content (descriptions, screenshots, videos) to promote Wlaunch's services.
5. Marketing materials: banners, email templates, and hyperlinks.
6. The User Discount mechanism to split commission between personal credit and a discount for referred Users.

Conditions for accrual and payout of the Affiliates' commission:

1. The commission rate is 25% of the cost of the User's Licence Payment.
2. Commission duration: 24 months from the date of the User's first Licence Payment. After 24 months, the commission and any User Discount for that User cease automatically. Each User has an independent 24-month commission window.
3. The User Discount setting is frozen at the moment of referral for each individual User. The User Discount is applied to every Licence Payment by the User for 24 months.
4. The commission is calculated in the Partner Account automatically and approved upon confirmation of the User's Licence Payment. The commission may be canceled and not paid to the Affiliate due to violations of this Programme's terms. The amount of commissions accrued to the Affiliate is displayed in the respective section of the Partner Account.
5. The minimum commission payout amount is the equivalent of USD 20, depending on the payment currency.
6. In the event of a refund to the Affiliate's User, the commission for that Licence Payment is canceled. If the commission has already been paid out, the reversal is deducted from the Affiliate's next payout.
7. The commission payout is carried out on the 1st business day of the month following the month in which the commission was earned, but not earlier than 15 days after the activation of the User's pricing plan.
8. If the User changes their licence (upgrade or downgrade), the commission and User Discount are recalculated proportionally based on the new licence cost.
9. If the Licence Payments of one User account for more than 70% of the Affiliate's total commission amount in a given month (unless this is the first connected User), the commission payout may be suspended until the share of each User is less than 70% of the Affiliate's total commission.
10. Payout methods: bank transfer (IBAN). Payments are made in non-cash form by transferring funds from Wlaunch's bank account to the Partner's bank account. The commission can also be credited to the Partner's balance in the Service.

Terms of cooperation for the Affiliates:

1. The Affiliate and Wlaunch communicate using the following email: info@wlaunch.net or by filling out the forms in the Partner Account.
2. It is forbidden to use spamming techniques to disseminate information about the Service.
3. It is forbidden to promote the Affiliate's website using email spam or SEO spam. The Affiliate's website must not violate the laws of the state of which the Affiliate is a citizen or resident.
4. The Affiliate's website must not infringe copyrights, trademarks, patents, or other intellectual property rights. Affiliates must not register domain names containing the word "wlaunch" or its misspellings.
5. It is forbidden to use Wlaunch's content to promote its competitors.
6. It is forbidden to use this Programme to receive a discount on the Affiliate's own subscription.
7. The Affiliate is prohibited from advertising their personal referral link in PPC systems, including but not limited to Google Ads, Facebook Ads, and Bing Ads, without prior written approval from Wlaunch.
8. It is prohibited to re-register Wlaunch's existing clients for the purpose of earning a commission or to use referral links to purchase Wlaunch's products for personal use. The referred User must be an independent third party in relation to the Partner, in particular: have distinct contact details (phone number and email address), not be in a relationship of joint ownership, management, employment, or family ties with the Partner, and must not otherwise be an affiliated or interdependent person under applicable law.

5. Affiliate to Integrator upgrade

1. An Affiliate may apply to switch to the Integrator level at any time by completing the Integrator application and passing Integrator certification.
2. Upon switching: existing referred Users remain on the Affiliate level terms. Their commission terms are unchanged.
3. New Users referred after the switch date are served under the Integrator level terms.
4. Level thresholds count Active Clients connected at the Integrator level.

6. Attribution and cookies

1. Attribution method: last-click attribution with a 90-day cookie window.
2. Promo codes are unique per Partner and valid for offline and online referrals.
3. Attribution priority is determined in the following order:
   • last cookie;
   • promo code if no cookie is present;
   • timestamp if both Partners use the same attribution method.
   
   The second Partner is notified.

7. Data protection

1. Wlaunch processes Partner personal data in accordance with the Wlaunch Privacy Policy and applicable data protection laws, including GDPR for Partners located in the EU/EEA and the Ukrainian Law on Personal Data Protection for Partners located in Ukraine.
2. The Partner shall not use personal data of referred Users for advertising mailings or any other commercial activity. The Partner shall not transfer personal data of referred Users to any third parties.
3. Affiliate tracking cookies comply with applicable cookie consent regulations. In EU/EEA markets, affiliate tracking requires explicit cookie consent. URL-parameter attribution (?ref=CODE) is used as a GDPR-compliant fallback when cookie consent is not obtained.

8. Liability and dispute resolution

1. Under no circumstances shall Wlaunch be liable for any actions or omissions that are a direct or indirect result of actions or omissions of the Partner and/or third parties.
2. Wlaunch's total liability under this Programme shall not exceed the total commissions paid to the Partner in the 12 months preceding the claim.
3. Wlaunch does not guarantee any minimum number of referrals, conversions, or commission earnings.
4. The Partner is responsible for the legality of their promotional activities and any damage incurred by Wlaunch or third parties during the use and placement of their own advertising materials.
5. In the event of disputes, the parties shall seek to resolve them through negotiations via info@wlaunch.net. If the parties fail to reach agreement, the dispute shall be considered by the court at the location of Wlaunch.
6. Attribution disputes: Wlaunch's tracking records are considered definitive.
7. Commission disputes: the Partner may request an audit of a specific User's billing history. Wlaunch shall provide the audit within 14 business days.
8. Appeals against level downgrades or account suspension: written within 14 business days of the decision.
9. Participation in the Partner Programme does not constitute employment with Wlaunch.
10. The Partner may terminate participation in the Programme at any time by notifying Wlaunch at info@wlaunch.net. Accrued and approved commissions are paid out in the ordinary course. Commissions within the 15-day hold period at the time of termination are forfeited.
11. Taxation of commission payouts is governed by applicable law depending on the Partner's tax status.

Wlaunch reserves the right to close a Partner account at any time with subsequent notification if the Partner violates the terms of this Programme or other rules and policies of the Service and uses unethical, fraudulent, or illegal promotion methods. In case of disconnection for cause, all accrued and unpaid commissions are forfeited.

This Programme is governed by the laws of Ukraine. For Partners located in the EU/EEA, mandatory consumer protection provisions of their local jurisdiction apply where they provide greater protection.