Affiliate Terms and Conditions

Welcome to Chatwize! These Affiliate Terms and Conditions (these “Terms”) are between you, the user (hereinafter "Affiliate") of the Chatwize Affiliate Program via the Chatwize website located at www.chatwize.ai (hereinafter "Chatwize Affiliate Program") and Chatwize (KVK: 90238257) of Hambakenwetering 1, 5231 DD 's-Hertogenbosch, Netherlands (hereinafter "Chatwize"), the operator of the Chatwize Affiliate Program.

Your agreement to abide by and be bound by these Terms is deemed given upon your first access to the Chatwize Affiliate Program and your registration as an Affiliate. If you do not agree to these Terms, you should not sign up for the Chatwize Affiliate Program.

1. Definitions and Interpretation

In these Terms, the following definitions apply:

1. The term "Customer" means a person who meets each of the following requirements:
   1. the person is introduced to Chatwize by the Affiliate through the use of the Chatwize Affiliate Program;
   2. opens an account with Chatwize by means of a designated and unique hyperlink (“Link”) or Referral Code (“Code”) provided by Chatwize;
   3. never had a business relationship with Chatwize beforehand;
   4. enters into a business relationship with Chatwize; and
   5. does not request a refund or chargeback of any sum paid to Chatwize as a result of the foregoing condition.
2. The term "Non-Qualified Transaction" means traffic generated by Affiliate and/or Customer and/or revenue generated by a Customer that Chatwize, in its sole discretion, believes to be:
   1. obtained through improper means (including but not limited to those related to email marketing and "spamming");
   2. false and/or non-compliant with the Chatwize Affiliate Program;
   3. obtained through misleading conduct and/or collusion and/or manipulation of the Chatwize Affiliate Program, whether or not Chatwize actually suffers any harm as a result.

2. Effective Date and Term

These Terms shall become effective upon the Affiliate's first access to the Chatwize Affiliate Program and registration as an Affiliate, and shall remain in force for an indefinite period of time, until terminated in accordance with these Terms.

3. Acknowledgement

1. Chatwize and Affiliate acknowledge that these Terms are not a franchise agreement within the meaning of the Dutch Franchise Act.
2. Affiliate agrees that these Terms do not create an exclusive contract between Chatwize and Affiliate.

4. Grant of Rights

1. Subject to these Terms, Chatwize hereby grants Affiliate the right to participate in the Chatwize Affiliate Program and to advertise, market and promote the services offered by Chatwize.
2. Except as permitted in these Terms, Affiliate shall not use Chatwize's name and intellectual property or any variations or misspellings thereof without express prior written permission.
3. Affiliate accepts and agrees that the use of Chatwize's intellectual property in any manner, except as expressly permitted herein, constitutes unlawful use of intellectual property rights and may result in claims for damages.

5. Agreements

1. In exchange for commissions, Affiliate agrees to act as a referrer and agent to provide Chatwize with the following services:
   1. targeting potential customers and/or otherwise promoting Chatwize through online or offline traffic sources;
   2. provide truthful, fair and accurate information to prospective clients about the services offered by Chatwize;
   3. comply with any reasonable business-related instructions given to Affiliate by Chatwize.
2. Affiliate may only use such marketing or promotional materials as are provided or approved by Chatwize.
3. Chatwize shall have the right, in its sole discretion, to reject any traffic sources used by Affiliate.

6. Compliance with Laws and Regulations

Each party shall comply with all applicable laws and regulations. Affiliate agrees to abide by Chatwize's marketing and communications requirements and provide any documentation required to assess compliance with this Clause 6.

7. Commission, Results Report and Payment

1. Subject to the provisions of this Clause 7 and provided that the Affiliate complies at all times with its obligations under these Terms, the Affiliate shall be entitled to a commission equal to 20% of the net revenue actually received by Chatwize from the referred Customer during the first twelve (12) months of that Customer's active subscription (“Commission”).
2. For the avoidance of doubt, 'net revenue' explicitly excludes any refunds, chargebacks, payment reversals, and applicable taxes (such as VAT). If a Customer reverses a payment or receives a refund after a Commission has already been paid to the Affiliate, Chatwize reserves the right to deduct this amount from future payouts.
3. After the expiration of the 12-month period following the Customer's initial payment, the right to receive any further Commission for that specific Customer shall permanently expire. Once the requirements set out have been achieved, the Commission will be payable within thirty (30) days following the end of the calendar month in which the revenue was received.

8. Termination

Either party may terminate these Terms for any reason at any time after giving the other party 14 days' written notice. Chatwize may terminate these Terms effective immediately in the event of a material breach or abuse by the Affiliate.

9. Consequences of Termination

Termination of these Terms shall not affect any rights or obligations that have accrued up to the date of termination. However, upon the effective date of termination of these Terms, the Affiliate's right to receive any future (recurring) Commissions from previously referred Customers shall immediately cease, unless expressly confirmed otherwise in writing by Chatwize.

10. Data Protection

The parties agree to process any personal data submitted in accordance with the Dutch GDPR Implementation Act (UAVG) and the EU's General Data Protection Regulation (GDPR).

11. Limitation of Liability

To the fullest extent permitted by law, Chatwize shall not be liable for any direct or indirect loss or damage arising out of the use of the website or the affiliate program. Users engage in the program at their own risk.

12. Governing Law

These Terms are governed by the law of the Netherlands. In the event of disputes not resolved within sixty days, the parties agree to submit to the exclusive jurisdiction of the courts of the Netherlands.