1.1 These general terms and conditions of the affiliate program (hereinafter referred to as “Terms and Conditions”) are issued by NEWTON Technologies, a.s., VAT ID 28479777, with registered office at Prague 4, Na Pankráci 1683/127, 140 00, registered with the Municipal Court in Prague under file no. No. B 14782 (hereinafter referred to as “NTech”) for the purpose of operating the affiliate program (hereinafter referred to as the “Program”) within the Beey system.

1.2 These Terms and Conditions govern, in particular, (i) the terms of the Partner’s participation in the Program, including the Partner’s right to a commission for the sale of subscriptions or credits for the purchase of services. It also governs the Partner’s marketing activity (hereinafter referred to as “Presentation”) and (ii) the rights and obligations arising from participation in the Program.

2.1 Participation in the Program is subject to (i) registration of the website operator interested in cooperation with NTech (“Partner” and, together with NTech, the “Parties”) by completing and submitting the registration form at affiliate.beey.io (“Registration”) and (ii) approval of the Partner’s Registration by NTech.

2.2 By executing a Registration (as it is defined above), the Partner accepts these Terms and Conditions in their entirety and without any reservations.

2.3 By approving the Registration, NTech and the Partner enter into a contract for cooperation and participation in the Program (hereinafter referred to as the “Contract”).

2.4 For the avoidance of doubt, it is stipulated that no legal entitlement to participate in the Program shall accrue to the Partner upon registration; NTech shall have the sole right to decide, who participates in the Program.

2.5 Approval of the Registration will result in the creation of a Partner account established on the https://affiliate.beey.io/ portal (hereinafter referred to as the “Account”). At any time in the future, NTech has the right to review the compliance of the Registration with these Terms and Conditions.

2.6 NTech has the right to request any additional information regarding the Partner or its Presentation after the Registration has been approved.

2.7 Through the Account, the Partner can use the partner portal available at https://affiliate.beey.io/ to:

2.7.1 monitor the current status of their relationship with NTech;

2.7.2 edit and update their Registration;

2.7.3 communicate with NTech;

2.7.4 download marketing materials and receive Links (see below).

3.1 Upon obtaining an Account and subject to the Terms and Conditions set forth in the Program, the Partner will have the opportunity to earn a Commission (see Section 7) for referring prospective customers (third parties) for services, credits for the purchase of services or Beey subscriptions (hereinafter referred to as “Users”). The Partner may independently choose the method of promotion.

3.2 NTech will allow the Partner to use an affiliate voucher, code or link or a special link using cookies (hereinafter referred to as “Link”).

3.3 The Link will allow direct redirection of the User from the Partner’s website to the Beey editor website.

3.4 In the case of a Link using cookies, the system automatically records the IP address of the third party (User) who has used the Link and stores a record of the IP address of the third party (User) and a cookie is placed in the User’s browser for tracking purposes (hereinafter referred to as “Partner Cookies”).

3.5 If a third party (User) purchases any Beey product during the validity period of the Partner Cookies (the User’s order does not have to be made during the same browser session – the Partner Cookies and the Users’ IP addresses are stored for 30 days), the system will automatically record the payment or payments made via the payment gateway in the Beey editor as a sale to the Partner for a period of one year from the first payment made (hereinafter referred to as “Conversion”).

3.6 For other Link methods (voucher, promo code, unique link), the User and the Partner will be paired in another appropriate way and the Conversion will be completed under the conditions set by NTech, especially through the Partner Portal). The Partner is obliged to use the Links in accordance with the technical documentation provided and is solely responsible for the correct setup of the Links and their technical compliance with the Partner’s presentation.

3.7 After a period of twenty (20) days from the date of payment, the sale is confirmed through the system and the Conversion is approved.

3.8 Approval of the Conversion shall entitle the Partner to the Commission (as that term is defined in clause 7) on the terms and conditions further set out in these Terms and Conditions.

3.9 The Partner is obliged to provide clear information on the basic contractual, pricing and payment terms before placing the Partner cookie file on the User’s device or otherwise activating the Link to the Beey editor website. If the Conversion is made on the basis of a Partner Cookie placed on the User’s device/browser before the User has had the opportunity to become familiar with the basic contractual, pricing and payment terms, NTech shall not be obliged to pay the Commission for that Conversion. 

4.1 Partner grants NTech a non-exclusive license to use Partner’s trade name and logo.

4.2 The Partner undertakes to act in the performance of the Contract as follows:

4.2.1 with high-quality and professional care;

4.2.2 honestly, carefully and in accordance with the principles of good manners;

4.2.3 in such a way that no conduct by the Partner will violate or compromise any commercial competition or advertising regulation;

4.2.4 notify NTech of any circumstances discovered by the Partner while participating in the Program that may affect NTech’s rights and legitimate interests.

4.3 The partner agrees to refrain from the following behaviour:

(a) using or adding the word “Beey” as a negative keyword in any form of paid search or advertising;

(b) register or otherwise occupy, reserve or exclude from possible use any URL using the phrase “Beey” or “NEWTON” or “NEWTON Technologies” (or any other form of such designation, including misnomers);

(c) offer or display Beey in searches, including misspellings or other derivative forms of Beey;

(d) issue any press release or other form of acknowledgement of cooperation between the Parties without the prior consent of NTech.

4.4 For the avoidance of doubt, it is agreed that the Partner is not authorised to act on behalf of NTech in the performance of the Program or to act in any other manner likely to give third parties the impression that the Partner is an authorised advertising representative of NTech.

4.5 The Partner agrees not to use any automatic windows, advertisements, links or other methods within the Program without the active participation of a third party (user) of the website.

4.6 Partner is not authorized to represent or act on behalf of NTech in any way. All contracts entered into with Users are entered into by NTech independently.

5.1 NTech is entitled to include the Partner’s trade name or logo in marketing communications, business partner lists, or other documents and presentations for the purpose of promoting and developing Beey.

5.2 NTech undertakes to provide the Partner with the necessary cooperation to fulfil the obligations arising from the Contract.

5.3 NTech shall be entitled to continuously monitor the content and appearance of the Partner’s Presentation and to make requests and recommendations regarding the appearance of the Presentation and the location, appearance and settings of the Link.

6.1 The Partner declares and assures NTech that he:

6.1.1 has full legal capacity under the law of the country;

6.1.2 presents itself publicly in accordance with the applicable legal regulations of the Czech Republic and good manners;

6.1.3 is not a person to whom the Account has been terminated, nor is he the legal successor of such a person, nor is he in any way connected with such a person in person or property (including shares);

6.1.4 Partner presentations are not operated or used solely for the purpose of displaying advertising;

6.1.5 will not use aggressive marketing and advertising strategies, especially spamming, unsolicited commercial emails, posting to non-commercial newsgroups and cross-posting to multiple newsgroups at once;

6.1.6 will not conceal or otherwise misrepresent your identity, domain name or return email address;

6.1.7 the Partner’s presentations do not contain any information, data or other facts that may infringe the rights of third parties, including the right to protection against unfair competition;

6.1.8 does not and will not violate the rules set by the platform (network) on which it is presented;

6.1.9 does not, or will not, itself or through third parties, disseminate political, religious or social topics related to hatred, discrimination, criminal activity or threats to the rights of persons;

6.1.10 does not and will not promote gambling, sexually explicit content or other potentially socially unacceptable content;

6.1.11 does not and will not create the impression through code, design or otherwise that the Partner’s presentation is a presentation of NTech;

6.1.12 will not offer discounts, vouchers or other incentives provided by the Partner Commission;

6.1.13 will not store Partner Cookies in the browser without the User showing active informed interest (especially by clicking on the Link) in the services, credits for the purchase of services or Beey subscriptions;

6.1.14 will not damage, access or otherwise interfere with NTech’s software, website or other intellectual property rights.

7.1 If all the conditions of the Program are met, the Partner is entitled to a commission of 35% of the payment made, excluding VAT (the amount of the commission will always be calculated and recorded in euros regardless of the currency in which the payment was made) – hereinafter referred to as the “Commission”.

7.2 The entitlement to the Commission will only arise if the User uses a valid Link. The Partner will not be entitled to the Commission, in particular if:

7.2.1 NTech has limited the validity of the Link (voucher, promo code) temporarily or otherwise and the User has redeemed the Link after the expiry date of the Link, or has otherwise failed to comply with the conditions for the correct use of the Link;

7.2.2 the User orders services, credits for the purchase of services or subscriptions through another browser in which Partner Cookies have not been activated;

7.2.3 the User deletes the Partner Cookies from the browser in which the Partner Cookies were activated.

7.3 The Parties stipulate that the Partner’s entitlement to a Commission shall not arise as a result of the use of the Link by employees, persons close to the Partner or other persons in a similar position.

7.4 The Partner’s entitlement to the Commission ceases (or does not arise) in the event that the contract between NTech and the User is cancelled and the User’s payment is returned.

7.5 For the avoidance of doubt, it is further stipulated that the Partner is not entitled to a Commission for the use of automatic windows, advertisements, links or other methods without the active participation of the User.

7.6 Payments of the Commission will be made in cash to the Partner’s bank account.

7.7 Commissions earned for a calendar month will be paid on the fifteenth (15th) day of the following month. The Partner shall not be entitled to payment of Commissions if the Commissions do not reach the amount of at least EURO 50 (excluding VAT). If this amount is not reached in a given month, the unpaid amount shall be carried over to the next month and shall be paid only if this minimum amount is reached in a given month.

7.8 The Partner is entitled to check the amount of its Commission as well as other information about the contractual relationship in the affiliate portal https://affiliate.beey.io/. The Partner is entitled to make billing claims via this portal and under the conditions set out by the portal.

8.1 NTech hereby grants the Partner a non-exclusive license to use the Beey name and logo (hereinafter referred to as “Intellectual Property”) in the performance of its obligations under these Terms and Conditions. The license is granted free of charge.

8.2 Partner agrees to use NTech’s Intellectual Property at all times in accordance with NTech’s rules (the rules being the terms and conditions set forth in NTech’s General Terms and Conditions https://www.beey.io/cs/obchodni-podminky/) and in a manner that does not damage or compromise NTech’s reputation or name.

8.3 The license granted by the Contract shall terminate no later than the termination of the contractual relationship under the Contract. NTech may, however, terminate it at any earlier time. In the event of termination of the license, Partner shall refrain from any further use of NTech’s Intellectual Property. The Partner shall not be entitled to compensation for any damages by earlier termination of the license.

8.4 Any promotional or marketing materials provided by NTech to Partner shall remain the sole property of NTech and may only be used in the manner specified by NTech. Any alteration or use of marketing materials must be approved in advance in writing by NTech.

9.1 The Partner agrees to:

9.1.1 not disclose, publish or otherwise provide confidential information acquired or in the Partner’s possession to any third party, or use such confidential information for any purpose other than the performance of the Contract or for the purposes assumed by the Terms and Conditions;

9.1.2 make every effort and take such technical and organisational measures as are necessary to prevent the unauthorised use or disclosure of confidential information.

9.2 Article 9.1 does not apply to the disclosure of confidential information:

9.2.1 to the extent that they are generally known to the public;

9.2.2 to the extent that they are required to be disclosed by law or by a public authority;

9.2.3 in the case of defending against false claims by NTech or a third party;

9.2.4 with the prior written consent of NTech.

10.1 The Parties have agreed contractual penalties for breach of the following obligations under these Terms and Conditions:

10.1.1 if the Partner breaches its obligation under Article 6.1.4 above or if it in any other way artificially increases the Commission other than by marketing activities in accordance with the law and good morals, it shall pay to NTech a contractual penalty of EUR 2 000 for each individual case of breach;

10.1.2 if the Partner breaches its obligation under Articles 6.1.13 to 6.1.14 above, it shall pay to NTech a contractual penalty of EUR 2 000 for each individual case of breach.

10.2 The contractual penalty shall be payable on the fifth (5th) working day after the delivery of the notice to pay the contractual penalty to the Partner, to NTech’s bank account specified in the notice to pay the contractual penalty. Payment of the contractual penalty shall not invalidate the obligation to fulfil the breached obligation or to compensate for the damage in full.

11.1 NTech reserves the right to block the Account if:

11.1.1 the information in the registration form is incorrect;

11.1.2 Partner is in breach of the Terms and Conditions;

11.1.3 Partner violates applicable laws (especially regarding advertising regulation), good morals, rights or legitimate interests of NTech or third parties;

11.1.4 Partner fails to provide up-to-date information or fails to provide additional information requested by NTech (the above actions are hereinafter referred to as “Breach of Contract”);

11.1.5 Partner fails to log in to the Account for a period of six months despite being prompted to do so;

11.1.6 The Partner is not entitled to payment of the Commission for a period of six months (the above actions are hereinafter referred to as “Inactivity”), even without a prior notice to remedy, and without compensation.

11.2 By blocking the Account, the Partner’s right to payment of the Commission as well as the right to access the Account and the right to manage and modify the Account will cease until the Account is cancelled.

11.3 In the event of a Breach of the Contract, NTech may cancel the Account at any time after (or at the same time as) the Account is blocked. Any unpaid Commissions will be forfeited to NTech.

11.4 In the event of Inactivity, NTech shall serve a notice on the Partner with a reasonable time to remedy. Upon the expiration of the time limit, NTech will cancel the Account. In the event of Inactivity, any unpaid Commissions will be paid to the Partner on the next payout date.

11.5 Cancellation of the Account shall terminate the Contract between the Partner and NTech under these Terms and Conditions.

12.1 The Partner is entitled to terminate the Contract at any time by written notice effective on the last day of the month in which the notice is delivered.

12.2 NTech may terminate the Contract by cancelling the Account.

12.3 Upon termination of the Contract, the Partner ceases to be entitled to any Commission from the Conversion based on the Links, even if the conditions for entitlement to Commission under these Terms and Conditions are otherwise met. It is the Partner’s obligation to remove the Links from its presentations upon termination of the Contract with NTech.

12.4 Upon termination of the contractual relationship under the Contract, Partner shall deliver to NTech no later than three (3) business days after the termination of the contractual relationship all information, original materials and other documents obtained from NTech or in connection with the Program.

13.1 The Partner expressly waives any compensation for damages caused by NTech’s breach of these Terms and Conditions or the Contract, as well as damages caused by NTech’s breach of any obligation to the Partner, except for wilful misconduct, gross negligence or personal injury. The Partner expressly waives the right to recover any damages caused by the use of the Links or the use of marketing materials or other documents and information provided by NTech. The Partner waives the right to compensation for any damages caused by the use of the Partner Portals.

13.2 Partner shall immediately report to NTech any suspected or discovered misuse of NTech’s intellectual property rights. The Partner agrees to provide, free of charge, all necessary assistance to prevent the misuse of NTech’s intellectual property rights.

13.3 The Partner agrees to compensate for all damages and to provide all necessary assistance to defend NTech (including persons connected in any way with NTech) against claims brought against NTech by any person as a result of a breach of the Partner’s obligations, primarily due to:

13.3.1 infringement of intellectual property rights;

13.3.2 breach of representations and warranties;

13.3.3 any claim about NTech’s services, products, software or subscriptions or NTech’s position that is not attributable to NTech.

13.4 These Terms and Conditions form an integral part of the Contract between NTech and the Partner. A photocopy, electronic pdf version or scan of these Terms and Conditions shall be deemed to be a true copy with the force and effect of the original, unless proven otherwise.

13.5 NTech may amend, modify or supplement these Terms and Conditions at any time, and any amendment, modification or supplement shall be effective upon posting the full Terms and Conditions on affiliate.beey.io.

13.6 Legal relations between NTech and the Partner, which are not further regulated in these Terms and Conditions or the Contract, are governed by the generally binding law of the Czech Republic.

13.7 If the legal relationship established by the Contract contains an international element, the parties agree that the relationship shall be governed by Czech law.

13.8 NTech may assign or transfer its rights and obligations under the Contract to a third party at any time. The Partner shall not be entitled to assign or transfer any rights or obligations under the Contract without the prior written consent of NTech.

13.9 NTech and Partner agree to resolve all disputes arising out of or relating to the Contract or the Terms and Conditions primarily amicably and by mutual agreement. In the event that no agreement is possible, the dispute shall be resolved by a court of competent jurisdiction in the Czech Republic.

13.10 The individual provisions of these Terms and Conditions shall be enforceable independently of each other and the invalidity or unenforceability of any of them shall not affect the validity or enforceability of the other provisions of these Terms and Conditions, except where, in particular by reason of the importance of the nature or other circumstances relating to such provision of these Terms and Conditions, it is clear that such provision of these Terms and Conditions cannot be severed from the other relevant provisions of these Terms and Conditions.

13.11 These Terms and Conditions shall come into force and effect on December 1^st, 2022.