Affiliate Program Terms

 

The following terms and conditions (the “Agreement”) set out the legally binding terms of your participation in the Tachogram Affiliate Program (the “Program”). The Program is owned and operated by AS “Mapon”, a company incorporated under the laws of the Republic of Latvia, registration number 40003800531, with its registered office at Ojāra Vācieša iela 6B, Rīga, LV-1004, Latvia (“Tachogram”)

The Program is offered subject to your (the "Affiliate", “you”, “your”) acceptance without modification of any of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published occasionally on the Tachogram.com website (the "Site") by Tachogram including, without limitation, Terms of Service, Privacy Policy, and others – each of which is incorporated into this Agreement by reference and can be found on the Site. Tachogram and Affiliate may each be referred to herein as a “Party” and collectively as the “Parties”.

If you do not agree with this Agreement, do not use the Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the application process and continuing to use the Program.

1. Purpose and Scope

   1. This Agreement establishes the terms and conditions under which the Affiliate will promote and sell the Tachogram’s tachograph software (“Software”) through the Tachogram affiliate program and refer potential customers (“Customers”) to Tachogram.
   2. During the term of this Agreement, the Affiliate shall use reasonable efforts to identify and engage prospective Customers who may benefit from the Software and refer such Customers to Tachogram in accordance with the terms of this Agreement.
   3. The Affiliate is not authorized to act on behalf of Tachogram, make representations or warranties in the name of Tachogram, or enter into contracts or agreements binding Tachogram. The Affiliate’s role is limited to referral and promotion as outlined in this Agreement.
   4. Nothing in this Agreement shall be interpreted as granting the Affiliate any exclusive rights or territories. Tachogram reserves the right to enter into similar agreements with other affiliates or to market the Software directly.
   5. Only new Customers referred by the Affiliate shall qualify for the purposes of this Agreement and any associated commission. A “new Customer” means a legal or natural person that: (a) has not previously purchased or subscribed to the Software; (b) is not a current or past customer of Tachogram; and (c) has not been previously referred or engaged, directly or indirectly, by Tachogram or by any other affiliate, partner, or reseller.
   6. All Customers referred by the Affiliate shall be deemed customers of Tachogram. Tachogram shall have full discretion regarding the acceptance, onboarding, pricing, contractual terms, and ongoing relationship with any such Customers. Nothing in this Agreement shall grant the Affiliate any ownership rights, claims, or control over the Customers, their data, or the commercial relationship between the Customers and Tachogram.
   7. Tachogram may engage third-party service providers, including but not limited to affiliate program management platforms, for the purpose of providing this affiliate program. Such third parties may act on behalf of the Tachogram to provide technical, communication, reporting, or other services related to this affiliate program. The Affiliate acknowledges and agrees (a) to the Tachogram's use of such third parties in connection with the performance of this Agreement and (b) that participation in the affiliate program may require registration and use of a third-party platform designated by Tachogram for program administration.

2. Registration and Account

 

To participate in the Program, the Affiliate shall register on the Site (including by filling out all required personal information). The Affiliate may opt out of marketing and promotional emails. The Affiliate may cancel participation in the Program by deleting their account. To complete registration, the Affiliate shall provide an email address and a password. The Affiliate may never use another user's account. The Affiliate is solely responsible for the activity that occurs on the Affiliate’s account, and the Affiliate must keep its account password secure. The Affiliate must notify Tachogram immediately of any breach of security or unauthorized use of its account. Although Tachogram will not be liable for the Affiliate’s losses caused by any unauthorized use of its account, the Affiliate may be liable for the losses of Tachogram or others due to such unauthorized use.

 

1. Modifications

 

Tachogram reserves the right, at its discretion, to change, modify, suspend, or discontinue this Agreement, Program, fees, charges, and terms at any time, including the availability of any feature or content. Tachogram may also impose limits on certain features or restrict the Affiliate’s access to parts or all of the Program without notice or liability. The Affiliate shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Program by the Affiliate constitutes the Affiliate’s acceptance of the terms and conditions of changes as modified.

 

1. Commission

   1. During the term of the Agreement, the Affiliate shall be entitled to receive a commission equal to 15% of the amounts paid by new Customers to Tachogram for the Tachogram services. The commission shall only apply for a period of 12 months, starting from the date of the first payment made by each qualifying Customer to Tachogram.
   2. The commission shall be calculated on the net amount received by Tachogram from the qualifying Customers, excluding any discounts, refunds, value-added tax (VAT), other taxes, chargebacks, and unpaid or overdue amounts. The pricing and commercial terms with Customers shall be determined solely by Tachogram at its discretion.
   3. Tachogram will calculate and pay commissions quarterly in euros (EUR) via bank transfer or other payment method accepted by Tachogram, provided that the total amount due to the Affiliate for the relevant period exceeds EUR 50. If the amount due is less than the minimum threshold, it shall be carried forward to the next quarter until the minimum threshold is met.
   4. The Affiliate shall issue invoices for the amount of commission due. Tachogram shall have no obligation to make payment until a valid invoice is received. Tachogram shall pay each invoice within 15 days of receipt. The Affiliate shall be solely responsible for any and all taxes, levies, or charges applicable to the commission payments in accordance with the Affiliate’s local law.
   5. The Affiliate shall claim and invoice any due commission payments no later than two years from the end of the calendar month in which the relevant commission was earned. Any commission not claimed and invoiced within this period shall be deemed irrevocably waived, and the Affiliate shall have no further rights to receive such payment.
   6. If any withholding or other taxes are required by applicable law to be deducted from any payments to the Affiliate, Tachogram shall be entitled to make such deductions and remit the amount to the appropriate tax authority. In such cases, Tachogram shall have no further obligation to the Affiliate in respect of the deducted amounts. If any such taxes or charges are assessed against Tachogram due to the Affiliate's tax status or failure to comply with applicable tax obligations, the Affiliate shall indemnify and hold Tachogram harmless from any such amounts.

2. Affiliate’s Obligations

   1. By participating in the Program, the Affiliate shall:
      1. Use best efforts to promote Tachogram and the Software to potential new Customers, assist in onboarding new Customers;
      2. Avoid misrepresentations, promises about new features or delivery dates;
      3. Comply with all applicable laws and regulations applicable to the Affiliate;
   2. The Affiliate shall carry out its promotional activities independently and at its own cost, using only materials and messaging that are accurate, lawful, and pre-approved by Tachogram.
   3. The Affiliate may offer independent services (such as consulting, training) at its discretion, clearly separated from the Software and Tachogram’s offerings.

 

1. Term and Termination

 

1. This Agreement is effective at the time your application is, at the sole discretion of Tachogram, accepted by Tachogram, and you are notified of such acceptance either in writing or electronically. Either Party may terminate this Agreement at any time, with or without cause.
2. Tachogram reserves the right to delete unconfirmed accounts or accounts that have been inactive for extended periods of time. By violating any applicable law or this Agreement, the Agreement will be terminated immediately, and the Affiliate understands and agrees that any and all accrued commissions will be immediately forfeited and that the Affiliate’s account will be immediately terminated.
3. Upon termination or expiration of this Agreement for any reason:
   1. The Affiliate shall immediately cease all promotion and advertising of Tachogram’s products, services, brand, or other intellectual property, including removal of any marketing materials, links, or content related to Tachogram, 
   2. No further commissions shall accrue or become payable for any amounts paid by Customers after the effective date of termination, regardless of whether the Affiliate was originally involved in referring such Customers,
   3. Tachogram may continue the Customer relationship directly or through its resellers, partners, or other affiliates, without any obligation or payment to the Affiliate,
   4. The Affiliate shall take all necessary steps, at the Tachogram’s request, to ensure a smooth transition and uninterrupted Customer experience, including forwarding communications or assisting with any pending matters in good faith, and
   5. For a period of 12 months following the termination of the Agreement, the Affiliate shall not solicit or encourage any and all customers of Tachogram to terminate their relationship with Tachogram, nor shall the Affiliate promote or recommend any competing solutions or services to Tachogram’s customers.

 

1. Intellectual Property and Advertising

 

1. The Software and Tachogram’s services contain confidential information, intellectual property rights, and trade secrets. Intellectual property rights in all services, Software, items, products, information, materials, and works developed or produced by Tachogram are and will be the sole and exclusive property of Tachogram. Unless otherwise agreed between the Parties, no license to these rights is granted to the Affiliate, except the right to promote the services and products under the Agreement.
2. The Affiliate may use Tachogram’s trademarks and service marks in reference to Tachogram’s services and/or products, and the Affiliate must include a statement attributing that trademark to Tachogram. The Affiliate shall not use any of Tachogram’s trademarks (a) in or as the whole or part of Affiliate’s trademarks; (b) in connection with activities, products, or services that are not Tachogram’s; (c) in a manner that may be confusing, misleading or deceptive; (d) or in a manner that disparages Tachogram or its information, products, or services.
3. The Affiliate may promote and advertise Tachogram and its services solely in accordance with applicable laws, Tachogram’s branding guidelines, and any instructions reasonably provided by Tachogram. In doing so, the Affiliate shall not (a) advertise on websites, platforms, or applications that contain offensive, unlawful, or inappropriate content, (b) engage in misleading or deceptive marketing, (c) use any paid or organic search keywords, ad placements, or metadata containing the Tachogram’s name, trademarks, service marks, product names, the Software, or any variation thereof.
4. The Affiliate shall not, directly or indirectly, register, use, or attempt to register any domain names, social media accounts, business names, trademarks, or similar identifiers that include, mimic, misspell, or are otherwise confusingly similar to any of the Tachogram’s trademarks, service marks, or brand identifiers.
5. If the Affiliate chooses to provide Tachogram with ideas or suggestions, the Affiliate agrees that Tachogram is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving, and marketing products and services, without any liability or payment of any kind to the Affiliate.
6. Upon notice from Tachogram, the Affiliate shall immediately remove all references to Tachogram, including its name, logo, trademark, service mark, or any other identifying material.
7. The Affiliate shall not in any way modify Tachogram’s service and Software, change, add, delete, reverse-engineer the Software and its source code, or transfer usage rights to other persons (other than the Customers specified in the Agreement). 

 

1. Personal Data Processing

 

1. Each Party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation, in connection with the processing of personal data under this Agreement.
2. The Parties acknowledge that, under this Agreement, Tachogram is responsible for processing personal data relating to the Customers. The Affiliate’s role is limited to promotional and referral activities that do not involve access to Customer personal data.

 

1. Liability and Indemnification

 

1. Tachogram shall not be liable to the Affiliate and any third party for any indirect, special, incidental, or consequential damages resulting from any breach of the Agreement, including but not limited to loss of use, loss of revenue, loss of actual or anticipated profits, loss of reputation.
2. The Affiliate shall hold harmless and indemnify Tachogram (including its directors, officers, employees, affiliates, agents) against any losses, liabilities, and claims (a) arising out of or relating to any breach of Affiliate’s obligations under the Agreement or applicable law and (b) in the event of any claim from any party against Tachogram in respect of any undertaking, warranty, promise, representation, or otherwise, express or implied, made or given by the Affiliate outside its scope of authority.
3. The Affiliate releases Tachogram (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. The Affiliate agrees that Tachogram shall be released from any and all damages resulting from the failure to receive any benefits of an anticipated collaboration.
4. Tachogram’s aggregate liability with respect to this Agreement shall in no event exceed the total amount of commissions paid or payable by Tachogram to the Affiliate during the last 12 months preceding the event giving rise to such claim.

 

1. General

 

1. Nothing in this Agreement is intended to create an agency relationship, partnership, or joint venture between the Parties. Neither Party shall have the authority, express or implied, to bind or commit the other Party to any obligations of whatever kind or nature.
2. This Agreement and all non-contractual obligations arising out of this Agreement shall be governed and interpreted by the laws and regulations of the Republic of Latvia. The Parties irrevocably agree that courts of the Republic of Latvia have exclusive jurisdiction to resolve any disputes, disagreements, or claims arising out of this Agreement, its existence, violation, termination, or invalidity.
3. All notices under this Agreement shall be in writing in English and sent to the addresses specified by the Parties, as such addresses may be updated from time to time. Notices will be deemed delivered: (a) on the date of delivery, if delivered personally, (b) on the next business day, if sent via email, or (c) on the fifth business day following the date of mailing, if sent via registered or certified mail, providing evidence of receipt.
4. The Affiliate shall at all times comply with all applicable sanction laws, regulations, and restrictive measures, including those imposed by the European Union, the United Nations, the United States, the United Kingdom, and other countries and organizations applicable to Tachogram. The Affiliate shall not offer, market, sell, or otherwise make available the Tachogram services or products, directly or indirectly, to any person or entity that is subject to sanctions, owned or controlled by sanctioned persons, or located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions. The Affiliate shall promptly notify Tachogram if it becomes aware of any potential breach of this clause.
5. The Affiliate certifies that it (a) is not controlled, supervised, instructed by Tachogram and are free from work rules and discipline; (b) is free to set its own work schedule; (c) pays its own business expenses, can hire assistants and provide its own office and all associated services, including computer, printing, telephone; (d) will receive commissions only for referrals made in accordance with this Agreement.