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General terms and conditions for joining the Partner Program

WHEREAS

  1. AccessiWay Srl, VAT number 12419990010, in the person of the legal representative Sole Director Dr. Giovanni Vernetti, with registered office in Via Giuseppe Giacosa, 38, 10125, Turin (TO) (from now on also "AccessiWay") is a company that, among other things, distributes to its customers under license a "Software as a Service" - "SaaS" - that uses artificial intelligence ("AI") to make the websites of its customers accessible. Specifically, through image recognition and contextual interpretation, AccessiWay's AI (i) analyses and scans a website to learn its functions and elements and adapt them to the screen readers of blind users, and (ii) helps to quickly understand the structure and behaviour of website elements by adding specific functionality for keyboard navigation (henceforth "Licence").
  2. the Partner is a company that can promote the products and services of AccessiWay.
  3. AccessiWay is interested in advertising its business through the use of a partnership system, including a network of business partners who promote AccessiWay products and services online and offline (from now on also "Partner Programme").
  4. the Partner has declared its interest and willingness to participate in the Partner Programme by promoting AccessiWay Licences independently, without any form of subordination or para-subordination, in accordance with the following terms and conditions.

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All this being stated, which forms an integral and substantial part of this document, the Parties hereby stipulate the following:

  1. OBJECT (PARTNER PROGRAMME)
  1. The Partner Programme is a business cooperation agreement through which AccessiWay pays its Partners a Fee (see Article 5 below) for each successful first purchase of a Licence by new customers from the Partner's website or advertisements, under the following conditions and terms.

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  1. OPERATIONAL MODALITIES OF THE PARTNER PROGRAMME
  1. AccessiWay implements its Partner Programme through its eCommerce interface (app.accessiway.com) (hereinafter referred to as the "Portal").
  2. The Partner shall register its account on the Portal by filling in the online form with the required information (name, surname, telephone number, e-mail address and company name).
  3. With the email referred to in the preceding paragraph, the Partner will also be provided with the technical instructions necessary for the operation of the Portal and also the instructions for conducting training sessions (including through the use of platforms provided by third parties, such as Google Meet etc.) held by AccessiWay employees on the Partner Programme. At the written request of the Partner, AccessiWay undertakes to provide all instructions necessary for the operation of the Portal.Translated with www.DeepL.com/Translator (free version)
  4. By accessing the "Partner Programme" dashboard of the Portal, the Partner shall have the possibility to use a unique link which shall be used to advertise the purchase of the Licence by visitors/users coming from its website or its own advertising initiatives, which contains an identification code that is automatically associated with each new AccessiWay customer coming from the Partner and who subsequently concludes the purchase of the Licence by placing an order in accordance with the procedures set out in Articles 3 and 5 below (hereinafter the "Link").
  5. The Link is unique, but the Partner may also use the code in its dashboard in order to associate each new client with its activity and generate the fees referred to in Article 5, which will accrue exclusively under the conditions described below.
  6. Unless otherwise agreed, the terms of this contract shall remain valid even if AccessiWay decides to replace the Portal with an external eCommerce service. In this case, AccessiWay undertakes to notify the Partner without delay and to provide the Partner with all information necessary for the continuation of the Partner Programme with another interface.

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  1. PARTNER ACTIVITIES
  1. The Partner will:
  1. to advertise the Licence to potential customers, using the trademarks, images, designs and texts previously provided or otherwise approved by AccessiWay (from now on also "Materials") through the Link to the AccessiWay website;
  2. to provide AccessiWay, free of charge, upon request, with all data, information and any access to enable verification of the Partner's advertising activities, solely for the purpose of enabling verification of the fulfilment of this contract;
  3. not to engage in any defamatory, discriminatory, obscene, unlawful or otherwise inappropriate acts and/or to publish sexually explicit, pornographic, obscene or manifestly violent material that could be associated with AccessiWay's business on its website and/or other channels used for the Partner Programme;
  4. not to use the AccessiWay Materials or any trademarks and other distinctive signs or materials that may be confused with them for purposes other than those set out in this Agreement;
  5. not to promote the Licences or other products/services provided by AccessiWay by means of advertisements that use trademarks or trademarks of third-party companies as search keywords without the prior consent of the latter, or otherwise infringe the intellectual property rights of third parties;
  6. not to use personal data of individuals to promote the Licence outside the cases where this is permitted under EU Regulation No. 679/2016 (GDPR) and Legislative Decree No. 196/2003.

The Partner shall be solely and exclusively responsible to AccessiWay and any other third party for the activities of promoting the Licence, which shall be carried out in a fair and professional manner, respecting the brand, image and reputation of AccessiWay, the SaaS service offered by AccessiWay and the specifics of the Licence, in accordance with the applicable legal provisions - including, in particular, the regulations on the processing of personal data - and this Agreement.

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  1. WAYS OF PUBLICISING
  1. By virtue of this Agreement, Partner is authorised to use the Materials through the Link to promote the business activities of AccessiWay and for the sale of Licences in the following ways:
    • publication of a banner made with the Materials on your own website, blog and forum;
    • sending the Link by e-mail to their mailing lists;
    • publication on the Partner's social network profiles and mobile applications.
  1. Further modalities of promotion and use of the Materials and the Link shall be agreed from time to time in writing with AccessiWay also through the stipulation of a specific contractual addendum.
  2. The Partner undertakes not to disseminate the Materials and/or the Link by spamming, i.e. by sending commercial information by means of unauthorised e-mails, on penalty of immediate termination of this agreement.
  3. The Partner undertakes to indemnify and hold AccessiWay harmless against claims by third parties in relation to damages resulting from the way in which the Partner uses the Materials and the Link.

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  1. CORRESPECT
  1. AccessiWay grants the Partner a Fee in relation to new customers who have never purchased a Licence and who meet all of the following requirements:
    • they come to the AccessiWay website via the Partner's Link, i.e. they use the Partner's code in the Partner's section, place the product (e.g. the Licence) in the virtual shopping cart and confirm the order via the AccessiWay ordering system and make the payment (these activities must be carried out seamlessly);
    • do not cancel the Licence order within 30 days following the completion of the order. In this case, the provisions of Art. 5 letter g below apply.
  1. No Fee is therefore paid for orders placed after access to the AccessiWay website and a subsequent purchase of the Licence independent of the Partner's Link, even if they are placed by customers who previously came from the Partner.
  2. With regard to the amount of the Fee, the Partner shall receive a Fee of 10% of the amount paid for the Licence to AccessiWay;
  3. The Fee is calculated by deducting from the full price of the Licence any overall discounts applied to the order and, if applicable, VAT.
  4. For the calculation of the Fee, the details of the orders shall be taken from the account statement on the Portal which the Partner may access at any time to check his personal position, via the "My Profile" section.
  5. However, it is understood that AccessiWay shall only charge the Partner a Fee for the first Licence purchase of the new customer sent by the Partner via the Link. By way of explanation, no Fee shall therefore be due if the customer renews his Licence and/or otherwise places a new order separate from the first successful order.
  6. The Consideration shall be subject to the issuance by the Partner of the necessary receipts and/or invoices against the monthly statement which it shall receive from AccessiWay by the 30th of each month in relation to the Consideration accrued in the previous month.
  7. AccessiWay undertakes to pay the Consideration to the Partner by bank transfer by the 30th day of the calendar month following the issuance of the invoice. No payment shall be made by AccessiWay until the total amount of the Fee exceeds EUR 249.00.
  8. If an order is cancelled by a new customer within 30 days after the order has been completed, the respective Fee, if any, already paid to the Partner shall be reduced/subtracted from the payment of the Fee accrued in the following month. In the event that the amount of the Fee accrued in the following month is not sufficient to cover the entire amount of the Fee to be returned, the Partner is obliged, upon simple written request by AccessiWay, to return the Fee already received with regard to the cancelled orders.

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  1. DISCOUNTS ON DIRECT PARTNER PURCHASES
  1. AccessiWay, as part of its partnership programme, grants a 10% discount on all licences purchased directly by the Partner through the Portal. In order to grant this discount, AccessiWay shall provide the Partner with an alphanumeric discount code valid for all purchases made on the website. This discount is granted to the Partner for the entire duration of this Agreement.

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  1. THE PRICE OF THE LICENCE, PRODUCTS AND/OR SERVICES
  1. The sales price of the AccessiWay Licence, any promotions, discounts or incentives which, as a result, affect the amount of the Fees, are subject to possible variations, determined at the sole discretion of AccessiWay, according to its own commercial policies, which cannot be reviewed in any way by the Partner.

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  1. LIMITATION OF LIABILITY
  1. AccessiWay is not liable for any errors made by the Partner in the use of the Materials and/or in the execution of the instructions for the creation of the Link, which do not allow the order of the new customer to be traced back to the Partner, resulting in non-recognition of the Fee.
  2. AccessiWay shall not be liable for any interruption of service or malfunctions of the Portal which may, among other things, result in loss of Commission data, inability of the Partner to access his personal position, Link malfunctions.
  3. Under no circumstances shall AccessiWay be liable for unlawful conduct by the Partner.
  4. The Partner assumes all responsibility for the content published on its website, and the content of the advertising emails, as well as any other methods used to promote or communicate the Materials and the Link to users/visitors.

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  1. EXCLUSIVE
  1. The Partner undertakes not to carry out advertising or promotional activities of any kind and not to publish on its website any banners and/or links to companies that are direct competitors of AccessiWay.
  2. If this exclusivity clause is not complied with, the present agreement shall automatically be deemed to be terminated by right and no further Fee shall be due to the Partner under the present agreement, except for compensation for damages.

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  1. EFFECTIVENESS, TERMINATION OF THE CONTRACT AND EXPRESS TERMINATION CLAUSE
  1. This agreement shall have a duration of 1 year from the date of signing and shall be automatically renewed each year for an equal period, unless terminated in writing by either Parties giving at least 30 days' notice before the annual expiry date, to be sent in accordance with the procedures set out in Article 10 below.

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  1. COMMUNICATIONS AND GENERAL CLAUSE
  1. All communications between the Parties relating to this contract shall be made in writing to the addresses set out below:
  1. For matters not expressly provided for in this Agreement, please refer to the general terms and conditions of use of the AccessiWay software available at this link, which you expressly declare that you have read and accept the terms.

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  1. APPLICABLE LAW AND COMPETENT COURT
  1. This Agreement shall be governed by Italian law.
  2. The Court of Turin shall have exclusive jurisdiction over any dispute relating to this agreement.