Brand Terms

1.Scope

These terms apply to every brand account on Partnely, whether it is operated by the brand's owner, an employee or an agency, and to every store run from that account. They add to the Terms of Service; where they conflict, these terms apply. "You" means the brand; "we" and "us" mean SoMe Innovation ApS, which operates Partnely.

2.Running a program

You set the program's terms in your settings: the commission (a percentage of the order subtotal or a fixed amount per order), the attribution window, whether subscription renewals and gift card sales earn commission, whether a fixed commission per order is paid on orders worth nothing, whether creators and affiliates (together, "partners") are approved automatically or by hand, when orders are approved, the payout schedule and the minimum payout, and the store currency. You may set a different rate for a product, a product category or collection, a campaign or an individual partner. For each order line the most specific rate applies: a product's rate, then a category or collection rate, then a campaign's rate, then the partner's own rate, then the program's default; where several category or collection rates match one line, the one that pays the most on that line applies. A fixed rate on a product, category or collection is paid per unit. A campaign's rate applies to orders placed before the campaign closes; orders placed after it closes earn the partner's normal rate.

The order subtotal is what the shopper paid for the products in the order, after discounts, excluding VAT, sales tax and shipping. Commission set as a percentage and the percentage fee in your plan are both calculated on it.

A fixed commission per order, whether it is the program's default, a campaign's or a partner's own, is paid on an order whose order subtotal is zero, such as a free or fully discounted order, only while you choose so in your settings. A fixed rate per unit is never paid on a line worth nothing.

Gift card sales and subscription renewals earn commission only when you choose so in your settings. While gift card sales do not earn, gift cards in an order are left out of the order subtotal wherever the order identifies them as gift cards, and carry no percentage fee. A renewal is an order your store's platform or the order report identifies as one; a renewal that is not identified is recorded like any other order. While renewals do not earn, a renewal records no commission and carries no fee, even when it carries a partner's code, click or link reference; the first order of a subscription always counts. While renewals earn, a renewal without a partner's code, a click within the attribution window or a link reference is credited to the partner credited with the subscription's first order, without the attribution window, where the renewal can be matched to that order.

The store currency is the program's currency: commission, fixed amounts, the minimum payout, payouts and the percentage fee are in it. An order in another currency is converted into the store currency at the ECB euro reference rate published on or before the order's date, crossed through the euro where needed, and that rate stays fixed for the order; an order recorded before that rate is available is converted once it is, while the order is still pending. An order that cannot be converted, because no reference rate from the seven days up to its date is available for its currency or because the store currency has not been confirmed, keeps its own currency, and its commission, fee and payout are in that currency. Changing the store currency does not convert orders already recorded.

Every partner who joins signs a program agreement generated from the Partnely template with those terms filled in and, on plans that include them, your own clauses added. The agreement they signed is kept as a frozen copy for both of you.

To change the commission, your commission rules, the attribution window, whether renewals, gift card sales or orders worth nothing earn commission, the payout schedule, the minimum payout, your promotion rules or your own clauses, you save the change with the date it takes effect. You name the date, which may be the day you save the change; a change dated later takes effect from 00:00 UTC on that date. While no partner's application is pending and no partner is approved or paused in the program, any change takes effect as soon as you save it. We email every partner whose application is pending or who is approved or paused about every change, including partners who stopped your program emails, and show a change dated later on your program page until it takes effect. Orders placed before the date keep the terms in force when they were placed, whenever they are recorded or approved; a new payout schedule or minimum payout applies to payouts due on or after the date. A partner who stays in the program after the date accepts the new terms, and a dated copy of the agreement is kept for both of you; a partner who does not accept them may leave the program. Until a later date you may replace or withdraw the change, and the partners who were told of it are told.

A rate you set for a product, a category or collection, a campaign or an individual partner, and the store currency, apply to orders recorded after you save them; commission already recorded is not recalculated. A new signature is asked for only where your own clauses apply again after a change of plan had left them out of the copy a partner signed.

You are responsible for the accuracy of the terms, perks, requirements and product information shown on your program page, in campaign briefs and, where offered, in the marketplace, and for the products you sell.

3.Plans, the monthly price and the percentage

Each store is on one plan from the pricing page. A plan is a monthly price (zero on the Free plan, custom on Enterprise) plus a percentage of the order subtotal (as defined above) of every order attributed to a partner that is not reversed. The percentage is applied per order as the order is recorded, stored with the order, and shown in your ledger. It is calculated on the sale value and never on the commission you pay partners.

Paid plans are free for 14 days from the day the store starts on them. No card is needed for the trial and no fee is charged during it. When the trial ends, the store continues on the plan if a card is on file and otherwise moves to the Free plan; tracking does not stop either way.

You may change plan at any time under Settings, with the difference prorated on the next invoice. Enterprise terms are agreed in writing, for a store not billed through Shopify.

Where a store sends its own customers emails through the service, each plan includes the number of subscribers shown on the pricing page and 10 emails a month for each. A store may choose a monthly email plan that includes more subscribers; it replaces the plan's own number rather than adding to it, costs the same on every plan, and is charged with the plan, prorated when it changes, on the monthly bill. Email plans and pay as you go are not offered to a store billed through Shopify yet; such a store keeps the emails its plan includes.

With pay as you go switched on, emails beyond what the plan includes are charged at the rate on the pricing page, counted per calendar month in the store's own time zone and billed with that month, up to the monthly limit the store sets. We tell the store at 80% of the limit and when it is reached; past it the emails wait until the limit is raised or the month turns, and none is cancelled. Test emails and sign-up confirmations are never counted, and an email is decided included or charged once, when it goes out.

4.Plan limits

Each plan carries limits: active partners and tracked orders a month, and counts for features such as email campaigns and their recipients and, where those features are offered, reply automations and replies and marketplace invitations. The current numbers are on the pricing page and in your settings.

The limits on active partners and tracked orders are applied at billing, not by switching anything off: when a store passes one we tell you and ask you to move to the next plan from the following month. Tracking, attribution and the ledger never stop. A feature count stops at its limit until the next month or until the store moves to a plan with a higher one; what was already sent or created stays as it is.

5.Invoices and the card on file

A store on a paid plan keeps a payment card on file, added on the payment provider's hosted page. Card details never reach us; we keep only a label such as the card's brand and last four digits.

Each month we issue an invoice for the plan price for the coming period plus the percentage fees on orders approved in the period just ended. The invoice is charged to the card automatically and is available in your billing page. A store without a subscription receives an invoice for its fees on the first day of each month.

When a store without a card on file owes fees above a threshold we set, we ask it to add a card; a store that sells on Shopify is never asked for a card, and is asked to install our Shopify app instead. If a charge fails we retry over the following days and tell you.

If no card is added within fourteen days of our asking (for a store that sells on Shopify, if the app is not installed), or an invoice is still unpaid fourteen days after it was due, the store is restricted until that is put right: its tracked links stop sending visitors to the store, no new partners can join its program, and automatic PayPal payouts wait until the restriction lifts. Orders keep being tracked and recorded while a store is restricted, so what is owed stays correct, and the dashboard says why the store is restricted and how to lift it.

Enterprise stores are invoiced and pay within thirty days.

If you install our Shopify app, the store is billed through Shopify instead of by us from the moment the install completes: the same plan prices and the same percentage of the order subtotal, on the plan you choose and approve on Shopify's own plan page, charged on your Shopify bill. We hold no card for such a store and send it no invoices, and the card and restriction rules above do not apply to it; a store already on a paid plan with us keeps that subscription until it ends. Fees on orders approved before the store chose a plan in Shopify are not charged. Removing the app ends the plan and the store continues on the Free plan. Enterprise is not offered to a store billed through Shopify, and such a store is never charged by card for anything, including funded payouts or their processing fee where those are offered.

6.Reversed orders

An order that is refunded, cancelled, charged back or found to be fraudulent while it is still pending is reversed, with a reason: automatically when your store reports the refund or cancellation, or by you. Commission on a reversed order is not owed, no percentage fee is charged on it, and the reversal and its reason are visible to the partner. While an order is pending, a refund or a return of some of its items lowers its commission by each item's own rate, and the percentage fee is then charged on the items kept; a refund that names only an amount lowers both in proportion. An order edited in your store is recalculated on its new amounts at the rates recorded for the order where your store's platform reports the edit; a product the edit adds earns its product or category rate where it has one.

Once an order is approved, by you or automatically after the number of days you set, its commission and the percentage fee on it are final. A refund, cancellation, chargeback or edit that comes later does not reverse or change the order, and nothing is deducted from the partner's later payouts. Set the approval period so that it covers your return and cancellation window. Orders may only be reversed for genuine reasons; reversing orders to avoid paying commission is a breach of these terms. We keep a record of who reversed each order and may review stores that reverse orders by hand unusually often.

7.Paying partners

You pay partners the commission on approved orders. Every payout is made from your own PayPal account and recorded in the same ledger.

• Connect PayPal before partners join: your program accepts no partner until your PayPal account is connected and working, and while it is not, your program page says it is not taking members. A connection that stops working pauses joining again until you fix it. Nobody should promote a program that has no way to pay.
• No payouts by hand: a payout is made only through that connection, and its outcome is read back from PayPal. You cannot record a payment yourself, so what a partner's ledger shows is what PayPal did.
• Through your own PayPal account: when you connect your PayPal business account by saving the credentials of your own PayPal app, you instruct us to send PayPal payout requests from that account for the approved commission owed to partners who have given a PayPal account, on your payout schedule while automatic payment is switched on, and whenever you choose to pay. The money moves from your PayPal balance to the partner; Partnely never holds it and charges no fee for it. You are responsible for keeping enough balance in the program's currency, for PayPal's fees, and for your own agreement with PayPal, including PayPal's permission to send payouts from your account. We store the credentials encrypted and use them only to send the payouts you instructed and to follow their status. A payout the partner does not claim in PayPal within 30 days is returned to your PayPal account and the commission is owed again, and so is the commission of a payout that fails or comes back to your account. Automatic payouts wait 48 hours after a partner changes their payout details. You may switch automatic payment off or disconnect the account at any time.
• Funded through Partnely, where offered: you fund a payout run from the card on file, and each partner is paid from that money to a payout account they set up once on the payment provider's hosted page, where identity and tax details are handled; partners are never paid before your money has arrived, so Partnely advances nothing. Where funded payouts are offered, a run may carry a processing fee, charged to you on top of what partners receive; the fee is shown on the Payouts page before you confirm a run, and scheduled runs carry the same fee. Where funded payouts are offered and you switch them on, a run you start yourself charges the total shown when you confirm it, and by choosing a monthly or twice-monthly schedule you agree that each scheduled run charges what is owed to partners with a payout account on its date, plus the processing fee. A store billed through Shopify is never charged by card, so funded payouts are not offered to it.

You choose the payout schedule (monthly, twice a month, or whenever you run a payout yourself) and the minimum payout, and those choices are written into every program agreement you issue. You must pay approved commission in line with them. Commission that has been approved is owed regardless of how the order later performs for you, including a refund, cancellation or chargeback after approval.

8.Chargebacks and disputes

If you dispute a legitimate charge for plan fees or, where funded payouts are offered, for a funded payout run with your card issuer, we may restrict the store until the matter is settled and recover the disputed amount and the provider's dispute fee. Where funded payouts are offered, money paid out to partners from a run you later dispute remains owed by you. Chargebacks on your customers' orders are handled in your store and recorded here as reversals.

9.Taxes

Our prices exclude VAT, sales tax and similar taxes, which are added to invoices where the law requires. You are responsible for any tax on the commission you pay partners, including any withholding or reporting your jurisdiction requires. Partners are responsible for tax on what they earn. Where funded payouts are offered and a brand uses them, the payment provider collects the tax information the law requires from each partner.

10.Your obligations to partners

• Review applications within a reasonable time, and treat partners fairly and consistently.
• Approve or reverse orders within the window your program states, and do not leave orders pending to delay payment.
• Pay approved commission on the schedule in the program agreement.
• Tell partners how to disclose the relationship. The Creator and Affiliate Terms require every partner to disclose that links and codes are paid or commissioned in the way the platform where the post appears requires; you may add wording of your own, and you must not ask a partner to omit a disclosure.
• Change the program's terms only by saving the change on the service, which tells the partners: it applies from the date it names and never to orders placed before it.
• Use partners' contact details and performance data only to run the program. Do not sell them or add partners to unrelated marketing without their consent, and respect a partner's choice to stop receiving your program emails.
• Use the payout details a partner gives you only to pay that partner, keep them confidential, and share them with no one except the bank or payment service that makes the payment.
• Give reasonable notice before closing a program, and pay what is owed.

11.Data and the Data Processing Agreement

In your program you decide why and how the personal data of your partners and of shoppers who click tracked links is processed; you are the controller of that data and we process it for you as your processor. The Data Processing Agreement is part of these terms and sets out our obligations, our sub-processors, our security measures and what happens to the data when the account closes.

You must have a lawful basis for the tracking your program relies on, and you are responsible for the notices and consents your store must give its shoppers, including any cookie or storage consent the law where you sell requires for the tracking snippet and the attribution parameters on the landing URL. The snippet offers a consent mode in which it stores nothing in the shopper's browser until your store's consent tool reports consent; you decide whether your store needs it, and you describe the tracking in your store's cookie and privacy notices.

A partner's signed agreement shows you the typed name and the time of signing. The IP address and browser recorded with the signature are kept as evidence and shown only to our administrators.

12.Your store connection

By connecting a store you authorise us to receive its order webhooks, to read its catalog, and, where you give us a token, to create discount codes in it. You keep the connection's credentials valid and tell us if they are compromised. Our public tracking key and script may be placed on your own store only.

13.Termination

You may close a store or the whole account at any time by writing to hello@partnely.app. Closing a store ends its program: partners keep their signed agreements as records, their links stop redirecting, and new orders are no longer attributed.

Commission that is approved and unpaid when a program closes remains owed. Before the account closes you must pay it through your connected PayPal account or, where funded payouts are offered, through a final payout run funded through the service. Orders still pending when the program closes are approved or reversed within your stated approval window, and commission on the approved ones is paid the same way.

We may suspend or close a brand account under the Terms of Service. Fees already due remain payable; commission owed to partners remains owed.

14.Contact

Questions about these terms or an invoice: hello@partnely.app.