Affiliate program terms

Article 1 — Parties and definitions

These affiliate program terms (the "Terms") are entered into between:

• CODEVIUM SAS, a simplified joint-stock company (société par actions simplifiée) with share capital of €1,000, registered with the Paris Trade and Companies Register under number 988 166 393, whose registered office is at 60 rue François 1er, 75008 Paris, France, EU VAT number FR32 988166393, which operates the service under the trade name iPand ("iPand" or "we");
• and any person acting for professional purposes whose application to the program has been accepted (the "Partner").

In the Terms:

• Program: the iPand affiliate program, through which the Partner recommends the Service and receives a commission on the payments of the customers they refer.
• Service: the iPand online platform, available at app.ipand.io, described in the terms of sale.
• Code: the identifier assigned to the Partner when their application is accepted.
• Link: an address of the iPand website or application that carries the Code, in the form ?ref=CODE.
• Referred Account: an iPand account created with the Code of an active Partner, under the conditions of article 5.
• Referred Customer: the Organization created in the Service by a Referred Account.
• Organization: a customer’s space in the Service, which groups its brands, members and billing.
• First Payment: the first invoice of a Referred Customer paid with an amount settled greater than zero.
• Commission Period: for a Referred Customer, the 3 months of service that begin at the start of the period covered by their First Payment.
• Commission: the amount owed to the Partner for an invoice paid by a Referred Customer.
• Statement: the monthly record of the Commissions payable to the Partner in one currency.
• Partner Space: the page of the application where the Partner tracks their Code, Links, sign-ups, customers, Commissions and Statements.

Article 2 — Purpose and applicable documents

The Terms govern the application to the Program, the attribution of customers, the calculation, statement and payment of Commissions, and the end of participation.

The Partner’s use of the Service, in particular of their account and Partner Space, remains governed by the terms of use. For everything related to the Program, the Terms prevail.

Participation in the Program gives no discount or benefit on the subscriptions the Partner takes out for themselves; those subscriptions follow the terms of sale.

Article 3 — Who can participate

The Program is open to professionals: agencies, SEO consultants, content creators, sole traders, companies and associations, regardless of their country of establishment, provided they can issue an invoice for the Commissions they receive. It is not open to consumers.

The Partner declares that they act in the course of their professional activity and hold the rights and authorizations needed to recommend the Service.

Article 4 — Application and acceptance

Applications are made through the form on the "Affiliate program" page of the ipand.io website. By sending it, the applicant accepts the Terms in their version in force.

iPand reviews each application and remains free to accept or refuse it, without having to give reasons. The applicant is informed of the decision by email.

Upon acceptance, iPand assigns a Code to the Partner. The Program is managed from an iPand account opened with the email address of the application: if that address already has an account, the Partner is linked to it; otherwise, they create their account with that address and are linked to it when it is created. The Code is personal: the Partner does not transfer it or share it with another professional for them to distribute it in their place.

Article 5 — Links, Code and attribution

The Partner has two Links, shown in their Partner Space: the website home page (https://ipand.io/?ref=CODE) and direct sign-up in the application (https://app.ipand.io/sign-up?ref=CODE).

The Code follows the visit on the website by being carried over to the links from one page to the next, without cookies or browser storage. An account is attributed to the Partner when it is created during a visit opened by a Link, before any reload of the application: this is the first touch recorded when the account is created. The first touch of an account is never replaced: a Code received later has no effect.

The following are not attributed:

• an account created without the Code, or with a Code that is unknown, mistyped, or belongs to a Partner who is suspended or whose participation has ended;
• an account created by accepting an invitation to an existing Organization;
• an account that already existed when the Link was followed.

No attribution is made afterwards, on a statement by the Partner or the customer.

Article 6 — Referred Customer

The Organization created in the Service by a Referred Account becomes a Referred Customer of the Partner. An Organization counts for one Partner only.

The Partner cannot refer themselves: no Commission is owed on an Organization whose owner is the Partner’s account, that is, the account that created it. However, the Partner may be invited as a collaborator in a Referred Customer’s Organization, in particular when they support it in using the Service, without this affecting their Commissions.

iPand may review Referred Customers that show signs of artificial referral (same email domain as the Partner, members shared with an organization of the Partner, accounts created to obtain Commissions) and, in the cases provided for in article 11, exclude them from the Program.

Article 7 — Commission

For each Referred Customer, the Partner receives a Commission of 30% of the amounts, excluding taxes, actually paid by that customer to iPand, after discounts and excluding taxes, for the first 3 months of service from their First Payment (the Commission Period). An invoice covering a longer service period, for example an annual subscription paid in advance, gives rise to a Commission only pro rata to the part of that period that falls within the Commission Period, counted in months: an annual subscription counts for 3 months out of 12. An invoice whose service period begins after the Commission Period no longer gives rise to a Commission.

All paid plans of the Service count, including the Custom plan. A subscription or contract that gives rise to no paid invoice (contract without billing, trial) does not give rise to a Commission.

Refunds, credit notes and lost payment disputes reduce or cancel the Commission on the invoice concerned, in proportion to the amount excluding taxes they remove. An invoice that is not paid does not give rise to a Commission. A negative invoice that credits the customer’s balance (for example during a prorated plan change) reduces the Commissions by the same amount.

If the Commission concerned has already been included in a Statement, the reduction becomes a negative adjustment, deducted from the following Statements.

Commissions are calculated in the currency of the invoice, without conversion, and rounded to the nearest cent. They are calculated by iPand from the data of its payment provider, which is authoritative between the parties.

Article 8 — Delay and monthly Statement

A Commission becomes payable 30 days after the payment of the invoice concerned. Before that delay, it is pending.

After the end of each month, iPand prepares, for each currency, a Statement of the Commissions that became payable no later than the last day of the month and have not yet been included in a Statement, adjustments included. A Statement is prepared only if its amount reaches the threshold of €50 for the euro, or $50 for the US dollar. Below the threshold, the Commissions remain acquired and are carried over to the following month’s Statement.

When the Commission Period of each of the Partner’s Referred Customers that have made a First Payment has ended and all of the Partner’s Commissions in a currency have become payable, iPand prepares the Statement for that currency even if its amount does not reach the threshold, so that this balance is not left pending. The Commission Period of a Referred Customer excluded from the Program (article 11), or of all the Referred Customers of a Partner whose participation has ended (article 12), is deemed to have ended. If a Referred Customer then makes their First Payment, a new Commission Period begins and the threshold applies again.

The Partner is notified of each Statement by email; it also appears in their Partner Space with its number.

Article 9 — Invoice and payment

To get paid, the Partner sends to contact@ipand.io, quoting the Statement number:

• their invoice for the amount of the Statement, made out to CODEVIUM SAS and compliant with the rules that apply to them (value added tax, exemption or reverse-charge mention where applicable);
• their bank details.

iPand pays the amount by bank transfer, within 30 days of receiving a compliant invoice. The Statement is then shown as paid in the Partner Space, with the date and reference of the transfer, and the Partner is notified by email.

iPand does not store any bank details in the Service: it keeps the Partner’s invoice and the record of the transfer for its accounting. Each party bears its own bank fees.

The Partner alone is responsible for their tax and social declarations and obligations in respect of the Commissions they receive.

Article 10 — Partner obligations

The Partner presents iPand fairly and accurately. In particular, they shall not:

• announce features, prices, discounts or results that the Service does not offer; prices and plans are those of the Pricing page of the website;
• send unsolicited messages (spam) or recommend the Service by means contrary to the law;
• buy advertising keywords that contain the iPand brand or a similar brand, or register a domain name or social media account that contains it;
• present themselves as iPand, as a member of its team or as an official reseller;
• pay or encourage people to create an account or to pay in order to obtain Commissions, or create accounts for themselves or their relatives through their own Link;
• harm the image of iPand or of the artificial intelligence engines measured by the Service.

The Partner clearly discloses the commercial nature of their recommendation when the law that applies to them requires it, in particular when they recommend the Service as a content creator.

The Partner may use the iPand name and logo to present the Service, without modifying them, during their participation in the Program. This authorization is personal, free of charge and ends with their participation.

Article 11 — Fraud, suspension and exclusion

In the event of a breach of the Terms, fraud or attempted fraud, iPand may, without notice:

• suspend the Partner’s Code, which then no longer attributes new accounts;
• exclude a Referred Customer from the Program: its Commissions not yet paid are canceled, and iPand may recover, by adjustment, the Commissions already paid for it;
• end the Partner’s participation under the conditions of article 12.

iPand informs the Partner by email of the measure taken and its reason. The Partner may submit their observations to contact@ipand.io.

Article 12 — Term and end of participation

Participation in the Program is entered into for an indefinite term. Either party may end it at any time, by email, with 15 days’ notice. iPand may end it without notice in the event of a serious breach by the Partner.

At the end of participation:

• the Code no longer attributes any account;
• no Commission is owed on payments made after the end date;
• Commissions owed on earlier payments remain acquired and are paid in accordance with articles 8 and 9, including any balance below the threshold, except in the event of termination for breach, where the Commissions related to the breach are forfeited.

iPand may also end the Program for all Partners, with 30 days’ notice given by email; acquired Commissions are then paid in accordance with articles 8 and 9.

Article 13 — Independence

The Partner acts as an independent professional. The Terms create no employment contract, mandate, commercial agency or partnership between the parties. The Partner cannot bind iPand, enter into a contract in its name or collect a payment on its behalf. The Program is not exclusive.

Article 14 — Personal data

To manage the Program, iPand processes the Partner’s data (identity, contact details, company, presentation, Code, Statements and payments) as data controller, in accordance with its privacy policy. Statements and the data supporting them are kept for the duration of iPand’s accounting obligations.

The Partner Space shows referred customers in anonymized form (order of attribution, dates, status, Commissions): iPand does not disclose to the Partner the name, contact details or data of Referred Customers.

The Partner processes the personal data of their own contacts under their sole responsibility, in compliance with the regulations that apply to them.

Article 15 — Confidentiality

The Partner keeps confidential the non-public information they receive in connection with the Program, in particular the content of their Statements and any specific conditions granted to them.

Article 16 — Liability

iPand makes its best efforts to record attributions and calculate Commissions, but guarantees neither a number of sign-ups nor an amount of Commissions. It is not liable for a missed attribution due to the path followed by the visitor (Link not followed, reload, other device), nor for an unavailability of the Service or its providers.

Except in the case of gross negligence or willful misconduct, iPand’s liability under the Program is limited to the amount of Commissions paid to the Partner during the twelve months preceding the event giving rise to liability.

Article 17 — Changes to the Terms

iPand may change the Terms, in particular the rate, term, delay or thresholds. Any change is notified to the Partner by email at least 30 days before it takes effect; it only applies to payments made from that date. A Partner who refuses it may end their participation without notice before that date; otherwise, they are deemed to accept it.

Article 18 — Language, governing law and jurisdiction

The Terms are written in French, which is authoritative; translations are provided for information.

The Terms are governed by French law. In the event of a dispute, the parties first seek an amicable solution. Failing that, and if the Partner is a merchant, the courts of Paris have exclusive jurisdiction; in other cases, the ordinary rules of jurisdiction apply.