1. Parties and scope
1.1. This Agreement is between [doldurulacak] ("Advenro") and the individual or legal entity whose application to the Partner Program is accepted (the "Partner"). The Terms of Use and the Data Processing Agreement are annexes to this Agreement.
1.2. The Program covers two models:
- Referral partner: earns commission on customers who arrive through a personal link or code and move to a paid plan.
- Agency partner: manages Advenro workspaces on behalf of clients and uses the multi-client panel, white-label reports and agency pricing.
2. Application and approval
2.1. We accept or reject applications at our discretion. We do not have to give reasons.
2.2. The Partner declares that the information in the application is accurate and that it meets its tax obligations as required.
3. Commission (referral partner)
3.1. Rate: The commission rate and duration are stated in the partner panel and the acceptance e-mail ([rate and duration to be filled in], e.g. [..]% of the net subscription fees collected during the first 12 months).
3.2. Earning: Commission arises when the customer signs up through the Partner's link or code, moves to a paid plan within the [60]-day last-click attribution window, and the payment has been collected, is past the refund period and is not subject to a chargeback. The net amount is after taxes, refunds, discounts and payment institution fees.
3.3. Exclusions: Purchases by the Partner itself or its own company; sign-ups obtained by bidding on search ads for keywords containing our brand; customers coming from spam, misleading ads, fake discounts or incentivised sign-ups; customers already registered.
3.4. Payment: Earned commissions are calculated monthly; the payout threshold is [USD 100] and payment is made within [30] days after the end of the month against an invoice issued by the Partner. Taxes and deductions are the Partner's.
3.5. Offsetting: If an amount on which commission was paid is later refunded or charged back, the commission is offset against later payouts.
4. Agency partner
4.1. Roles: When managing a client's workspace, the agency is the processor for its client and Advenro is the agency's sub-processor. The agency must obtain the necessary authorisation and data processing agreement from its client and be authorised to access the client's ad accounts.
4.2. Client relationship: Advenro is not responsible for the contract, fees, service quality or disputes between the agency and its client. The agency may not make any commitment to its clients on behalf of Advenro.
4.3. Ownership of client accounts: Data in a client workspace belongs to the client. When the agency–client relationship ends, the workspace is transferred to the client on the client's written request; the agency may not block this transfer.
4.4. White label: The agency may use its own brand in reports. It may not present the Advenro software as a product it developed and may not hide that the infrastructure is Advenro if its clients ask.
4.5. Agency pricing: Per-client fees and discounts are stated in the partner panel; the agency is responsible for payment.
5. Brand use
The Partner may use the Advenro name and logo only for the purpose of the Program and in line with our brand guidelines. It may not use our brand in a domain name, social media handle or company name, or give the impression of being a Advenro employee or official representative.
6. Promotion rules
The Partner must comply with applicable law on commercial electronic messages and advertising (in Turkey, Law No. 6563, the İYS rules and the Commercial Advertising and Unfair Commercial Practices Regulation) and with the rules of social media platforms. In particular it must clearly label commissioned promotions as an "ad" or "partnership" and must not make unrealistic performance claims (e.g. "triples your ROAS").
7. Non-solicitation
During the Agreement and for 12 months after it ends, neither party will actively try to hire the other party's employees it met under this Agreement.
8. Confidentiality
The parties keep confidential the trade secrets, price and commission information and customer information they learn under the Program. This obligation continues for 3 years after termination.
9. Independent parties
The parties are independent; this Agreement creates no partnership, agency, dealership or employment relationship. The Partner may not enter into contracts on behalf of Advenro. The agency provisions of the Turkish Commercial Code (including the indemnity claim) do not apply.
10. Term and termination
10.1. The Agreement is for an indefinite term. Either party may terminate it with 30 days' written notice.
10.2. If this Agreement, the Acceptable Use Policy or the promotion rules are breached, we may terminate immediately and withhold the commissions related to the breach.
10.3. On termination without just cause, commissions earned up to the termination date are paid under Section 3. No new commission arises after termination.
11. Changes
Commission rates and program rules may be changed with 30 days' notice; changes do not affect commissions earned before the notice.
12. Liability and jurisdiction
The limitations of liability and jurisdiction in the Terms of Use apply. Our total liability under this Agreement may not exceed the commissions paid to the Partner in the last 12 months.
Version: 1.0.