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General Business Conditions of Teamogy Partner Program

issued by

AD-IN-ONE Europe a.s., Company ID No.: 280 82 869

with its registered office at: Bavorská 856, Prague 5, 155 00

registered in the Commercial Register maintained by the Municipal Court in Prague, File No. B 14840

(hereinafter “AD-IN-ONE”)

These General Business Conditions regulate in more detail mutual rights and obligations of the partnership between AD-IN-ONE and the Partner and form a partnership agreement (hereinafter the “Agreement”), which AD-IN-ONE and the Partner enter into under the following conditions.

The Partner registers on the website (https://www.teamogy.com/cs/become-a-affiliate-or-referral-partner/) in the event of its interest in cooperation with AD-IN-ONE in the promotion of its services and products.

In the event of approval of the interest in cooperation expressed by the Partner from the part of AD-IN-ONE, the Partner is sent, in an electronic form to the email address specified by it upon the registration, a confirmation and an application for conclusion of the Agreement; part of this confirmation is a link to these General Business Conditions. By clicking on this unique link from the part of the Partner, the Partner confirms that it has read these General Business Conditions properly, has understood their content, and the meaning of all provisions and clauses has been sufficiently explained to it, and that it accepts them to full extent and without reservations; at the same time a contractual relationship established by the Agreement between the Partner and AD-IN-ONE is hereby concluded.

1. Introductory Provisions

1.1. AD-IN-ONE is a company incorporated under the Czech law, with its registered office in the Czech Republic, whose scope of activity is mainly the exercise of the right to use a software application accessible via the Internet under the name Teamogy, which is the subject of copyright of AD-IN-ONE Europe a.s., and whose scope of activity is further the providing of these rights to use and to remote access to this software application for consideration to a third party, in particular in the manner of Software as a Service (hereinafter referred to as “Teamogy“).  AD-IN-ONE also provides Teamogy setup and implementation services for use at the client, and also provides Teamogy technical and user support services. Teamogy is provided and offered as ready-made functional software subject to regular updates, placed on hardware in use of AD-IN-ONE, with individual modules according to the customer’s requirements, and is in no way developed by AD-IN-ONE to order or according to specific requirements of the client.

1.2. AD-IN-ONE intends to establish by this Agreement, within a comprehensive business model of offering services of the Teamogy application, its operation and providing technical support to clients according to a specific purpose, a partnership with third parties (Partner) in 

2. Subject of the Agreement

2.1. With this Agreement, the Partner undertakes to develop long-term activities for AD-IN-ONE of an intermediary character and promotion of AD-IN-ONE products, aimed at the objectives agreed in this Agreement, which includes details of the agreed partnership.

2.2. Affiliate / Referral Partner is a type of partnership where the Partner’s activities under this Agreement are negotiations in favor of AD-IN-ONE with the aim to mediate the conclusion of an agreement between the client and AD-IN-ONE, where the Partner refers a third party mediated by it (a potential client) to the use of Teamogy, and without any further involvement on the part of the Partner this client concludes a contractual relationship with AD-IN-ONE, the subject of which is the use of Teamogy by this client for consideration.

2.3. The Partner is entitled to promote Teamogy for use to third parties and to bring potential clients to the Teamogy website via a unique link generated for the Partner from the part of AD-IN-ONE.  This unique web link, when used by a potential client, refers to the Partner and provides an evidence that a potential client comes from the activity developed by the Partner for the purpose of acquiring the client in favour of AD-IN-ONE.

2.4.Another way the Partner can promote Teamogy is by word of mouth, or by another manner of recommendation.  In such event the Partner makes a request for reservation of a potential client in the Teamogy Partner Interface on the Partner’s personal page.

2.5.Each Partner shall have access to its personal page, where it shall find all necessary information on how to conveniently recommend Teamogy.  Here it shall find rules, news, ways how to relevantly assign its potential clients, overviews of its registered potential clients, the status of the rewards it is entitled to, and how much of the rewards has already been paid.

3. Addressing and Registration of a Potential Client

3.1. The contracting parties have agreed that the Partner shall prove its performance and shall carry out activities under this Agreement in the ways specified in the following paragraphs.

3.2. Via personal unique codes (hereinafter CID codes). Each Partner can inform about Teamogy through information and news on its website, when sending emails, when creating a video for Youtube, etc., using a link including its CID code, which is assigned to it by AD-IN-ONE.  Each Partner shall obtain its CID code on the Partner’s personal page within its customer account on the Teamogy website.  If a potential client of the Partner clicks on the link with the CID code, registers on the Teamogy website and becomes a contractual client of AD-IN-ONE, the Partner is entitled to a reward, the amount of which is specified below in this Agreement. The CID code of the Partner shall be automatically assigned to the registration of a potential client; the client does not need to know about this principle.  The Partner shall find out about all potential clients registered in this way on the Partner’s personal page.

3.3. Via promo codes. The Partner shall pass on its unique PROMO code to listeners, business partners or to other potential clients.  If a potential client registers with AD-IN-ONE with simultaneous use of the Partner’s unique PROMO code and becomes a contractual client of AD-IN-ONE, the Partner shall be entitled to a reward, the amount of which is specified below in this Agreement. The Partner shall obtain its unique PROMO code on its personal Partner page

3.4.Via reservation

a. If the Partner knows a potential client, intends to personally recommend Teamogy and does not want to inform the client in any way about the partnership, it proceeds according to the following provisions.  The Partner reserves a potential client with AD-IN-ONE by sending information and identification data, and in the event such client in not yet reserved or AD-IN-ONE is not in a separate negotiation with it, AD-IN-ONE shall reserve it for the Partner.   AD-IN-ONE undertakes that in the event a potential client registers or otherwise enters into active negotiations with AD-IN-ONE and subsequently becomes a contractual client, the Partner shall be entitled to a reward, the amount of which is specified below in this Agreement.

b. Active reservation means an approved reservation (a given potential client is not in negotiations about the use of Teamogy, is not reserved by someone else, or as the case may be, is no longer a Teamogy user – a client of AD-IN-ONE).  In the event a potential client registers or enters a free trial or business negotiations, it is transferred from active reservations to the list of potential clients.  This frees up additional space for another potential active reservation, in the event the Partner uses a maximum number of active reservations of potential clients.

c. The overview of rewards, which is specified on the Partner’s personal page within its customer account on the AD-IN-ONE website, shows the current status of individual registered potential clients, the stage of business negotiations they are at, and the expected number of users a potential customer shall cover.

d. The number of active reservations of potential clients of the Partner can be a maximum of 10.

e. The active reservation is valid for the period of 90 days. If during this time there is no registration of a reserved potential client with AD-IN-ONE, or another demonstrable active contact of AD-IN-ONE from the part of a reserved potential client being interested in purchasing Teamogy, AD-IN-ONE is entitled to cancel such reservation.

4. Reward

4.1. The Partner is entitled to a reward for its activities under this Agreement for each client who has entered into a contractual relationship with AD-IN-ONE for the purpose of using Teamogy for consideration, and who demonstrably comes from:

a. a unique link generated for the Partner (CID code or promo code), and at the same time this unique link of the Partner demonstrably led the client into a paid contractual relationship with AD-IN-ONE – or based on this link, the Partner has provided for the conclusion of a contractual relationship on using Teamogy with a specific client in favor of AD-IN-ONE, or 

b. the list of potential clients (3.4. b.) on the basis of a reservation approved by AD-IN-ONE, which the Partner made on its personal page, and at the same time, its active recommendation demonstrably led the client into a paid contractual relationship with AD-IN-ONE.  The Partner is obliged to prove to AD-IN-ONE its active recommendation made to this client, in particular in such a way that there be no doubt that the client has entered into negotiations with AD-IN-ONE on the basis of the Partner’s activity.

4.2.The Partner is entitled to payment of a reward for the client thus acquired for AD-IN-ONE, provided that the client has entered into a contractual relationship with AD-IN-ONE within 180 days from the moment when:

a. a potential client with a unique link obtained from the Partner registered on the website www.teamogy.com or

b. a potential client approved and registered by the Partner registered on the website  www.teamogy.com,or in another active way entered into negotiations with AD-IN-ONE on the paid use of Teamogy.

4.3. The Partner is entitled to a reward in the amount equal to 100% of the price for using Teamogy for the first two months of Teamogy use, on the basis of the AD-IN-ONE price list according to the number of users and the client’s region (see the price list at www.teamogy.com), disregarding the actual monthly price for using Teamogy agreed between AD-IN-ONE and such client, however, the client must pay such agreed amount for both months duly and on time in favour of AD-IN-ONE.

4.4. In the event it is not possible to unambiguously and demonstrably determine which Partner has brought the client into a paid contractual relationship with AD-IN-ONE, the reward shall be equally divided between/among the Partners who demonstrably participated in acquiring the client.

4.5. This reward can be increased by special offers from the part of AD-IN-ONE.

4.6. The Partner may also waive part of its reward in favor of a potential client.  This option can be implemented using a promo code (see the description above).

5. Calculation and Payment of a Reward 

5.1. Always as of the twentieth day of a calendar month, AD-IN-ONE shall calculate and determine the amount of the Partner’s reward for a given monthly period.

5.2. The reward shall be established on the basis of payments made, received and not yet settled with the Partner from the client mediated by the Partner according to the conditions agreed in this Agreement and for the given period to which the Partner is entitled.  The amount of the reward is then determined according to paragraph 4.3. this Agreement.

5.3. The reward shall be paid from the part of AD-IN-ONE to the Partner no later than the last day in the given calendar month for which it is entitled to it.

5.4. If the amount of the reward payable for a specific monthly period is less than EUR 50, the reward shall be paid to the Partner in the next following monthly period.

5.5. The Partner is solely responsible for determination whether according to applicable legal regulations the Partner or AD-IN-ONE shall be required to remit to respective authorities any value added tax, or any other taxes or similar charges relating to the rewards paid to the Partner.  In the event the Partner or AD-IN-ONE is in accordance with the legal regulations governing the Partner obliged to reimburse any such taxes or fees to respective authorities, the Partner undertakes to pay such taxes or fees for itself and/or, as the case may be, also for AD-IN-ONE. The contracting parties at the same time declare that the place of performance from the part of the Partner is the address specified by it upon the conclusion of this Agreement.

6. Rights and Obligations of the Partner

6.1. The Partner undertakes not to copy or use Teamogy or any documentation or information regarding Teamogy received from AD-IN-ONE in any other way than as specified in this Agreement.  The Partner is expressly prohibited from performing or allowing third parties to perform the following activities:

a. to use any authorization code, license number, username/password combination or another activation code or number provided by AD-IN-ONE in connection with Teamogy in favour of any third party with the aim to use Teamogy in violation of this Agreement and its purpose;

b. to share any activation code or access data with any third party except for the parties designated by AD-IN-ONE;

c. to carry out reverse engineering, disassemble, decompile, translate, reconstruct, transform or extract Teamogy or any part of Teamogy, or modify, adapt or otherwise alter any part of Teamogy, or allow a third party to do so;

d. to publish, pre-sell, distribute, transmit, pass, disclose, transfer, pledge, rent, share or grant the rights to use Teamogy in violation of this Agreement;

e. to use Teamogy for providing or creating a product or service that would be a competition to Teamogy or another AD-IN-ONE product;

f. to use or try to use Teamogy for an activity that might:  (A) breach the intellectual property rights or other rights of any third party; (B) contain any illegal, harmful, threatening, abusive, or otherwise undesirable material of any kind; (C) have a potential to incite or create the  behavior that is illegal, harmful, threatening, harassing, defamatory, offensive, against the privacy of another person;  (E) facilitate illegal behaviour; (F) damage, prohibit or obtain or try to obtain unauthorized access, take over, use, copying, alteration or destruction of any property, equipment, software, services, networks or data; (G) breach in any way applicable local, national or international law or regulation; (H) falsify headers or otherwise manipulate identifiers to obscure the origin of any content transmitted by Teamogy; or (I) collect or store personal data without knowledge and express consent of the data subject;

g. to damage, block or impair the operation of Teamogy, or to obtain or try to obtain unauthorized access to Teamogy or to property, equipment, software, services, networks or data to which AD-IN-ONE and Teamogy is connected or to any content or data stored, made available or delivered through Teamogy, or to participate in such behaviour or allow it to a third party;

h. to test or compare, share or publish the results of Teamogy testing and comparison without a prior written consent of AD-IN-ONE; or

i. to breach or circumvent, attempt to breach or circumvent, or authorize or assist any third party in breaching or circumventing control and protection of Teamogy use; or violate the AD-IN-ONE principles regarding the Teamogy use; or

j. to use it in any way that competes with AD-IN-ONE, e.g. to create a competitive product or service or to otherwise modify or create derivative works or derivative works on them, including building a product or service using any similar ideas, functions, features or graphics from them or their copying or editing.

6.2. In the event of breach of obligations specified in the previous paragraph or identification of a threat of such breach, the Partner is obliged to take immediately all necessary measures to refrain from such breach, and at the same time to report this fact immediately and without undue delay to AD-IN-ONE.

6.3. AD-IN-ONE is authorized to make available to the Partner promotional and marketing materials, such as logos, brochures, banners, photographs, etc. (“Materials”), which are the property of AD-IN-ONE and are protected by AD-IN-ONE rights.  When using the Materials, the Partner undertakes that:

a. it shall use them only for the purpose of fulfilling its obligations under this Agreement

b. it shall not modify, alter or otherwise change the Materials without a prior written consent of AD-IN-ONE

c. it shall fully cooperate with AD-IN-ONE for the purpose of protection of the Materials; and

d. it shall use only the Materials provided to it by AD-IN-ONE or expressly approved in writing prior to any such use.

6. 4. Sharing of content regarding the promotion of Teamogy is allowed mainly in the Partner’s own communication channel, which can be its website or its profile on social networks (LinkedIn, Twitter, Facebook, Instagram), or on Youtube.  Furthermore, in the form of a live personal or online presentation to a selected group of listeners or in the form of WOM – i.e. communicating relevant information about Teamogy by “word of mouth” recommendation. Furthermore, in an electronic form to people with whom the Partner is in contact, while observing the GDPR principles and regulations.  

6.5. Content sharing is not permitted on “link farms” or on otherwise inappropriate sites, where such content would be together with hate speech or any discriminatory speech, pornographic content, incitement to violence or suppression of fundamental human rights and freedoms, or with another content that might harm the reputation of AD-IN-ONE and would be contrary to good morals and/or legal regulations.

6.6. In the event that the Partner negotiates the price for use of Teamogy for a potential client, it is obliged to abide by the current price list of AD-IN-ONE services and products specified on www.teamogy.com.

7. Rights and Obligations of AD-IN-ONE

7.1. AD-IN-ONE undertakes to provide the Partner with consultancy in administrative, marketing and technical support, to the extent necessary and to the extent designated by the type of partnership, so that it can present AD-IN-ONE products to potential clients.

7.2. AD-IN-ONE and any of its employees, shareholders or agents, or other authorized persons shall not be liable to the Partner for any damage or loss on its part or on the part of a third party (including any direct, indirect or consequential loss or damage or any loss of income, profits, expectations, data, agreements or money, arising out of or in any way associated with the interruption of business or activity under this Agreement) in connection with the subject of this Agreement.

8. Confidentiality

8.1. The contracting parties undertake to keep absolutely confidential all confidential and classified facts concerning the other party, and in particular all AD-IN-ONE products, of which the Partner and its authorized employees and other cooperating third parties learn in connection with this Agreement, except for the information that shall have to be provided to third parties for the purpose of due performance of this Agreement, fulfillment of legal obligations or exercise of rights under this Agreement.  As confidential and classified information shall be considered any information the disclosure of which may cause damage to or harm the name of the other contracting party, disregarding whether it forms part of a trade secret, but also any information of which AD-IN-ONE an exclusive owner, especially, but not exclusively, the information on business conditions, on technical and financial or invoicing processes or know-how, on other production and business processes, confidential data on ownership relations, data on patent, copyright, trademark rights or trademark.

8.2. For the avoidance of doubt, it is expressly stated that subject to protection are text data and documents, drawings, audiovisual recordings, photographs, materials, computer readable media, information, software algorithms and source codes of any kind, disregarding the form of capture of protected confidential information and facts, i.e. whether they are made available only orally, in the form of presentation, or are captured on a documentary basis in the form of electronic media, computer outputs, but also on other carriers of such information and facts not specified here.  The obligation of confidentiality does not apply to information which becomes generally known without such knowledge being the result of a breach of obligation of confidentiality, and to information which is generally known.  The obligation of confidentiality applies even after the termination of this Agreement.  In the event of a breach of the obligation of confidentiality from the part of the Partner under this Article, the contracting parties agree on a contractual penalty in the amount of a total monthly AD-IN-ONE income from all Teamogy users for the month preceding the breach, for each individual breach of such obligation.  The contracting parties consider the contractual penalty to be reasonable with regard to the performance under this Agreement.  The contracting parties hereby acknowledge and declare that the obligation of confidentiality is their basic obligation under this Agreement and that its breach may cause serious and difficult to avoid damage to AD-IN-ONE.  For the event of a breach of confidentiality of confidential information regarding source codes, development documentation, technical and procedural character of the Teamogy system, the contracting parties agree on a contractual penalty in the amount of a total annual AD-IN-ONE income from all Teamogy users for the month preceding the breach, for each individual breach of such obligation, which the contracting parties consider appropriate with regard to the performance under this Agreement.

8.3. The Partner undertakes to keep the confidential information, obtained from AD-IN-ONE, confidential and to protect it and treat it as confidential for the entire period of this Agreement, and without limiting the generality of the foregoing agrees to return to AD-IN-ONE, at its written request, without undue delay, all materials containing confidential information submitted to it by AD-IN-ONE, including any copies, or shall confirm in writing that such materials or copies have been destroyed unless the contracting parties agree otherwise.

8.4. The Partner must inform all persons performing activities for it within the scope of performance under this Agreement or related to such performance about the obligations pursuant to the preceding paragraphs.

8.5. The Partner is obliged to prove the fulfillment of the above specified obligations at any time at the request of AD-IN-ONE.

9. Duration and Termination of the Agreement

9.1. This Agreement is concluded for an indefinite period of time with effect from the date of conclusion of this Agreement.  This Agreement is concluded remotely via the Internet interface on the basis of approval of the content of the Agreement made directly on the website or via e-mail communication.

9.2. The Partner declares that all data provided by it upon the registration and conclusion of this Agreement, as well as in its personal account / website, is true and complete.

9.3. Either contracting party may terminate the Agreement at any time in its sole discretion without stating a reason, even electronically, by sending a written notice to the other contracting party, with a notice period of a minimum of thirty (30) days starting on the day following the delivery of the notice.  Upon termination of this Agreement, AD-IN-ONE shall pay the Partner all unpaid due rewards to which it is entitled under this Agreement. In the event that AD-IN-ONE terminates the Agreement due to its breach from the part of the Partner, any financial claims of the Partner arising from the Agreement, that are due after its termination, shall cease to exist.

9.4. AD-IN-ONE reserves the right to terminate this Agreement by withdrawal with immediate effect on the day following the sending of the withdrawal to the Partner, whom AD-IN-ONE reasonably believes has violated this Agreement or applicable law.  In the event of such termination, all Partner’s claims to rewards under this Agreement, which have not yet been paid, shall cease to exist.

9.5. For the avoidance of doubt, the Partner shall be liable to AD-IN-ONE and its business partners for damage caused by misleading them and/or by breaching contractual or legal obligations from the part of the Partner. 

9.6. Irrespective of the reason for termination of this Agreement, both contracting parties shall be obliged to continue to perform under this Agreement with professional care during the period of notice, unless the contracting parties agree otherwise.  Upon termination of this Agreement, both contracting parties are always obliged to take such measures so as to prevent damage to the other contracting party, in particular to hand over all things taken over and all information obtained during the performance of this Agreement and in connection therewith.

10. Final Provisions

10.1. This Agreement contains an entire agreement on the subject of the Agreement and all particulars, that the contracting parties had and wanted to agree on in the Agreement, and that they consider important for the binding character of this Agreement.  No statement made by the contracting parties during the negotiation of this Agreement or after conclusion of this Agreement may be construed in a manner inconsistent with the express provisions of this Agreement and shall not create any obligation on the part of either contracting party.   Both contracting parties state that they have had an opportunity to raise their objections and proposals during the negotiation on the Agreement.  A term admitting different interpretations used for the first time by one of the contracting parties may not be interpreted to the detriment of such contracting party, unless the other contracting party drew attention to the possibility of different interpretations during the negotiation, and the first contracting party despite that insisted on its use.

10.2. The contracting parties do not wish that, in addition to the express provisions of this Agreement, any rights and obligations be derived from the past or future practices established between the contracting parties or practices in general or in the industry relating to the subject of this Agreement, unless expressly agreed otherwise in this Agreement.  In addition to the above, the contracting parties confirm that they are not aware of any business practices or practices that would have been established between them so far.

10.3. Both contracting parties have exclusively agreed that after termination of this Agreement, the Partner shall not be entitled to any payments from the part of AD-IN-ONE, and that by termination of this Agreement all claims of the Partner shall cease to exist.

10.4. AD-IN-ONE reserves the right to update and change conditions of this Agreement from time to time.  AD-IN-ONE undertakes to notify the Partner by e-mail of any change in the content of the conditions by e-mail at least thirty (30) days before such changes take effect.  Any additions, modifications, enhancements or changes to Teamogy, including the release of new features and resources that AD-IN-ONE makes available from time to time, are subject to this Agreement.  Continued participation in the performance under this Agreement after any changes made by AD-IN-ONE in accordance with this paragraph shall constitute the Partner’s consent to such changes.  The Partner is at the same time entitled to reject the sent changes to the Agreement by an electronic notification sent to AD-IN-ONE no later than before such changes take effect, in which case this Agreement shall be terminated within 30 days of sending the Partner’s notification of such change rejections.  The current and valid version of this Agreement is located at: www.teamogy.com/en/partner-page/general-business-condition-of-teamogy-partner-program/.  In the event that the Partner does not agree with such changes and decides to terminate this Agreement, AD-IN-ONE shall pay the Partner all due rewards based on the conditions valid immediately before the termination of the Agreement.

10.5. The contracting parties have agreed that the obligation to pay a contractual penalty does not exclude the right to compensation for damage in the amount exceeding the contractual penalty.  In the event the contractual penalty is reduced by court, the right to compensation for damage remains in the amount in which the damage exceeds the amount determined by court as reasonable, without any further restriction.   The contractual penalty is payable within ten (10) days of sending a call for payment to the other contracting party to the address specified in the heading of this Agreement.

10.6. For the avoidance of doubt, the document shall be retained if in the correspondence between the contracting parties electronic means are used.

10.7. This Agreement is governed by the Czech law.  The fulfillment of contractual obligations arising from this Agreement is subject to the provisions of Act No. 89/2012 Coll., the Civil Code, as amended, and to other legal regulations. 

10.8. All disputes or claims arising in connection with this Agreement, including disputes concerning its validity, breach, termination or invalidity, shall finally be resolved in accordance with the Arbitration Rules (Vienna Rules) of the Vienna International Arbitration Centre (VIAC) of the Austrian Federal Chamber of Commerce by an arbitrator appointed in accordance with these rules.

10.9. This Agreement may also be amended by written amendments, numbered in ascending order and signed by both contracting parties.  For this purpose, an exchange of electronic messages containing a copy of the addendum with a handwritten signature of the authorized representative of the contracting party shall also be considered a written form.

10.10. Any waiver or non-enforcement of the performance of other party’s obligations under this Agreement does not deprive the respective contracting party of its right to demand the performance of this Agreement otherwise, and to exercise all of its rights in connection therewith.   The provisions regarding the compensation for damage and sanctions shall survive the termination of this Agreement.  If it turns out that any provision of this Agreement is invalid or apparent, it shall not affect the other content of the Agreement, which remains in force, unless it is the provision that cannot be separated from the other content of the Agreement.

10.11. The rights and obligations arising from this Agreement shall pass to legal successors of the contracting parties, unless it is precluded by their character (e.g. by the obligation of personal performance).

10.12. Both contracting parties identically declare that this Agreement has been drawn up in accordance with their true and free will, and not under unilaterally unfavorable conditions, that they have read it and that they agree to its contents.

These Business Conditions are effective from July 1, 2021 and supersede all general business conditions of the Teamogy Partner Program issued by AD-IN-ONE in the past.