Note: This English text is provided for convenience. The Dutch version is authoritative where translations differ.

Partner Terms

These Partner Terms belong to the Partner Agreement you sign with TimeChimp. Together they form our arrangements for referring End customers. Capitalised terms are defined in Article 1, or otherwise in Article 1 of the general terms and conditions.

Article 1. Additional definitions

1. 1.1End customer: a Customer whose environment you manage through the Partner Portal.
2. 1.2Partner: a registered company that signs the Partner Agreement with us.
3. 1.3Partner Agreement: the contract between us and you that declares these Partner Terms applicable, and that sets out what we agree per Partner.
4. 1.4Partner Portal: the environment where you register and manage End customers.
5. 1.5Fee: the fee we pay you under the Partner Agreement for an End customer you referred.

Article 2. Relationship to the general terms and conditions

1. 2.1These Partner Terms stand on their own. They do not make you a Customer and do not give you a Subscription.
2. 2.2Capitalised terms not defined in Article 1 have the same meaning as in Article 1 of the general terms and conditions, in the latest version published at terms.timechimp.com/en/general-terms-and-conditions.
3. 2.3The following articles of our general terms and conditions apply directly to these Partner Terms: 2.2, 2.6, 12, 13, 14.2, 14.4, 14.5, 16, 17 (except 17.3, see Article 8), 18, 19, 20, 21.2, 21.3, 21.5 and 21.6. Read "Customer" in these articles as "Partner", and "Agreement" as "these Partner Terms and the Partner Agreement". The other articles of the general terms and conditions do not apply, unless you also take out a Subscription separately from a Partner Agreement.
4. 2.4If you and we agree something different, this order applies: first the Partner Agreement, then these Partner Terms, then the articles listed in 2.3.
5. 2.5Do you have your own Subscription? Then the general terms and conditions apply to that.

Article 3. What the partnership involves

1. 3.1You may recommend the Software to your customers and refer them to us, for as long as these Partner Terms apply. This right is non-exclusive: we also sell directly and work with other partners, and you may also recommend other software.
2. 3.2You get access to the Partner Portal.

1. (a)Through the Partner Portal you have full access to the environment of your End customers. You are liable for everything you do there. We are not. If a Customer or anyone else holds us liable for that? Then you reimburse our damage and costs (Article 8.2).
2. (b)You make sure you have agreed with your End customer that you have this access and what you may do with it, and that you comply with the GDPR when using their data. If we ask for that agreement, you send it to us within 10 working days.

1. 3.3You are not a commercial agent, reseller, or representative of ours. You do not enter into Subscriptions, negotiate on our behalf, or make commitments about prices, features, or delivery times.
2. 3.4For your accounts in the Partner Portal and in the environments you manage: you do not share accounts, and you remove an employee's access within 5 working days after they leave. If you notice misuse or a security issue, report it immediately to security@timechimp.com.

Article 4. Brand, material, and ownership

4.1For as long as these Partner Terms apply, you may:

1. (a)use our Documentation and materials to promote the Software;
2. (b)use our brands and logos for that purpose, following the guidelines at brand.timechimp.com. We may withdraw that right at any time, and any goodwill created by that use belongs to us.

4.2You may only do the following with our prior written consent:

1. (a)engage your own partners or agents to refer or resell the Software;
2. (b)state, warrant, or promise anything on our behalf beyond what we have approved in writing;
3. (c)bid on our brand names in advertising, or use domain names, social media accounts, or pages that resemble our brand or appear to be ours.

1. 4.3If you give us ideas, suggestions, or feedback about the Software, we may use them freely, without time limit and without payment.
2. 4.4You may say that you are our Partner and mention us on your website and channels.

1. (a)You align any press release or other public announcement about our partnership with us in advance, and we do the same.

Article 5. What we expect from you

1. 5.1You do not say anything about the Software or about us that is untrue, misleading, or exaggerated, or anything that damages our reputation.
2. 5.2You comply with the law: privacy legislation (the GDPR), rules on unsolicited advertising, sanctions and export rules, and anti-bribery and corruption rules. You do not use purchased address lists or unsolicited email or phone calls to find End customers. You declare that you, your directors, and your owners are not on a sanctions list. If that changes, you tell us immediately.
3. 5.3If an End customer comes to you with a complaint or issue about the Software, refer them to support@timechimp.com, or forward it yourself.
4. 5.4Does an End customer stop being your customer? Tell us within 10 working days, so we can unlink them from your Partner Portal. The Customer can also revoke that access themselves by contacting support@timechimp.com.
5. 5.5You do not use our Confidential information to compete with us. For as long as these Partner Terms apply, you do not actively steer End customers you referred toward competing software.
6. 5.6We may ask you to demonstrate that you comply with these arrangements, for example the agreement with a Customer (Article 3.2(b)). We do this no more than once a year, unless we have a concrete indication that something is wrong.
7. 5.7You hold professional liability insurance suited to your work and to the access you have. We may ask you to prove this.

Article 6. What you can expect from us

1. 6.1We invoice the End customer, provide them Support, and handle the implementation. What we promise about availability and support is set out in the Service Level Agreement.
2. 6.2We decide ourselves whether to accept an End customer, at what price and on what terms, and whether and when we end a Subscription. We also do not promise you any features or delivery times. This gives you no right to a Fee and no right to damages, even if the Software is unavailable for a time.

Article 7. Privacy

1. 7.1If you refer an End customer to us, we and you are each separately responsible for our own processing of Personal data, as meant by the GDPR.
2. 7.2If you give us Personal data of a lead, make sure you are allowed to, and that you have told that person you are passing their data to us.
3. 7.3We use that data to contact them about TimeChimp, and otherwise as set out in our privacy statement.
4. 7.4For the data in an End customer's environment: that Customer decides what happens with it. We process that data for that Customer, not for you. You work there based on your own agreement with that Customer (Article 3.2(b)). If you act as that Customer's processor in that work, you enter into your own data processing agreement with them. You are not a subprocessor of ours.
5. 7.5We and you use a lead's data only to refer and follow up on that lead, and do not keep it longer than necessary for that. This article is our agreement on sharing that data.

Article 8. Liability

1. 8.1Article 17 of the general terms and conditions applies to liability, except 17.3. Instead of 17.3, the following applies: our combined liability under these Partner Terms is never higher than € 2,500, or what we paid you in Fees in the twelve months before the damage occurred, if that is more.
2. 8.2Does someone else hold us liable because you failed to comply with these Partner Terms or the Partner Agreement? Then you pay our damage and costs (Article 17.8 of the general terms and conditions). This applies in any case in these situations:

1. (a)you shared Personal data with us when you were not allowed to (Article 7.2);
2. (b)it concerns your marketing or your use of our brands (Article 4.1(b) and 4.2(c));
3. (c)it concerns what you did in an End customer's environment (Article 3.2(a)).

8.3For such a claim, we notify you quickly and you cooperate where needed. We keep control of the defence ourselves, and we admit nothing and do not settle without your consent.

Article 9. Term and termination

1. 9.1The partnership runs for an indefinite period. You and we may terminate it with one Calendar month's notice, and we do not need to give a reason. You give notice by email to support@timechimp.com; we give notice by email to the address in the Partner Agreement.
2. 9.2We stop immediately if you mislead End customers, or if you fail to comply with an important obligation under these Partner Terms and do not fix it within 14 days of our Notice. If you cannot fix it, we stop immediately. If we are investigating such a situation, we may temporarily block your access to the Partner Portal while that investigation runs.
3. 9.3If the management or the owner of your organisation changes, tell us within 14 days.
4. 9.4When the partnership ends:

1. (a)every End customer remains a customer of ours and their Subscription continues as normal;
2. (b)we close your Partner Portal;
3. (c)your rights end (Article 4). You stop using our brands and materials, remove the partnership from your website and channels, and return or delete materials;
4. (d)these articles of these Partner Terms remain in force: 2, 3.2(a), 3.2(b), 4.3, 7, 8, and 10. The confidentiality obligation in Article 18 of the general terms and conditions also remains in force;
5. (e)within 30 days you return or delete the data of Customers you stored outside the Software, and you confirm to us on request that you have done so.

Article 10. Other

1. 10.1We may change these Partner Terms. We will let you know by email and the change takes effect one Calendar month later. Do you disagree? Then you may end the Partner Agreement without observing the notice period (Article 9.1). If you do not terminate, the new terms apply. The current version and effective date are always published on our terms page.
2. 10.2Additional or differing arrangements to these Partner Terms only apply if they are set out in the Partner Agreement and signed by both parties (Partner and TimeChimp).