This CleverMaps Partner Program Terms and Conditions (the “Partner Program T&C”) is between you and CleverMaps, a.s., with registered office at Vídeňská 101/119, Dolní Heršpice, 619 00 Brno, Czech Republic, company ID 03728277 (“CleverMaps”).

By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order, or by using or accessing CleverMaps Services and services, you indicate your assent to be bound by this Terms and Conditions.

You agree to this Partner Program Terms and Conditions not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Partner Program Terms and Conditions.

1. Confidential information

All information and documents of a commercial, technical, legal and economic nature ("Confidential Information") that are not publicly available are confidential. The confidential nature of this information applies even if it is not expressly indicated. CleverMaps provides Confidential Information to the Partner for the sole purpose of participating in the Partner Program. The Partner will protect the Confidential Information in particular against disclosure to third parties, unauthorized disclosure, misuse, or use for purposes other than the Partner's participation in the Partner Program. The Partner may disclose Confidential Information to its employees, agents or subcontractors, provided that the person to whom it intends to make the Confidential Information accessible commits themselves to protect the Confidential information to sam extend.

2. Participation in the Partner Program

Participation in the Partner Program is created by the Registration Partner through the CleverMaps' Website (https://www.clevermaps.io) and completion of the related requirements. The participation in the Partner Program starts on the date of completion of the last remaining requirement and the CleverMaps final approval. The requirements vary according to the form of cooperation the Partner is interested in and CleverMaps provides the Partner with the requirements as soon as possible after receiving the registration. CleverMaps shall inform the Partner, without unreasonable delay, that he has fulfilled all the requirements and that this has resulted in the Participation in the Partner Program.

It is at the sole discretion of CleverMaps to grant or not to grant participation in the Partner Program and does not need to be substantiated.

3. Definitions

3.1. The Product means a cloud-based CleverMaps location intelligence platform, and the Product can also be a service or product that CleverMaps has previously agreed to deliver to the Partner. The Partner may not offer to the Customer any product that CleverMaps does not have in its portfolio or price list without CleverMaps prior written consent .

3.2. Customer is a natural or legal person who has purchased, has shown an interest in or intends to purchase the Product and is or will be the direct user of the Product at the same time.

3.3. End User Price means a price defined as End User Price by CleverMaps in its internal price list, a price list on its website or a price list that is made available to the Partner.

3.4. A Business case is a specific business opportunity for a Product that relates to a particular Customer.

3.5. Realized Business Case is a Business Case completed by a Partner under paragraph 6 of these Terms and Conditions and CleverMaps has received a Payment for the Product.

3.6. Commission is a reward for the Partner for a Realized Business Case, the amount of which is defined by the current commissioning system at the time the Business Case was completed / realized.

3.7. The Partner price (the "Affiliate Price") is the End Price, which is reduced by the Commission.

3.8. Partner level ("Level") is its Partner Program Position, which reflects the amount of commissions and requirements (e.g. support level, etc.).

4. Rights and Obligations of the Partner

4.1. The Partner is entitled to a Commission from each Realized Business Case. Commission is provided (1) in the form of a discount on the Final Price, if the Product is resold to the Customer, (2) is paid after the Customer purchases the Product directly with the CleverMaps.

4.2. Partner is entitled to business, marketing, technical support and training to the extent defined for his Partner Level.

4.3. The Partner is required to comply with these Partner Program Terms and Conditions and with the terms of the CleverMaps Services Agreement of the Product (the "Terms of Use") that he accepted at registration. The Partner is also required to abide by the Terms of Use of the Product in the event of termination of its Participation in the Partner Program. The Partner is required to inform the Customer of the Terms of Use of the Product before delivering to the Customer.

4.4. The Partner actively offers and promotes the Product to its current and future Customers, acting in such a way as to protect interests and harm the reputation and prestige of the Product or CleverMaps. The Partner also provides CleverMaps with his and Customers feedback to the Product.

4.5. The Partner sells the Product only to Customers, who are End Users of the Product, at the End User Price. If CleverMaps discovers that the Partner sells or sold the Product to the Customer for other than End User Price, CleverMaps may at its sole discretion decrease Partner's commission. If the Customer is interested in reselling the Product to third party, the Partner will notify CleverMaps, who will evaluate it case by case.

4.6. The Partner shall promptly deliver the Product to the Customer if the Customer has fulfilled all requirements that has been previously agreed with the Partner.

4.7. The Partner provides support to the Customer in the given range according to his Partner Level.

4.8. The Partner informs CleverMaps about the change of its data within 30 days of the change. In the event of a change in Customer's information, the Partner shall inform CleverMaps within 30 days of becoming aware of this fact.

4.9. The Partner may not act under CleverMaps or Product brand. If a Partner uses the logo or the name of the Product within his promotional materials or events, Partner will send an electronic copy in advance for approval to CleverMaps.

4.10. Upon termination of the Partner's participation in the Partner Program, the Partner may not issue a statement related to CleverMaps or the Product without the prior written consent of CleverMaps.

5. Rights and Obligations of CleverMaps

5.1. CleverMaps reserves the right to unilaterally change the Partner Program T&C, Pricelists, CleverMaps Services Agreement and/or other terms and conditions of using the Products. CleverMaps is obliged to notify the Partner about such change no later than 14 days its effective date.

5.2. CleverMaps is required to comply with this Terms and Conditions, in particular provide the Partner with support and pay commission according to agreed Partner’s level.

5.3. CleverMaps is obliged to actively promote its Products and, support general development of business opportunities on the market.

5.4. CleverMaps is obliged to disclose to the Partner information about the amount of his Commission, the requirements and other matters that result from his participation in the Partner Program.

5.5. CleverMaps shall promptly inform the Partner of the change of its Partner Level.

5.6. CleverMaps will not communicate with the Customers managed by the Partner in commercial issues or present sales offer without the prior agreement with the Partner. CleverMaps reserves the right to communicate with the Customer for feedback on the Product, the transmission of information about new features, changes of the Pricelists, CleverMaps Services Agreement and/or other terms and conditions of using the Products, or the response to Customer's query.

5.7. CleverMaps shall not harm the Partner's reputation.

5.8. CleverMaps shall inform the Partner about changes o CleverMaps data within 30 days of the change.

5.9. Upon termination of the Partner's participation in the Partner Program, CleverMaps may not issue statements related to the Partner, without the prior consent of the Partner.

6. Business Case Realization

Each Business Case is made by the Partner in his own name, on his own account, under his own responsibility and in accordance with the law of the countries in which he operates. From the Realized Business Case, the Partner is entitled to Commission. Business cases are executed in such a way that the Partner obligatorily orders the Product by CleverMaps as required by the Customer. CleverMaps, based on binding order, issues either (1) an invoice to the Partner in the amount of the Partner Price, or (2) an invoice in the amount of the Final Price to the Customer. For (1) and (2), the invoice has a 14-day maturity and CleverMaps delivers the Product only after payment of the invoice. For (1), the Commission is provided to the Partner in the form of billing of the Partner Price, that is, the End User Price reduced by the amount of the Commission, and the Partner invoices the End User Price to the Customer. For (2), the Partner will invoice the amount of his Commission to CleverMaps after he is informed that the Customer has paid the invoice. The Commission invoice will have at least 14 days maturity.

7. Participation termination

7.1. The Partner may terminate his participation in the Partner Program by sending a request for termination of participation in writing to CleverMaps. Partner's participation in the program expires on the last day of the month when the request for termination of participation was delivered to CleverMaps. CleverMapss may terminate Partner participation in the Partner Program by written one month termination notice.

7.2. Either CleverMaps or the Partner may terminate participation in the Partner Program immediately if (1) the Partner or CleverMaps breaches this Partner Program Terms and Conditions and does not remedy the breach within 30 days of receiving written notice of such breach from the injured party; (2) Partner or CleverMaps repeatedly violates some of the Partner Program Terms and Conditions; (3) Partner disagrees with the change of Terms and Conditions made under paragraph 5.1. (4) Bankruptcy of either party.  

7.3. Termination of participation in the Partner Program does not in any way affect the obligation to pay each other's outstanding obligations or to provide proper support to the End-User in accordance with a valid Product license.

8. Limitation of Liability

8.1. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. CLEVERMAPS AGGREGATE LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED THE AMOUNT OF COMMISSION PAID BY CLEVERMAPS TO THE PARTNER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8.2. The limitations specified in this Section (Limitation of Liability) will survive and apply even if any limited remedy specified in this Terms and Conditions is found to have failed of its essential purpose.

9. Dispute Resolution

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to arbitration by  Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court. Each party my ask for review of the Arbitration Award by notice presented to the other party and Arbitration court not later than 15 days from delivery of the Arbitration Award.

10. Governing Law

This Agreement will be governed by and construed in accordance with the applicable laws of the Czech Republic without giving effect to the principles relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 9 (Dispute Resolution) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State court in Brno, Czech Republic, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Brno, Czech Republic, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, CleverMaps may bring a claim for equitable relief in any court with proper jurisdiction.

11. General Provisions

11.1. Any notice under this Agreement must be given in writing. CleverMaps may provide notice to the Partner via email or through Partners account. Our notices to you will be deemed given upon the first business day after we send it. Partner may provide notices to CleverMaps by post to CleverMaps mailing address as defined above.  

11.2. Partner may not assign this Agreement without CleverMaps prior written consent. CleverMaps  will not unreasonably withhold its consent if the assignee agrees to be bound by this terms and conditions. CleverMaps may assign its rights and obligations under this Terms and Conditions (in whole or in part) without any prior consent.

11.3. This Agreement is the entire agreement between you and CleverMaps relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement.

11.4. If any provision of this Terms and Conditions is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

11.5. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

11.6. The parties are independent contractors. This Terms and Conditions shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.