BACKGROUND
By enrolling as partner (“Partner”) to the Trengo Partner Program (“Partner Program”) offered by Trengo B.V., with its corporate seat in Utrecht, the Netherlands (“Trengo”), you accept and agree to the Trengo Terms and Conditions for Partners as set forth in this document (“Partner Terms”).
This page consists of:
▪ Part A – General Terms
▪ Part B – Terms for Affiliate Partners
▪ Part C – Terms for Service Partners
▪ Part D – Terms for Technology Partners
The terms and conditions set forth in this Part A apply to any partner enrolled in the Partner Program.
1.1. For the purpose of these Partner Terms, ‘Services’ mean any services including software, offered by Trengo, such as the Trengo Solution, a customer engagement platform that helps companies create meaningful interactions with their customers by centralizing and streamlining customer conversations and interactions into one software solution and automating repetitive work
1.2 Trengo and Partner wish to enter into a partnership for mutual benefit, subject to the terms set forth in the Partner Terms.
1.3 Provided that the Partner has successfully completed the registration procedure to become a partner of Trengo, followed by acceptance by Trengo, the Partner shall be granted the rights associated with Partner’s enrollment, under the conditions set out in the Partner Terms. Trengo reserves the right to evaluate each application to enroll in the Partner Program and may reject the application at its sole discretion.
1.4 Any rights granted by Trengo to Partner under these Partner Terms are granted on a non-exclusive basis. Trengo may engage other parties and will always remain entitled to promote and sell its Services in any place and at any time itself and/or engage other parties for doing so.
1.5 Trengo and Partner will represent each other in a positive manner, and not engage in any activity that might harm the other’s reputation, name or good standing in the market.
1.6 By accepting and agreeing to the Partner Terms, the parties are not forming a partnership, general partnership, public partnership, joint venture or equivalent partnership. Neither party will be authorized to enter into agreements on the other party’s behalf.
2.1. Trengo may provide Partner with a demo account for its Service, which the Partner shall only use for testing, sales and adding value to the mutual business or the business of Trengo, as well as for designing and marketing its technology together with the Service (and for no other purpose).
2.2. Access to the demo account may not be shared with any third parties and Trengo is entitled to disable access to demo accounts at any given moment without notice being required.
3.1. Trengo shall be solely responsible and in charge of its sales strategy. Any efforts of Partner under these Partner Terms may never interfere with Trengo’s sales strategy or business.
3.2. Trengo may provide Partner with information and (marketing) materials in respect of the Service and development of new products and services that are required for the Partner to introduce Trengo to a potential customer, all as available and relevant for the Partner. Such materials only to be used by Partner in its promotional activities. Partner is not entitled to alter such materials. Partner shall at all times use the latest versions of the materials, information and prices relating to the Service as provided by Trengo from time to time.
3.3. Partner shall inform and advise its targets when promoting the Service in an honest and sincere manner. Under no circumstances may the Partner provide information concerning the Service that could be misleading or would be difficult to prove. Partner will refrain from making any representation or promise that cannot be verified or that cannot be fulfilled by Trengo.
3.4. Trengo may conduct a satisfaction research regarding partner’s (promotional) activities among leads provided by Partner. For this purpose, Trengo may request feedback from these leads, and the partner will, insofar Trengo deems it necessary, offer its cooperation and support in this regard. Trengo may terminate the Partner Terms and engagement in the Partner Program with immediate effect when the research, according to Trengo’s reasonable opinion, shows that further affiliation with Partner will or might have a negative effect on Trengo’s good reputation, brand and name.
3.5. Any non-compliance with these Partner Terms may result in Trengo terminating the Partner Terms and engagement in the Partner Program with immediate effect and without notice being required. Any rights of the Partner accrued prior to the moment of termination for aforementioned reasons will lapse, unless Trengo decides otherwise.
4.1. Nothing in the Partner Terms shall be interpreted or construed so as to transfer any right, title, or interest in any intellectual property rights of a party to the other party.
4.2. Trengo, its licensors or its suppliers retain all intellectual property rights to the Service, Trengo’s additional services and any other software or materials provided or made available by Trengo.
4.3. Rights to software developed by Partner or rights in any information made available by Partner to Trengo is and remains vested in Partner (or its licensors).
4.4. Trengo is entitled to mention the Partner on its website(s) and in other promotional material. In relation to this, Trengo is entitled to use Partner’s trade name, trademarks and logos.
4.5. For the purpose of promoting the Service, the Partner is granted the right to use relevant names and logos of Trengo. Trengo can stipulate conditions for how these are used or reproduced, which Partner must comply with strictly.
5.1. In the execution of the Partner Terms and Partner Program, Partner shall:
5.1.1. not carry out promotional activities on websites or via other (online) channels consisting of an illegal nature;
5.1.2. not carry out promotional activities using electronic communication by e-mail, text/SMS or a similar medium (‘spam’) in violation of applicable law;
5.1.3. refrain from buying or bidding on keywords in Google Ads (AdWords) or doing the same with any similar service(s) from other providers for the same or similar purpose, consisting any parts of a tradename, service- or trademark, that legally belongs to Trengo;
5.1.4. refrain from search engine ads (especially on branded terms or domain names), Facebook ads or other ads that would compete with Trengo marketing and cause potential confusion;
5.1.5. follow any recommendations and requests made by Trengo regarding the promotion of the Service;
5.1.6. comply with any documentation declared applicable and provided by Trengo (e.g. API documentation);
5.1.7. comply with all applicable laws and regulations when performing its obligations under the Partner Terms and Partner Program.
5.2. In the event the Partner breaches clause 5.1.3 and/or clause 5.1.4 above, it shall immediately, without any further action or formality being required, become liable to Trengo for an immediately due and payable penalty of 1.000 euros for each such breach and for a periodic penalty payment of 500 euros for each day such breach continues, without Trengo having to prove any loss or damage, and without prejudice to the right of Trengo to claim full damages for any loss suffered.
5.3. Insofar Partner is granted rights to use the Service, Partner is prohibited to use the Service in a manner that is in violation of the Partner Terms or applicable laws and regulations. Additionally, using the Service in a manner that may cause hindrance or loss and/or damage to Trengo or any third party is expressly not permitted.
5.4. Partner shall, when using the Service, not access, store, distribute or transmit any material during that; is libelous, defamatory, insulting, racist or discriminating, or incites hate; infringes third-party rights, in any case including but not limited to intellectual property rights; violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without permission or necessity, or repeatedly harassing third parties by providing them with unsolicited communications; contains hyperlinks, torrents or similar information of which Partner is aware or should be aware that it refers to material that infringes third-party rights; or is otherwise illegal or causes damage or injury to any person or property.
5.5. Partner shall not reverse engineer, decompile or otherwise attempt to discover the source code relating to the Service of Trengo, unless this may not be prohibited under applicable law.
6.1. Each party will keep confidential and not disclose to any third party or use, except as expressly permitted herein, the content of the Partner Terms and any information provided to it by the other party under the Partner Terms (collectively, “Confidential Information”) including but not limited to prices, financial information, business plans, trade secrets, services, software, source code, any technical information, and any other information that is by its nature considered confidential, but excluding information which:
a) is or becomes generally known or available through no act or failure to act by the receiving party;
b) is already known by the receiving party as evidenced by its written records; or
c) is hereafter rightfully furnished to the receiving party by a third party without restriction on disclosure.
6.2. Confidential Information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure.
7.1. Except in case of intent or gross negligence, the liability of Trengo for damages incurred by Partner due to a culpable failure to comply with its obligations under the Partner Terms or an unlawful act committed by its employees or third parties engaged by it, shall under no circumstances exceed the amount paid to Partner under the Partner Terms (if any) in the three months prior to the damage-causing incident. The liability of Trengo for indirect damage, including consequential loss, loss of earnings, missed economies, loss of (business) data and damage due to business stagnation is excluded. Nothing in the Partner Terms shall any liability which cannot be legally excluded or limited in accordance with applicable law.
7.2. Neither party will be responsible or liable for any delay or failure to perform an obligation under the Partner Terms where matters beyond its reasonable control and which could not reasonably have been foreseen cause such delay or failure. For the purpose of the Partner Terms, force majeure shall be (but not exclusively): internet disruptions or other disruptions of public or private infrastructure; disruptions due to computer crime, for example (D)DoS attacks, all of the foregoing being subject to the party claiming force majeure to have adopted reasonable and prudent measures to prevent such events occurring; unforeseen government measures; epidemics; pandemics; transport problems; strikes; wars; terrorist attacks, domestic riots and natural disasters.
8.1. The Partner Terms shall commence upon enrollment in the Partner Program followed by approval of Trengo. The Partner Terms shall continue for as long as Partner participates in the Partner Program, unless terminated.
8.2. Both parties are entitled to terminate the Partner Terms and engagement in the Partner Program without cause and at any time upon written notice to the other party, taking a notice period of at least thirty (30) days into account.
8.3 Parties shall periodically evaluate their cooperation and, in good faith, discuss the requirement for any changes to their partnership.
9.1. Termination of the Partner Terms shall have the following consequences:
9.1.1. In case of termination without cause by either party: any applicable Commission accrued in accordance with the terms of the Partner Terms prior to the moment of termination shall be paid to the respective Partner at the end of the applicable pay-out-period.
9.1.2. In case of termination without cause by Trengo: the respective Partner will remain entitled for - only as far as applicable - payment of the applicable Commission for Eligible Services that are provided by Trengo up to a maximum of three (3) months after the termination of the Partner Terms, unless agreed otherwise. The foregoing means that the respective Partner shall not be entitled to the aforementioned applicable Commission if it has terminated the Partner Terms itself.
9.1.3. In case of termination for cause by either party: any rights to applicable Commission accrued or obligations to pay outstanding such Commission shall lapse in full.
10.1. Trengo is at any time entitled to amend or supplement the Partner Terms. If Trengo decides to amend the Partner Terms it will notify the Partner via email or other (electronic) means.
10.2. Amendments to the Partner Terms will take effect not earlier than three (3) days after Partner was notified by Trengo, or later in case the notification mentions a different effective date. If Partner is not willing to accept an amendment, it may terminate the Partner Terms by the date on which the amendments take effect.
11.1. The Partner Terms are governed by Dutch law, excluding any conflict of law provisions contained in Dutch law. To the extent not otherwise provided for in mandatory law, all disputes related to the Partner Terms will be submitted to the competent Dutch court in the jurisdiction where Trengo has its registered office.
11.2. The version of any communication, logs or other data stored by Trengo shall be deemed the authentic version, subject to evidence provided by partner to the contrary.
11.3. Where the Partner Terms provide that certain communication must be ‘written’ or ‘in writing’, this shall also include communication by letter, by e-mail or via other electronic means (such as an online portal), provided that the message originates from the alleged sender and that the integrity of the message is not affected.
11.4. If any provision of the Partner Terms will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the Partner Terms is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. If a court finds that any provision of the Partner Terms is invalid or unenforceable, Trengo and Partner shall turn to each other for the purpose of agreeing on a new provision to replace the invalid or unenforceable provision. This new provision shall be as similar to the invalid or unenforceable provision as is legally possible.
11.5. Partner gives Trengo permission to transfer its rights and obligations under the Partner Terms, in part or in full, to any third party. The Partner is not entitled to transfer its rights and obligations under the Partner Terms to a third party without prior written permission from Trengo.
The terms and conditions set forth in this Part B apply, in addition to Part A, to any partner enrolled in the Partner Program that is listed as an affiliate partner (“Affiliate Partner”).
Any capitalized terms mentioned in this Part B have the following meaning, and by lack thereof, as defined elsewhere in these Partner Terms.
1.1. Commission: means a fixed amount per converted Customer as determined by Trengo.
1.2. Customer: means a legal entity with whom Trengo has concluded a Customer Agreement.
1.3. Customer Agreement: means the agreement between a Customer and Trengo in respect of Eligible Services.
1.4. Eligible Service: means the Trengo Services that are eligible for Commission. Under Eligible Services is solely understood: monthly and annual subscriptions for the Trengo Solution. Any other services or products, such as but not limited to purchased credits (e.g. for making calls, sending text, WhatsApp, etc.) and Flowbot Monthly Use shall not be considered as Eligible Service.
1.5. Net Eligible Service Revenue: means the gross revenue received by Trengo for the Eligible Service pursuant to a Customer Agreement entered into during the term of the Agreement, minus applicable transaction fees, taxes, duties, collection fees, support and maintenance fees, service fees and any other ancillary charges and amounts paid or payable as refunds or credits.
1.6. Lead: means a potential Customer of Trengo as referred to Trengo by Affiliate Partner.
1.7. Lead Registration Form: means the (electronic) form as provided by Trengo which Affiliate Partner may use to register Leads.
1.8. Partner Link: as defined in clause 2.2 below.
1.9. Valid Lead: means a Lead referred by Affiliate Partner, that satisfies the following conditions: (a) the Lead is not a current Customer of Trengo; and (b) the Lead was not entered into Trengo’s lead database regarding a sales opportunity or previously registered by another partner for the same purpose; and (c) all required information regarding the Lead has been submitted by Affiliate Partner.
1.10. Affiliate Partner Portal: means the Kiflo portal the Affiliate Partner has acquired an account for.
2.1. During the term and subject to the terms thereof, the Affiliate Partner may obtain the right to a certain amount of Commission when a Lead referred by Affiliate Partner has purchased an Eligible Service from Trengo.
2.2. Within the Affiliate Partner Portal, html-links or similar Affiliate techniques are provided and/or can be created by the Affiliate Partner. Such Partner Links may be used to refer Leads to websites operated by Trengo and track conversion. Partner Links shall contain a 90-day cookie and last-click attribution, unless mentioned otherwise.
2.3. In case the use of Partner Links is not prescribed as means for referring Leads or when Trengo otherwise allows to do so, Affiliate Partner may submit Leads by submitting a Lead Registration Form as provided by Trengo instead, detailing at least the following information:
2.3.1. prospective customer company name;
2.3.2. prospective customer contact name;
2.3.3. prospective customer contact email;
2.3.4. description of opportunity; and
2.3.5. partner contact name & email.
2.4. The procedure for submitting Leads is possible via either completing a Lead Registration Form, or the Partner can email the Trengo account details of the Lead to [email protected] and use the Partner Link as defined in clause 2.2 above, within 14 days of starting the trial.
2.5. If a Valid Lead concludes a Customer Agreement in respect of Eligible Services, the Partner will be entitled to Commission.
2.6. Trengo shall keep Affiliate Partner informed of whether or not a Customer Agreement is concluded with the Valid Lead, however Trengo shall never be under any obligation to enter into a Customer Agreement. Trengo shall however negotiate with each Valid Lead in accordance with good faith principles.
3.1. The Affiliate Partner shall become entitled to the Commission when a Valid Lead concludes a Customer Agreement with Trengo in respect of Eligible Services.
3.2. Trengo may from time to time change the scope of Eligible Services which changes shall take immediate effect.
4.1. The amount of Commission is based on the then current ‘status’ of Affiliate Partner within the Partner Program. Such status and amount of Commission may change over the course of time (increase or decrease) and shall be evaluated on annually basis by Trengo.
4.2. Commission shall be a fixed amount per converted Customer.
4.3. Commission shall only be awarded for Valid Leads. For the avoidance of doubt, no Commission will be rewarded to Affiliate Partner for Customers that Trengo has already contracted with.
4.4. Trengo shall use its best efforts to obtain payment from the Customer in conformity with the terms of the respective Customer Agreement. In case, however, a Customer ends up not paying for the Eligible Services, no Commission shall be rewarded for such Customer to the Affiliate Partner.
4.5. Commission attributed to Affiliate Partner is displayed in the Affiliate Partner Portal. Attribution of Commission to Affiliate Partner is done automatically, unless the Lead is referred to Trengo by submitting a Lead Registration Form in which case Trengo will update the Affiliate Partner Portal accordingly if Commission is awarded.
4.6. Other restrictions may apply (e.g. these may be mentioned in the Affiliate Partner Portal or any other form of communication from Trengo). These may also be changed or introduced by Trengo after conclusion of the Agreement with notice to the partner.
4.7. Affiliate Partner shall not be entitled to Commission:
4.7.1. for the sale of services or products that are not explicitly qualified as Eligible Services;
4.7.2. for the sale of Eligible Services to Leads who have turned to Trengo independently and directly without the intermediary efforts of Affiliate Partner, unless it can be proven by the Affiliate Partner that the Affiliate Partner in fact provided intermediary services on which the sale was contingent;
4.7.3. in case Trengo has not received payment (including chargeback events) of amounts due by the Customer in respect of the Eligible Services;
4.7.4. if the referred Lead is, or was, a customer of Trengo prior to the moment the Lead was referred by the Affiliate Partner;
4.7.5. that is generated by Affiliate Partner by fraudulent acts or acts in violation of the partner Agreement or applicable law;
4.7.6. other than the Commission explicitly stated or referred to in this Agreement.
5.1. The Commission shall be paid out on a quarterly basis in euros.
5.2. In order to receive the Commission due, the Affiliate Partner must send a valid tax invoice addressed to Trengo, detailing the applicable Commission. This should reconcile to the amount due as mentioned in the Affiliate Partner Portal (Kiflo account) for the relevant quarter. The billing address and VAT number of Trengo B.V. is as follows:
Trengo B.V.
Burgermeester Reigerstraat 89
3581 KP, Utrecht
The Netherlands
VAT: NL858960916B01
KVK: 72043687
5.3. All amounts mentioned within the Affiliate Partner Portal are exclusive of VAT or other applicable taxes and these should be added to the invoice. The invoice should contain the bank details of the Affiliate Partner and should be sent to the email address [email protected] in PDF format.
5.4. Affiliate Partner is responsible for payment of any applicable taxes to the Commission. The Commission as paid out by Trengo is considered to be inclusive of VAT or other levies. Any costs payable for the exchange of euro into foreign currency, as well as any other payment associated costs, are at the expense of Affiliate Partner.
5.5. The invoice will be processed by Trengo B.V. and paid via bank transfer to the bank account detailed on the invoice. Payment term for any invoice shall be at least thirty (30) days after invoice date.
5.6. Trengo has the right to review and amend the amount of Commission, the applicable pay-out period, any pay-out threshold, and all other applicable terms at any moment or introduce new Commission rates and/or conditions. Those changes and additions shall take immediate effect upon notice to Affiliate Partner. Such notice may be provided within the Affiliate Partner Portal.
6.1. Trengo has the right to introduce certain targets the Partner must meet. Such targets may for instance relate to (i) generating a minimum amount of Leads during a specific timeframe, and / or (ii) generating a specific amount of revenue for Trengo as a result of concluded Customer Agreements, during a certain timeframe.
6.2. When introducing targets, Trengo will make sure these are laid down in writing and/or are mentioned in the Partner Portal and shall mention what the consequences of (not) meeting such targets will be. Trengo may set targets in its sole reasonable discretion at any time. Unless otherwise agreed upon, Trengo may terminate the Partner Terms and engegament in the Partner Program with immediate effect when an agreed upon or set target is not met by a Partner.
The terms and conditions set forth in this Part C apply, in addition to Part A, to any partner enrolled in the Partner Program and is listed as service partner (“Service Partner”).
Any capitalized terms mentioned in this Part B have the following meaning, and by lack thereof, as defined elsewhere in these Partner Terms.
1.1. Commission: means an amount based on a percentage of the Net Product Revenue for Eligible Services as determined by Trengo.
1.2. Customer: means a legal entity with whom Trengo has concluded a Customer Agreement.
1.3. Customer Agreement: means the agreement between a Customer and Trengo in respect of Eligible Services.
1.4. Eligible Service: means the Trengo Services that are eligible for Commission. Under Eligible Services is solely understood: monthly and annual subscriptions for the Trengo Solution. Any other services or products, such as but not limited to purchased credits (e.g. for making calls, sending text, WhatsApp, etc.) and Flowbot Monthly Use shall not be considered as Eligible Service.
1.5. Net Eligible Service Revenue: means the gross revenue received by Trengo for the Eligible Service pursuant to a Customer Agreement entered into during the term of the Agreement, minus applicable transaction fees, taxes, duties, collection fees, support and maintenance fees, service fees and any other ancillary charges and amounts paid or payable as refunds or credits.
1.6. Lead: means a potential Customer of Trengo as referred to Trengo by Service Partner.
1.7. Lead Registration Form: means the (electronic) form as provided by Trengo which Service Partner must use to register Leads.
1.8. Partner Link: as defined in clause 2.2 below.
1.9. Valid Lead: means a Lead referred by Service Partner, that satisfies the following conditions: (a) the Lead is not a current Customer of Trengo; and (b) the Lead was not entered into Trengo’s lead database regarding a sales opportunity or previously registered by another partner for the same purpose; and (c) all required information regarding the Lead has been submitted by Service Partner.
1.10. Service Partner Portal: means the Kiflo portal the Service Partner has acquired an account for.
2.1. During the term and subject to the terms thereof, the Service Partner may obtain the right to a certain amount of Commission when a Lead referred by Service Partner has purchased an Eligible Service from Trengo.
2.2. Within the Service Partner Portal, html-links or similar techniques are provided and/or can be created by the Service Partner. Such Partner Links may be used to refer Leads to websites operated by Trengo and track conversion. Partner Links shall contain a 90-day cookie and last-click attribution, unless mentioned otherwise.
2.3. In case the use of Partner Links is not prescribed as means for referring Leads or when Trengo otherwise allows to do so, Service Partner may submit Leads by submitting a Lead Registration Form as provided by Trengo instead, detailing at least the following information:
2.3.1. prospective customer company name;
2.3.2. prospective customer contact name;
2.3.3. prospective customer contact email;
2.3.4. description of opportunity; and
2.3.5. partner contact name & email.
2.4. The procedure for submitting a Lead Registration Form is as follows: The Partner can sign up a customer by emailing the Trengo account details of the customer to [email protected] within 14 days of starting the trial.
2.5. If a Valid Lead concludes a Customer Agreement in respect of Eligible Services, the Partner will be entitled to Commission as calculated in accordance with Section 14.
2.6. Trengo shall keep Service Partner informed of whether or not a Customer Agreement is concluded with the Valid Lead, however Trengo shall never be under any obligation to enter into a Customer Agreement. Trengo shall however negotiate with each Valid Lead in accordance with good faith principles.
3.1. The Service Partner shall become entitled to the Commission when a Valid Lead concludes a Customer Agreement with Trengo in respect of Eligible Services.
3.2. Trengo may from time to time change the scope of Eligible Services which changes shall take immediate effect upon notice to Partner via the Service Partner Portal or otherwise, unless a different effective date is stipulated in the notice.
4.1. The amount of Commission is based on the then current ‘status’ of Service Partner within the Partner Program. Such status and amount of Commission may change over the course of time (increase or decrease) and shall be evaluated on annually basis by Trengo.
4.2. Commission shall be calculated as described in the Service Partner Portal.
4.3. Commission shall only be awarded for Valid Leads. For the avoidance of doubt, no Commission will be rewarded to Service Partner for Customers that Trengo has already contracted with.
4.4. Trengo shall use its best efforts to obtain payment from the Customer in conformity with the terms of the respective Customer Agreement. In case, however, a Customer ends up not paying for the Eligible Services, no Commission shall be rewarded for such Customer to the Service Partner.
4.5. Commission attributed to Service Partner is displayed in the Service Partner Portal. Attribution of Commission to Service Partner is done automatically, unless the Lead is referred to Trengo by submitting a Lead Registration Form in which case Trengo will update the Service Partner Portal accordingly if Commission is awarded.
4.6. Other restrictions may apply (e.g. these may be mentioned in the Service Partner Portal or any other form of communication from Trengo). These may also be changed or introduced by Trengo after conclusion of the Agreement with notice to the partner.
4.7. Service Partner shall not be entitled to Commission:
4.7.1. for the sale of services or products that are not explicitly qualified as Eligible Services;
4.7.2. for the sale of Eligible Services to Leads who have turned to Trengo independently and directly without the intermediary efforts of Service Partner, unless it can be proven by the Service Partner that the ServicePartner in fact provided intermediary services on which the sale was contingent;
4.7.3. in case Trengo has not received payment (including chargeback events) of amounts due by the Customer in respect of the Eligible Services;
4.7.4. if the referred Lead is, or was, a customer of Trengo prior to the moment the Lead was referred by the Service Partner;
4.7.5. that is generated by Service Partner by fraudulent acts or acts in violation of the partner Agreement or applicable law;
4.7.6. other than the Commission explicitly stated or referred to in this Agreement.
5.1. The Commission shall be paid out on a quarterly basis in euros.
5.2. In order to receive the Commission due, the Service Partner must send a valid tax invoice addressed to Trengo, detailing the applicable Commission. This should reconcile to the amount due as mentioned in the Service Partner Portal (Kiflo account) for the relevant quarter. The billing address and VAT number of Trengo B.V. is as follows:
Trengo B.V.
Burgermeester Reigerstraat 89
3581 KP, Utrecht
The Netherlands
VAT: NL858960916B01
KVK: 72043687
5.3. All amounts mentioned within the Serrvice Partner Portal are exclusive of VAT or other applicable taxes and these should be added to the invoice. The invoice should contain the bank details of the Service Partner and should be sent to the email address [email protected] in PDF format.
5.4. Service Partner is responsible for payment of any applicable taxes to the Commission. The Commission as paid out by Trengo is considered to be inclusive of VAT or other levies. Any costs payable for the exchange of euro into foreign currency, as well as any other payment associated costs, are at the expense of Service Partner.
5.5. The invoice will be processed by Trengo B.V. and paid via bank transfer to the bank account detailed on the invoice. Payment term for any invoice shall be at least thirty (30) days after invoice date.
5.6. Trengo has the right to review and amend the amount of Commission, the applicable pay-out period, any pay-out threshold, and all other applicable terms at any moment or introduce new Commission rates and/or conditions. Those changes and additions shall take immediate effect upon notice to Service Partner. Such notice may be provided within the Service Partner Portal.
6.1. Trengo grants Service Partner the right to offer services related to the Service of Trengo, for the purpose of making the Service of Trengo more accessible to potential users of the Service of Trengo.
6.2. The Service Partner shall complete any training or certifications required by Trengo in order to comply with the Partner Terms in order to adhere to Trengo’s best practices. If the Service Partner does not complete the required training, Trengo may terminate the Partner Terms and engagement in the Partner Program at any time and the Service Partner must then cease to promote services related to the Service of Trengo.
7.1. Trengo may provide an introduction between an existing Customer and Service Partner, for the Service Partner to deliver specific services related to the Trengo Service.
7.2. Service Partner shall be responsible for the provision of its own services and extensions related to the Service of Trengo and may charge for its services at its own discretion, under its own terms and conditions. Trengo shall be no party to any such agreement.
7.3. Each party is solely responsible towards its customers for the delivery and functionality of their respective technologies and services.
7.4. Trengo remains entitled to offer similar services to its Customers for a discretionary charge.
8.1. Service Partner commits to offering its services to an acceptable quality and to the best of their abilities. If Trengo deems services to be of unacceptable quality, Trengo may terminate the Partner Terms and Service Partner must cease to offer these services.
8.2. Service Partner shall be the first point of contact for its customers for any questions, incidents and changes about the services delivered by Service Partner.
8.3. Each party shall redirect questions, incidents and changes relating to the Service of Trengo or services of Partner to the relevant party. Each party shall handle such questions, incident or change with due care and as soon as reasonably possible and in accordance with its service level agreement (as applicable to the relevant customer).
8.4. If a customer has any question or complaint with regards to the integration of the services delivered by the Service Partner, the Service Partner shall try to coordinate the handling of such a question or complaint to the best of its abilities.
9.1. Trengo has the right to introduce certain targets the Partner must meet. Such targets may for instance relate to (i) generating a minimum amount of Leads, (ii) generating a minimum amount of Customers, and/or (iii) generating a specific amount of revenue for Trengo as a result of concluded Customer Agreements, during a certain timeframe.
9.2. When introducing targets, Trengo will make sure these are laid down in writing and/or are mentioned in the Partner Portal and shall mention what the consequences of (not) meeting such targets will be. Trengo may set targets in its sole reasonable discretion at any time. Unless otherwise agreed upon, Trengo may terminate the Partner Terms and engegament in the Partner Program with immediate effect when an agreed upon or set target is not met by a Partner.
The terms and conditions set forth in this Part D apply, in addition to Part A, to any partner enrolled in the Partner Program and is listed as technology partner (“Technology Partner”).
1.1 No commission applies, unless Trengo and Partner separately agree otherwise in writing in a separate agreement, which agreement shall be subject to these Partner Terms.
1.2. Trengo grants Technology Partner the right to integrate its technology in the Service of Trengo to make its technology accessible for the users of the Service of Trengo.
1.3. Technology Partner shall be responsible for the operation of its own technology and its integration with the Service of Trengo, unless agreed otherwise. Trengo shall be responsible for its own Service.
1.4. Each party shall inform the other party and, where desirable, its own relevant customers, as soon as possible:
1.4.1. of any planned or unexpected downtime; and/or
1.4.2. of any upcoming changes in its service that might affect the integration with the other party’s technology.
1.5 Parties shall provide each other enterprise customer level support for any issues relating to the integration.
2.1. Trengo may provide an introduction between an existing Customer and the Technology Partner.
2.2. If a customer of either party wishes to make use of the other party’s technology, the respective party will enter into a direct agreement with said customer, which agreement shall include customary service levels. Each party shall be responsible for the provision of its own services towards its customers and may charge for its services at its own discretion, under its own terms and conditions.
2.3. Technology Partner and Trengo shall each be responsible for the delivery and functionality of its respective services and technologies.
3.1. Each party shall be the first point of contact for its customers for any questions, incidents and changes about the services delivered by the respective party.
3.2. Each party shall redirect questions, incidents and changes relating to the other party’s technology to the relevant party. The other party shall handle such questions, incident or change with due care and as soon as reasonably possible and in accordance with its service level agreement (as applicable to the relevant customer).
3.3. If a customer has any question or complaint with regards to the integration of the services delivered by each party, the party at first point of contact shall try to coordinate the handling of such a question or complaint to the best of its abilities, before involving the other party.
3.4. Parties shall provide each other enterprise customer level support for any issues relating to the integration.
