Dronedesk Partner Program Terms and Conditions

These general Terms govern

• membership of the Dronedesk Partner program (distinct from the Dronedesk Affiliate program), and,
• any other related Agreement or legal relationship with the Owner

in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.

The Partner must read this document carefully.

The Dronedesk Partner program is provided by:

Grey Rock Innovations Ltd. trading as Dronedesk
a company registered in England & Wales with Company Registration Number 11621288
VAT number GB352634014
Registered office: Orchard House, Exeter EX5 1BR

Owner contact email: partners@dronedesk.io

These Terms apply to You becoming a Partner in the Dronedesk Partner Program. The purpose of these Terms is to explain how the program works and introduce basic terms and conditions of our Partner Program. Please note that throughout these Terms, "We," "Us," "Owner," and "Our" refer to Grey Rock Innovations Ltd. t/a Dronedesk, and "You," "Your," and "Yours" refer to You, the Partner.

By signing up to be an Partner on the Dronedesk Partner Program You are agreeing to be bound by the following general terms and conditions.

1. Partner Rights and Obligations

To become a Partner, You must complete and submit the online application form and sign this document. You must provide Your name, a valid email address, and any other information requested in order to complete the signup process.

Your application will be subject to review by Us. If We reject Your application You will be given a reason and You have the right to appeal the decision and resubmit Your application with supporting evidence if required.

Once You have signed up and have been approved for the Partner Program, You will be assigned a unique Partner Code. You are permitted to place links, banners, or other graphics with Your Partner Code on Your site, in Your emails, or in other communications. To permit accurate tracking, reporting, and referral fee accrual, We will provide You with specific link formats to be used in all links between Your site and the Dronedesk site. You must ensure that each of the links between Your site and the Dronedesk site properly utilizes such specific link formats.

Links to the Dronedesk site placed on Your site pursuant to these terms and which properly utilize such special link formats are referred to as "Referral Links." You will earn referral fees only with respect to sign-ups on a Dronedesk product site occurring directly through Your Referral Links.

Your site is unsuitable for our Partner Program if it promotes illegal activities, violence, discrimination based on any ground, incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, or to violate the law, or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Us. We reserve the right to deny a Partner application, at our sole discretion.

You are forbidden to create or design Your Website, social network profile or any other profile in a manner which resembles Dronedesk Website or which leads cUstomers to believe You are Dronedesk.

As a member of Dronedesk Partner Program, You will have access to Partner account and Dashboard, where You can monitor Your referral's signups, purchases and the subsequent payments to You.

Dronedesk reserves the right, at any time, to review Your placement and require that You change it or use to comply with the provided guidelines.

Partner is an independent entity, and Dronedesk Partner Program doesn't create any partnership, joint venture, franchise, sales representative, or employment relationship between Partner and Dronedesk. You have no authority to make or accept any offers or representations on our behalf.

You shall not make any statement on Your site, that could, in any way, be interpreted as a contradiction of these terms and conditions.

You are responsible for maintaining the security of Your account and password. Dronedesk cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation.

You may not use the Partner Program for any illegal or unauthorized purpose. You must not violate any laws in Your jurisdiction.

You must refer at least one new client per month in order to retain access to the free Dronedesk account which we provide. We reserve the right to restrict access to the account if you don't meet that minimum threshold.

2. Dronedesk Rights and Obligations

We have the right to monitor Your Website or social networks at any time to determine if You are following the terms and conditions of this document.

Dronedesk reserves the right to terminate Your participation in the Dronedesk Partner Program immediately if You abuse this program in any way.

Dronedesk will not be liable to You with respect to any failure by You or someone You refer to use Referral Links or incorrectly type Your Partner Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to You pursuant to these terms.

3. Access to Partner Dashboard

We will provide You with access to a Partner Dashboard where You can monitor Your referral's signups, purchases and the subsequent payments to You. You'll also receive the marketing materials You will need to successfully promote Dronedesk.

Your login may only be used by one person – a single login shared by multiple people is not permitted.

4. Payments and Refunds

When someone You refer to Us completes a free trial period and makes a payment for a subscription plan, You will earn 20% on the net price paid excluding any tax levied at the point of purchase and net of any discount applied to the sale. For example: a sale of a $900 subscription with the purchaser qualifying for a 10% discount will pay a commission as follows: Net price = $900 (ex. TAX) - 10% discount = $810 giving a commission payment of 20% * $810 = $162 (inc. TAX).

There will be a 30-day cool-off period (to allow for cancellations, chargebacks and refunds) and this typically means you will be paid around 45 days after a paid sign-up.

For a sale to be eligible to earn a referral fee, the customer must click through a Referral Link from Your site, email, or other communications to the Dronedesk Site and sign up for the product during that session.

Your referrals must come through Your Partner link and sign up for Dronedesk within 30 days from the first visit. If they return to Dronedesk after the 30-day period, You will not earn a commission on their purchase. Similarly, if they follow a link from a different Partner, and make a purchase, that different Partner will be credited with the sale and earn the commission payment.

There is one type of referral fee that can be earned: Commission. The current commission is 20% from the first sale to a new Dronedesk customer. Commissions are only payable once You accrue GBP50 or more.

You must make a manual request for your first payout - this gives you the opportunity to select your preferred payment option and provide your VAT number if applicable. Subsequent qualifying commissions will be paid on a monthly basis, usually on the first of the month.

We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they signed up or someone says they entered a referral code if it was not tracked by our system.

We can only pay commissions on business generated through properly formatted links that Were automatically tracked by our systems. We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

For You to receive Partner commissions:

• someone You refer to Us must make payments through Dronedesk's app, by using the Stripe payment gateway, or,
• you must register a customer in the Partner Portal and that customer must make a payment via invoice (note that lead times for receipt of these payments are usually substantially longer)

Commissions to You are paid by PayPal. We may offer Wire Transfers (or BACS) dependent on availability and volume of sales you generate. We cannot send cheques, cash, or make credits to Your credit card.

If our payment processor charges payment processing fees for the commission payments, You are responsible for paying any and all of those fees.

If You are banned due to a violation of these Terms, We won't pay You any current payments on Your balance or future payments for Your referral's purchases. All payments will be stopped immediately. We also do not provide refunds if You abuse our Partner Program.

We are a UK based company and commission payments are made by Us to You inclusive of UK VAT. As such, if You are UK VAT-registered You agree:

1. We will issue self-billed invoices for all transactions relating to this agreement.
2. To provide Your VAT registration number at the point of registration for this program.
3. Not to raise sales invoices for the transactions covered by this agreement.
4. To accept invoices raised by Us on Your behalf until such time as this agreement is terminated.
5. Notify Us immediately if You:
   1. change Your Tax registration number
   2. cease to be Tax registered, or
   3. sell Your business or part of Your business

5. Termination and Modification

Either You or We may end this Partner Program at any time, with or without cause, by giving the other party a written notice. Written notice shall be in the form of an email.

If You fail to follow the terms and conditions of this document, We reserve the right to terminate Your participation in the Dronedesk Partner Program. We will do everything possible to contact the Partner prior to the ban. However, We reserve the right to eliminate any violator from our Partner Program without prior notice, and on the first occurrence of such prohibited behavior.

We may modify any of the terms and conditions in this document at any time at our sole discretion. In such event, You will be notified by email. If any modification is unacceptable to You, Your only option is to end Your participation in the Partner Program. Your continued participation in Dronedesk Partner Program will indicate Your agreement to the changes.

6. Promotion Restrictions

"Spamming" or unsolicited commercial emails are unacceptable to Us and could cause reputational damage to our brand. You may send emails to Your users/audience to promote Dronedesk as long as the recipient is a cUstomer or subscriber of Your services or Website, and recipients have the option to unsubscribe. At all times, You must clearly represent Yourself as independent from Dronedesk. If it comes to our attention that You are promoting Us inappropriately, We will consider that cause for immediate termination of Your participation in the Dronedesk Partner Program.

Partners that bid in their pay-per-click campaigns on keywords such as Dronedesk, Drone desk, Dronedesk.io, and/or any similar or misspelt variations of these, will be considered trademark violators, and will be banned from Dronedesk Partner Program.

Partner shall not use any online advertising services (i. e. Google AdWords, Facebook Ads, etc.) to promote Dronedesk or act on our behalf, or use any technologies to abuse our Partner Program, including, but not limited to, an application that causes the overwriting of Partner commission tracking cookies; intercepts searches to redirect traffic through an installed software; set commission tracking cookies through loading of Dronedesk site in iFrames, hidden links and automatic pop-ups that open dronedesk.io's site and etc.

Partners shall not run ads leading directly, or redirecting automatically, to the dronedesk.io Website or any subpages or subdomains, including Partner links such as dronedesk.io/via/xxyyzz.

Partners are permitted to use advertising methods to drive traffic to their own content or offerings, including courses and related materials. However, Partners are strictly prohibited from using these advertising methods to directly promote or link to dronedesk.io or any destination that falls under the restrictions outlined in the Dronedesk Partner Program.

Partners are strictly prohibited from referring their own businesses solely to earn commissions. Referrals must be genuine and involve external entities that align with our objectives. Violation of this provision may result in account sUspension, termination, and forfeiture of pending self-referral commissions.

7. Severability

If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall meet to negotiate in good faith to agree a valid, binding and enforceable substitute provision or provisions, (if necessary with reconsideration of other terms of this Agreement not so affected) so as to re-establish an appropriate balance of the commercial interests of the Parties.

8. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

9. Miscellaneous provision

These terms will begin upon when You become a Partner and will continue unless terminated hereunder.