Partner terms

1.Who we are and what these terms cover

The Mercify.ai partner program ("Mercify", "we", "us") is operated by Cogenta B.V., Bagven Park 16, 4838 EH Breda, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 42142544, VAT number NL869907438B01. You can reach us at hello@mercify.ai.

These terms apply between Mercify and you as a partner ("partner", "you"). Your own use of Mercify as a customer is also governed by our terms of service. By applying and ticking the box, you accept these partner terms.

2.Application and approval

You apply with a Mercify account. We review every application and may reject it without giving reasons. You must be at least 18 years old and provide accurate information about yourself, your channels and, if you want to receive payouts, your business or personal details and your bank account.

Once approved, you receive a personal partner code and link. You act as an independent party: these terms create no employment, agency or partnership relationship, and you may not enter into agreements or make statements on Mercify's behalf.

3.When a customer is attributed to you

A customer is attributed to you if they create a new Mercify account and enter your code, or if, after clicking your link, they consent to us remembering the referral (in which case we store your code in a cookie for no more than 90 days). A code the customer enters themselves takes precedence.

Each customer account is attributed to no more than one partner, and that attribution does not change afterwards. Only new customers count: an account that has previously paid Mercify does not earn commission. Your own accounts, accounts of your own business and accounts you are a member of do not count.

If a referral was demonstrably missed (for example, a forgotten code), notify us within 30 days of the customer signing up; we may then still attribute the account to you, for payments made from that point on.

4.Commission

You receive 25% of the amount excluding VAT of every payment a customer attributed to you makes to Mercify during the 12 months after creating their account. This covers single stores, bundles, add-on products and other purchases in the app. No commission is paid on VAT, on payments made with previously purchased credit, on third-party costs (such as Shopify subscriptions) or on refunded amounts.

Any different percentage or term agreed with you is shown in your partner portal and takes precedence. A change to it applies to new customers; for customers already attributed to you, the agreed term remains in place.

5.Holding period, payouts and minimum

Commission is first held for 30 days and then becomes payable. If a payment is refunded, charged back or flagged as fraudulent during or after that period, the commission lapses; if it has already been paid out, we deduct the amount from your next payout.

Around the 15th of each month we pay out all payable commission, subject to a minimum of €50 per partner. Below that amount, your balance carries over until the minimum is reached. We pay in euros by SEPA transfer to the account you provide in your portal; outside the SEPA area, by another payment method agreed with you. Any bank charges on your side are for your account.

If you change your bank account or the account holder name, we make no payouts for the following 7 days and notify you by email. This protects you against misuse of your account. If the account holder name does not match your bank's records, we may withhold payment until the issue is resolved.

6.Self-billing and taxes

You instruct Mercify to issue an invoice on your behalf for each payout (self-billing). That self-billed invoice bears the notation "factuur uitgereikt door afnemer" (invoice issued by the customer), your details, the commission lines and the VAT, and is available as a PDF in your portal and attached to the payout email. You will not issue your own invoices for the commission, and you accept the self-billed invoices unless you object by emailing hello@mercify.ai within 30 days of receipt.

VAT follows the status you specify in your portal: if you are a VAT-registered business in the Netherlands, we pay 21% VAT on top of the commission, which you remit; under the Dutch small business scheme (KOR) we charge no VAT; if you are a business elsewhere in the EU, VAT is reverse-charged; outside the EU we charge no Dutch VAT. You must update any change in your VAT status in your portal without delay. You are responsible for declaring your income and VAT.

If you are a private individual in the Netherlands, or a sole proprietorship or general partnership (eenmanszaak or vof) under the KOR, we are legally required to report the amounts paid to you to the Dutch tax authority (Belastingdienst) each year, together with your name, address, Dutch citizen service number (BSN) and date of birth. That is why we ask for these details in your portal. Outside the Netherlands we work with businesses only.

7.Promotion rules

You promote Mercify honestly and in compliance with the law and the advertising rules of the country where your audience is located, such as, in the Netherlands, the Dutch advertising code for social media and influencer marketing (Reclamecode Social Media & Influencer Marketing). In particular:

• you always make clear that you are a partner and receive a fee (for example #ad, 'paid partnership' or 'in partnership with Mercify') in every post, video or email;
• you do not promise revenue, profit or income and do not suggest that a Mercify store is guaranteed to generate anything;
• you describe Mercify accurately: prices, delivery time and what a store includes, as stated on mercify.ai;
• you do not bid on the names Mercify, Mercify.ai or variants or misspellings of them in search engines, and you do not register domain names, accounts or pages that resemble Mercify;
• no spam, no unsolicited messages, no purchased mailing lists, and no posting of your code on coupon or deal sites;
• no tricks to obtain referrals for customers who did not genuinely come through you (such as setting cookies without a click, or referring yourself or having others refer themselves for the commission);
• you use Mercify's logo and materials only as we provide them and do not pose as Mercify.

8.Misuse and recovery

If you breach these terms, or if we detect fraud or misuse, we may withhold or cancel commission, recover or set off commission already paid out as a result, pause your account and terminate the partnership with immediate effect.

9.Data and privacy

We process your data as a partner (name, email address, application, business and address details, bank account and, where required by law, your Dutch citizen service number (BSN) and date of birth) to run the program, pay you and meet our legal obligations. We store your account number and BSN encrypted. You'll find more in our privacy policy.

Your portal does not show your customers' names or contact details, only an anonymous identifier per customer, what they purchased and what you earned from it.

10.Term and termination

The partnership runs for an indefinite period. Either party may end it at any time by email. Commission that is payable or in the holding period at that time will still be paid out after the holding period ends, even if it is below the minimum, except where the partnership is terminated for misuse. No new commission accrues after termination.

11.Changes, liability and governing law

We may change the program and these terms. We will notify you by email at least 30 days in advance of any change to your detriment; if you do not agree, you may end the partnership before the change takes effect.

Our liability to you is limited to the commission paid to you in the preceding 12 months, except in case of intent or gross negligence. These terms are governed by Dutch law; disputes will be submitted to the District Court of Zeeland-West-Brabant (rechtbank Zeeland-West-Brabant), unless mandatory law provides otherwise.