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Terms and Conditions – Timeular Affiliate Program

These Terms and Conditions govern the participation in the affiliate program (the “Program”) operated by Timeular GmbH, an Austrian limited company having its corporate seat in Vienna, Austria, and registered in the Austrian commercial register under FN 446345s (hereinafter referred to as “Timeular”).

1. Subject Matter

1.1
Timeular offers devices and apps to track, understand and improve how time is spent at work (the “Products”). The purpose of the Program is to permit participants (hereinafter referred to as “Partner”) to advertise the Products and to earn a commission from Timeular if such advertising activities subsequently result in purchases of Products (the “Sales”).

2. Conclusion of the Agreement

2.1
Legal entities and persons over 18 years may participate in the Program. Partners must apply for participation in the Program via email by contacting hello@timeular.com. Before transmitting the application, the Partner must accept these Terms and Conditions and any other additional conditions which Timeular may, from time to time, determine as a prerequisite for participation in the Program and which become an integral part of these Terms and Conditions. Timeular shall examine the application within due course and, in case of approval, confirm this via email to the Partner
and set up a Partner account on the Timeular website (the “Website”). The contractual relationship between Timeular and the Partner is concluded with Timeular’s approval.

2.2
Timeular reserves the right to refuse access of a Partner at its sole discretion. In such case, Timeular shall delete the Partner account without delay.

3. Rights and Obligations of Timeular

3.1
Timeular shall provide the Partner with a selection of advertising instruments, e.g. logos, banners, graphics, texts with links, and other sales enhancing tools (the “Advertising Instruments”) which can either be implemented on the Partner’s website or being used to promote the Products on social media or offline.

3.2
In addition, Timeular shall provide each Partner with an individual Referral Code in order to track the Sales generated through the Partner (see 5.2 below).

3.3
Timeular shall monitor and record the Sales concluded and allocated to the Partner. It shall provide the Partner will tracking data and credit the Commission to the Partner’s account.

3.4
Timeular may at any time and in its sole discretion modify or alter the conditions to participate in the Program or terminate the entire Program at its sole discretion. In such case, Timeular shall inform the Partner at least 14 days prior to the effective date of the modification, which may include, for example, changes in the Commission or payment terms. The Partner may – as its sole recourse – notify Timeular within the notification period in writing of its objections in which case the Partner’s account will be closed and outstanding Commissions be paid to the Partner in accordance with Section 5.4.

3.5
Timeular may – from time to time – send emails to its affiliate partners communicating important information with regard to the Program.

3.6
Timeular can terminate the Affiliate’s account if the Affiliate has not generated any sales to the company for a period longer than 3 months.

4. Obligations of the Partner

4.1
The Partner represents and warrants that all the information provided to Timeular for the Partner account is true and complete. The Partner shall promptly update such information if all or any part of it changes.

4.2
The Partner confirms that it operates its business under its own name and that it is fully and without any restrictions authorized to dispose thereof.

4.3
The Partner shall assume all costs incurred for the implementation of Advertising Instruments and promotion of Products.

4.4
The Partner shall guarantee that the material shown on the Partner website does not infringe any rights of third parties (including copyright and trademark rights, the general right of personality of any other rights) and that the Partner website does not promote violence, sexually explicit material or discrimination based on race, sex, religion, nation origin, physical disability, political content, sexual orientation or any illegal content.

4.5
The Partner may not use the name, other terms or trademarks of Timeular in any other way than in connection with the promotion of Timeular and Products.

4.6
The Partner acknowledges and agrees that Timeular may at any time enter into agreements with other partners on the same or different terms as those provided to the Partner herein and that such other partners may be competitors to the Partner.

4.7
The Partner undertakes to use the Advertising Instruments only for the purposes of and in compliance with these Terms and Conditions, not to alter them without Timeular’s prior written consent and not to provide them to any third party.

4.8
The Partner acknowledges that the promotion of Products may be effected either via the Partner’s website, on social media or offline by using the Advertising Materials. For example, the Partner may

  • write a review or blog post about Products and link to Timeular’s website,
  • include a banner on its website,
  • spread posts on its social network channels,
  • spread promotional material (e.g. flyer) about Products in its sales rooms, or
  • otherwise tell its clients, customers or friends about the Products, provided, however, that the Partner obeys any applicable laws and regulations. Any extensive promotional campaign requires Timeular’s prior written consent.

4.9
If Timeular determines, at its sole discretion, (or if that has been determined by a court or authority) that the Partner

  • has engaged in any form of spamming,
  • has advertised the Products in any other unauthorized way,
  • has conducted any illegal activity or activity deemed offensive to promote the Products,
  • has used any unfair methods or inadmissible means to procure Sales that violate law or these Terms and Conditions; or
  • has pretended to be or to be professionally associated with Timeular,

Timeular may (without limiting any other rights or remedies available to it) withhold any Commission otherwise payable to the Partner and/or terminate the contractual relationship with immediate effect upon its notice at any time.

4.10
The Partner shall keep the login data for his partner account confidential and not communicate such data to third parties.

5. Commission

5.1
Timeular shall pay to the Partner a commission amounting to 10% of the Sales generated via the Partner’s advertising activities (the “Commission”). The Partner acknowledges that the retail price for Products may vary from time to time as well as depending on the region and that the commission will be calculated on the basis of the actual retail price realized with the Sales less shipping costs.

5.2
For the purpose of tracking the Sales, Timeular shall provide each Partner with an individual referral link. For the avoidance of doubt, no commission is payable to the Partner if a customer should not use the provided referral link.

5.3
An already credited Commission will subsequently be cancelled in case a customer should withdraw from an order for whatever reason.

5.4
With registration in the Program, the Partner will receive access to his partner account to which Timeular shall credit the respective Commissions. Timeular only pays Commissions that are older than 30 days to await any customer order withdrawals. Timeular pays out the Commissions until the last day of every month, provided that a minimum balance of $ 10,– is credited to the Partner’s account. The Commission will be paid free of charge to the Paypal account specified by the Partner. The individual Commissions are time-barred after three years from the end of the respective year in which each Commission was credited to the account.

5.5
Timeular reserves the right to reject Commissions for any reason, in particular in case the method by which the Sales were generated was in violation of these Terms and Conditions or otherwise violated the spirit of the Program.

6. License

6.1
The Partner shall be granted a revocable, non-exclusive, non-transferable right to use the Advertising Instruments in order to promote the Products, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the Program. The license for the use of the Advertising Instruments shall expire upon termination of the Affiliate Agreement. These Terms and Conditions shall not allow the Partner to use the rights of Timeular for any other purposes as established herein without Timeular’s prior written consent.

6.2
This right does not include the right to modify or manipulate the Advertising Instruments in any way whatsoever without Timeular’s prior written consent. The Partner may only prepare and use additional advertising material relating to Products with Timeular’s prior written consent.

7. Term and Termination

7.1
The Agreement on participating in the Program is concluded for an indefinite period of time. The parties may terminate the Agreement at any time by giving one month prior written notice.

7.2
The Partner shall receive the Commission for any Sales that have been generated during the term of this Agreement. Upon expiry of the term, the Partner shall no longer be entitled to receive a Commission and Timeular shall pay any remaining credit balance on the Partner’s account to the Partner. If, at the time of termination, the credit balance should be USD 9.99 or less, no funds will be disbursed.

7.3
If no Commissions have been credited to the Partner’s account for a period of one year after registration, Timeular reserves the right to close the account. In such case, the Partner may subsequently re-register in the Affiliate Program.

8. Indemnification

8.1
Timeular shall be entitled to take further legal steps against the Partner in case of serious breach of contract. If the Partner should violate the provisions of these Terms and Conditions and if third parties should hold Timeular liable for such violation, Timeular may demand from the Partner that it indemnifies it against all costs and expenses it may incur as a result of the breach.

9. Limitation of Liability

9.1
IN NO EVENT SHALL TIMEULAR OR ANY OF ITS SUBSIDIARIES, AFFILIATES, PARTNERS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, PURELY FINANCIAL LOSSES OR LOST PROFITS, AND/OR DAMAGES ARISING IN CONNECTION WITH THE PROGRAM, THESE TERMS AND CONDITIONS, TIMEULAR’S WEBSITE OR THE PARTNER ACCOUNT.

9.2
THE LIABILITY OF TIMEULAR, ITS AGENTS, EMPLOYEES AND PERSONS CONTRACTING ON BEHALF OF TIMEULAR SHALL BE LIMITED TO INTENT AND GROSS NEGLIGENCE. TIMEULAR’S LIABILITY – FOR ANY REASON WHATSOEVER – SHALL BE LIMITED TO THE AMOUNT OF THE COMMISSIONS PAID TO THE PARTNER WITHIN THE PAST SIX MONTHS. IN THE EVENT OF TERMINATION OF THIS AGREEMENT BEFORE THE EXPIRATION OF THE SIX MONTHS PERIOD, THE COMMISSION PAID UNTIL THEN SHALL FORM THE BASIS FOR THE ASSESSMENT OF THE DAMAGE.

9.3
Timeular is liable without limitation if damages are caused by intention or gross negligence on the part of Timeular. Further, the limitations of liability do not apply to damages from injury to life, body or health.

10. Law and jurisdiction

10.1
This Agreement is governed by the laws of Austria, excluding conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Vienna, Austria.

10.2
If one or more provisions of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, which shall be construed as if such invalid, illegal or unenforceable provision, to the extent to which such provision is invalid, illegal or unenforceable, had never been set forth herein, and this Agreement shall be carried out as nearly as possible according to its original terms and intent.

11. Miscellaneous

11.1
Data Protection. Timeular will collect, process and use personal data exclusively in compliance with the applicable statutory provision governing the protection of data as well as its Privacy Policy (https://timeular.com/privacy-policy), which forms an integral part of these Terms and Conditions.

11.2
Relationship of Parties. Timeular and the Partner are independent contractors and nothing in these Terms and Conditions or any other documents pertaining to the Program shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship.

11.3
English Version. The English version of these terms and conditions will be the version used when interpreting or construing these Terms and Conditions.

11.4
Notice to Timeular. For our contact details, please check the Imprint (https://timeular.com/impressum)

11.5
Notice to You. We may notify you by email, postal mail, or other legally acceptable means.

11.6
Non-Assignment. You may not assign or otherwise transfer these Terms and Conditions or your rights and obligations under these Terms and Conditions, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.

11.7
No Waiver. Our failure to enforce or exercise any of these terms and conditions is not a waiver of that section.