Affiliate Program

This document (the "Affiliate Terms" or the "Program") governs participation in Bynor's affiliate program and is entered into between the Affiliate and Bynor SRL at the moment when the Affiliate submits the sign-up form at bynor.ai/affiliates and ticks the checkbox accepting these Terms. Signing up constitutes full acceptance of the clauses below.

1. Parties

Program operator

• Company name: Bynor SRL (hereinafter "Bynor")
• Registered office: Milano (MI), Via Giuseppe Pogatschnig 40, 20148, Italy
• VAT number: 14800270960
• Email: [email protected]

Affiliate

The natural or legal person who joins the Program by providing their details in the sign-up form and who promotes Bynor to third parties in exchange for the commissions governed by these Terms. The Affiliate warrants that they have the capacity to enter into contracts and, where they act on behalf of a legal person, the power to bind it.

2. Subject matter and sign-up

The Program allows the Affiliate to promote the subscription to the Bynor SaaS platform and to earn a commission on the paying customers they bring in, according to the tiers and percentages set out in Article 4.

Joining Tier 1 is automatic and free of charge: once the form is completed, the Affiliate is assigned an account on the Program's management platform, with a personal affiliate link (and, where applicable, a code) for tracking. The Affiliate is responsible for the accuracy of the details provided and for safeguarding their credentials.

3. Tracking and attribution

Customers are attributed through the Affiliate's personal link and a tracking cookie installed on the device of the user who clicks the link. A customer is attributed to the Affiliate if they take out a paid subscription within the cookie window applicable to their tier (30, 45 or 90 days, Article 4).

• where more than one affiliate is involved, the last link clicked within the attribution window generally prevails;
• attribution is handled by the affiliate tracking tool adopted by Bynor, and its data is conclusive;
• a user who clears their cookies, changes device or browser, or uses tools that block tracking may not be attributed: this does not constitute a breach by Bynor.

4. Tiers and commissions

The commission is calculated on the net amount (VAT excluded) actually collected by Bynor for the subscription of the attributed customer, and is recurring on every successful renewal for the maximum duration indicated. There is no cap on the number of customers or on the total amount of commissions.

4.1 Tier upgrades

The Affiliate starts at Tier 1. The move to Tier 2 happens once the Affiliate has brought in at least 8 (eight) paying customers; the new terms (higher commission and cookie, personal coupon code) apply to customers attributed after the upgrade. Tier 3 is reserved and is granted only at Bynor's invitation, on terms agreed on a case-by-case basis in a separate agreement that, for that individual Affiliate, prevails over these Terms.

4.2 Commission duration

For each attributed customer the commission accrues on every successful payment, for a maximum of 12 months (Tier 1 and 2) or 18-24 months (Tier 3) from the customer's first payment, and in any case for as long as the customer keeps the subscription active within that period.

5. Accrual and payment of commissions

The commission accrues only once the customer's payment has been actually collected by Bynor and any return, withdrawal or possible reversal period has elapsed (Article 6).

• Frequency: payments to Affiliates are made on a monthly basis;
• Minimum threshold: payment is made each month on the commissions accrued, with no minimum threshold;
• Method: payment is made by SEPA bank transfer or another equivalent instrument; it is the Affiliate's responsibility to enter and keep up to date the correct payment details in their account;
• Taxes: commissions are stated gross of the taxes payable by the Affiliate, who is responsible for their own tax and social security obligations and, if a VAT-registered taxable person, for issuing the tax documents required by law. Bynor may request suitable tax documentation before making payments.

6. Reversals, refunds and cancellations

• if an attributed customer obtains a refund, exercises the right of withdrawal or triggers a chargeback, the related commission does not accrue or is reversed;
• if the customer cancels, the commission ceases from the period following the cancellation; commissions already legitimately accrued remain due;
• reversed amounts may be set off against future commissions.

7. Prohibited conduct

The Affiliate is prohibited, on pain of suspension or exclusion from the Program and reversal of the commissions concerned, from:

• self-referral: using their own link or code for their own subscription or for that of parties connected to them;
• spam: promoting Bynor through unsolicited emails, unauthorized bulk messages or practices contrary to the rules on commercial communications;
• brand bidding: buying advertising (e.g. Google Ads, Meta) on keywords containing "Bynor" or its variants, or using misleading or typosquatting domains, subdomains or profiles;
• offering unauthorized cashback, discounts or incentives to drive sign-ups;
• spreading false or misleading claims about Bynor, its prices, features or results, or presenting themselves as an employee, agent or representative of Bynor;
• publishing content that is unlawful, defamatory, discriminatory or harmful to third-party rights, or breaching the terms of third-party social media platforms;
• manipulating tracking (cookie stuffing, fake or incentivized traffic, bots, click or conversion fraud).

8. Use of the brand and materials

Bynor grants the Affiliate a limited, non-exclusive and revocable license to use Bynor's name, logo and promotional materials for the sole purpose of promoting the service within the Program, in compliance with any guidelines provided; the license is not transferable. The Affiliate acquires no other rights in Bynor's trademarks and content, which remain the exclusive property of Bynor SRL. The license terminates automatically at the end of participation in the Program.

9. Relationship between the parties

The Affiliate operates in full autonomy and independence. These Terms do not create any relationship of employment, agency, mandate, partnership or association between the Parties. The Affiliate has no power to represent or bind Bynor towards third parties and bears the cost of their own promotional activity.

10. Term, withdrawal and suspension

The Program runs for an indefinite term. Either Party may withdraw at any time, without notice and at no cost, by notifying the other (the Affiliate may also do so through their account or by email to [email protected]).

Bynor may suspend or exclude the Affiliate, and withhold or reverse the commissions concerned, in the event of a breach of these Terms, of fraud or of the conduct set out in Article 7. Except in cases of fraud or breach, commissions already legitimately accrued as of the termination date remain due and are settled at the normal due dates and threshold.

11. Changes to the Program

Bynor may amend these Terms and the commercial terms of the Program (tiers, percentages, duration, cookies, thresholds and payment methods). Amendments are notified with reasonable advance notice by email or through the Program's management platform and apply going forward, without affecting commissions already accrued. Continuing the promotional activity after the amendments take effect constitutes acceptance.

12. Limitation of liability

To the maximum extent permitted by law, Bynor is not liable to the Affiliate for indirect damages, loss of profit or loss of opportunity, and its total liability is in any case limited to the amount of the commissions accrued by the Affiliate in the 12 months preceding the event. Bynor does not guarantee minimum volumes of traffic, conversions or earnings, nor the continuity or absence of errors of the tracking and payment tools, without prejudice to cases of willful misconduct or gross negligence and to mandatory rights under the law.

13. Personal data

The Affiliate's personal data is processed to run the Program in accordance with Bynor's Privacy Policy. For tracking and payments, Bynor uses third-party providers (an affiliate tracking platform and a payment provider), which process the data within the limits necessary to deliver the service.

14. Governing law and jurisdiction

These Terms are governed by Italian law. Any dispute falls under the exclusive jurisdiction of the Court of Pistoia (Italy), except, for an Affiliate acting as a consumer, for the mandatory jurisdiction of the court of the place where they reside or have their domicile.

15. Contact details

• Affiliate program: [email protected]
• Operator: Bynor SRL, Via Giuseppe Pogatschnig 40, 20148 Milano (MI), Italy
• VAT number: 14800270960