Partner Program Terms and Conditions

In these Partner Program Terms and Conditions ("Partner Terms"), the following terms have the meanings set out below: "SimForMe", "we", "us", or "our" refers to ASOCIACION ESTUDIANTIL JUNIOR NEXIO, operating under the trade name SimForMe, with registered address at PS/ URIBITARTE, 6, 48001 BILBAO (BIZKAIA), Spain (NIF: G75579508). "Partner", "you", or "your" refers to the individual or legal entity accepted into the SimForMe Partner Program. "Partner Program" refers to the affiliate/referral program operated by SimForMe, as described in these Partner Terms. "Promo Code" refers to the unique alphanumeric code assigned to a Partner for use in promotional activities. "Qualifying Sale" refers to a completed purchase by a new customer who applied the Partner's Promo Code or was attributed to the Partner via cookie tracking, and which has not been refunded, charged back, or otherwise reversed within the Confirmation Period. "Confirmation Period" refers to the 30-day period following a sale, during which the sale must remain valid (not refunded or reversed) for the commission to be confirmed. "Commission" refers to the percentage-based fee earned by the Partner on Qualifying Sales. "Payout" refers to the transfer of confirmed Commission amounts to the Partner. "Confidential Information" refers to any non-public information disclosed by either party, including but not limited to commission rates, sales data, business strategies, and technical information.

To participate in the Partner Program, you must: (a) Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. (b) Have a valid SimForMe account. (c) Submit a Partner Program application and receive approval from SimForMe. (d) Provide accurate and complete information in your application. Both individuals and legal entities (companies, sole traders, etc.) are eligible to apply. SimForMe reserves the right to reject any application at its sole discretion without providing a reason. By applying to the Partner Program, you represent and warrant that you have the legal capacity and authority to enter into these Partner Terms.

You are an independent contractor. Nothing in these Partner Terms shall be construed as creating an employment relationship, partnership, joint venture, or agency relationship between you and SimForMe. You shall not: (a) Represent yourself as an employee, agent, or representative of SimForMe. (b) Make any commitments or enter into any agreements on behalf of SimForMe. (c) Bind SimForMe to any obligation toward any third party. You are solely responsible for your own business operations, including compliance with applicable laws and regulations in your jurisdiction. For Partners residing in Germany: These Partner Terms are not intended to create a commercial agent relationship (Handelsvertreterverhältnis) within the meaning of §§ 84–92c HGB. The Partner acts exclusively in their own name and on their own account. For Partners residing in Spain: These Partner Terms are not intended to create an agency relationship (contrato de agencia) within the meaning of Ley 12/1992. The Partner is not authorised to negotiate or conclude contracts on behalf of SimForMe. Notwithstanding the above, nothing in this section shall override mandatory provisions of the law of your country of residence that cannot be derogated from by agreement.

Upon approval, you will be assigned a unique Promo Code. Attribution of sales to your account is determined by: (a) Direct code use: A customer enters your Promo Code at checkout. (b) Cookie tracking: A customer clicks your referral link, which sets a "partner_ref" cookie on their browser. This cookie has a duration of 30 days. If the customer completes a purchase within this period, the sale is attributed to you. In case of conflict (e.g., a customer uses one Partner's Promo Code but has another Partner's cookie), the Promo Code entered at checkout takes precedence (last direct action wins). You acknowledge and agree that: - Attribution depends on the customer's browser accepting cookies. SimForMe is not responsible for lost attribution due to cookie blocking, clearing, or browser settings. - The partner_ref cookie is classified as an essential/functional cookie necessary for the operation of the Partner Program. Its use is disclosed in our Cookie Policy. - SimForMe may modify the attribution mechanism at any time with 30 days' prior notice.

Partners earn Commissions on Qualifying Sales at the following rates, based on Partner level: - Bronze (default): 5% commission, 5% customer discount - Silver (€200+ sales in last 3 months): 7.5% commission, 5% customer discount - Gold (€1,000+ sales in last 3 months): 10% commission, 10% customer discount Partner levels are evaluated on the 1st of each month based on a rolling 3-month sales window (order value). Levels may be upgraded or downgraded based on performance. Downgrades occur by one level at a time. Commission calculation: (a) Commissions are calculated on the final amount paid by the customer after all discounts, coupons, and promotions have been applied. The Commission amount is gross and inclusive of any applicable VAT or similar indirect taxes. Partners registered for VAT may issue an invoice with VAT broken out from the gross Commission amount. (b) A 30-day Confirmation Period applies. Commissions are only confirmed if the corresponding sale is not refunded, charged back, or otherwise reversed within this period. (c) If a sale is partially refunded, the Commission is recalculated based on the remaining amount. The following do not qualify for Commissions: - Self-referral orders (purchases made using your own Promo Code or referral link) - Fraudulent, manipulated, or artificially generated orders - Orders that are fully refunded or charged back SimForMe reserves the right to set a Commission cap not exceeding 50% of the net margin on any individual sale. SimForMe reserves the right to modify Commission rates with 30 days' prior written notice. Changes do not apply retroactively to already-confirmed Commissions.

Confirmed Commissions are paid out subject to the following conditions: (a) Minimum payout threshold: €50. Commissions below this threshold are carried over to the next payout period. (b) Payout frequency: Monthly (processed within the first 15 days of the following month). (c) Currency: All payouts are made in Euros (EUR). (d) Payment method: Bank transfer to the account details provided by the Partner. The Partner is responsible for ensuring that account details are accurate and up to date. (e) Payout fees: Any bank transfer fees charged by the Partner's bank are the Partner's responsibility. SimForMe does not charge additional payout processing fees. (f) Commission Statement: SimForMe will provide a Commission Statement for each payout, which will include the payout period, a breakdown of individual commissions, and the total amount. The Commission Statement serves as documentation for the Partner's accounting and tax records. (g) Payment & Tax Information: Prior to the first payout, the Partner must submit complete Payment & Tax Information (as described in Section 7). Payouts will be withheld until this information has been provided. Unclaimed balances: If a Partner does not request or receive a payout for a period of 12 consecutive months, and the Partner's account is inactive (no new Qualifying Sales), the unclaimed balance will be forfeited. SimForMe will send a reminder email at least 30 days before any balance forfeiture. SimForMe reserves the right to withhold or delay payouts if there is reasonable suspicion of fraud, Terms violations, or pending disputes.

The Partner is solely responsible for: (a) Reporting and paying all income taxes, VAT, social security contributions, and any other taxes or levies arising from Commission income in the Partner's jurisdiction. (b) Determining whether VAT or other indirect taxes apply to Commission payments and, if so, complying with all applicable VAT registration and reporting requirements. (c) Partners registered for VAT may issue an invoice to SimForMe with VAT broken out from the gross Commission amount. This is optional; SimForMe does not require Partners to issue invoices but will accept them where applicable. (d) Prior to the first payout, the Partner must submit the following Payment & Tax Information: legal name (or business name), business address, tax identification number (e.g., NIF, NIE, VAT number, Steuernummer), VAT registration status, and IBAN bank account details. This information can be submitted and updated through the Partner Dashboard. (e) The Partner is responsible for complying with any applicable business registration requirements in their jurisdiction (e.g., autónomo registration in Spain, Gewerbeanmeldung in Germany). SimForMe does not verify Partners' compliance with local registration requirements. (f) SimForMe may report Commission payments to tax authorities as required by applicable law, including but not limited to annual informative declarations (e.g., Modelo 347 in Spain for transactions exceeding €3,005.06). For Partners established in the EU (other than Spain): The reverse charge mechanism under Article 196 of the EU VAT Directive (2006/112/EC) may apply to Commission payments. In such cases, the Partner is responsible for self-assessing and reporting VAT in their country of establishment. SimForMe may request tax identification numbers, VAT registration numbers, or other tax-related documentation. Failure to provide requested documentation may result in payout delays or withholding as required by law. SimForMe does not provide tax advice. Partners are encouraged to consult a qualified tax professional regarding their obligations.

SimForMe grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use SimForMe's name, logo, and approved marketing materials solely for the purpose of promoting SimForMe products within the Partner Program. The Partner shall: (a) Use only marketing materials and brand assets provided or approved by SimForMe. (b) Not modify, distort, or alter SimForMe's logos, trademarks, or brand assets in any way. (c) Not use SimForMe's brand in any manner that is misleading, defamatory, or likely to bring SimForMe into disrepute. (d) Cease all use of SimForMe's brand assets immediately upon termination of the Partner relationship. All intellectual property rights in SimForMe's brand, website, products, and materials remain the exclusive property of SimForMe. Nothing in these Partner Terms grants the Partner any ownership or permanent licence rights. Any marketing materials, content, or creative works created by the Partner specifically for SimForMe promotions remain the Partner's property, but SimForMe is granted a non-exclusive licence to use such materials for the duration of the Partner relationship.

Partners must not engage in any of the following: (a) Misleading or false advertising: Making claims about SimForMe's products or services that are inaccurate, exaggerated, or not substantiated. (b) Spam: Sending unsolicited commercial communications (email, SMS, messaging apps, social media DMs) to promote SimForMe. (c) Brand keyword bidding: Bidding on SimForMe's brand name, trademarks, or variations thereof (e.g., "simforme", "sim for me") in paid search advertising (Google Ads, Bing Ads, etc.). (d) Cookie stuffing: Using techniques to set the partner_ref cookie without genuine user interaction or intent. (e) Forced clicks or pop-ups: Using pop-unders, forced redirects, auto-click scripts, or similar techniques to generate artificial referral traffic. (f) Dark patterns: Using deceptive UI design to trick users into clicking referral links or applying promo codes. (g) Unauthorised coupon site listing: Posting Promo Codes on coupon aggregator websites or deal forums without prior written approval from SimForMe. (h) Impersonation: Representing yourself as SimForMe, a SimForMe employee, or an official SimForMe representative. (i) Incentivised actions: Offering cash, rewards, or other incentives to users specifically for using your Promo Code, except where explicitly approved by SimForMe. (j) Trademark infringement: Registering domain names, social media handles, or app names that contain SimForMe's trademarks. Violation of any of these prohibitions may result in immediate suspension or termination of the Partner account, forfeiture of unpaid Commissions, and potential legal action.

Both parties shall comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the UK Data Protection Act 2018. Partner obligations: (a) You shall not collect, store, or process personal data of SimForMe customers for purposes unrelated to legitimate promotional activities. (b) If your promotional activities involve the collection of personal data (e.g., through a mailing list or website analytics), you must maintain your own privacy policy that complies with applicable data protection laws. (c) You shall not share, sell, or transfer any personal data obtained through the Partner Program to third parties. (d) You shall promptly notify SimForMe if you become aware of any data breach affecting SimForMe customer data. SimForMe's data processing: (a) SimForMe processes Partner data (name, email, payment details, performance metrics) for the purpose of administering the Partner Program. The legal basis is the performance of a contract (Article 6(1)(b) GDPR). (b) For further details, see our Privacy Policy at simforme.com/privacy. Partners have the right to access, rectify, erase, or port their personal data by contacting privacy@simforme.com.

Each party agrees to keep confidential all Confidential Information received from the other party and to use it only for the purposes of the Partner Program. Confidential Information includes, but is not limited to: - Commission rates and structures - Sales data, revenue figures, and performance metrics - Business strategies, product roadmaps, and unreleased features - Technical information, APIs, and system architecture Confidential Information does not include information that: (a) Is or becomes publicly available through no fault of the receiving party. (b) Was already known to the receiving party before disclosure. (c) Is independently developed without reference to the disclosing party's Confidential Information. (d) Is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice to the disclosing party. This confidentiality obligation survives termination of the Partner relationship for a period of 2 years.

Limitation of liability: (a) To the maximum extent permitted by applicable law, SimForMe's total aggregate liability to the Partner for any and all claims arising under or in connection with these Partner Terms shall not exceed the total Commissions paid to the Partner in the 12 months preceding the claim. (b) SimForMe shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, or loss of anticipated savings. (c) Nothing in these Partner Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. Indemnification: The Partner agrees to indemnify, defend, and hold harmless SimForMe, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) The Partner's breach of these Partner Terms. (b) The Partner's promotional activities, including any claims of false advertising, intellectual property infringement, or consumer protection violations. (c) The Partner's violation of any applicable laws or regulations. (d) Any third-party claims arising from the Partner's actions or omissions.

Term: These Partner Terms are effective from the date your Partner Program application is approved and continue indefinitely until terminated by either party. Termination by either party: (a) Either party may terminate these Partner Terms at any time by providing 30 days' written notice (via email) to the other party. (b) During the notice period, the Partner may continue promotional activities, and Commissions on Qualifying Sales made during this period will be processed normally. Immediate termination by SimForMe: SimForMe may terminate these Partner Terms immediately, without prior notice, if: (a) The Partner commits a material breach of these Partner Terms (including, without limitation, any prohibited conduct listed in Section 9). (b) The Partner engages in fraudulent activity. (c) The Partner's actions cause or are likely to cause legal liability or reputational harm to SimForMe. (d) Required by law or regulatory order. Effects of termination: (a) Confirmed Commissions: Any Commissions confirmed before the termination date will be paid out in accordance with Section 6, provided the minimum payout threshold is met. If the confirmed balance is below the minimum threshold, SimForMe will make a final payout regardless of the threshold. (b) Unconfirmed Commissions: Commissions still within the Confirmation Period at the date of termination are forfeited, unless termination is initiated by the Partner under Section 13(a). (c) Brand assets: The Partner must immediately cease all use of SimForMe's brand, marketing materials, and Promo Code. (d) Confidentiality: The obligations under Section 11 survive termination. SimForMe may also suspend (rather than terminate) a Partner account pending investigation of suspected violations.

SimForMe reserves the right to modify these Partner Terms at any time. Notification: We will notify Partners of material changes by email at least 30 days before the changes take effect. The notification will specify the nature of the changes and the date they take effect. Acceptance: Your continued participation in the Partner Program after the effective date of the changes constitutes acceptance of the modified Partner Terms. If you do not agree with the changes: (a) You may terminate your participation in the Partner Program by providing written notice within 30 days of receiving the change notification. (b) In such case, the previous version of the Partner Terms will apply during your notice period. (c) Confirmed Commissions earned before termination will be paid in accordance with Section 6. Non-material changes (e.g., typographical corrections, formatting) may be made without prior notice.

Governing law: These Partner Terms shall be governed by and construed in accordance with the laws of Spain. Any dispute arising from these Partner Terms shall be subject to the jurisdiction of the courts of Bilbao, Spain. For EU consumers: Nothing in these Partner Terms affects your rights under mandatory consumer protection laws of your country of residence. You may bring legal proceedings in the courts of your country of residence. For UK Partners: Nothing in these Partner Terms affects your statutory rights under applicable UK law. Severability: If any provision of these Partner Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Entire agreement: These Partner Terms, together with the SimForMe Terms of Service and Privacy Policy, constitute the entire agreement between the parties regarding the Partner Program and supersede all prior agreements, understandings, and representations. Assignment: The Partner may not assign or transfer any rights or obligations under these Partner Terms without SimForMe's prior written consent. SimForMe may assign its rights and obligations to a successor entity or affiliate. Force majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, government actions, epidemics, or internet/telecommunications failures. Notices: All notices under these Partner Terms shall be sent by email. Notices to SimForMe shall be sent to partners@simforme.com. Notices to the Partner shall be sent to the email address registered with the Partner's SimForMe account. No waiver: The failure of either party to enforce any provision of these Partner Terms shall not constitute a waiver of that provision or the right to enforce it at a later time. Online dispute resolution: You may use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. We encourage you to contact us first at partners@simforme.com to resolve any issues. Contact: For questions about these Partner Terms or the Partner Program, please contact us at partners@simforme.com.