Terms of Service

1. Definitions

2. Eligibility & Registration

2.1 Eligibility Requirements

To become a Partner, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding agreements
• If registering as a business, be duly authorised to bind the entity
• Not be prohibited from participating under applicable laws
• Not have been previously terminated from the programme for cause
• Provide accurate and complete registration information

2.2 Registration Process

To register:

• Complete the online application form at bennovate.co.uk/join
• Provide required identification and tax documentation
• Accept these Terms and our Privacy Policy
• Await approval (we may request additional information)

2.3 Acceptance

Registration does not guarantee acceptance. We reserve the right to accept or reject applications at our discretion. Acceptance is confirmed by email notification and activation of your partner portal access.

2.4 Account Maintenance

You must keep your account information current and accurate, maintain the security of your login credentials, and promptly notify us of any unauthorised access. You are responsible for all activities under your account.

2.5 No Purchase Required

3. Partner Categories

The Bennovate Partner Programme includes the following partner types:

3.1 Affiliate Partner

• Entry-level tier open to all approved applicants
• Promote Avantwerk using provided referral links and materials
• Earn Tier 1 commissions on direct customer referrals
• Basic registration requirements

3.2 Sales Partner

• Active sales role with direct customer engagement
• Eligible for Tier 2 commissions after demonstrating sales capability
• May recruit and mentor other Partners (Downline)
• Enhanced registration requirements (ID verification, tax documentation)

3.3 S&I (Sales & Implementation) Partner

• Combines sales and implementation capabilities
• Can deliver Avantwerk implementation services to customers
• Eligible for Tier 2 and Tier 3 commissions
• Full business verification required

3.4 Implementation Partner

• Certified to deliver all Avantwerk implementation packages
• Comprehensive due diligence and certification required
• Professional liability insurance required
• Highest commission rates and priority project assignment

3.5 Advancement

Partners may advance to higher tiers by meeting specified criteria, including sales performance, training completion, and verification requirements. Advancement criteria are published in our Partner Portal.

4. Commission Structure

4.1 Commission Overview

Partners earn commissions based on Qualifying Sales. Commission rates depend on your Partner tier, your level within that tier, and the type of sale.

4.2 Partner Levels & Requirements

Each Partner programme has four levels based on active subscription requirements:

4.3 Subscription Sales Commission

Commission on recurring Avantwerk subscription sales:

Note: Tier 2 and Tier 3 commissions require reaching at least Standard level (5 active subscriptions). Junior Partners only earn Tier 1 commissions on their direct sales.

4.4 Implementation Package Sales Commission

Commission on implementation package sales (Ignite AI, Elevate AI, Momentum AI, Apex AI):

Additional Requirements: Pro level requires 3 new clients/month. Elite level requires 5 new clients/month.

4.5 Implementation Delivery Commission

For S&I Partners and Implementation Partners who deliver implementation services:

• Separate Contract: Each implementation project is contracted separately between Bennovate and the Implementation Partner
• Fee Structure: May be specified as a fixed fee per project, negotiated based on scope and complexity
• KPI Bonus: Up to 30% additional commission based on meeting quality and delivery KPIs

4.6 Recurring Commissions

Subscription commissions are recurring and paid for as long as the referred customer maintains their subscription, subject to the following:

• You remain an active Partner in good standing
• The customer’s subscription remains active and paid
• No clawback conditions apply (see Section 4.8)

4.7 Qualifying Sale Requirements

For a sale to qualify for commission:

• Customer must be a legitimate end-user (not a Partner purchasing for personal use)
• Sale must be properly attributed via referral link or Partner code
• Payment must be received and cleared
• Customer must not be a prohibited self-referral
• Sale must comply with all programme rules

4.8 Clawback and Adjustments

Commissions may be adjusted or clawed back if:

• The customer receives a refund within the refund period
• The customer’s payment is reversed (chargeback)
• The sale is found to be fraudulent or in violation of programme rules
• Commission was paid in error

5. Payment Terms

5.1 Payment Schedule

• Commissions are calculated monthly based on Qualifying Sales
• Payment is made within 14 calendar days of the following month-end
• Minimum payout threshold: £50 GBP (or equivalent)
• Balances below threshold roll over to the next month

5.2 Payment Methods

We pay commissions via:

• Bank transfer (SEPA for EU, SWIFT for international)
• PayPal (where available)
• Wise (TransferWise)

You are responsible for any fees charged by your bank or payment provider.

5.3 Invoicing

Bennovate will auto-generate commission invoices on your behalf where permitted by law. Alternatively, you may be required to submit invoices through the Partner Portal. Commission statements are available in your Partner Portal.

5.4 Tax Obligations

• You are responsible for reporting and paying all taxes on your commissions
• Provide accurate tax identification (VAT/NIP number where applicable)
• We may withhold taxes where required by law
• Annual commission summaries (e.g., PIT-8C in Poland) will be provided

5.5 Currency

Commissions are calculated and paid in the currency of the original sale (GBP, EUR, PLN, or USD). Currency conversion, if needed, is based on exchange rates at time of payment.

6. Partner Obligations

6.1 Conduct Standards

As a Partner, you agree to:

• Act professionally, ethically, and in good faith
• Comply with all applicable laws and regulations
• Provide accurate information to customers and prospects
• Not make false, misleading, or exaggerated claims
• Honour commitments made to customers
• Respond to customer enquiries promptly and professionally

6.2 Prohibited Activities

You must NOT:

• Make income claims or guarantees (except sharing official income disclosures)
• Use spam, unsolicited messaging, or deceptive marketing tactics
• Misrepresent Avantwerk features, pricing, or capabilities
• Engage in self-referrals or artificial transactions
• Recruit Partners primarily for recruitment bonuses (we don’t pay them)
• Disparage Bennovate, Avantwerk, or other Partners
• Violate intellectual property rights
• Engage in activities that damage our reputation

6.3 Training Requirements

Partners must complete required training modules within specified timeframes. Certain partner tiers require ongoing training and certification maintenance.

6.4 Compliance Monitoring

We monitor Partner activities for compliance. You agree to cooperate with compliance enquiries and audits. Violations may result in warnings, suspension, or termination.

7. Marketing & Branding

7.1 Marketing Materials

We provide approved marketing materials through the Partner Portal, including:

• Product descriptions and feature lists
• Logos, images, and brand assets
• Email templates and social media content
• Presentation decks and sales collateral

7.2 Brand Guidelines

When using our brands:

• Follow the brand guidelines provided
• Do not modify logos or brand elements
• Clearly identify yourself as a Partner, not an employee
• Get approval for custom marketing materials

7.3 Advertising Restrictions

• Do not bid on “Avantwerk” or “Bennovate” brand terms in paid search without approval
• Do not create websites that could be confused with official Avantwerk/Bennovate sites
• Comply with advertising platform policies
• Include required disclosures for affiliate content

7.4 Testimonials and Reviews

If sharing testimonials or reviews, you must comply with FTC guidelines and equivalent regulations, including disclosing your partner relationship when required.

8. Network Marketing Compliance

8.1 Anti-Pyramid Scheme Measures

Our programme incorporates the following safeguards:

• Product Focus: Commissions are based on sales to end customers, not on recruiting new Partners
• No Recruitment Bonuses: There is no payment for simply recruiting new Partners
• No Purchase Requirements: Partners are not required to buy products to join or earn commissions
• Real Products: Avantwerk is a genuine SaaS product with substantial value to end users
• Reasonable Pricing: Products are priced competitively based on market value
• Limited Tiers: Commission structure is limited to 3 tiers maximum

8.2 Tier 2/3 Qualification

To prevent a recruitment-focused structure, Tier 2 and Tier 3 commissions are only available to Partners who have:

• Demonstrated personal sales capability (minimum direct sales threshold)
• Completed required training on ethical network marketing
• Maintained compliance with programme rules

8.3 Income Disclosure

We publish an Income Disclosure Statement that provides realistic information about Partner earnings. Key points:

• Most Partners earn modest supplemental income
• Significant income requires substantial time and sales effort
• Past performance does not guarantee future results
• Income varies significantly based on individual effort and market conditions

8.4 Regulatory Framework

Our programme complies with:

• EU: Directive 2005/29/EC (Unfair Commercial Practices)
• Poland: Act on Counteracting Unfair Market Practices
• UK: Consumer Protection from Unfair Trading Regulations 2008
• Germany: Gesetz gegen den unlauteren Wettbewerb (UWG)
• Spain: Ley de Competencia Desleal

8.5 Partner Compliance Responsibilities

As a Partner, you must:

• Not make exaggerated income claims or guarantees
• Share the Income Disclosure Statement with prospects
• Focus on product value, not primarily on income opportunity
• Report suspected violations by other Partners

9. Implementation Services

9.1 Implementation Partner Requirements

To deliver implementation services, Implementation Partners must:

• Complete Avantwerk certification training
• Maintain professional liability insurance (minimum coverage specified in certification)
• Sign the Implementation Partner Addendum
• Meet quality standards and SLAs

9.2 Service Delivery

• Implementation services are delivered under Avantwerk’s Professional Services Agreement with the customer
• Partners deliver services as independent contractors, not as Bennovate employees
• Quality standards and delivery timelines must be met
• Customer satisfaction is monitored and affects future project assignments

9.3 Commission Separation

10. Intellectual Property

10.1 Our Intellectual Property

The Bennovate and Avantwerk brands, logos, marketing materials, software, and all related intellectual property belong to Bennovate. Your participation in the programme does not grant you ownership of any IP.

10.2 Limited Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to use our trademarks and marketing materials solely for programme-related activities, subject to our brand guidelines.

10.3 Restrictions

• Do not modify our trademarks or logos
• Do not register domain names containing our brand names
• Do not create materials that could be confused with official content
• Cease use of all IP upon termination

11. Confidentiality

11.1 Confidential Information

You may receive confidential information including commission rates, business strategies, customer data, and technical information. You agree to keep this information confidential and use it only for programme purposes.

11.2 Customer Data

If you receive access to customer data in connection with implementation services, you must handle it in accordance with our Privacy Policy and applicable data protection laws. Do not use customer data for purposes other than providing agreed services.

11.3 Duration

Confidentiality obligations survive termination of your partnership and continue for 3 years after termination, or longer for trade secrets.

12. Warranties & Disclaimers

12.1 Your Representations

You represent and warrant that:

• You meet all eligibility requirements
• Information you provide is accurate and complete
• You will comply with all applicable laws
• You have the right to enter into this Agreement

12.2 Disclaimers

13. Limitation of Liability

13.1 Exclusions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BENNOVATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

13.2 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13.3 Indemnification

You agree to indemnify and hold harmless Bennovate from claims arising from your breach of these Terms, your marketing activities, or your delivery of implementation services.

14. Termination

14.1 Termination by You

You may terminate your partnership at any time by providing written notice. Termination takes effect 30 days after notice.

14.2 Termination by Us

We may terminate your partnership:

• For Cause: Immediately for material breach, fraud, unethical conduct, or legal violations
• For Convenience: With 30 days’ notice
• For Inactivity: If no qualifying sales in 12 consecutive months

14.3 Effect of Termination

• Access to Partner Portal will be revoked
• Pending commissions will be paid per normal schedule if no clawback applies
• Recurring commissions cease (you lose rights to future recurring payments)
• You must cease all use of our IP and marketing materials
• Confidentiality and indemnification obligations survive

14.4 Commission Forfeiture

If terminated for cause (fraud, material breach, etc.), you forfeit all unpaid commissions. If terminated for convenience or voluntary withdrawal, commissions earned prior to termination will be paid.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of Poland. For Partners in the United Kingdom, UK law may apply to the extent required by mandatory consumer protection laws.

15.2 Informal Resolution

Before initiating formal proceedings, contact us at [email protected] to attempt resolution. Most issues can be resolved through discussion.

15.3 Jurisdiction

Disputes that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the courts in Łódź, Poland. EU consumers may also bring proceedings in their country of residence.

16. General Provisions

16.1 Independent Contractor

You are an independent contractor, not an employee, agent, or franchisee. You are solely responsible for your own taxes, insurance, and business expenses.

16.2 Non-Exclusivity

This is a non-exclusive arrangement. You may promote other products and services, provided they do not directly compete with Avantwerk and do not violate these Terms.

16.3 Amendments

We may modify these Terms with 30 days’ notice. Material changes will be communicated via email. Continued participation after changes take effect constitutes acceptance.

16.4 Assignment

You may not assign your partnership without our written consent. We may assign our rights to an affiliate or successor.

16.5 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions continue in effect.

16.6 Entire Agreement

These Terms, together with any addenda and policies referenced herein, constitute the entire agreement between you and Bennovate regarding the Partner Programme.

17. Contact Information

If you have questions about these Terms, please contact us: