Affiliate Programme — Terms and Conditions

§ 1 — Scope, Contractual Documents and Definitions

(1) These Terms and Conditions ("Terms") govern participation in the affiliate programme operated by TrustedDocks at www.trusteddocks.com (the "Programme").

(2) The Programme enables registered participants ("Affiliate" or "Partner") to earn commissions for referring new customers to TrustedDocks.

(3) The contract between TrustedDocks and the Affiliate consists of, in the following order of precedence: (a) any individual written agreement expressly designated as taking precedence over these Terms; (b) the Commission Confirmation pursuant to § 5(1), including the commission conditions displayed in the Affiliate's backoffice dashboard (the "Dashboard"); (c) these Terms. The Dashboard entries referred to in (b) form an integral part of the contract.

(4) The Programme is directed exclusively at entrepreneurs within the meaning of § 14 BGB. It is not open to consumers within the meaning of § 13 BGB. The Affiliate warrants upon registration that it is acting in the exercise of its commercial or independent professional activity.

(5) Deviating, conflicting or supplementary terms of the Affiliate do not become part of the contract, even if TrustedDocks performs without reservation in knowledge of them, unless TrustedDocks has expressly consented to their validity in text form.

(6) Definitions:

• "Affiliate Link" means the unique referral link and/or referral code assigned to the Affiliate for the purpose of attributing referrals.
• "Referred User" means a person who registers a new TrustedDocks user account which is attributed to the Affiliate in accordance with § 3.
• "Qualified Registration" means the creation of a new TrustedDocks user account which (i) has been attributed to the Affiliate under § 3, (ii) has completed email verification, (iii) is linked to a company registration verified by TrustedDocks, (iv) does not duplicate an existing or previously existing account, and (v) is not excluded under § 4(6).
• "Conversion" means the first payment actually received by TrustedDocks from a Referred User in respect of a paid subscription plan.
• "Attribution Event" means the click on the Affiliate Link that results in attribution under § 3(2).

§ 2 — Eligibility and Formation of Contract

(1) Participation requires an existing, active TrustedDocks user account with a linked and verified company registration, and a valid tax identification number or VAT identification number.

(2) Registration for the Programme constitutes an offer by the Affiliate to conclude a contract on the basis of these Terms. The contract is formed only upon TrustedDocks' admission of the Affiliate to the Programme, confirmed in text form (§ 126b BGB) by email.

(3) TrustedDocks is free to reject applications. There is no entitlement to admission.

(4) The Affiliate warrants that all information provided — in particular company name, legal form, address, tax identification number and/or VAT identification number, and contact details — is complete and accurate. Changes must be notified to TrustedDocks without undue delay in text form.

(5) TrustedDocks is entitled to verify the Affiliate's VAT identification number by way of a qualified confirmation request with the Federal Central Tax Office (BZSt) and to suspend payouts until verification has been successfully completed.

(6) Upon admission, the Affiliate receives one or more Affiliate Links.

§ 3 — Tracking, Attribution and Its Limits

(1) Attribution is performed by means of a cookie and/or comparable technology set when a user clicks the Affiliate Link and subsequently registers on the TrustedDocks platform.

(2) Last click wins. Where a user clicks Affiliate Links of more than one Affiliate, the registration is attributed to the Affiliate whose Affiliate Link was clicked last before registration, provided that click occurred within the applicable attribution window. Attribution to more than one Affiliate is excluded.

(3) The attribution window ("cookie duration") is 90 days from the Attribution Event, unless a different period is set out in the Commission Confirmation.

(4) The Affiliate acknowledges that attribution depends on technical circumstances outside TrustedDocks' control — in particular the user's refusal or withdrawal of cookie consent, deletion or blocking of cookies, browser tracking-prevention mechanisms, ad blockers, and device or browser changes between click and registration. A commission entitlement arises only in respect of registrations actually recorded and attributed by TrustedDocks' tracking system. There is no entitlement in respect of referrals that were not recorded, and no obligation on TrustedDocks to reconstruct them retrospectively.

(5) The Affiliate may only use Affiliate Links on promotional channels notified to and not objected to by TrustedDocks (§ 9(3)).

§ 4 — Commissions

(1) Commission rates and models are agreed individually upon admission, confirmed in text form pursuant to § 5(1), and displayed in the Dashboard.

(2) Commission models comprise: (a) Signup Commission: a fixed amount per Qualified Registration; (b) Conversion Commission: a fixed amount or a percentage of the first payment made by a Referred User upon Conversion.

(3) All commission amounts are net amounts, exclusive of any value added tax. Value added tax is added where legally applicable (§ 6).

(4) A commission entitlement arises when: (a) for the Signup Commission: a Qualified Registration has occurred within the attribution window under § 3(3); and (b) for the Conversion Commission: a Conversion has additionally taken place in respect of a Qualified Registration, and no cancellation, revocation, chargeback, refund or payment default has occurred within 30 days of receipt of payment.

(5) The commission rate applicable to a given entitlement is the rate in force at the time of the Attribution Event. Subsequent rate changes under § 4(7) do not affect Attribution Events that occurred before the change took effect.

(6) No commission arises in respect of: (a) self-referrals; (b) users who already held a TrustedDocks account; (c) registrations brought about by misleading, unfair, automated or otherwise unlawful promotional activity; (d) registrations brought about through cookie stuffing, forced clicks, automated traffic, bots, incentivised traffic without prior consent, or comparable manipulation.

(7) TrustedDocks may change commission rates and models for the future, giving 30 days' notice in text form to the end of a calendar month. Entitlements that have already arisen remain unaffected.

(8) Where the Affiliate breaches these Terms, TrustedDocks is entitled to withhold or reclaim commission entitlements only to the extent that the breach is causally connected to the commissions concerned.

(9) Where a commission that has already been paid out subsequently lapses (in particular through chargeback, refund, revocation or the subsequent discovery of an exclusion ground), TrustedDocks is entitled to set the amount off against future commission claims.

§ 5 — Statements and Settlement

(1) Upon admission, and upon each change, TrustedDocks confirms the applicable commission rates and models to the Affiliate in text form (§ 126b BGB).

(2) TrustedDocks provides the Affiliate with a statement of commissions that arose in the preceding calendar month, by no later than the 10th business day of the following month, in the Dashboard.

(3) The Affiliate shall review each statement and raise any objections in text form within 30 days of it being made available.

(4) The minimum payout amount is EUR 50.00 net. Where the balance is below this amount, it is carried forward to the following month. Upon termination of participation, the outstanding balance becomes payable in full irrespective of the threshold.

(5) Payment is made by bank transfer to the account designated by the Affiliate, within 14 business days of the settlement document becoming available.

§ 6 — Value Added Tax and Settlement Documents

(1) The parties agree that TrustedDocks settles commissions by way of a self-billing document (Gutschrift) within the meaning of § 14(2) sentence 5 UStG.

(2) The Affiliate shall provide TrustedDocks with all information required for a correct settlement document — in particular full name and address, tax identification number and/or VAT identification number, and tax status.

(3) Either party may terminate the self-billing arrangement for the future by notice in text form. In that case the Affiliate shall issue proper invoices in accordance with §§ 14, 14a UStG.

(4) Affiliates who qualify as small businesses under § 19 UStG (Kleinunternehmerregelung) must note this accordingly. No VAT shall be shown.

(5) For Affiliates based in another EU Member State, the reverse-charge mechanism under § 13b UStG applies. Settlement documents are issued without German VAT and bear the note "Reverse charge — VAT to be accounted for by the recipient".

(6) For Affiliates established outside the EU, settlement is made without German VAT. The Affiliate is responsible for any taxes, duties or withholdings arising in its own jurisdiction.

(7) The parties will issue settlement documents in a structured electronic format compliant with EN 16931 (e.g. XRechnung, ZUGFeRD) to the extent required by law.

(8) Where TrustedDocks incurs a tax liability because the Affiliate provided incorrect or incomplete information, the Affiliate shall indemnify TrustedDocks against the resulting damage.

§ 7 — Taxes of the Affiliate

(1) The Affiliate is solely responsible for the proper recording, declaration and taxation of all income received under the Programme.

(2) Depending on the Affiliate's circumstances, commissions constitute income from a trade or business (§ 15 EStG) or income from self-employment (§ 18 EStG), or corresponding income under the tax law applicable to the Affiliate.

(3) Where the Affiliate is subject to VAT, it must properly account for and remit VAT on its commissions.

(4) TrustedDocks does not provide tax or legal advice. The Affiliate is advised to consult its own tax adviser.

§ 8 — Licence to Use Brand Materials

(1) For the duration of participation, TrustedDocks grants the Affiliate a simple (non-exclusive), non-transferable, non-sublicensable, revocable and territorially unrestricted right to use the trade marks, logos, banners, texts, images and other promotional materials made available by TrustedDocks ("Brand Materials"), solely for the purpose of promoting TrustedDocks under this contract.

(2) Brand Materials may be used only in the form provided. Modifications require prior consent in text form.

(3) The Affiliate shall not apply for or register any trade marks, domain names, social media handles, app names or company names that are identical or confusingly similar to the Brand Materials or to the designations "TrustedDocks" or "Maritime Data Systems".

(4) All rights in the Brand Materials remain with TrustedDocks.

(5) TrustedDocks may withdraw or amend the licence at any time. Upon termination, the Affiliate shall cease all use and remove all Brand Materials within 14 days.

§ 9 — Obligations of the Affiliate

(1) The Affiliate shall use the Affiliate Link and the Brand Materials exclusively within the scope of lawful promotional activity, and shall comply with all applicable law — in particular the UWG, the GDPR, the TDDDG, the DSA and telemedia and trade mark law.

(2) The Affiliate shall clearly identify the commercial purpose of its promotion and disclose the affiliate relationship in a manner that is unambiguous and immediately recognisable (§ 5a(4) UWG).

(3) The Affiliate shall notify TrustedDocks of the websites, apps, social media profiles and other channels on which it intends to use the Affiliate Link, before first use. TrustedDocks may object to individual channels at any time.

(4) The Affiliate shall in particular refrain from:

• misleading, unfair, aggressive or anti-competitive advertising;
• false or disparaging statements about TrustedDocks;
• spam, unsolicited electronic advertising or harassing communications (§ 7 UWG);
• brand bidding on paid search advertising using "TrustedDocks", "Maritime Data Systems" or similar terms without prior written consent;
• typosquatting and registration of confusingly similar domains;
• cookie stuffing, forced clicks, hidden links, bot or incentivised traffic;
• placing Affiliate Links on unlawful, pornographic, extremist or discriminatory content.

(5) The engagement of sub-affiliates requires prior consent in text form.

(6) The Affiliate acts as an independent contractor. No employment relationship, partnership, joint venture, franchise or commercial agency relationship within the meaning of §§ 84 et seq. HGB is established. The Affiliate is responsible for its own tax and social security obligations.

§ 10 — Data Protection and Cookies

(1) In relation to the processing of personal data of Referred Users on the TrustedDocks platform, TrustedDocks is the controller within the meaning of Art. 4(7) GDPR.

(2) The Affiliate shall ensure that, where cookie storage is triggered on its own channels, the consent required under § 25(1) TDDDG is obtained in a legally compliant manner.

(3) The Affiliate shall inform users about the affiliate relationship, the use of attribution cookies and the associated processing in its privacy policy and cookie notice, in accordance with Art. 12–14 GDPR.

(4) The Affiliate receives no access to personal data of Referred Users. Data is made available exclusively in aggregated form via the Dashboard.

§ 11 — Liability

(1) TrustedDocks is liable without limitation for damage caused intentionally or by gross negligence, for damage arising from injury to life, body or health, under the Product Liability Act, and to the extent that TrustedDocks has assumed a guarantee.

(2) In cases of slight negligence, TrustedDocks is liable only for the breach of a cardinal obligation, and in such cases only for foreseeable damage typical of this type of contract.

(3) Any further liability is excluded. In particular, liability for indirect damage, consequential damage, lost profits, lost commission opportunities and data loss is excluded within the limits of paragraphs (1) and (2).

(4) TrustedDocks does not warrant the uninterrupted availability of the platform, the Affiliate Links, the tracking system or the Dashboard.

§ 12 — Indemnification

(1) The Affiliate shall indemnify TrustedDocks against all third-party claims, including reasonable costs of legal defence, asserted against TrustedDocks on the basis of promotional activity carried out by the Affiliate — in particular claims under competition, trade mark, copyright, telemedia or data protection law — unless the Affiliate is not responsible for the circumstance giving rise to the claim.

(2) TrustedDocks shall notify the Affiliate of any such claim without undue delay, shall give the Affiliate the opportunity to comment, and shall not acknowledge or settle the claim without the Affiliate's consent.

§ 13 — Confidentiality

(1) The parties shall keep confidential all information designated as confidential or evidently confidential from the circumstances — on the part of the Affiliate, in particular commission rates and models, individually agreed conditions, statement data, technical details of the tracking system and non-public product information — and shall use it solely for the purposes of this contract.

(2) The confidentiality obligation does not apply to information which was already lawfully known, is publicly known, was lawfully disclosed by a third party, was developed independently, or must be disclosed on the basis of mandatory law.

(3) The confidentiality obligation applies for the duration of participation and for a further three years after its end.

§ 14 — Term, Termination and Suspension

(1) Participation is entered into for an indefinite period.

(2) Either party may terminate participation with 14 days' notice to the end of a calendar month, without stating reasons, by notice in text form.

(3) The right of either party to terminate for good cause without notice remains unaffected. Good cause exists for TrustedDocks in particular where the Affiliate: (a) manipulates attribution; (b) seriously or repeatedly breaches § 9; (c) provides materially incorrect information; (d) breaches data protection obligations; or (e) damages the reputation of TrustedDocks.

(4) Where there is a substantiated suspicion of a breach, TrustedDocks may suspend the Affiliate account and withhold pending payouts until the matter has been clarified. TrustedDocks shall inform the Affiliate of the grounds without undue delay and decide within 30 days.

(5) Commission entitlements that arose before the termination took effect remain unaffected and are settled in accordance with §§ 5 and 6. Attribution Events that occurred before the termination and lead to a Qualified Registration or Conversion within the attribution window still give rise to entitlements.

(6) Upon termination, § 8(5) applies to the removal of Brand Materials and Affiliate Links. TrustedDocks may deactivate Affiliate Links after the termination takes effect.

§ 15 — Amendments to These Terms

(1) TrustedDocks may amend these Terms with effect for the future where there is a legitimate reason — in particular a change in the legal or regulatory position, case law, a change in the technical or operational conditions of the Programme, or the introduction of new services or functions.

(2) Amendments are notified to the Affiliate in text form no later than 30 days before they are due to take effect.

(3) The Affiliate may object to the amendment in text form before it takes effect. Where the Affiliate does not object within that period, the amendment is deemed accepted.

(4) This § 15 does not apply to changes to commission rates and models; § 4(7) applies exclusively to these.

§ 16 — Final Provisions

(1) This contract is governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, Germany, to the extent permitted by law.

(3) These Terms are drawn up in English. The English version is authoritative.

(4) The Affiliate may assign claims under this contract only with prior consent in text form. TrustedDocks may transfer this contract to an affiliated undertaking or to an acquirer of the business.

(5) The Affiliate may set off only against claims that are undisputed or have been finally determined by a court.

(6) Amendments and supplements to this contract must be made in text form (§ 126b BGB).

(7) There are no oral side agreements. The contractual documents listed in § 1(3) constitute the entire agreement between the parties in relation to the Programme.

(8) Should any provision of these Terms be or become invalid, the validity of the remaining provisions is not affected. In place of the invalid provision, the statutory provisions apply (severability clause).