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;

(d) the Programme Policy (Annex A) in its version current at the relevant time, containing the operational rules of the Programme, in particular on permitted channels, permitted and prohibited advertising claims, and use of Brand Materials.

The Dashboard entries referred to in (b) and the Programme Policy referred to in (d) form an integral part of the contract. TrustedDocks may amend the Programme Policy in accordance with § 15; the Programme Policy may not derogate from these Terms to the Affiliate's detriment.

(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:

(a) "Affiliate Link" means the unique referral link and/or referral code assigned to the Affiliate for the purpose of attributing referrals.

(b) "Referred User" means a person who registers a new TrustedDocks user account which is attributed to the Affiliate in accordance with § 3.

(c) "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 (assessed by, among other things, email address, company identity, domain and payment details), and (v) is not excluded under § 4(6).

(d) "Conversion" means the first payment actually received by TrustedDocks from a Referred User in respect of a paid subscription plan.

(e) "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 (qualifizierte Bestätigungsabfrage) 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.

(7) Screening. TrustedDocks is entitled to screen the Affiliate, its bodies and its beneficial owners against applicable sanctions lists (in particular the EU consolidated list and national lists of the countries in which the parties operate), both upon application and at regular intervals thereafter, and to process the data required for that purpose. The Affiliate shall provide the information reasonably required, including beneficial ownership information.

(8) Warranties upon admission. The Affiliate warrants that, at the time of admission and for the duration of participation:

(a) neither it nor its bodies or beneficial owners are designated persons under applicable sanctions law, nor owned or controlled by such persons;

(b) it will comply with applicable sanctions, embargo and export control law in connection with the Programme; and

(c) the integrity requirements under § 9(7) are met.

The Affiliate shall notify TrustedDocks without undue delay if any of these warranties ceases to be accurate.

§ 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 30 days from the Attribution Event, unless a different period is set out in the Commission Confirmation.

(4) Limits of tracking. 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. TrustedDocks will, upon substantiated request, review individual cases within reason.

(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.

Which model(s) apply, and at what rates, follows from the Commission Confirmation.

(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) Applicable rate. 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) Excluded referrals. No commission arises in respect of:

(a) self-referrals — that is, registrations by the Affiliate itself, by its bodies, employees, freelancers, affiliated undertakings within the meaning of §§ 15 et seq. AktG, or by members of the household or immediate family of any of the foregoing, and registrations of accounts otherwise controlled by the Affiliate;

(b) users who at the time of the Attribution Event already held, or previously held, a TrustedDocks user account;

(c) registrations brought about by promotional activity that is misleading, unfair, automated or otherwise unlawful, or that breaches § 9;

(d) registrations brought about through cookie stuffing, forced clicks, automated traffic, bots, incentivised traffic without prior consent, or comparable manipulation;

(e) registrations in respect of which an undisclosed conflict of interest within the meaning of § 9(7) exists — in particular where the Affiliate, or a person acting on its behalf, is a body, employee, freelancer or agent of the Referred User and this has not been disclosed and approved in accordance with § 9(7);

(f) registrations of users who are established in, or controlled from, a country subject to comprehensive sanctions, or who are designated persons under applicable sanctions law.

(7) Rate changes. 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, and Attribution Events that occurred before the change took effect, remain unaffected (§ 4(5)). Where the Affiliate does not accept the change, it may terminate participation with effect from the date the change takes effect; TrustedDocks will point this out in the notification. § 15 does not apply to commission rate changes.

(8) Forfeiture on breach. 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. The right to terminate under § 14 remains unaffected.

(9) Reversals and set-off. 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 under § 4(6)), TrustedDocks is entitled to set the amount off against future commission claims. Where no sufficient future claims arise within six months, the Affiliate shall repay the amount within 14 days of a request in text form.

§ 5 — Statements and Settlement

(1) Commission Confirmation. Upon admission, and upon each change, TrustedDocks confirms the applicable commission rates and models to the Affiliate in text form (§ 126b BGB). The current conditions are additionally displayed in the Dashboard.

(2) Monthly statement. 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. Commissions subject to the 30-day period under § 4(4)(b) are included in the statement for the month in which that period expires.

(3) Objections. The Affiliate shall review each statement and raise any objections in text form within 30 days of it being made available. Where no objection is raised within that period, the statement is deemed approved. TrustedDocks will draw the Affiliate's attention to this consequence in the statement. The Affiliate's statutory claims arising after expiry of the period remain unaffected where the Affiliate was not at fault for the delay.

(4) Minimum payout threshold. 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, unless it has lapsed under § 4(8).

(5) Payment. Payment is made by bank transfer to the account designated by the Affiliate, within 14 business days of the settlement document under § 6 becoming available. Bank charges levied by the Affiliate's bank or by intermediary banks are borne by the Affiliate.

§ 6 — Value Added Tax and Settlement Documents

(1) Self-billing as standard (Gutschriftverfahren). The parties agree that TrustedDocks settles commissions by way of a self-billing document (Gutschrift) within the meaning of § 14(2) sentence 5 UStG. TrustedDocks issues the settlement document on the Affiliate's behalf, designates it as "Gutschrift", and makes it available in the Dashboard. The Affiliate shall not additionally issue an invoice for the same supply.

(2) Affiliate's duties under the self-billing procedure. 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, tax status (in particular application of § 19 UStG, VAT liability, place of establishment) — and shall notify any changes without undue delay. The Affiliate shall review each settlement document without undue delay and object in text form where it is incorrect; § 5(3) applies accordingly.

(3) Withdrawal of the self-billing procedure. 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 paragraph (4), and payment falls due under § 5(5) upon receipt of a proper invoice.

(4) Invoicing by the Affiliate. Where the Affiliate issues invoices, these must satisfy the requirements of §§ 14, 14a UStG and contain in particular: full name and address of the Affiliate and of TrustedDocks; tax identification number or VAT identification number; date of issue; consecutive invoice number; description and period of the service; net amount, applicable VAT rate and amount, and gross amount.

(5) Small businesses (§ 19 UStG). Affiliates to whom the small business rule applies shall state this and no VAT shall be shown. The Affiliate shall notify TrustedDocks without undue delay if it ceases to qualify.

(6) Affiliates established in another EU Member State. The place of supply is Germany pursuant to § 3a(2) UStG. VAT is owed by TrustedDocks under the reverse charge mechanism (§ 13b(1), (5) UStG). Settlement documents are issued without German VAT, state the VAT identification numbers of both parties, and bear the note "Reverse charge — VAT to be accounted for by the recipient". The Affiliate shall provide a valid VAT identification number of its Member State.

(7) Affiliates established outside the EU. Settlement is made without German VAT; § 13b(1), (2) no. 1, (5) UStG applies accordingly. The Affiliate is responsible for any taxes, duties or withholdings arising in its own jurisdiction. Where TrustedDocks is required by law to withhold amounts, the payment is reduced accordingly and TrustedDocks provides the Affiliate with appropriate evidence.

(8) Electronic invoicing. The parties will issue settlement documents in a structured electronic format compliant with EN 16931 (e.g. XRechnung, ZUGFeRD) to the extent and from the point in time that this is required by law, in particular under § 14 UStG as amended by the Wachstumschancengesetz. TrustedDocks is entitled to specify the technical format and transmission channel. The Affiliate shall ensure it is able to receive and process electronic invoices.

(9) Incorrect information. Where TrustedDocks incurs a tax liability, back payment, loss of input VAT deduction, interest or penalty because the Affiliate provided incorrect or incomplete information under this § 6 or § 2(4), the Affiliate shall indemnify TrustedDocks against the resulting damage, unless the Affiliate is not responsible for the incorrect information.

§ 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. The Affiliate is obliged to declare this income.

(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 — in particular of logos, colours, proportions and claims — require prior consent in text form. TrustedDocks may issue brand guidelines, which the Affiliate shall observe.

(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. No rights are granted beyond those expressly set out in this § 8.

(5) TrustedDocks may withdraw or amend the licence at any time with effect for the future by notice in text form. Upon termination of participation, or upon withdrawal, the Affiliate shall cease all use and remove all Brand Materials, Affiliate Links and promotional content without undue delay, and in any event within 14 days.

§ 9 — Obligations of the Affiliate

(1) General. 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 (formerly TTDSG), the DSA and telemedia and trade mark law.

(2) Disclosure of the commercial purpose. 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), on every channel used — including social media, video, newsletter and messaging formats.

(3) Promotional channels. 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 with effect for the future, giving reasons. Use of channels that have been objected to is not permitted; commissions from such channels are excluded under § 4(6)(c).

(4) Prohibited practices. The Affiliate shall in particular refrain from:

(a) misleading, unfair, aggressive or anti-competitive advertising;

(b) statements about TrustedDocks or its services that are false, disparaging, discriminatory or otherwise commercially damaging, and from making representations, guarantees or commitments on behalf of TrustedDocks;

(c) sending spam, unsolicited electronic advertising or other harassing communications (§ 7 UWG); where email marketing is used, the Affiliate shall obtain and document consent by means of a double opt-in procedure and produce evidence on request;

(d) brand bidding: bidding, without prior consent in text form, on paid search advertising (Google Ads, Bing Ads, marketplace and social advertising, etc.) using the terms "TrustedDocks", "Maritime Data Systems", or terms confusingly similar to them, including common misspellings, and from using such terms in ad text, display URLs or as negative-keyword circumvention;

(e) typosquatting and the registration or use of domains, subdomains, handles or profile names containing the aforementioned terms;

(f) cookie stuffing, forced clicks, hidden or automatically triggered links, iframes, adware, browser extensions that set attribution without user action, bot or incentivised traffic, and any other manipulation of attribution;

(g) placing Affiliate Links on content that is unlawful, pornographic, extremist, violence-glorifying, discriminatory or infringes third-party rights;

(h) circumventing paragraphs (d) to (f) through third parties, sub-affiliates or networks; the Affiliate is responsible for the conduct of any third parties it engages as for its own conduct.

(5) Sub-affiliates. The engagement of sub-affiliates and the passing on of Affiliate Links to third parties require prior consent in text form.

(7) Integrity and conflicts of interest. The Affiliate shall not offer, promise or grant any advantage to bodies, employees, freelancers or agents of a prospective or Referred User in return for that person procuring or influencing the award of a contract to TrustedDocks, nor otherwise act in a manner constituting bribery or corruption in commercial practice (§§ 299, 299a, 331 et seq. StGB) or a comparable offence under applicable foreign law. In particular:

(a) The Affiliate warrants that neither it nor any person acting on its behalf is a body, employee, freelancer or agent of a Referred User at the time of the Attribution Event, unless this has been disclosed to TrustedDocks in text form before the referral and the Referred User has approved the arrangement in writing.

(b) The Affiliate shall not pass on any part of the commission, or grant any other advantage, to persons on the Referred User's side, save where paragraph (a) has been complied with.

(c) The Affiliate shall disclose without undue delay any other circumstance capable of giving rise to a material conflict of interest in relation to a referral.

TrustedDocks may refuse a referral, or make it conditional upon further evidence, where such a conflict exists.

(8) Sanctions and export control. The Affiliate shall comply with applicable sanctions, embargo and export control law in connection with its promotional activity, shall not direct promotion at designated persons or at recipients in comprehensively sanctioned territories, and shall not use the Programme to circumvent such rules. The warranties under § 2(8) apply for the duration of participation. Where a sanctions hit relating to the Affiliate arises, TrustedDocks is entitled and, where legally required, obliged to suspend the account and withhold payouts; § 14(4) applies accordingly, subject to any overriding statutory prohibition on payment.

(9) Independent contractor. The Affiliate acts as an independent contractor in its own name and for its own account. It is free in its decision whether, when, to what extent and by what means it promotes TrustedDocks. It owes no promotional activity, is subject to no minimum targets, no exclusivity, no territorial allocation and no instructions as to the organisation of its activity, and assumes no duties in relation to the customer relationship between TrustedDocks and Referred Users. 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) Roles. 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. In relation to the processing of personal data on the Affiliate's own channels — in particular the operation of its website, the obtaining and management of consent under § 25 TDDDG and the use of its own reach-measurement and advertising tools — the Affiliate is the controller in its own right.

(2) Consent. Attribution under § 3 is based on the storage of, and access to, information on the user's terminal equipment. The Affiliate shall ensure that, where such storage or access is triggered on its own channels, the consent required under § 25(1) TDDDG is obtained in a legally compliant manner, and that it is documented and can be withdrawn. Where consent is not obtained or is withdrawn, no attribution takes place and no commission entitlement arises (§ 3(4)).

(3) Transparency duties of the Affiliate. 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) No access to user data. The Affiliate receives no access to personal data of Referred Users. Data is made available to it exclusively in aggregated form via the Dashboard.

(5) Joint controllership. Should the parties, contrary to paragraph (1), jointly determine the purposes and means of a processing operation, they undertake to conclude an arrangement pursuant to Art. 26 GDPR without undue delay. Neither party is entitled to assume joint controllership unilaterally.

(6) The Affiliate's own data. TrustedDocks processes the Affiliate's data for the purpose of performing this contract. Details are set out in the privacy policy at [LINK].

(7) Each party shall notify the other without undue delay of any supervisory authority proceedings or data subject claims relating to the Programme, and shall provide reasonable support in responding.

§ 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 or fraudulently concealed a defect.

(2) In cases of slight negligence, TrustedDocks is liable only for the breach of an obligation the fulfilment of which is essential to the proper performance of this contract and on the observance of which the Affiliate may regularly rely (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, nor the completeness of attribution (§ 3(4)). Maintenance windows and temporary interruptions do not give rise to claims, save within the limits of paragraphs (1) and (2).

(5) The above limitations of liability apply equally in favour of the legal representatives, employees and vicarious agents (Erfüllungsgehilfen) of TrustedDocks.

(6) A reversal of the burden of proof to the detriment of the Affiliate is not associated with the above provisions.

§ 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 or by third parties engaged by it — 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, such consent not to be unreasonably withheld. TrustedDocks shall consult the Affiliate on the conduct of the defence. Where TrustedDocks fails to comply with these duties, the indemnity is reduced to the extent that the breach has increased the damage.

(3) Where an authority or court prohibits promotional activity of the Affiliate, or where a warning letter (Abmahnung) is received, the Affiliate shall notify TrustedDocks without undue delay and cease the activity concerned.

§ 13 — Confidentiality

(1) The parties shall keep confidential all information designated as confidential or evidently confidential from the circumstances that they receive in connection with the Programme — 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:

(a) was already lawfully known to the receiving party without an obligation of confidentiality;

(b) is or becomes publicly known without breach of this contract;

(c) was lawfully disclosed to the receiving party by a third party without an obligation of confidentiality;

(d) was developed independently by the receiving party without use of the confidential information; or

(e) must be disclosed on the basis of mandatory law, a court decision or an official order; in such case the disclosing party shall, where legally permissible, notify the other party in advance and limit disclosure to the necessary extent.

(3) Disclosure to advisers bound by professional secrecy, and to employees on a need-to-know basis, is permitted where they are bound to equivalent confidentiality.

(4) The confidentiality obligation applies for the duration of participation and for a further three years after its end. In respect of trade secrets within the meaning of § 2 no. 1 GeschGehG, it applies for as long as the requirements of that provision are met. The parties agree that this § 13 constitutes a reasonable confidentiality measure within the meaning of § 2 no. 1(b) GeschGehG.

(5) Upon termination of participation, the Affiliate shall, at TrustedDocks' request, return or delete confidential information in its possession, subject to statutory retention obligations.

§ 14 — Term, Termination and Suspension

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

(2) Ordinary termination. 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) Extraordinary termination. 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 or attempts to do so (§ 9(4)(f));

(b) seriously or repeatedly breaches § 9, in particular the prohibitions on unfair advertising, spam or brand bidding;

(c) provides materially incorrect information under § 2(4) or § 6(2);

(d) breaches data protection obligations under § 10 in a manner exposing TrustedDocks to a material risk; or

(e) damages the reputation of TrustedDocks in a manner that is not merely insignificant;

(f) breaches the integrity requirements under § 9(7), in particular by failing to disclose a conflict of interest or by passing on commission to persons on the Referred User's side; or

(g) is affected by a sanctions hit, or breaches § 9(8), or the warranties under § 2(8) prove to be inaccurate.

(4) Suspension. Where there is a substantiated suspicion of a breach under paragraph (3), 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, give it the opportunity to comment, and decide without undue delay, and in any event within 30 days of the Affiliate's comments. Where the suspicion is not confirmed, withheld amounts are paid out without undue delay.

(5) Effect on entitlements. Commission entitlements that arose before the termination took effect remain unaffected and are settled in accordance with §§ 5 and 6, subject to § 4(8). Attribution Events that occurred before the termination took effect and lead to a Qualified Registration or Conversion within the attribution window under § 3(3) still give rise to entitlements. No entitlement arises in respect of Attribution Events occurring after the termination took effect.

(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, the closing of a gap that has arisen, or the introduction of new services or functions — and provided the amendment does not disturb the balance of the contractual relationship to the Affiliate's detriment.

(2) Amendments are notified to the Affiliate in text form no later than 30 days before they are due to take effect. The notification shall set out the amended provisions, the reason for the amendment, the right of objection under paragraph (3) and the consequences of failing to object.

(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. Where the Affiliate objects, either party may terminate participation with effect from the date the amendment was due to take effect; failing termination, participation continues on the previous Terms unless continuation on those Terms is unreasonable for TrustedDocks.

(4) This § 15 does not apply to changes to commission rates and models; § 4(7) applies exclusively to these. Nor does it apply to changes to the essential main obligations of the contract, which require a separate agreement.

§ 16 — Final Provisions

(1) Governing law. 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) and of its conflict-of-law rules.

(2) Jurisdiction. Where the Affiliate is a merchant (Kaufmann), a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, Germany. In all other cases the statutory places of jurisdiction apply. TrustedDocks remains entitled in all cases to bring proceedings at the Affiliate's general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

(3) Language. These Terms are drawn up in English. [OPTION A: The English version is authoritative; any translation is provided for convenience only.] / [OPTION B: A German version is available at [LINK]; in the event of discrepancies, the German version prevails.] The contractual language and the language of communication is English and/or German.

(4) Assignment. The Affiliate may assign claims under this contract to third parties only with prior consent in text form; § 354a HGB remains unaffected. TrustedDocks may transfer this contract, or individual rights and obligations under it, to an affiliated undertaking or to an acquirer of the business; the Affiliate may terminate participation within 30 days of notification.

(5) Set-off and retention. The Affiliate may set off only against claims that are undisputed or have been finally determined by a court, and may exercise a right of retention only in respect of claims arising from the same contractual relationship.

(6) Text form. Amendments and supplements to this contract, including to this requirement of form, must be made in text form (§ 126b BGB), subject to § 15 and § 4(7).

(7) No side agreements. 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) Severability. Should any provision of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions is not affected. In place of the invalid or unenforceable provision, the statutory provisions apply. Where no statutory provision is available and the resulting gap would lead to an outcome unacceptable to either party, the parties shall agree a valid provision that comes closest to the economic purpose of the invalid provision.

Maritime Data Systems GmbH — Hamburg, Germany

Version 2.1 · Effective [DATE] · Previous versions archived at [LINK]