Lano Affiliate Partnership Program: Terms and Conditions

Version 01.03.2024

The following terms and conditions (the "Terms") are entered into between by Lano Software GmbH with a registered office at Revaler Str. 30, 10245, Berlin (“Lano”, “we”, “us”,“our”), and you ( "you" or "your", "Affiliate"), in order for you to participate in the Affiliate Partnership Program, as defined hereinbelow. Participation in the Affiliate Partnership Program is subject to these Terms, Privacy Policy, cookie policy and any other agreements we have in place with you.

By clicking the “Accept Terms” button on PartnerStack you (i) have thoroughly read, understand and agree to these Terms; and (ii) are legally capable to form a binding legal relationship with us. If you do not agree to these Terms, you are not authorized to participate in the Affiliate Partnership Program. To participate in this Affiliate Partnership Program, you must comply with these Terms at all times.

We reserve the right at our sole discretion to make changes or modifications to these Terms at any time. The updated version of the Terms will be made available here and will be indicated as the ‘Last Updated’ version with the corresponding effective date. Lano may update these Terms from time to time by a written notice (email notification suffices). If you do not object to the updated Terms in writing within thirty (30) days after receipt of the notification, such terms shall become effective and replace the previous version of the Terms.

Definitions & Interpretations
1. The following terms when used in these Terms shall have the following meaning:
  “Affiliate” means the entity or Affiliate Account holder participating in the Affiliate Partnership Program.
  “Affiliate Account”means the account of Affiliate on PartnerStack.
  “Affiliate Partnership Program” means as defined in clause 2.1 below.
  “Bonus(es)” mean referral bonuses as these are set out in clause 4 below.
  “Closed-Won Customer” means a Prospective Customer that successfully activates a business account for the first time on the Lano Platform, has gone through Lano’s verification process, has executed an agreement with Lano, if required, and has made a first-time payment to Lano for Lano Services. Several entities forming or part of a single closed-won customer will not be considered individual customers.
  “Commission(s)” mean recurring commissions as these are set out in clause 4 below.
  “Contractor Management” refers to contractor management services provided by Lano through the Lano Platform.
  “Effective Date” means the date on which you sign up for the Affiliate Partnership Program.
  “EOR” refers to the employer of record services provided by Lano through the Lano Platform.
  “PartnerStack” means the partner management platform used by Lano to enable streamlined referrals and automated commission payments.
  “Parties” refers to Affiliate and Lano together.
  “Party” means Affiliate or Lano.
  “Payroll” refers to payroll management and outsourcing services provided by Lano through the Lano Platform.
  “Payroll Consolidation” refers to payroll consolidation services provided by Lano through the Lano Platform.
  “Prospective Customers ” refers to a business or organization that may reach Lano’s Website, platform experience team or Lano otherwise as a result of the Referral from the Affiliate.
  “Referral” means the activity or activities by which you shall provide Lano with Prospective Customers.
  “Referral Date ” means the date a Closed-Won Customer made the first payment for each Lano Service.
  “Lano Platform” refers to the web-based software-as-a-service workforce management platform owned and operated by Lano.
  “Lano Services” include EOR, Payroll, Consolidation, Contractor Management and any other services provided by Lano through the Lano Platform.
  “Lano Website” is https://www.lano.io/
Participation in the Affiliate Partnership Program
1. The Affiliate Partnership Program is operated by Lano. By participating in the Affiliate Partnership Program, you promote Lano and Lano Services and refer Prospective Customers to Lano in exchange for the Bonuses and Commissions, if the Prospective Customers become Closed-Won New Customers (the “Affiliate Partnership Program”).
2. You can apply to become an Affiliate to the Affiliate Partnership Program by submitting an application to Lano. Upon being approved as an Affiliate, you will be required to accept these Terms and create an Affiliate Account that will be powered by a third-party platform called PartnerStack. Your Affiliate Account will allow you to obtain materials that you may use for the purposes of promoting Lano and making Referrals, track the number of Closed-Won Customers, get an overview of Bonuses and Commissions earned, and receive payment of Bonuses and Commissions.
Referrals
1. By way of this Affiliate Partnership Programme, you are authorized to promote and recommend Lano, Lano Platform and Lano Services to Prospective Customers, and encourage Prospective Customers to apply for a client account on Lano Platform.
2. The Referrals are to be made through one of the following:
  1. Lano will share a unique hyperlink that will link to the landing page or to any other page owned by Lano. This link will be unique for the Affiliate and will track the signups of Prospective Customers that take place as a result of such Referral; or
  2. By making an introduction of the Prospective Customer to Lano through email; or
  3. By providing the contact information of the Prospective Customer to Lano, in which case Lano will reach out to the Prospective Customer.
3. Affiliate acknowledges and agrees that Lano may, in its sole discretion, accept, decline, suspend or terminate any Prospective Customer referred by Affiliate hereunder.
4. When a Prospective Customer becomes a Closed-Won New Customer, the Affiliate is eligible to receive Bonuses and Commissions related to such Closed-Won Customer. Unless otherwise agreed between the Parties, the Affiliate is eligible to receive Bonuses and Commissions for every Lano Service a Closed-Won Customer engages Lano for, within the twelve (12) month period from the first Referral Date, i.e. from the date the first ever payment was made by the said Closed-Won Customer to Lano (e.g. if a Closed-Won Customer engages Lano for both EOR and Payroll within the twelve (12) month period from the first Referral Date, Bonuses and Commissions are payable for both such Lano Services).
5. Lano may, in its sole but reasonable discretion, discontinue and/or terminate its relationship with a Closed-Won Customer. In which case and in the event that such relationship is otherwise terminated, no more Commissions are to be paid out to the Affiliate for such Closed-Won Customers.
6. After the twelve (12) month period from the first Referral Date, i.e. from the date the first ever payment was made by the said Closed-Won Customer to Lano, the Affiliate is not eligible for any further Bonuses.
7. After the twelve (12) month period from any Referral Date,, the Affiliate is not eligible for any further Commissions.
Bonuses & Commissions
1. Lano shall pay the Affiliates as follows:
  Closed-Won EOR Customer - the Prospective Customer becomes a paying client for EOR.
  Referral Bonus: A one-time payment will be made to the Affiliate of eight hundred euro (€800) for each Closed-Won EOR Customer.
  Recurring Commissions: A monthly twenty euro (€20) revenue share for each onboarded EOR worker by the Closed-Won EOR Customer, for the first twelve (12) month period of the Closed-Won EOR Customer using EOR for the said worker, or for the whole duration that the Closed-Won EOR Customer is using EOR for the said worker if less than twelve (12) months (in the latter case, Commission is to be awarded on a pro-rata basis).
  Closed-Won Payroll Customer - the Prospective Customer becomes a paying client for Payroll.
  Referral Bonus: A one-time payment will be made to the Affiliate of eight hundred euro (€800) for each new country that a Closed-Won Payroll Customer uses Payroll, within the first twelve (12) months from the Referral Date.
  Recurring Commissions: A monthly two euro (€2) revenue share for each onboarded Payroll employee for the first twelve (12) months of the Closed-Won Payroll Customer using Payroll for the respective country or for the whole duration that Closed-Won Payroll Customer is using Payroll for the respective country if less than twelve (12) months (in the latter case, Commission is to be awarded on a pro-rata basis).
  Closed-Won Payroll Consolidation Customer - the Prospective Customer becomes a paying customer for Payroll Consolidation.
  Referral Bonus: A one-time payment will be made to the Affiliate of two hundred Euros (€200) for each country that the Closed-Won Payroll Consolidation Customer uses for Payroll Consolidation within the first twelve (12) months from the Referral Date.
  Recurring Commissions: A monthly twenty-cent euro (€0.2) revenue share for each onboarded employee under Payroll Consolidation for the first twelve (12) months of the Closed-Won Payroll Consolidation Customer using the Payroll Consolidation for the respective country or for the whole duration if less than 12 months (in the latter case, Commission is to be awarded on a pro-rata basis).
  Closed-Won Contractor Management Customer - the Prospective Customer becomes a paying customer for Contractor Management.
  Referral Bonus: A one-time payment will be made to the Affiliate of two euro (€2) revenue share for each active contractor for the first twelve (12) months from the Referral Date of the Close-Won Contractor Management Customer using Contractor Management.
  Recurring Commissions: A 0.1% of revenue share on foreign exchange (FX) fees for the first twelve (12) months of the Closed-Won Contractor Management Customer using Contractor Management or for the whole duration if less than 12 months (in the latter case, Commission is to be awarded on a pro-rata basis).
  1. Bonuses are due on the Referral Date and shall be paid by Lano within sixty (60) days from the Referral Date. The payment will be issued automatically via PartnerStack.
  2. Commissions are due on a monthly basis, starting from the Referral Date. Lano shall pay by the end of each month and insofar the Closed-Won Customer has paid Lano. The payment will be issued automatically via PartnerStack.
  3. The Affiliate may obtain a report of the Closed-Won Customers that qualify for Bonuses and Commissions by logging onto the Affiliate Account on PartnerStack. The Affiliate must promptly and carefully review all Bonuses and Commission reports on a regular basis and notify Lano of any errors or discrepancies. Any calculation by Lano of the monthly Commission amount due and owing to Affiliate that is not objected to by Affiliate within fifteen (15) days of the date such calculation has been received shall be deemed final and binding on Affiliate. If Affiliate objects to any Commission payment amount within such 15-day period, Lano shall use commercially reasonable efforts to investigate and resolve any errors or discrepancies and pay any outstanding Bonuses and/or Commissions due and owing to Affiliate. Thereafter, Lano shall be under no obligation to investigate any claims related to the amount of the Bonuses and/or Commissions and, to the extent permitted by law, Affiliate hereby releases and discharges Lano from any and all liability with respect to paying any unpaid Bonuses and/or Commissions that may otherwise have been payable to Affiliate. Affiliate hereby agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against Lano any action, suit or other proceeding concerning any such released claims.
  4. All Bonuses and Commissions shall be inclusive of all taxes, tariffs, fees, duties and costs. Payment shall be made in Euros and shall be paid to the nominated bank account appointed by the Affiliate in the PartnerStack platform. Each Party shall be responsible for their respective present and future taxes, duties, tariffs, fees, imports and other charges, including but not limited to, income, excise, import, purchase, sales, use, added value, gross receipts and similar assessments imposed upon the responsible Party by any taxing authority as a result of the performance of the responsible Party's duties and responsibilities hereunder.
  5. Lano may set off against Bonuses and/or Commissions otherwise owing to Affiliates for any sums that are due and owing to Lano by Affiliate. Lano may also set-off any Bonuses and/or Commission(s) against any Bonuses and/or Commission paid or due to Affiliate that have been erroneously overpaid by Lano due to a technical malfunction or human error.
Prohibited Activities
1. Pursuant to these Terms, you may advertise and promote to the Prospective Customers, Lano, Lano Platform, and Lano Services on behalf of Lano. Lano reserves the right to prohibit the advertising and any campaigns of Affiliates without reason and at any time.
2. Affiliates shall ensure no spam registrations will come through any Referral.
3. Affiliates shall refrain from transmitting any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to Prospective Customers at any time. As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Affiliate and non referral commission tracking cookies through any other means than a customer initiated click on a qualifying link on a webpage or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten, where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Lano site in IFrames, hidden links and automatic pop ups that open Lanos site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
4. Affiliates shall not, either directly or indirectly, act, encourage or require users to click on links to generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.
5. Inappropriate Content: no hyperlink or link will be placed on any page or screen that contains content that, incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties and/or the parties; or contains or promotes deceptive information.
6. Affiliates shall not use their unique hyperlink, as per 3.2.1, in order to receive commissions on his own purchases or for any other purpose.
7. Affiliates shall not share any information of Prospective Customers or any other third parties without previously obtaining the written approval of the same.
8. Affiliates shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms without the prior written consent of Lano.
9. Lano may terminate these Terms with a notice of immediate effect, in case Lano has detected, in its sole but reasonable consideration, abuse of these Terms and/or performance of any prohibited activities as per this clause 5 by the Affiliate.
Grant of Licenses and Intellectual Property Rights
1. Lano may grant to the Affiliate a non-exclusive, non-transferable, revocable right to (i) access the Lano Platform and/or the Lano Website solely in accordance with and for the purpose of these Terms and (ii) solely in connection with these Terms, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials").
2. All uses of the Licensed Materials, either direct or indirect, will be in good faith and for the sole purpose of fulfilling your obligations under these Terms.
3. The Affiliate shall not use Lano's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Lano in a negative light. Lano reserves all of its rights in the proprietary materials covered by this license. Other than the license granted in these Terms, Lano retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the Affiliate.
Term and Termination
1. These Terms shall commence on the Effective Date.
2. Both you and Lano may terminate these Terms and your participation in the Affiliate Partnership Program for any reason upon thirty (30) days’ written notice to the other Party.
3. Lano reserves the right to close the Affiliate Account and suspend your access to Licensed Material and to Lano Platform and/or Lano Website, if any, with immediate effect, if Lano has reasonable grounds to believe that the Affiliate has become inactive or is using the Affiliate Account and/or Licensed Material for any fraudulent or inappropriate purposes.
4. You may terminate your participation in the Affiliate Partnership Program immediately, upon notice to Lano, upon material breach by Lano of its obligations under these Terms.
5. No termination of these Terms shall be deemed to relieve any Party of its rights or obligations arising out of acts, omissions or events occurring prior to such termination.
6. These Terms may be terminated by Lano without notice, in its sole discretion, if Lano determines that you have breached any or all of your obligations under these Terms. The Affiliate will forfeit any earnings accumulated due to the aforementioned breach of its obligations, if the Terms are terminated under this provision.
Disclaimer
1. Lano makes no express or implied representations or warranties regarding the Lano Services and Lano Website or Lano Platform or the products or services provided therein, any implied warranties of Lano’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, Lano makes no representation that the operation of the Lano Platform and Lano Website will be uninterrupted or error free, and will not be liable for the consequences of any interruptions or errors.
Representations and Warranties
1. You represent and warrants that:
  1. These Terms have been duly and validly executed and delivered by the Affiliate and constitute the Affiliate’s legal, valid, and binding obligation, enforceable against the Affiliate in accordance with these Terms;
  2. You have the full right, power, and authority to enter into and be bound by the terms and conditions described herein and to perform the obligations under these Terms, without the approval or consent of any other third party;
  3. You have sufficient right, title, and interest in and to the rights granted to Lano in these Terms.
Limitations of Liability
Neither Party will be liable for any indirect, special, punitive or consequential damages (including, without limitation, lost profits or lost data) arising out of these Terms. Lano's entire liability arising from these Terms whether in contract or tort, will not exceed 50% of the amounts payable to Affiliate hereunder
Indemnification
You agree to indemnify, defend and hold harmless Lano and Lano's affiliates, directors, employees and agents, from and against any and all liability, claims, fines, losses, damages, injuries or expenses (including reasonable attorney’s fees and any administrative fees) relating to the operations of Affiliates site, a breach of Affiliates obligations under these Terms, a data breach or a violation of any third party intellectual property rights of editorial content, or other materials of Lano, or the breach and/or non-compliance with any applicable law and regulation.
Confidentiality
1. The Parties acknowledge that each Party may disclose or provide access to the other certain Confidential Information. “Confidential Information” shall mean (a) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered to a Party, whether in oral, tangible, electronic or other form; (b) the terms of any agreement, including these Terms, and the negotiations and proposals related to any agreement; and (c) all other non-public information provided by a party hereunder. All Confidential Information shall remain the exclusive property of the disclosing Party.
2. The receiving Party shall maintain the disclosing Party’s Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors and representatives who (a) have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties in accordance with these Terms; (b) have been informed of the confidential nature of the Confidential information provided by the disclosing Party and the receiving Party’s corresponding obligations with respect thereto; and (c) are under confidentiality obligations no less restrictive than the ones provided herein. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Each Party shall only use the Confidential Information in furtherance of its performance of its obligations under these Terms, and agrees not to use the other Party’s Confidential Information for any other purpose or for its own benefit or for the benefit of any third party.
Amendments, modification or waivers
1. Lano may amend, modify or waive any of the terms and conditions at any time at its sole discretion. In such an event, you will be notified in writing, via email. If you do not object to the updated Terms in writing within thirty (30) days after receipt of the notification, such terms shall become effective and replace the previous version of the Terms.
Compliance
1. Both Parties agree to comply with all applicable Data Protection regulation including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR, (iii) any local data privacy and protection laws, as applicable to the Parties and (b) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the GDPR.
2. You are solely responsible to obtain the Prospective Customers approval to communicate any details and any Personal Data to Lano. Further, Affiliates shall not share with Lano any information and/or Personal Data which are not relevant to the fulfillment of these Terms.
3. In its performance of these Terms and in the operation of each Party’s respective websites, the Parties will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of the authorities having jurisdiction. Without limiting the generality of the foregoing, the Parties will pay, collect and remit such taxes as may be imposed with respect to any compensation, commissions, fees, royalties or transactions under these terms and conditions.
4. Neither of the Parties will be considered to be in breach of, or default under, these Terms on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any Force Majeure Event occurs, the affected Party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event. Lano may suspend the payment of Bonuses and Commissions, if a Force Majeure Event arises. A force majeure event including but not limited to: riot, war whether or not declared, terrorist act, fire, flood, act of nature, accident, an act of God, pandemic, epidemic, equipment unavailability not caused by the fault or neglect of such party, embargo, or other circumstances beyond the reasonable control of the Parties (“Force Majeure Event”).
5. The failure of either Party to enforce any provision of these Terms will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in these Terms are in addition to any other remedies that may be available at law.
General
1. Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of Germany. The Parties irrevocably agree that the courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter.
2. Entire Agreement: These Terms represent the entire agreement between the Parties in relation to its subject matter and shall replace and supersede all previous agreements, understandings, warranties and representations, either oral or written regarding the subject matter hereto. Each Party acknowledges that it has entered into these Terms in reliance only on the representations, warranties, promises and terms contained in these Terms and, save as expressly set out in these Terms, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of these Terms unless it was made fraudulently.
3. Independent Contractor: Both Parties agree that they are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. The Affiliate shall have no authority to make or accept any offers or representations on Lano's behalf nor can make any statement, whether on the Affiliate’s website, any only other website or otherwise, that reasonably would contradict anything in this Section. NEITHER PARTY SHALL HAVE AUTHORITY TO ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND THE OTHER IN ANY WAY.
4. Severability: Except as expressly provided herein, in the event that any term or condition of these Terms shall be held to be invalid, illegal or unenforceable in whole or in part, the offending term or condition shall be deemed rewritten to effectuate the intent of the Parties to the greatest extent possible without being invalid, illegal or unenforceable, and no other term of these terms and conditions shall be in any way affected thereby.
5. Notices: All notices hereunder will be given in writing, will refer to these Terms and will be sent via electronic mail to legal@lano.io and to the email address of the Affiliate used for the creation of the Affiliate Account.

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Lano Affiliate Partnership Program: Terms and Conditions