Partner Offer (Affiliate Agreement) – B24U (v1.03)

1. General Terms

1.1. This Partner Offer (“Offer”) constitutes a legally binding proposal from Globerint Pte. Ltd. (“Licensor”) to provide access to the B24U SaaS platform and AI-widget licenses to partners (“Partner”) for resale and distribution purposes.

1.2. By registering as a Partner and activating an account on the B24U platform, the Partner accepts all terms of this Offer.

1.3. This Offer governs the commercial, legal, and technical relationship between B24U and its Partners in the European market.

1.4. Registration as a Partner, payment of any subscription fees, use of the Platform, as well as registration, payment, or use of the Platform by Partner's Clients constitutes full and unconditional acceptance of this Offer in its entirety, including all sections and appendices.

1.5. The Partner is solely responsible for monitoring the current version of this Offer published in the legal documents section on the Company's website. The Company is not obligated to send individual notifications of changes. Continued use of the Platform after publication of an updated version constitutes unconditional acceptance of the changes.

2. Definitions

• B24U Platform – the SaaS service enabling Partners to create and manage AI-widgets for clients.
• Client – an end-user (website owner) who receives the AI-widget from the Partner.
• Visitor – a person visiting the Client’s website interacting with the AI-widget.
• License – the right granted to the Client to use the AI-widget in accordance with the chosen subscription plan.
• Partner Subscription – a monthly commitment by the Partner to maintain the number of active Clients specified in their Partner plan; it grants access to wholesale (partner) pricing during the active subscription period.

3. Partner Status and Subscription Plans

3.1. Partners may register under the following statuses:

Level	Monthly Fee (USD)	Max Active Clients
Authorised	$50	5
Certified	$100	10
Silver	$250	25
Gold	$500	50
Premier	$1000	100

3.2. Subscription fees are payable via Stripe in USD or EUR. The current subscription rates are published on https://b24u.com.

3.3. Partners may set their own resale prices to Clients, provided that prices are not set below the recommended retail prices (RRP) published in the Partner Dashboard. B24U collects fees from Partners according to the chosen plan and subscription usage.

4. Payment Schemes

4.1. Client pays Partner

• Partner collects payment directly from Client.
• B24U charges the Partner for the platform usage according to the Partner plan.
• Commission is the difference between the Client’s payment and B24U fees, minus transaction costs and applicable taxes.

4.2. Client pays B24U

• Client pays B24U directly.
• B24U calculates and pays Partner commission according to agreed rates.
• B24U acts as tax agent if required under applicable EU law.

4.3. Negative Balance and Partner Obligations

• If a Partner operates under the “Client pays B24U” model and the Partner’s balance is insufficient to cover the wholesale (partner) cost, B24U may allow the transaction to proceed in a temporary negative balance.
• In such a case, the wholesale price for the corresponding Client subscription is doubled for the entire active period of that Client’s subscription, including renewals until cancellation or reassignment.
• B24U may suspend payouts or new activations until the negative balance is fully settled.

5. Rights and Obligations of the Partner

5.1. Partner shall:

• Use the B24U platform and licenses only for Clients registered through Partner;
• Pay subscription fees on time;
• Comply with EU data protection laws (GDPR) and this Offer.

5.2. Partner may not:

• Reverse-engineer, copy, or distribute the AI-platform code;
• Use the platform for illegal or prohibited purposes.

5A. Partner Subscription and Arrears

• A Partner Subscription remains active only if payments are made on time.
• If the Partner Subscription is overdue or partially unpaid, B24U may suspend access to wholesale pricing and Partner functions until the balance is settled.
• If the arrears exceed 7 calendar days, active Clients may be temporarily reassigned to another Partner in the same region or serviced directly by B24U until resolution.

5B. Client Base Protection

5B.1. Prohibition of Client Poaching. The Partner shall not, directly or indirectly, solicit, recruit, or service Clients assigned to another B24U Partner without prior written consent of that Partner and B24U.

5B.2. Indicators of Client Assignment. A Client is considered assigned to a Partner if any of the following applies:

• The Client's website has a B24U AI-widget installed and activated through another Partner;
• The Platform scanner displays a warning that the Client (URL) is already serviced by another Partner;
• The Client is registered in the Platform's accounting system under another Partner.

5B.3. Domain Zones and Related Resources. If a Client's primary domain is assigned to another Partner, this prohibition extends to:

• The same domain in other domain zones (e.g., example.com, example.ru, example.de, and other national and international zones);
• Internationalized domain names (IDN) equivalent to the primary domain;
• Subdomains and paths of the primary domain;
• Other web resources evidently belonging to the same Client (by matching content, legal entity, contact details, or other identifying attributes).

5B.4. Prohibition of Scanning Assigned Websites. The Partner shall not intentionally scan websites that have a B24U AI-widget installed by another Partner for the purpose of obtaining information to subsequently offer services to that Client.

5B.5. Sanctions. Upon detection of a breach of this section, B24U may apply the following measures (individually or cumulatively):

• Issue a warning;
• Suspend the Partner's access to scanning and new Client acquisition features;
• Revoke the registration of the poached Client and reassign them to the original Partner;
• Deduct from the breaching Partner's balance an amount equal to the revenue from the poached Client for the entire period of unauthorized servicing;
• Suspend or terminate this Offer in accordance with Section 10, with application of liability provisions under Sections 7A, 7B, and 8.

5B.6. Fair Competition. The Partner shall develop their client base through their own efforts in acquiring new clients, not through redistribution of existing clients of other Partners. Price dumping and other forms of unfair competition between Partners constitute a breach of this Offer.

5C. Retention Period for Scanned Clients

5C.1. General Principle. A Client's assignment to a Partner remains valid while the Client holds an active plan (a trial or any paid plan). Once the active plan ends, the Client is retained by the Partner for a limited period ("Retention Period"), after which the Client is automatically released and becomes available to any B24U Partner.

5C.2. Active Plan. An active plan means a valid trial period or an active paid subscription of the Client. Activation of a new trial or payment of a subscription within the current Retention Period terminates the Retention Period and restores the Client's assignment to the Partner under standard terms.

5C.3. Retention Period Duration. The length of the Retention Period is determined by the Partner's subscription tier: the higher the tier, the longer the Retention Period. Specific values for each tier are published and maintained in the Partner Dashboard. B24U may modify Retention Period values unilaterally by publishing updated values in the Partner Dashboard.

5C.4. Retention Period for Revenue Share Partners. For Partners operating under the Revenue Share Model (Section 11), the Retention Period is determined based on the Partner's total spending over the last 30 calendar days, in accordance with the access tier rules set out in Section 11.4 and published in the Partner Dashboard.

5C.5. Notification. Prior to automatic release of a Client, B24U will notify the Partner through the Partner Dashboard and/or by email. The notification procedure and timeframe are published in the Partner Dashboard. The Partner's failure to respond to the notification does not prevent automatic release of the Client upon expiration of the Retention Period.

5C.6. Consequences of Release. Upon expiration of the Retention Period, the Client is automatically moved to the "Available Clients" section (or an equivalent section of the Partner Dashboard) and becomes available for scanning, acquisition, and assignment by any B24U Partner, including the Partner to whom the Client was previously assigned. The restrictions of Section 5B (Client Base Protection) do not apply to released Clients until they are reassigned.

5C.7. No Refunds. Automatic release of a Client upon expiration of the Retention Period does not constitute grounds for refunding any amounts previously paid by the Partner (including scanning fees, Partner Subscription fees, Platform Share, or any other payments).

6. Rights of B24U

• Suspend or terminate Partner access in case of breach of terms, illegal use, or complaints;
• Use anonymized or aggregated Client data for improving the AI service;
• Update platform features and pricing;
• Withhold payments to Partner in case of disputes or fraud.
• Offset any Partner’s outstanding balance using incoming Client payments within the “Client pays B24U” model.
• Suspend payouts while the Partner has an outstanding debt or overdue Partner Subscription.

7. Data Protection

• 7.1. Both B24U and the Partner must comply with GDPR and applicable EU laws.
• 7.2. Personal data of Clients and Visitors processed via B24U platform may only be used for:
  • Providing SaaS services;
  • Improving AI models;
  • Platform analytics.
• 7.3. Data shall not be shared with third parties without consent, except as required to provide services (e.g., Stripe, AI APIs).

7A. Confidentiality and Non-Disclosure

7A.1. Confidential Information

Confidential Information means any non-public information disclosed by one Party to the other in connection with this Offer, including but not limited to:

• Commercial terms: pricing, discounts, commissions, wholesale prices, payout conditions, Platform Share rates;
• Platform internals: architecture, APIs, algorithms, source code, technical specifications, integration schemes;
• Client data: names, contact details, usage volumes, statistics, terms of Client agreements;
• Financial information: revenue, balances, transaction amounts, payment agreement terms;
• Business plans, strategies, and non-public marketing materials;
• Content of negotiations, correspondence, and internal discussions between the Parties;
• Any information expressly designated as confidential by either Party.

7A.2. Non-Disclosure Obligations

The Partner shall:

• Not disclose Confidential Information to any third party without prior written consent of B24U;
• Not use Confidential Information for any purpose unrelated to this Offer;
• Protect Confidential Information from unauthorized access, copying, and distribution;
• Limit access to Confidential Information to employees and contractors who require such access to perform obligations under this Offer and ensure they are aware of confidentiality obligations;
• Not publish, comment on, or discuss in any public forum (media, social networks, forums, conferences, podcasts, or any other channel) the terms of cooperation with B24U, including commercial terms, pricing, commission rates, or any other Confidential Information.

7A.3. Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the Partner;
• Was received by the Partner from a third party without disclosure restrictions;
• Must be disclosed by law, court order, or government authority (provided the Partner notifies B24U in advance where legally permitted).

B24U may disclose aggregated and anonymized statistics and use materials for marketing purposes in accordance with Section 12 of this Offer.

7A.4. Duration

Confidentiality obligations remain in effect for the duration of this Offer and indefinitely after its termination.

7A.5. Liability for Breach

In the event of a breach of confidentiality obligations, the Partner shall pay B24U compensation (liquidated damages) calculated as follows:

• The total of all payments (commissions, bonuses, referral fees) received by the Partner from B24U over the entire period of cooperation, based on Platform accounting system records;
• Plus the total value of all discounts and preferential terms provided to the Partner, calculated as the difference between the standard (published) price and the price actually applied, based on Platform accounting system records.

All amounts are calculated based on B24U Platform accounting system records, which the Parties acknowledge as reliable and sufficient for compensation calculation purposes. A Platform accounting system extract constitutes admissible evidence.

Payment of compensation does not relieve the Partner of the obligation to compensate damages exceeding the compensation amount (including lost profits), nor does it release the Partner from ongoing confidentiality obligations. B24U may immediately suspend or terminate this Offer in accordance with Section 10.

7B. Non-Competition

7B.1. Partner Obligations

Non-competition obligations apply throughout the entire term of this Offer and for a period of 3 (three) years from the date of its termination (for any reason). The Partner shall not, directly or indirectly, personally or through affiliated persons, founders, beneficial owners, relatives, or employees:

• Create, develop, operate, or participate in the creation of software, platforms, or services that functionally compete with the B24U Platform (AI-widgets, AI-assistants, AI-powered chatbots for websites, SaaS platforms for managing AI-widgets);
• Solicit, recruit, or facilitate the transition of B24U Clients or other B24U Partners to competing solutions;
• Use Confidential Information obtained during cooperation to develop competing products or provide services to competitors;
• Solicit or recruit employees, contractors, or consultants of B24U.

7B.2. Compensation for Breach

In the event of a breach of this section, the Partner shall pay B24U compensation (liquidated damages) calculated as the greater of the following:

Option A (formula based on historical data):

• The total of all payments (commissions, bonuses, referral fees) received by the Partner from B24U over the entire period of cooperation;
• Plus the total value of all discounts and preferential terms provided to the Partner (difference between standard and actually applied price);
• Plus lost profit compensation: average monthly revenue of B24U from the Partner's Clients (for the 12 months preceding the breach) multiplied by the number of full months remaining until the expiration of the non-competition period.

Option B (minimum threshold):

• The total revenue of B24U from all of the Partner's Clients over the last 36 months (or the actual period of cooperation if less than 36 months), multiplied by 3 (three).

Compensation shall be paid in the amount of the greater of Option A and Option B.

All amounts are calculated based on B24U Platform accounting system records, which the Parties acknowledge as reliable and sufficient for compensation calculation purposes. A Platform accounting system extract constitutes admissible evidence.

Payment of compensation does not relieve the Partner of the obligation to cease the breach or from liability for damages exceeding the compensation amount.

B24U may seek injunctive relief (including interim and preliminary measures) from a court of competent jurisdiction to restrain the competing activity, concurrently with or independently of any claim for compensation.

7B.3. Exceptions

The restrictions in Section 7B.1 do not apply to:

• Ownership of no more than 5% of shares in publicly traded companies;
• Activities for which B24U has given prior written consent.

8. Limitation of Liability

• B24U is not liable for indirect, consequential, or business losses arising from Partner’s or Client’s use of the platform.
• B24U does not guarantee uninterrupted access or perfect AI performance.

9. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, cyber-attacks, or government actions.

10. Governing Law and Dispute Resolution

• This Offer is governed by Singapore law (where Globerint Pte. Ltd. is incorporated).
• Disputes shall be resolved primarily through amicable negotiation.
• Failing resolution, disputes shall be referred to the competent courts in Singapore.
• Termination of this Offer (including deletion of the Partner's account) terminates access to the Platform and the right to distribute licenses. The Partner's obligations under Sections 7A (Confidentiality), 7B (Non-Competition), 8 (Limitation of Liability), and 12 (Marketing Use) survive termination for the periods specified in the respective sections.

11. Revenue Share Model

Section added 2026-03-28

11.1. Overview

• In addition to the Distributor model (Sections 3–5A), B24U offers an alternative partnership model — Revenue Share ("RS Model").
• Under the RS Model, the Partner does not pay a monthly Partner Subscription fee. Instead, B24U retains a fixed percentage ("Platform Share") of each Client payment facilitated by the Partner.
• Transition to the RS Model is subject to agreement with B24U and is recorded in the Partner Dashboard.
• B24U reserves the right to switch a Partner from one model to another (from Distributor to RS Model and vice versa) if the Partner does not meet the requirements of the current model in terms of connected sites, revenue volume, or other criteria set out in a separate document — the Partner Qualification Rules. Such transition shall be communicated to the Partner at least 14 calendar days in advance.

11.2. Financial Terms

• Platform Share — the percentage of each Client payment retained by B24U. The percentage is agreed individually with each Partner and recorded in the Partner Dashboard (default: 50%).
• Calculation: Partner Cost = Client Price × (Platform Share / 100).
• The Partner is free to set their own prices for Clients.
• The difference between the Client price and the Platform Share (less payment processing fees and applicable taxes) constitutes the Partner's revenue.

11.3. Prepaid Balance

• The Partner tops up their balance through payment systems integrated into the Platform (Stripe, and other available methods).
• Minimum top-up amount: USD 100 (or equivalent in another currency).
• The Platform Share is deducted from the Partner's balance upon each Client activation or subscription renewal.
• The balance is updated after payment confirmation.
• RS Partner's balance may not go negative. If the balance is insufficient, Client activation or subscription renewal is blocked until the balance is topped up. Section 4.3 (Negative Balance) does not apply to RS Partners.

11.4. Feature Limits and Access Tiers

• Partners under the RS Model are subject to feature limits (trial activations, scans, client distribution), determined by the Partner's total spending in the current calendar month.
• The higher the Partner's monthly spending, the higher the available limits. Specific limit values for each spending threshold are displayed in the Partner Dashboard on the balance top-up page.
• Limits are updated automatically as spending increases during the month and reset to the base level at the start of each new calendar month.

11.5. Referral Programme (Revenue Share)

• An RS Partner who refers a new Partner ("Referral") receives a referral commission equal to a fixed percentage of the Platform Share on each of the Referral's transactions.
• The referral commission rate is agreed individually and recorded in the Partner Dashboard (default: 20%).
• Referral commissions are credited to a separate referral balance and may be withdrawn or transferred to the main balance.

11.6. Applicability of Other Provisions

• All provisions of this Offer that do not conflict with Section 11 apply to RS Partners, including Rights and Obligations (5, 5A, 6), Data Protection (7), Limitation of Liability (8), Force Majeure (9), and Governing Law (10).
• Provisions of Sections 3–4 relating to Partner Subscription tiers and monthly fees do not apply to RS Partners, except for trial period terms.

12. Marketing Use of Data and Business Cases

12.1. Company's Marketing Rights

B24U may use and publish the following materials for marketing, advertising, and promotional purposes without additional approval:

• Aggregated and individual Platform statistics: number of leads, conversations, conversions, usage volumes;
• Named business cases identifying the Partner, Client, or website domain;
• Screenshots of interfaces, widgets, dashboards, and configurations;
• Logos and trade names of Partners and Clients;
• Video recordings: interviews, success stories, demonstrations;
• Written and verbal testimonials, quotes, and recommendations;
• Any other materials obtained during cooperation that do not contain information specified in Section 12.3.

Publication channels (without limitation): Company's own websites (public and internal), Partner websites and platforms, social media, YouTube and other video platforms, conference presentations, press releases, print and digital media, email campaigns, private partner portals, knowledge bases, training materials.

12.2. Restrictions

B24U shall not publish:

• Financial figures of the Partner or Client (revenue, profit, contract amounts);
• Information constituting trade secrets;
• Personal data of website Visitors (name, email, phone, IP);
• Information about security vulnerabilities or incidents.

12.3. Opt-Out

A Partner or Client may submit a written request to remove specific named materials. Processing:

• Company's own platforms (websites, channels, emails, internal portals): material is removed within 10 business days of receiving the request;
• Partner platforms: the Company notifies the Partner with a request to remove the material;
• Third-party platforms (press, search engine caches, aggregators): the Company is not obligated to recall or remove materials published by third parties.

Opt-out does not apply to aggregated and anonymized statistics.

12.4. Duration of Rights

The Company's marketing rights over materials published during the term of this Offer survive termination or expiration of this Offer.

13. Contact

Globerint Pte. Ltd.

Email: support@b24u.com

Website: https://b24u.com

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Latest version: https://partner.b24u.com/docs/en/legal/partner-offer-eu