Effective date: October 23, 2026.

These terms explain how the Boei affiliate program works. The summary below highlights the main rules. The full terms follow.

1. To enroll, you need a Boei account and agree to these terms here: boei.help/affiliate/.
2. By default, Affiliate Commission is 30% of eligible recurring subscription revenue after discounts and excluding VAT, for the first 12 months from the client's first paid subscription (we may agree a different scope in writing for specific Affiliates or campaigns - see Article 8.1).
3. Self-referrals are not allowed.
4. Abuse or gaming will result in having your account banned.
5. In some cases, we can give credit to an affiliate even if the customer didn’t sign up through an affiliate link or coupon code. If you have a case like this, please contact us and we’ll do our best to help.
6. No search engine ads (especially on branded terms or domain names), Social Media ads or other ads that could compete with our own marketing and cause potential confusion for customers.
7. No ads that link to our website or anything similar that would compete with our own paid marketing and drive up our costs and potentially cause confusion.
8. No pretending to be acting on behalf of us (ie. as an employee).
9. We may update these terms. We will notify existing affiliates of material changes and clearly state their effective date. Previously earned eligible commission remains on record.
10. We reserve the right to terminate your affiliate account for violation of any of the rules at our sole discretion. Commissions generated by mechanisms that are in violation of our Terms of Service will not be paid or owed.
11. The minimum payout balance is $100 in available commission. Non-USD balances need an agreed conversion before this threshold is checked.
12. Payouts will be done via bank transfer to the bank account recorded in Partners.
13. Commission is held for 30 days to allow for refunds. Payouts are reviewed monthly and sent manually.
14. Referral cookie stays 60 days. The first paid subscription starts the twelve-month commission period.

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Ruby Foundry B.V., trading as Boei (hereinafter: Boei), is registered at the Dutch Chamber of Commerce with number 99995662 and is located at Mulderstraat 35 (3581GP) in Utrecht (The Netherlands).

Article 1 - Definitions

For the purpose of this agreement, the following terms have been given the following meaning:

1. Affiliate: a person or business that promotes Boei and refers potential customers through the affiliate program.

2. Affiliate Commission: the commission on eligible recurring subscription revenue, subject to Article 8.

3. Third parties: a business or person introduced to Boei by the Affiliate. Existing customers qualify under the conditions in Article 8.

4. Service: the provision of software by Boei.

5. Customer: a legal or natural person who acts within the scope of his profession or business and who purchases a Service from Boei.

6. Time of application: the moment at which contact between a Third Party and Boei is established through the Affiliate link from Affiliate.

7. Agreement: this document, including any annexes, containing the terms and conditions for cooperation between the Parties.

8. Sold service: an agreement (meaning the delivery of a Service by Boei to the Customer) is deemed to have been concluded between the parties, within the meaning of Article 7:426 of the Dutch Civil Code, at the moment that the service has actually been paid to Boei by the Customer.

9. Parties: Boei and Affiliate hereinafter jointly referred to as: "Parties".

Article 2 - Applicability

1. These Affiliate terms and conditions apply to every Affiliate that wishes to participate in Boei's Affiliate Program. To enroll in the Program, you must complete the registration process and agree to this Affiliate Agreement at boei.help/affiliate/

2. Before a (distance) Agreement is concluded, the Affiliate will be provided with these Affiliate terms and conditions. If this is not reasonably possible, Boei will indicate to the Affiliate how the Affiliate can view the Affiliate terms and conditions.

3. Deviation from these Affiliate terms and conditions is not possible. In exceptional situations it is possible to deviate from the Affiliate terms and conditions, if and insofar explicitly agreed upon in writing by Boei.

4. If one or more provisions of these Affiliate terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.

5. Uncertainties about the content, explanation or situations that are not regulated in these Affiliate terms and conditions must be assessed and explained in the spirit of these Affiliate terms and conditions. The agreements in the Agreement are leading and take precedence over these Affiliate terms and conditions.

6. The rights and obligations under the Agreement between the Parties cannot be transferred by the Affiliate to a third party unless Boei grants the Affiliate explicit and prior permission. Boei is free to attach further conditions to this.

7. If reference is made to she/her in these Affiliate terms and conditions, this should also be understood as a reference to he/him/they, if and insofar as applicable.

8. In the event that Boei has not always demanded compliance with these Affiliate terms and conditions, it retains its right to demand compliance with these Affiliate terms and conditions in whole or in part.

9. The parties expressly do not intend to enter into an employment contract within the meaning of Article 7:610 et seq. of the Dutch Civil Code.

Article 3 - Term of the Agreement

1. This agreement has been entered into for an indefinite period of time and commences upon the Affiliate's enrollment in the Program.

2. If the Affiliate is a natural person, the agreement will end by operation of law upon the death of the Affiliate.

3. The agreement can be terminated in writing by both parties with due observance of a notice period of one month.

4. Either party may end the agreement immediately for a serious reason, such as fraud, insolvency or the business closing. The reason must be communicated in writing. A lack of new referrals alone is not grounds for immediate termination.

5. Boei may suspend participation or end this agreement for fraud, misleading promotion or a material breach of these terms. Commission linked to proven abuse is not payable. Unrelated, valid commission remains payable under Article 8.

6. After ordinary termination under paragraph 3, no new referrals qualify. Eligible customers referred before termination can continue to earn commission until their original first twelve-month paid period ends. Previously earned eligible commission remains payable under Article 8. Termination does not restart or extend any commission period.

Article 4 - Subject of the Agreement

1. The Parties undertake to perform their duties under this Agreement in good faith.

2. Affiliate operates without any employment relationship and will carry out its duties in complete independence. The Affiliate is exclusively involved in concluding agreements between Boei and third parties for the provision of a Service by Boei. The Affiliate receives commission on the turnover generated by Boei on the Customer.

3. Commission is limited to eligible payments within the original twelve-month period defined in Article 8. A customer remaining subscribed does not extend this period. The rules for previously introduced customers after termination are in Article 3.6.

Article 5 - Scope of the agreement

The agreement between Boei and Affiliate is not exclusive. Boei itself may also approach Third Parties to offer its Services. Boei always has the right, in addition to the Affiliate, to allow other third parties in any way whatsoever to directly or indirectly offer, sell or otherwise sell its Services to Third Parties.

Affiliate is free to mediate for other parties as well.

Article 6 - Affiliate Obligations

1. The Affiliate is obliged to ensure that the introduction of potential Customers is in accordance with the legislation and regulations of the country from where the activities are carried out.

2. Affiliate undertakes to introduce potential Customers at its own expense and risk. Any compensation for these activities will be made exclusively via the Affiliate commission. The Affiliate is not entitled to any other compensation for whatever reason.

3. The Affiliate must not publish false or misleading statements about Boei, its services, staff or customers. Honest reviews, criticism and support complaints are allowed.

4. The Affiliate may not in any other way pretend to be a part of Boei or an employee of Boei without written permission from Boei. Boei always retains the right to withdraw its permission with regard to the use of the logo or trade name of Boei without stating any reasons, without the Affiliate being entitled to any compensation for whatever reason. The Affiliate is allowed to use the Boei logo, provided no changes are made to it.

5. The Affiliate is not permitted to engage third parties for the execution of this agreement without Boei's prior written permission.

6. Affiliate cannot be a customer acquired by Affiliate. Boei has the right not to pay the fees owed to the Affiliate in case of violation of this article.

7. The Affiliate must promote Boei honestly and follow these terms. The Affiliate may also promote other products, as explained in Article 5.

8. The Affiliate must clearly tell their audience when a recommendation or link can earn them commission. This disclosure should appear with the recommendation or link. The Affiliate must follow the advertising disclosure rules that apply to their promotion.

9. The Affiliate is prohibited from engaging in the following activities:

• using a referral code in paid advertisements, including social media advertisements or advertisements that offer other forms of reward;
• advertise through the entire search engine network (eg Google Adworks, Bing Ads etc.) on the brand name 'Boei' or similar spellings;
• send an Affiliate link through unsolicited promotional emails;
• post an Affiliate link on a coupon site/deal site aggregator and/or other sites/services, the main activity of which is the distribution of discounts, coupons, promotional codes;
• to use and display irrelevant, non-objective and misinformation that refers to Boei. This includes real data on urgent marketing proposals (campaigns, offers). The irrelevant or incorrect data may be a basis for suspending the cooperation with the Affiliate;
• performing actions that could damage Boei's existing image, reduce confidence in Boei's services or misinform potential customers about Boei's activities;
• acts that may lead to the creation of obligations on the part of Boei towards third parties who are not customers of Boei.

Article 7 Obligations Boei

1. Boei will pay the Affiliate commission to the Affiliate in a timely manner.

2. Boei will provide the Affiliate with the necessary instructions and recommendations regarding the performance of the obligations under this Agreement.

3. Boei will provide the Affiliate with the necessary promotional material if necessary.

4. Boei may monitor Affiliate's activities.

5. Boei gives the Affiliate the opportunity to view the revenue generated from the license agreements concluded via the Affiliate link by means of a dashboard.

Article 8 - Affiliate commission

1. The Affiliate receives 30% of eligible recurring subscription revenue after discounts, excluding VAT, for the first 12 months from the client's first paid subscription. Refunds reduce commission. One-time charges do not qualify. The customer must sign up within 60 days of following the affiliate link. An existing account qualifies automatically when its owner approves partner management access within 14 days of account signup, it has no previous referrer or partner connection, and the partner is an active Affiliate. The account may already have paid. Eligible payments made before the connection also count if paid within 14 days of account signup. Other existing accounts require explicit approval for commission. Connecting an existing account does not restart its first paid year. Reseller clients do not earn additional affiliate commission. A different written agreement takes precedence where applicable.

2. Commission becomes available for review after 30 days. This allows time for refunds. Boei reviews and sends payouts manually. The dashboard records completed bank transfers and does not automatically transfer money.

3. Payouts are reviewed monthly once available commission reaches $100 (USD). Held commission cannot be paid yet. For non-USD balances, Boei and the Affiliate must agree on the conversion used to check this threshold. The payout amount and any conversion into the transfer currency must also be confirmed before payment.

4. The Affiliate commission on turnover is paid by Boei via the agreed method, being bank transfer to the bank account recorded in Partners.

5. Commission amounts exclude VAT. Any VAT, tax details and required invoice documents must be confirmed before payout under the rules that apply to the parties. The Affiliate is responsible for their own taxes and for providing accurate tax and invoice details.

6. Commission is recorded in the currency of the eligible payment. Historical balances with an unknown currency require review before payout. Bank transfers recorded in Partners currently use EUR. This does not change the $100 (USD) payout threshold.

7. For existing affiliates, these commission rules apply to eligible payments from the stated effective date. The 14-day connection rule in paragraph 1 also covers eligible earlier payments. Eligible commission earned before that date remains on record. The first paid subscription date of an existing customer does not change, and its twelve-month period does not restart. A customer already beyond that period does not generate new commission under these terms. Any specific written agreement that still applies takes precedence.

Article 9 - Confidentiality

1. Boei and the Affiliate undertake to maintain the confidentiality of all confidential information obtained in the context of this agreement, including the technical and commercial information obtained from the other party during the execution of this Agreement.

2. If, on the basis of a statutory provision or a court decision, Boei is obliged to (partly) provide the confidential information to the law or competent court or a designated third party, and Boei cannot invoke a right of nondisclosure, Boei is not obliged to any compensation and the Affiliate is not entitled to dissolve the agreement.

3. Boei and the Affiliate also impose the confidentiality obligation on the third parties to be engaged by them.

4. This confidentiality will remain in effect even after this agreement has ended.

5. In the event of a breach of confidentiality, the Affiliate will owe an immediately due and payable fine of EUR 5,000 (five thousand euros), without prejudice to Boei's right to also claim full compensation.

Article 10 - General terms and conditions

Boei's general terms and conditions apply to this agreement. The Affiliate's general terms and conditions expressly do not apply to this agreement.

Article 11 - Liability

1. Boei's total aggregate liability to the Affiliate for all claims arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the Affiliate Commission paid by Boei to the Affiliate in the three (3) months immediately preceding the event giving rise to the claim.

2. Boei is not liable for indirect or consequential damage, including but not limited to consequential damage, lost turnover and profit, loss of data and immaterial damage.

3. The limitations in paragraphs 1 and 2 do not apply to liability arising from wilful misconduct or gross negligence on the part of Boei, or to liability that cannot be limited or excluded under mandatory applicable law.

4. If the Affiliate fails and/or acts unlawfully towards Boei, the Affiliate is liable for all damage suffered and to be suffered by Boei without Boei having to send a notice of default.

Article 12 - Personal data

1. Parties do not process personal data for each other. Each of the parties qualifies as a controller within the meaning of Article 4(1) of the GDPR. As a result, the Parties do not have to conclude a processing agreement with each other within the meaning of Article 28 paragraph 3 GDPR.

2. The Affiliate warrants and guarantees that the Affiliate strictly complies with the provisions of Article 13 of the GDPR and therefore has a lawful basis for providing the personal data of his/her customers to Boei. The Affiliate indemnifies Boei against any damage of whatever nature that Boei has suffered or may suffer at any time as a result of acts or omissions on the part of the Affiliate.

3. Affiliate declares and guarantees to process personal data, as defined in Article 4 under 1 GDPR, in a proper and careful manner and in accordance with applicable laws and regulations and any applicable code of conduct.

4. The Affiliate will not process or store the personal data for longer than necessary.

Article 13 - Final provisions

1. From their stated effective date, these terms replace earlier general affiliate program terms. A specific written agreement remains valid unless it is changed in writing. This update does not remove eligible commission earned before the effective date.

2. Under no circumstances may the rights and obligations arising from this Agreement be transferred to third parties without Boei's prior written consent.

3. The fact that one of the Parties fails to demand strict compliance with one of the contractual obligations should not be understood as the tacit waiver of the contractual rights that this Party has under the present Agreement and does not prevent the latter from subsequently to demand strict compliance with the relevant provisions or other provisions of this Agreement.

4. Affiliate will notify Boei of any change to relevant data no later than 14 days prior to the date of change. Payment to an incorrect bank account number as a result of the Affiliate's failure to provide a new or different bank account number (or IBAN number) is entirely at the expense and risk of the Affiliate. A transfer made using the bank details the Affiliate provided counts as payment. Boei is not required to send the same amount again because those details were outdated.

Article 14 - Disputes

1. Dutch law applies to this agreement.

2. If a provision of this agreement proves to be void or non-binding, the parties remain bound by the other provisions. The parties will replace the void and/or non-binding provision(s) with a binding provision, the purport of which is as much as possible the same as the provision(s) to be replaced, in the context of this agreement.

3. The competent court in the event of a dispute that cannot be resolved amicably is the Central Netherlands District Court, Utrecht location.