Affiliate Program — Terms & Conditions

1. Eligibility

To participate in the Affiliate Program you must:

• Be at least 18 years old. • Have a valid IBAN bank account in your name or your business's name. • Provide accurate identity and tax information during registration. • Not be a current employee or director of Deskbay or its subsidiaries. • Not refer yourself or any entity in which you hold a controlling interest.

2. Account Registration

You are responsible for maintaining the security of your affiliate account credentials. You must notify Deskbay immediately at support@deskbay.io if you suspect unauthorised access. Each natural person or legal entity may hold only one affiliate account. Duplicate accounts will be suspended.

3. Referral Attribution

Attribution works as follows:

• You add a restaurant's email address to the referral system before the restaurant registers on Deskbay. • If the restaurant subsequently registers using that email, the referral is attributed to you ("first-claim wins"). • If the email already exists in Deskbay's system at the time of submission, no commission will be generated. • If the same email was previously submitted by another affiliate, the first submitter retains attribution. • Self-referrals (submitting your own email or any email associated with an entity you control) are strictly prohibited and will result in immediate account suspension.

4. Commission Structure

Commissions are paid according to the tier assigned to your account:

• BASIC Tier: €19.90 for a monthly activation; €40.00 for an annual activation. No renewal commissions. • PRO Tier: Unlocked after reaching the conversion threshold set by Deskbay (default: 5 conversions) or by manual admin approval. €19.90 per monthly activation plus up to 2 renewal commissions of €19.90 each; €60.00 for annual activations.

Commission amounts are subject to change with 30 days' notice. Changes do not affect commissions already earned.

5. Hold Period & Unlock

All commissions enter "pending" status immediately after the qualifying payment is received. They remain pending for a hold period to protect against refunds and chargebacks:

• Stripe-billed subscriptions: 30-day hold (configurable by Deskbay). • Apple IAP subscriptions: 90-day hold (configurable by Deskbay).

After the hold period expires, commissions move to "confirmed" status and become eligible for payout. Deskbay reserves the right to extend hold periods in cases of suspected fraud or abnormal refund rates.

6. Clawbacks

If a customer issues a refund or a chargeback is filed within the hold period, the associated commission will be moved to "clawed_back" status and will not be paid. If a payout has already been processed for a commission that subsequently incurs a chargeback, Deskbay reserves the right to deduct the clawback amount from future payouts.

7. Payout

Payouts are processed manually by Deskbay via SEPA bank transfer. To request a payout:

• You must have a confirmed IBAN on file. • The minimum payout amount is €20.00. • Only commissions in "confirmed" status (hold period expired) are included.

Deskbay aims to process approved payouts within 10 business days. Deskbay does not cover bank transfer fees charged by intermediary banks.

8. Tax Obligations

You are solely responsible for declaring and paying any taxes on commission income in your country of tax residence. Deskbay does not withhold tax on payouts (no withholding tax is automatically applied). You must provide a valid tax identification number (NIF/NIE/VAT) during registration. Providing false tax information is grounds for immediate account termination.

9. Promotional Activity

You may promote Deskbay using your unique referral link, the provided email and WhatsApp templates, and your own marketing materials, provided that:

• You do not misrepresent Deskbay's products, pricing, or features. • You do not make guarantees or promises on Deskbay's behalf. • You comply with applicable laws on email marketing, spam, and advertising disclosures (including GDPR requirements for cold outreach). • You do not use Deskbay's trademarks, logo, or brand assets without prior written permission, except as provided in the affiliate portal. • You do not run paid advertising campaigns (Google Ads, Meta Ads, etc.) targeting keywords that include "Deskbay" without prior written approval.

10. Prohibited Conduct

The following are strictly prohibited and will result in immediate suspension and commission forfeiture:

• Cookie stuffing, click fraud, or any artificial manipulation of attribution. • Creating fake restaurant accounts or submitting emails you do not have a relationship with. • Incentivising restaurants to sign up under false pretences (e.g., claiming a discount that does not exist). • Spamming restaurants or using purchased email lists. • Attempting to circumvent the self-referral prohibition via related parties.

11. Account Suspension & Termination

Deskbay reserves the right to suspend or terminate your affiliate account at any time for:

• Violation of these Terms. • Suspicious activity, fraud, or abnormal conversion patterns. • Providing false registration information. • Inactivity for more than 24 months.

Upon termination, all pending commissions that have not yet passed their hold period will be forfeited. Confirmed commissions not yet paid will be processed at Deskbay's discretion within 60 days.

12. Modification of Program

Deskbay may modify the Affiliate Program, commission rates, tier thresholds, or these Terms at any time. We will provide at least 30 days' notice for material changes via email. Your continued participation after the effective date constitutes acceptance.

13. Limitation of Liability

To the maximum extent permitted by law, Deskbay's total liability to you in connection with the Affiliate Program shall not exceed the total commissions paid to you in the 3 months preceding the claim. Deskbay is not liable for indirect, consequential, or incidental damages.

14. Governing Law & Dispute Resolution

These Terms are governed by Spanish law. Any disputes shall be subject to the exclusive jurisdiction of the courts of Spain. If you are a consumer resident in another EU member state, you may also bring proceedings in the courts of your place of residence.

15. Contact

For questions about these Terms, contact: affiliates@deskbay.io

Deskbay S.L. CIF: B-XXXXXXXX Spain