Version 3.0 | June 2026

These Partner Program Terms (“Partner Terms”) govern the relationship between Carv.com B.V., a company registered in the Netherlands (Chamber of Commerce no. 84849738), with its registered office at Danzigerkade 15c, 1013AP Amsterdam, The Netherlands (the “Business”), and any entity or individual accepted into the Business’s partner program (the “Partner”). By accepting these Partner Terms, the Partner agrees to be bound by them in full.

Definitions

The capitalized terms used in these Partner Terms, both in the singular and the plural, are understood to have the meaning as described in this article.

1. Account: The Partner’s account on the Partner Portal through which the Partner accesses referral tracking, commission records, deal registration tools, and marketing materials made available by the Business.
2. Commission Period: The period during which eligible purchases by a referred Lead generate a commission entitlement for the Partner, as specified in Annex 1.
3. Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights and rights to know-how.
4. Lead: A potential customer directed to the Business’s services by the Partner as a result of the Partner’s performance of Partner Services, for example via a referral link or other agreed referral tools.
5. Partner Agreement: An agreement between the Partner and the Business, of which these Partner Terms form an integral part, and under which the Partner will provide the Partner Services.
6. Partner Portal: The Business’s partner management platform, currently accessible at partners.carv.com, through which the Partner tracks referrals and commissions, accesses marketing materials, and registers deals. The Business may update the platform or its URL from time to time on reasonable notice.
7. Partner Program: The Business’s offer, published on the Business’s website and managed through the Partner Portal, for Partners to enrol in a partner program and thus conclude a Partner Agreement.
8. Partner Type: The category of partnership under which the Partner operates: Reseller Partner, System Integrator Partner, or Referral Partner, as defined in Annex 1.
9. Party: Partner and Business (plural), or either Partner or the Business (singular).
10. Qualifying Referral: A referral that meets the eligibility conditions set out in Annex 1, including the requirement that the referred organisation is an enterprise staffing or recruitment organisation and has not previously engaged with the Business independently.
11. Partner Services: The services provided by the Partner to the Business under the Partner Agreement, as specified in Annex 1, which may include referral services, reselling, or implementation services depending on the applicable Partner Type.

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2. Conclusion of the Partner Agreement

2.1 A Partner Agreement is concluded when the Partner submits an application through the Business’s website or Partner Portal, accepts these Partner Terms and Annex 1 (and, where applicable, Annex 2), and the Business confirms acceptance in writing. Upon confirmation, the Partner is authorised to perform Partner Services in accordance with the Partner Agreement.

2.2 The following order of precedence will apply in the event of inconsistencies between the applicable documents: (i) Annex 1 (Partner Type, Services, and Variable Terms); (ii) these Partner Terms.

2.3 The Business reserves the right to evaluate each application to enrol in the Partner Program. As a result, it may decide that it does not want to conclude a Partner Agreement, and thus reject the application, at its sole discretion.

2.4 Partner Services are provided on a non-exclusive basis. The Business may engage other partners or affiliates for the performance of similar or identical activities and services, and will always remain entitled to perform such activities and may itself conduct promotional and sales activities at any time.

2.5 By entering into the Partner Agreement, the Parties will not create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party will be authorized to enter into agreements on the other party’s behalf.

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3. Obligations of the Partner

3.1 The Partner will perform Partner Services professionally, in good faith, and in accordance with the Partner Agreement and all applicable laws and regulations.

3.2 On conclusion of the Partner Agreement, the Partner will gain access to tools, environments, and resources intended to facilitate and track the performance of Partner Services. The Partner ensures that its Account will not be shared with third parties.

3.3 Depending on the type of Partner Services agreed, the Partner will be provided with tools, such as referral links, to perform the Partner Services.

3.4 The Partner will:

• adhere to all applicable laws and regulations in its performance of the Partner Agreement;
• adhere to the terms & conditions, privacy policy and other rules the Partner Portal might impose on the Partner;
• refrain from performing Partner Services via websites (or other channels) of an unlawful or illegal nature;
• refrain from performing Partner Services through electronic communication in a way that would constitute ‘spam’ and is in violation of applicable law;
• follow reasonable recommendations and requests made by the Business with regard to its performance of the Partner Services;
• refrain from distorting the tracking of the performance of the Partner Services by performing self-referrals;
• refrain from buying or bidding on keywords in Google Ads or doing the same with any similar service(s) for branded terms or domain names belonging to the Business (this restriction applies to Referral Partners and Brand Ambassadors only; it does not apply to Reseller Partners or System Integrator Partners engaged in authorised co-marketing activities);
• refrain from search engine ads (especially on branded terms or domain names), Facebook ads or other ads that would compete with the Business's marketing (this restriction applies to Referral Partners and Brand Ambassadors only; it does not apply to Reseller Partners or System Integrator Partners engaged in authorised co-marketing activities).

3.5 The Business may provide the Partner with promotional materials regarding the Business’s services, which may be used by the Partner in its performance of Partner Services. The Partner is not entitled to alter such materials without the Business’s prior written consent. If the Partner opts to use such materials, it will at all times use the latest versions of the materials, information and pricing as provided by the Business from time to time.

3.6 The Partner will inform and advise the parties it targets in its performance of Partner Services in an honest and sincere manner. Under no circumstances may the Partner provide information concerning the Business or its services that could be misleading or would be difficult to prove. The Partner will refrain from making any representation or promise that cannot be verified or that cannot be fulfilled by the Business.

3.7 The Business may conduct a satisfaction research regarding the Partner’s (promotional) activities among Leads provided by the Partner. For this purpose, the Business may request feedback from these Leads, and the Partner will, insofar the Business deems it necessary, offer its reasonable cooperation and support in this regard. The Business may terminate the Partner Agreement with immediate effect when the research, according to the Business’s reasonable opinion, shows that further affiliation with the Partner will or might have a negative effect on the Business’s reputation.

3.8 Any abuse of the tools provided to perform and/or track the Partner Services by the Partner will result in the Business’s right to terminate the Partner Agreement with immediate effect without notice being required. Commission accrued through fraudulent activity is forfeited.

3.9 Each Party shall comply with applicable data protection legislation in performing its obligations under this Agreement. The Partner shall not process personal data relating to Leads or referred clients beyond what is strictly necessary to perform Partner Services and shall implement appropriate technical and organisational measures to protect such data. The Partner shall notify the Business without undue delay upon becoming aware of any actual or suspected personal data breach involving personal data processed in connection with this Agreement.

4. Commission and Payment

4.1 Depending on the type of Partner Services agreed between the Parties, the Partner may, on the conditions specified in Annex 1 to these Partner Terms, obtain the right to a certain amount of commission when a Lead undertakes certain actions with the Business, such as account registration or purchases.

4.2 Commission is calculated and reported through the Partner Portal. The Business will maintain the Partner Portal in a manner that provides the Partner with reasonable visibility of its referral pipeline and commission records throughout the term of the Partner Agreement.

4.3 Commission is paid in euros by invoice within the Payment Period specified in Annex 1. The Partner is responsible for issuing an invoice to the Business for the applicable amount. Payment is contingent on receipt of a valid invoice and confirmation that the relevant deal has closed and payment has been received by the Business from the referred client.

4.4 The Partner is solely responsible for any taxes, levies, or duties applicable to commission received. Unless expressly stated otherwise in Annex 1, commission amounts are exclusive of VAT. Where VAT is applicable, the Partner will include it on the invoice at the applicable rate.

4.5 The frequency with which the commission will be paid out (hereinafter: “Payment Period”) is specified in Annex 1 to these Partner Terms. Payout will occur provided that the payment threshold specified in Annex 1 (hereinafter: “Payment Threshold”) is met.

4.6 When the commission accrued during a Payment Period is less than the Payment Threshold, the accrued amount will be carried over to the following Payment Period until the Payment Threshold is met.

4.7 The Business will provide the Partner with a specification of the commission due (or rolled over) at the end of each Payment Period. If the Payment Threshold is met, the Business will additionally issue a self-billed invoice on behalf of the Partner. These may be made available within the Partner Portal. The Partner is responsible for verifying the accuracy and completeness of the aforementioned specification and/or invoices. The Business must be notified of any errors or inconsistencies within fourteen (14) days after the specification is issued, otherwise these will be deemed final and correct.

4.8 No commission is payable in respect of: (i) purchases by Leads who had already engaged with the Business independently prior to the referral; (ii) referrals that do not meet the Qualifying Referral criteria in Annex 1; (iii) transactions where the Business has not received payment from the referred client (including chargeback events); or (iv) commission generated through fraudulent acts or acts in breach of the Partner Agreement.

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5. Term and Termination

5.1 The Partner Agreement will commence on the date of conclusion as indicated in Article 2 and will have an indefinite duration.

5.2 Both Parties are entitled to terminate the Partner Agreement without cause and with immediate effect, at any time, upon written notice to the other Party.

5.3 Either Party may terminate the Partner Agreement with immediate effect if the other Party materially breaches the Partner Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of written notice.

5.4 On termination without cause by the Business, the Partner remains entitled to commission for Qualifying Referrals already in progress (i.e. where the Lead was introduced prior to termination), provided those referrals convert to closed deals within sixty (60) days of the termination date. No commission accrues on referrals introduced after the termination date.

5.5 Partner is obliged to promptly return and destroy all (copies of) documents, files, data carriers, access codes and other relevant items that belong to the Business upon termination. The Partner will cease all use of the Business’s Intellectual Property Rights.

5.6 Where the Partner is a Reseller Partner or System Integrator Partner and the Partner Agreement is terminated for any reason, each Party shall cooperate in good faith for a period of up to sixty (60) days following the termination date to support an orderly transition of any active client engagements. The Business shall provide reasonable assistance to enable continuity of service for affected clients. This clause survives termination of the Partner Agreement.

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6. Intellectual Property

6.1 Nothing in the Partner Agreement will be interpreted or construed so as to transfer any right, title, or interest in any Intellectual Property Rights of a Party to the other Party.

6.2 The Business, its licensors and/or its suppliers retain all Intellectual Property Rights to or in its services and any other software or materials provided or made available by the Business.

6.3 Rights to or in any information made available by the Partner to the Business is and remains vested in the Partner (and/or its licensors).

6.4 The Business is entitled to mention the Partner on its website(s) and in other promotional materials. To this end, the Business is entitled to use the Partner’s trade name, trademarks and logos.

6.5 The Partner is granted a limited, non-exclusive, non-transferable, revocable licence to use relevant names and logos of the Business for the sole purpose of providing Partner Services. The Business can stipulate conditions for how these materials are used or reproduced, which the Partner must comply with strictly.

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7. Liability

7.1 The Business can only be liable towards the Partner for direct damages as a result of an attributable failure in the performance of the Partner Agreement. The Business’s liability for indirect damages is excluded. For the purposes of the Partner Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption or stagnation.

7.2 Without prejudice to the foregoing, the Business’s liability for direct damages is limited to the amount (excluding VAT) of commission paid to the Partner (if any) in the three (3) months prior to the damage-causing incident.

7.3 The limitation of liability as referred to in the previous paragraphs of this Article 7 will lapse if and to the extent that the damage is the result of intent or deliberate recklessness on the part of the Business’s management.

7.4 Any right to compensation is subject to the condition that the Partner notifies the Business in writing of the damage within 30 days after discovery.

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8. Force Majeure

8.1 Neither Party can be obliged to perform any obligation under the Partner Agreement if such performance is prevented due to force majeure. Neither Party is liable for any loss and/or damage due to force majeure.

8.2 Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(D)OS attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby a Party is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.

8.3 A Party seeking to rely on force majeure must notify the other Party promptly and take reasonable steps to mitigate the impact.

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9. Confidentiality

9.1  The Parties will treat as confidential and not disclose, except as expressly permitted herein, (i) the contents of the Partner Agreement and (ii) the information they provide to each other before, during or after the performance of the Partner Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Partner Agreement.

9.2  This Article 9 will not apply to any information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in breach of the Partner Agreement; (ii) was within the receiving Party’s possession prior to its disclosure to it by or on behalf of the disclosing Party; (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party not under obligation to keep such information confidential; or (iv) is developed independently by the receiving Party.

9.3  In the event that a receiving Party becomes legally compelled to disclose any confidential information provided pursuant to the Partner Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that disclosing Party may seek a protective order or other appropriate remedy.

9.4  Promptly after the expiration or termination of the Partner Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the confidential information in its possession or will destroy the same at the request of the disclosing Party.

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10. Amendments‍

10.1 The Business is at any time entitled to amend or supplement the Partner Agreement, these Partner Terms, including Annex 1 and Annex 2, at any given moment. If the Business decides to amend the Partner Agreement, it will notify the Partner of such amendments in writing. Amendments to the Partner Agreement will take effect fourteen (14) days after the Partner was notified. If the Partner is not willing to accept an amendment, it may terminate the Partner Agreement by the date on which the amendment takes effect.

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11. Miscellaneous

11.1 This Agreement is governed exclusively by Dutch law.

11.2 Any dispute between the Parties in connection with or rising from the Agreement will be submitted to the competent court in the Netherlands in the district where the Business has its registered office – unless the provisions of mandatory law dictate otherwise.

11.3 The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

11.4 Where the Agreement refers to “written” or “in writing”, this also includes communication by e-mail or via the Partner Portal, provided the identity of the sender and the integrity of the content can be adequately established.

11.5 The version of any communication of information as recorded by the Business will be deemed to be authentic unless the Partner supplies proof to the contrary.

11.6 If any provision of the Agreement is found to be contrary to applicable law, or is otherwise unenforceable, this provision will be amended to the extent that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision.

11.7 The Business will be authorised to transfer the Partner Agreement or any of its rights and obligations arising therefrom to a third party without the consent of the Partner. The Partner will not be authorised to transfer the Partner Agreement or its rights and obligations arising therefrom to a third party without prior written permission from the Business.

11.8 Failure by either Party to enforce any provision of the Partner Agreement does not constitute a waiver of the right to enforce that or any other provision in the future.

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Download: Partner Terms - Annex 1