Version 4.0 | October 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”). The Partner Program is offered to businesses and professionals only. Annex 1 forms an integral part of these Partner Terms. By applying to the Partner Program and accepting these Partner Terms, the Partner agrees to be bound by them in full.

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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.

1.1 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.

1.2 Accepted Lead: A Lead whose registration the Business has accepted, or is treated as having accepted, under Article 4.10.

1.3 Affiliate: Any entity that directly or indirectly controls, is controlled by or is under common control with another entity, including any group company within the meaning of Article 2:24b of the Dutch Civil Code.

1.4 Applicable Data Protection Law: Regulation (EU) 2016/679 (GDPR), the Dutch GDPR Implementation Act (Uitvoeringswet AVG), the ePrivacy rules as implemented in the Dutch Telecommunications Act (Telecommunicatiewet) and any other data protection law that applies to the Parties.

1.5 Commission Period: The first twelve (12) months of the term of the Initial Contract, counted from the start date of the subscription under that contract.

1.6 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.

1.7 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.

1.8 Partner Agreement: The agreement between the Business and the Partner, consisting of these Partner Terms (including Annex 1) and, where applicable, an Order Form.” Reason: the current text is circular and does not mention Annex 1 or an Order Form.

1.9 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.

1.10 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.

1.11 Partner Type: The category of partnership under which the Partner operates: Brand Ambassador  or Referral Partner, as defined in Annex 1.

1.12 Party: Partner and Business (plural), or either Partner or the Business (singular).

1.13 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.

1.14 Partner Services: The services provided by the Partner to the Business under the Partner Agreement, as specified in Annex 1, which may include referral or promotional 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 (i) the Partner submits an application through the Business’s website or the Partner Portal, accepts these Partner Terms, and the Business confirms acceptance in writing (including via the Partner Portal), or (ii) both Parties sign an Order Form. Upon conclusion, the Partner is authorised to perform the 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) an Order Form, but only on points where it expressly states that it deviates from these Partner Terms; (ii) Annex 1; (iii) 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 without giving reasons and without liability for the rejection.

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. The Partner has no claim to exclusivity, a territory or a minimum volume of Leads.

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. The Partner is not engaged to negotiate or mediate in the conclusion of agreements on the Business’s behalf, and will not quote prices, negotiate terms, make commitments or hold itself out as acting on the Business’s behalf. Its role is limited to introducing Leads (and, for a Brand Ambassador, creating content), and all commercial negotiations are conducted by the Business. 

2.6 The Partner warrants that: (i) it enters into the Partner Agreement in the course of its business or profession and is not a consumer; (ii) where required by law, it is registered with the relevant chamber of commerce and tax authorities; (iii) the information it provides in its application is accurate and complete, and it will notify the Business of any change; (iv) the person accepting these Partner Terms is authorised to bind the Partner; and (v) where the Partner is employed or engaged by another organisation, it has any permission needed from that organisation and performing the Partner Services does not conflict with its duties to it.

2.7 The Partner performs the Partner Services independently, at its own cost and risk, with its own resources and without being subject to the Business’s instructions on when, where or how it works, other than the requirements in the Partner Agreement and the Brand Guidelines. The Partner may not subcontract the Partner Services or allow third parties to perform them.

2.8 The Partner may participate in the Partner Program under one Partner Type only. A change of Partner Type requires the Business’s prior written consent.

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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. The Partner keeps its credentials confidential, is responsible for all activity under its Account, and notifies the Business without delay of any suspected unauthorised access.

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” with “comply with the terms, privacy statement and other rules applicable to the Partner Portal, as made available to 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” with “comply with the Brand Guidelines and the Business’s reasonable written requirements on legal compliance, brand protection and the accuracy of statements about the Business;

- refrain from distorting tracking or attribution, including by self-referrals, by referring a Connected Person, or by using automated means to register Leads or generate clicks;

- refrain from buying or bidding on keywords in Google Ads or any similar service for branded terms or domain names belonging to the Business, and from search engine ads, social media ads or other advertising that would compete with the Business’s marketing;

- not register or use any domain name, social media handle, trade name or keyword that contains or is confusingly similar to the Business’s trade names or trademarks;

- not make statements about prices, discounts, contract terms, product capabilities, results, security, data protection or regulatory compliance (including under the EU AI Act) other than as contained in the materials provided by the Business.

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. The Partner uses such materials solely to perform the Partner Services.

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 will comply with Applicable Data Protection Law in performing the Partner Agreement. Each Party acts as an independent controller of the personal data it processes in connection with the Partner Agreement. In particular:

(a) the Partner will disclose to the Business only the business contact details of a Lead’s contact person that are necessary for the introduction (name, role, business e-mail address and business telephone number), and will not disclose special categories of personal data or personal data of candidates or applicants;

(b) the Partner warrants that it has a lawful basis to disclose that personal data to the Business and that, before disclosing it, it informed the contact person that the details will be shared with the Business and gave them a link to the Business’s privacy statement;

(c) the Partner will use personal data it receives from the Business or through the Partner Portal only to perform the Partner Services, will not disclose it further, and will implement appropriate technical and organisational measures to protect it;

(d) the Partner will notify the Business without undue delay, and in any event within forty-eight (48) hours, after becoming aware of an actual or suspected personal data breach involving personal data processed in connection with the Partner Agreement, and will cooperate with the Business’s response;

(e) the Partner will forward to the Business within five (5) Business Days any request from an individual that relates to personal data the Business is responsible for;

(f) the Partner will not place its own tracking technologies on referral links or the Partner Portal; and

(g) the Business will give the contact person the information required by Article 14 GDPR and processes the Partner’s own personal data in accordance with its privacy statement.”

3.10 In performing the Content Services, the Partner will clearly and visibly disclose its commercial relationship with the Business at the start of each post, in a way that is visible without expanding the post (for example “#ad” or “#partner”, or LinkedIn’s paid partnership label), in accordance with applicable consumer protection and advertising rules, including the Dutch Advertising Code (Nederlandse Reclame Code) and its Social Media & Influencer Marketing Code. The Partner will follow the Brand Guidelines and will not publish content that is misleading, unlawful or discriminatory, that discloses confidential information of the Business or any third party, or that is harmful to the Business’s reputation. The Partner will not make claims about the Business’s services, including claims about product capabilities, results, security or regulatory compliance (including under the EU AI Act), that go beyond the information in the materials provided by the Business. Paid promotion or boosting of a post is allowed only with the Business’s prior written approval, and boosted impressions do not count toward a Qualifying Post. The Partner complies with the rules of the platform on which it publishes, including the LinkedIn User Agreement.

3.11 The Partner retains ownership of the content it creates. The Partner grants the Business a non-exclusive, royalty-free, worldwide licence, for the duration of the Partner Agreement and twelve (12) months afterwards, to share, repost, quote, excerpt and reference Qualifying Posts on the Business’s own channels and in its marketing materials, with attribution to the Partner where reasonably practicable, including the Partner’s name, image and likeness as shown in those posts, to which use the Partner consents. The Business is not required to remove content shared or published during the licence period, and may remove its own copies at any time. To the extent permitted by law, the Partner agrees not to object to reasonable formatting, shortening and excerpting of its content. The Partner warrants that its content does not infringe third-party rights.

3.12 At the Business’s written request, the Partner will amend or remove any post published under the Content Services within forty-eight (48) hours if, in the Business’s reasonable opinion, the post does not comply with Article 3.10, contains inaccurate information or may harm the Business’s reputation. No Content Fee is payable for a post that the Partner fails to amend or remove as requested. The Business will likewise remove or amend its own copies of any such post.

3.13 The Partner will indemnify the Business against all third-party claims and, to the extent permitted by law, fines, penalties and reasonable costs (including reasonable legal fees) arising from a breach by the Partner of Articles 3.9 to 3.12 or 3.14, including any claim that content published by the Partner infringes third-party rights or breaches advertising rules. The Business will notify the Partner promptly of any claim and consult the Partner before settling it, and the Partner will cooperate.

3.14 The Partner will comply with applicable anti-bribery and anti-corruption laws and will not offer, give, request or accept any improper payment or other advantage in connection with the Partner Agreement. Where the Partner acts as an adviser, consultant or service provider to a Lead, the Partner will disclose to that Lead in writing, no later than at the time of the introduction, that it may receive commission from the Business, and will not introduce a Lead where doing so would conflict with its duties towards that Lead. The Business may disclose the commission arrangement to a Lead.

3.15 The Partner will provide the Business on request with any information the Business reasonably requires to comply with its own tax and reporting obligations in respect of payments under the Partner Agreement.

3.16The Partner confirms that neither it nor any person that owns or controls it is the target of sanctions imposed by the European Union, the Netherlands, the United Nations or the United States, and that it will not perform Partner Services for, or introduce, any person that is.

3.17 The Partner keeps records of its Lead registrations and Content Services for two (2) years after they occur and provides them to the Business on reasonable request.

3.18 The Business may suspend the Partner’s Account and the acceptance of its registrations immediately if it reasonably suspects a breach of the Partner Agreement, fraud, unlawful conduct or harm to its reputation, and may withhold Remuneration related to the suspected conduct while it carries out a diligent investigation. If no breach is established, it releases the withheld amount within thirty (30) days.

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4. Commission and Payment

4.1 Depending on the Partner Type, the Partner may, on the conditions in Annex 1, obtain the right to Commission when a Lead becomes a paying customer of the Business, and to Content Fees for Qualifying Posts.

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. The Partner Portal shows for each Accepted Lead its status, the Contract Value, the payments received and the Commission accrued.

4.3 Remuneration is paid in euros by invoice. The Partner issues an invoice to the Business for the amount shown in the specification under Article 4.7. Payment is conditional on receipt of a valid invoice and, for Commission, on the Business having received the relevant payment from the referred client in cleared funds. Commission is calculated on amounts actually received, net of refunds, credits and chargebacks. The Business pays within the Payment Period in Annex 1, Section 4. A valid invoice states the Partner’s legal name, address, registration and VAT numbers, the specification reference and the amount, and the Business pays only to a bank account in the Partner’s own name. The condition on client payment does not apply to Content Fees.

4.4 The Partner is solely responsible for any taxes, levies or duties applicable to Remuneration. Unless Annex 1 states otherwise, Remuneration is exclusive of VAT. Where VAT is applicable, the Partner includes it on the invoice at the applicable rate, or the reverse-charge mechanism applies where required by law. The Business may deduct or withhold any taxes it is required by law to withhold. Currency exchange and payment costs are borne by the Partner.

4.5 The frequency with which the commission will be paid out (hereinafter: “Payment Period”)” with “The period within which Remuneration is paid (the “Payment Period”)”.

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. The Payment Threshold does not apply to the last payment due in a Commission Period or to amounts due after termination.

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. 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 thirty (30) days after the specification is issued, otherwise these will be deemed final and correct.

4.8 No Remuneration is payable in respect of: (a) a Lead that is not an Accepted Lead, is a Connected Person, or is or was a customer of the Business; (b) a referral that is not a Qualifying Referral; (c) amounts the Business has not received, or that were refunded, credited or charged back; (d) Remuneration generated through fraud or in breach of the Partner Agreement or applicable law; (e) renewals, extensions, expansions, additional or follow-on contracts or fee increases, unless agreed in a separate written agreement; (f) fees relating to the period after the Commission Period; or (g) a post that is not a Qualifying Post. Items (a) to (c) and (e) to (f) do not apply to Content Fees.

4.9 Where Remuneration has been paid and it later appears that the referral or post did not qualify, that the client payment on which Commission was calculated was refunded, credited, reversed or charged back, that a post was removed in breach of Annex 1, Section 5, or that Article 4.8 applied, the Business may set the amount off against future Remuneration or require repayment within thirty (30) days after written notice. The Partner may not set off or suspend any payment owed to the Business.

4.10 A Lead qualifies as a Qualifying Referral only if:

(a) the Partner registers the Lead through the Partner Portal, or by e-mail to partnerships@carv.com stating the organisation’s name and the name, role and business e-mail address of a contact person, before the Lead enters a sales process with the Business. A Lead has entered a sales process if it has had a substantive commercial discussion, demonstration or proposal with the Business, or is recorded as an open opportunity in the Business’s CRM;

(b) the Business accepts the registration in writing, including through the Partner Portal, within ten (10) Business Days of receipt, and classifies the Lead as an Enterprise Organisation. The Business may reject a registration, stating the reason, if the Lead (i) is or was a customer of the Business, (ii) is already registered by another partner, (iii) has entered a sales process with the Business or engaged with the Business independently in the previous twelve (12) months, (iv) is not an Enterprise Organisation, (v) is a Connected Person, or (vi) was registered with incomplete or inaccurate information;

(c) if the Business does not respond within that period, the registration is treated as accepted, unless a ground in (b)(i), (ii), (iii) or (v) applied at the time of registration, in which case the registration lapses;

(d) if two partners register the same Lead, the earliest registration that the Business accepts prevails;

(e) the Business’s classification of an Accepted Lead as an Enterprise Organisation is binding, unless the registration contained inaccurate information; and

(f) the Lead concludes an Initial Contract within the Registration Period. If it does not, the registration lapses, and the Partner may register the Lead again if it is not then in a sales process with the Business.

4.11 The Business decides in its sole discretion whether, when and on what terms to conclude, continue, renew or end any contract with a Lead, including prices and discounts. No Remuneration arises unless an Initial Contract is concluded and paid. The Partner has no claim for lost Remuneration because the Business declines or ends a contract with a Lead, or changes its prices or discounts, provided the Business acts in good faith and does not act with the primary purpose of avoiding Remuneration.

4.12 Commission arising from a Brand Ambassador’s content is payable only if the Lead is registered under Article 4.10 or arrives through a tracked link provided through the Partner Portal and published in the post, and is accepted.

4.13 The Business may withhold a disputed amount while the dispute is resolved in good faith and pays the undisputed part. A withheld amount that is found to be due is paid within thirty (30) days after the dispute is resolved.

4.14 The Partner must invoice each specification within twelve (12) months after it was issued. To the extent the law permits, an amount not invoiced within that period lapses.

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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 Either Party may terminate the Partner Agreement without cause by giving one (1) month’s written notice to the other Party. During the notice period the Business may stop accepting new registrations and Content Services, and Article 5.4 applies.

5.3 Either Party may terminate the Partner Agreement by written notice 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 After termination of the Partner Agreement: (a) Remuneration accrued before the termination date, including Content Fees for Qualifying Posts published and confirmed before it, is paid in accordance with Article 4; (b) for Initial Contracts concluded before the termination date, Commission remains payable on payments the Business receives during the Commission Period; (c) if the Business terminates without cause, or the Partner terminates under Article 5.3, Commission is also payable on Initial Contracts that Accepted Leads conclude within one hundred eighty (180) days after the termination date and within their Registration Period; (d) no Remuneration accrues on Leads registered, or posts published, after the termination date; and (e) if the Business terminates under Article 5.3 or 5.7, Remuneration relating to fraud, self-referral, breach of Article 3.14 or 3.16, or any Lead or post obtained in breach of the Partner Agreement is forfeited.

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. The Partner will stop presenting itself as a partner of the Business.

5.6 Articles 3.9, 3.11, 3.13, 3.14, 4 (for accrued Remuneration and Article 4.9), 5.4 to 5.9, 6, 7, 9 and 11, and any other provisions that by their nature are intended to survive, survive termination of the Partner Agreement.

5.7 The Business may terminate the Partner Agreement with immediate effect, by written notice and without liability, if: (a) the Partner breaches Article 3.4 (self-referral, advertising, tracking), 3.10, 3.14 or 3.16 and the breach cannot be remedied; (b) Article 3.8 applies; (c) research under Article 3.7 shows that further affiliation will or might harm the Business’s reputation; (d) the Partner is declared bankrupt, applies for or is granted a suspension of payments or debt restructuring, is dissolved or ceases its business; or (e) the Partner no longer meets Article 2.6.

5.8 After termination, Article 3.12 continues to apply to posts the Partner published, for twelve (12) months. The Partner may leave existing posts online but will stop presenting itself as a partner of the Business.

5.9 The Parties do not intend the Partner to be a commercial agent. If and to the extent mandatory law, including the Dutch rules on commercial agency (Article 7:428 ff of the Dutch Civil Code), nevertheless applies and gives the Partner rights that cannot be excluded, those rights apply only to that extent and the rest of the Partner Agreement remains in force.

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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 may mention the Partner on its website(s) and in other promotional materials and use the Partner’s trade name, trademarks and logos for that purpose during the Partner Agreement and for twelve (12) months afterwards.

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. The Partner will not register or use any domain name, social media handle, trade name or keyword that contains or resembles the Business’s names or marks. All goodwill arising from the Partner’s use of the Business’s names and logos accrues to the Business.

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7. Liability

7.1 The Business is only liable towards the Partner for direct damages resulting from an attributable failure in the performance of the Partner Agreement. Liability for indirect damages is excluded. Indirect damages include lost savings, loss of data, loss of profit, damage to reputation, damage due to business interruption or stagnation, and Remuneration the Partner expected to earn on a Lead that has not concluded an Initial Contract.

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. A claim for which the Partner does not give notice within that period lapses to the extent the law permits.

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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.

8.4 Force majeure does not excuse an obligation to pay an amount that is already due. If force majeure lasts longer than sixty (60) days, either Party may terminate the Partner Agreement by written notice without liability, and Article 5.4 applies.

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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.

9.5 This Article 9 applies during the Partner Agreement and for three (3) years afterwards, and for trade secrets and personal data for as long as they remain confidential.

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10. Amendments‍

10.1  The Business may amend or supplement the Partner Agreement, including these Partner Terms and Annex 1, by written notice (including by e-mail or via the Partner Portal). Amendments take effect fourteen (14) days after the Partner was notified, or earlier where required by law or necessary to address security or abuse. If the Partner does not accept an amendment, it may terminate the Partner Agreement by written notice with effect on or before the date the amendment takes effect, without observing the notice period in Article 5.2. If the Partner continues to perform Partner Services after that date, it accepts the amendment.

10.2 Amendments to Commission, Content Fees, payment terms or eligibility criteria apply only to Leads registered and posts published after the effective date. Accepted Leads, Qualifying Referrals in progress, posts already published and Remuneration already accrued are not affected.

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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 Amsterdam, The Netherlands 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. Notices to the Business are sent to contact@carv.com or its registered office. Notices to the Partner are sent to the e-mail address in its Account or application, which the Partner keeps current, and are deemed received on the next Business Day after sending

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.

11.9 The Partner Agreement is the entire agreement between the Parties on its subject matter and supersedes all earlier terms, arrangements and versions of the Partner Program terms between them, including any reseller, margin or brand ambassador arrangement. Remuneration validly accrued under an earlier arrangement is paid under the terms under which it accrued. The Partner’s own general terms and conditions are excluded.

11.10 Acceptance of the Partner Terms by electronic means, and signature of an Order Form by electronic signature, are valid and binding.

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Download: Partner Terms - Annex 1