Partner Programme Terms

These Partner Programme Terms (the Partner Terms) form a binding agreement between Blackwellen Limited, a company registered in England and Wales under company number 16482166, whose registered office is at 61 Bridge Street, Kington, Herefordshire, HR5 3DJ, United Kingdom (Blackwellen, we, us), and the person or organisation accepted into the Propvora Partner Programme (the Partner, you).

You accept these Partner Terms when you submit an application and tick the acceptance box. They apply from the date we approve your application. If you apply on behalf of an organisation, you confirm that you are authorised to bind it.

You enter into these Partner Terms in the course of your trade, business or profession, and not as a consumer. If you are also a customer of Propvora, your use of the platform remains governed by our Terms of Service.

Partners at the Strategic Partner level, and any other partner with whom we agree individual terms, may sign a separate written agreement. Where it conflicts with these Partner Terms, the separate agreement prevails.

In these Partner Terms:

• Attribution Window: the period of [Blackwellen to confirm: cookie window, e.g. 90] days after a Valid Click.
• Commission: the amount payable to you under section 6 (Commission).
• Commission Period: the first six months of a Referred Customer's paid subscription, starting on the first day of its first paid billing period.
• Cooling-off Hold: the 30-day period described in section 7 (Cooling-off hold, reversals and clawback).
• Net Revenue: the subscription Fees for the Commission Period actually received by us from a Referred Customer, excluding VAT and other taxes, and after any discounts, credits, refunds and chargebacks.
• Partner Level: the level (such as Approved, Growth, Pro, Elite or Strategic Partner) assigned to you based on your number of active, valid, paying Referred Customers, as shown on our partners page and in your Partner Workspace.
• Partner Workspace: the dashboard through which you obtain your Referral Link, track referrals and Commission, and access approved assets.
• Qualifying Customer: a customer who meets the requirements of section 5 (Qualifying and non-qualifying customers).
• Referral Link: the unique tracked link and attribution ID we issue to you.
• Referred Customer: a Qualifying Customer attributed to you under section 4 (Referral links and attribution).
• Valid Click: a click on your Referral Link by a genuine prospective customer acting of their own free will, not generated by any method prohibited by section 9 (Marketing rules).

Other capitalised terms have the meanings given in our Terms of Service.

The Partner Programme is open to individuals aged 18 or over and to organisations, such as consultancies, letting and property management businesses, trainers, supplier networks and software businesses, that can make genuine introductions to property operators.

We review every application and may accept or decline it at our discretion. We may ask for information to verify your identity, business, website or audience, and we may decline applicants whose channels or content are inconsistent with these Partner Terms or our brand. Approval may be subject to completing payout onboarding under section 8 (Payouts).

Independent contractor. You act as an independent contractor. Nothing in these Partner Terms creates an employment, worker, agency, partnership or joint venture relationship. You have no authority to make any promise, representation or contract on our behalf, to accept orders or payments for us, or to negotiate prices. You are responsible for your own costs, staff, equipment and methods of work. The arrangement is non-exclusive: you may promote other products, and we may appoint other partners.

We will issue you a Referral Link through your Partner Workspace. You must use only the Referral Link and approved assets we provide, and you must not alter, mask or redirect the Referral Link in a way that hides its destination or your identity as a partner.

Attribution model. A prospect is attributed to you if they create a Propvora account within the Attribution Window following a Valid Click on your Referral Link, and your Referral Link was the last Valid Click from any partner before the account was created (last valid click). Once an account is created with your attribution, it stays attributed to you while it signs up for and continues a paid subscription.

Attribution is recorded using our first-party tracking and the attribution ID, as described in our Cookie Policy. Tracking depends in part on the prospect's browser and cookie choices, and we do not guarantee that every click will be tracked. Where tracking fails, we may, at our reasonable discretion, attribute a customer to you if you provide evidence that you made the introduction and the customer confirms it.

Our records are the basis for attribution and Commission. If you believe a referral has been attributed incorrectly, you must tell us within 60 days of the relevant sign-up, and we will review it in good faith. Where two partners claim the same customer, the last valid click rule decides, and our decision on a review is final, save in the case of manifest error.

A customer is a Qualifying Customer only if all of the following apply:

1. it is a new customer, meaning that neither it nor any organisation in its group had a Propvora account (including a trial) before your Referral Link was first clicked;
2. it is attributed to you under section 4;
3. it starts a paid subscription and pays the Fees for it;
4. it accepts and complies with our Terms of Service; and
5. it is not a non-qualifying customer under the next paragraph.

The following are not Qualifying Customers, and no Commission is payable in respect of them:

• self-referrals: you, your own business or properties, any organisation you control, own or are employed by, or members of your household;
• existing customers: any person or organisation that already has, or previously had, a Propvora account, including a trial or a lapsed subscription;
• customers obtained by any method prohibited by section 9 (Marketing rules) or the Acceptable Use Policy, including brand bidding, spam, cookie stuffing or misleading claims;
• customers whose accounts are created using false or duplicated details, or that we reasonably believe are fraudulent; and
• customers on free, internal, discounted partner or non-commercial plans, unless we agree otherwise in writing.

We may ask for reasonable information to confirm that a customer qualifies, and may withhold Commission while we do so.

For each Referred Customer, we will pay you Commission equal to the rate attached to your Partner Level, applied to Net Revenue received during the Commission Period: 7% (Standard, the starting level), 8% (Pro), 9% (Partner) or 10% (Enterprise). Partner Levels, how they are reached and their rates are shown on our partners page and in your Partner Workspace. A higher rate applies only to payments received after you reach that level and is not applied retrospectively.

Commission is recurring for each billing period within the Commission Period in which we receive a payment, up to a maximum of six months of paid subscription per Referred Customer. For example, a Referred Customer on the Pro plan at £49 a month generates Commission of about £3.43 for each month it pays, for up to six months, at the Standard rate of 7%.

If a Referred Customer pays annually, Commission is calculated on the portion of the annual Net Revenue that relates to the first six months (that is, six-twelfths of it), and accrues when the annual payment is received.

If a Referred Customer upgrades or downgrades during the Commission Period, Commission is calculated on the Net Revenue actually received. No Commission is payable on payments received after the Commission Period ends, on payments that are never received, on one-off or professional services fees, or on taxes.

Commission figures and earnings examples on our website, including the commission modeller, are illustrations only and are not a promise or guarantee of any level of earnings.

Commission on each payment is subject to a 30-day Cooling-off Hold starting on the date we receive that payment. During the hold, Commission is shown as pending in your Partner Workspace. It clears at the end of the hold, provided the payment has not been refunded, reversed or charged back and the customer remains a Qualifying Customer.

Commission is reversed, in whole or in part, if during the Cooling-off Hold the relevant payment is refunded (including where a consumer exercises a statutory right to cancel), credited, charged back, fails or is reversed, or we determine that the customer is not a Qualifying Customer.

Clawback. If, after Commission has cleared or been paid, a payment on which it was calculated is refunded or charged back within 180 days of the payment date, or we discover that the customer was not a Qualifying Customer (in which case no time limit applies where the reason is your fraud or breach), we may recover the related Commission by deducting it from your future Commission. If your future Commission is insufficient, or these Partner Terms have ended, you must repay the amount within 30 days of our written request.

We will show reversals and clawbacks in your Partner Workspace with a short reason.

Stripe Connect. We pay Commission through Stripe Connect. To receive payouts you must create and maintain a connected account with Stripe, complete Stripe's identity verification and accept Stripe's applicable terms. Stripe processes your information as described in its own privacy notice. We are not responsible for delays caused by incomplete verification or by Stripe.

Minimum payout. Cleared Commission moves into your payout balance. We pay your payout balance when it reaches £50 or more. We make payouts monthly, within 30 days after the end of each calendar month, for the balance cleared by the end of that month. Balances below £50 roll over to the next month. All payments are made in pounds sterling; any currency conversion or bank fees charged by your own provider are your responsibility.

Tax. You are solely responsible for declaring and paying all taxes and national insurance on your Commission, including income tax or corporation tax. Commission is stated exclusive of VAT. If you are registered for VAT, you must give us your VAT number in your Partner Workspace and provide a valid VAT invoice (or agree a self-billing arrangement with us in writing), and we will pay VAT in addition at the applicable rate. You must tell us promptly if your VAT status changes. We may deduct or withhold any amount we are required by law to deduct.

Set-off and unclaimed sums. We may set off any amount you owe us under these Partner Terms against Commission. If you do not complete payout onboarding within 12 months after Commission first clears, we will contact you, and if you still do not do so within a further 90 days, we may treat the unclaimed Commission as forfeited.

You must promote Propvora honestly, lawfully and in line with these rules. You are responsible for all content you publish and all communications you send, and for the conduct of anyone acting for you.

Disclosure of the partner relationship

Any content in which you promote Propvora and can earn Commission is marketing under the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code). You must make it obviously identifiable as advertising before the audience engages with it, by using a clear, prominent label such as “#ad” or “Ad” at the start of social posts and videos, and a clear statement near the top of articles, newsletters and websites. You must follow the Advertising Standards Authority's guidance on affiliate marketing and the Competition and Markets Authority's guidance on hidden advertising. Phrases such as “#sp”, “#aff” or a disclosure hidden in a profile or at the end of a long piece of content are not sufficient.

Consent for electronic marketing

You must not send marketing emails, texts or other electronic messages promoting Propvora to individuals (including sole traders and partnerships) unless you have their prior consent or can lawfully rely on the soft opt-in, in each case as required by regulation 22 of the Privacy and Electronic Communications Regulations 2003. Every message must identify you as the sender and include a simple, free way to opt out. You must not use bought, rented or scraped lists, and you must not make unsolicited marketing calls to numbers registered with the Telephone Preference Service or Corporate Telephone Preference Service.

Prohibited methods

You must not:

• bid on brand terms: bid on “Propvora”, “Blackwellen” or any misspelling or variation of them in paid search or social advertising, or use them in ad copy or display URLs, without our prior written consent;
• register domain names, social media handles or app names containing our trade marks or confusingly similar terms;
• cookie stuff: drop tracking cookies or attribute clicks without a genuine, intentional click by the prospect, including by using hidden iframes, pop-unders, forced clicks, browser extensions or adware;
• offer incentives for clicks or sign-ups, or publish discount or coupon codes, unless we have issued them to you for that purpose;
• make misleading claims, including about features, prices, legal compliance, AI capabilities or results, or claim that Propvora guarantees compliance with landlord or agent law;
• make unrealistic or guaranteed income statements about the Partner Programme when recruiting others;
• impersonate Propvora or our team, or suggest that you are our employee, agent or official reseller;
• make disparaging or unsubstantiated comparative claims about competitors;
• target marketing at children, or place promotions on sites with unlawful, hateful, adult or infringing content; or
• spam forums, review sites, comment sections or social groups.

Breach of this section is a material breach of these Partner Terms. Section 12 (Suspension and termination) and section 5 (Qualifying and non-qualifying customers) set out the consequences.

We grant you a non-exclusive, non-transferable, revocable licence during the term of these Partner Terms to use the Propvora name, logo and the approved assets we make available in your Partner Workspace, solely to promote Propvora in accordance with these Partner Terms and any brand guidelines we provide.

You must not modify our logos or assets, combine them with other marks, or use them in a way that suggests endorsement of your own products or services. All goodwill arising from your use of our marks belongs to us. You may create your own original content about Propvora, provided it is accurate and complies with section 9.

We may ask you to change or remove any content that refers to Propvora, and you must do so within 5 Business Days, or within 24 hours if we reasonably consider the content unlawful or misleading. On termination you must stop using our marks and assets and remove them from your channels within 14 days.

Each party acts as an independent controller of the personal data it processes in connection with the Partner Programme, and each must comply with the UK GDPR and the Data Protection Act 2018. Nothing in these Partner Terms makes either party the processor of the other.

You are responsible for the personal data you collect about your own audience and prospects, including having a lawful basis and giving privacy information. You must not pass us personal data about a prospect unless you are entitled to do so. We process the personal data of prospects and Referred Customers who sign up as controller, under our Privacy Notice. We will not give you access to any Referred Customer's Workspace or Customer Data. We may show you limited information needed to administer the programme, such as the referred organisation's name, the status of its subscription and the related Commission, and you must use that information only to track your Commission.

We process your personal data as a partner (for example your contact, verification, payout and tax information) as controller, as described in our Privacy Notice. Questions can be sent to our data protection lead at info@blackwellen.com.

Confidentiality. You must keep confidential any non-public information we share with you, including information in your Partner Workspace, unpublished features, pricing or commercial terms, and use it only for the purposes of the Partner Programme. This obligation continues for three years after these Partner Terms end.

These Partner Terms continue until ended under this section. Either party may end them at any time by giving the other at least 14 days' written notice, including by email.

We may suspend your participation, freeze your Referral Link and withhold Commission while we investigate, or end these Partner Terms immediately by notice, if we reasonably believe that you have committed a material breach of them (including of section 9 (Marketing rules)), acted fraudulently or dishonestly, or damaged or are likely to damage our reputation, or if you become insolvent.

Effect on Commission

• If either party ends these Partner Terms on notice, or we end them for a reason other than your breach or fraud, we will pay all Commission on payments received from Referred Customers before the termination date, once it has cleared, even if your final balance is below £50. No Commission accrues on payments received after the termination date.
• If we end these Partner Terms because of your material breach or fraud, you will not receive Commission relating to customers obtained through, or affected by, that breach or fraud, and we may recover any such Commission already paid. We may also set off against other unpaid Commission any loss we reasonably incur as a direct result of the breach. Commission that is unconnected with the breach will be paid in the usual way, less any such set-off.

On termination your Referral Link will stop working and your licence under section 10 ends. Sections 7, 8 (for Commission still payable), 11, 13, 14 and 15, and any other provision intended to survive, continue after termination.

You warrant that the information in your application is accurate, that you will comply with all laws applicable to your marketing activities, and that your content will not infringe anyone's rights.

You will indemnify us against losses, fines, costs and reasonable legal fees arising from any third-party claim or regulatory action resulting from your breach of section 9 (Marketing rules) or section 11 (Data protection and confidentiality), or from content you publish.

We provide the Partner Programme and Partner Workspace “as is”, and we do not guarantee that they will be uninterrupted or that any level of referrals or earnings will be achieved.

Nothing in these Partner Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited. Subject to that, neither party is liable for any loss of profits, revenue, business or goodwill, or any indirect or consequential loss, and our total liability arising under or in connection with these Partner Terms is limited to the total Commission paid and payable to you in the 12 months before the event giving rise to the claim. This cap does not limit our obligation to pay Commission properly due to you.

We may change these Partner Terms, the Commission rates, the Partner Levels or the structure of the Partner Programme by giving you at least 30 days' notice by email or in your Partner Workspace. Changes that reduce Commission will apply only to Referred Customers whose accounts are created after the change takes effect; Commission for existing Referred Customers will continue on the terms that applied when they were attributed to you, for the rest of their Commission Period. Changes that benefit you, or are required by law, may take effect immediately.

If you do not agree to a change, you may end these Partner Terms before it takes effect, and section 12 will apply as if you had given notice. We may close the Partner Programme on 30 days' notice, in which case we will pay all Commission on payments received before closure, once cleared.

Compliance. Each party will comply with the Bribery Act 2010 and applicable anti-slavery and anti-corruption laws in connection with these Partner Terms, and you must not offer any inducement to any person to become a customer other than as permitted by these Partner Terms.

Assignment. You may not assign or transfer these Partner Terms without our prior written consent. We may assign them to a group company or a buyer of our business.

Notices. Notices to us must be sent to info@blackwellen.com. We will send notices to the email address in your Partner Workspace.

Third-party rights. No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Partner Terms.

Entire agreement and severance. These Partner Terms, together with any separate written agreement under section 1, are the entire agreement between us about the Partner Programme. If any provision is held invalid or unenforceable, the rest remains in force. A delay in exercising a right is not a waiver of it.

Governing law and jurisdiction. These Partner Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

About us. Blackwellen Limited is registered in England and Wales under company number 16482166, with its registered office at 61 Bridge Street, Kington, Herefordshire, HR5 3DJ, United Kingdom, and is registered with the ICO under number ZB905402.