Referral Partner Programme Terms, ISMS Copilot

Version: 1.1. Effective Date: 2026-10-22.

These Referral Partner Programme Terms (the "Terms") form an agreement between Better ISMS EURL, 60 rue François 1er, 75008 Paris, France, registered with the Paris Trade and Companies Register under SIREN 943 594 648, VAT number FR73943594648, contact@ismscopilot.com ("ISMS Copilot", "we", "us"), and the person or entity identified in the partner account ("you"). They govern the ISMS Copilot referral partner programme (the "Programme").

You accept these Terms by actively confirming your agreement in the partner dashboard after being given access to them. We keep the accepted version and the acceptance date, and a copy is always available at this page. If you accept for an entity, you confirm that you are authorised to bind it. Better ISMS EURL alone operates the Programme and owes its obligations.

Scope. These Terms cover referral commissions only. They are separate from the Partner Terms of Service for the ISMS Copilot Embed, which govern embedding ISMS Copilot in a partner's product, and from the Terms of Service, which govern your own use of ISMS Copilot.

1. Joining

1.1 You must be at least 18 and able to enter into a contract. Joining is free. We may approve accounts automatically after you accept these Terms. We may decline or close an account that does not meet these Terms, or where the law (including sanctions law) forbids paying you.

1.2 You participate for the purposes of your trade, business or profession (for example as a consultant, trainer, publisher, creator or company). This statement does not remove any right that mandatory law gives you if you nonetheless qualify as a consumer or non-professional.

1.3 You provide and keep up to date your legal name, legal form if any, postal address, email address, tax-residence country and payout details. If your activity falls within mandatory rules on commercial influence (for example French law n° 2023-451 and its implementing decree, which require a written contract with specified content from EUR 1,000 excluding tax per advertiser and calendar year), these Terms and your completed partner account together record the parties' identities and contact details, tax-residence countries, the promotional mission described in section 5, the remuneration in section 3, the rights and obligations of each party, and the permissions in section 5(d). Before that threshold is reached, we will provide any additional written particulars the law requires. You tell us promptly if information relevant to that assessment changes.

1.4 Your role. Your role is limited to publishing recommendations and directing interested visitors to us. We do not appoint you to conduct sales negotiations, solicit or accept orders on our behalf, make or vary offers, manage customer relationships, or represent that you can bind us. Customers contract directly with Better ISMS EURL. You remain independent and decide whether, when and how to promote ISMS Copilot, subject to these Terms. You are not our employee or representative. Nothing in these Terms excludes a legal status or mandatory protection that applies because of the activities you actually perform.

1.5 Partners from our previous platform. Moving the Programme to a new platform does not cancel or reduce commissions you already earned or referral rights you already had. Referrals and unpaid commissions validly credited before the move stay credited, and the consent and 60-day rules in section 2 do not apply to them retroactively. Commissions already earned are paid whether or not you have accepted these Terms. Partners in the ISMS Copilot Community group keep their agreed 50% rate. Any rate agreed with you individually prevails over section 3.1.

2. How referrals are credited

2.1 You receive a personal referral link from the partner dashboard. A visitor who arrives through your link is asked whether they want to credit the partner who sent them. A referral is credited to you only if the visitor accepts.

2.2 The first partner credited on an account keeps the credit. A later link from another partner does not replace it.

2.3 A credited account earns you commission only if its first Qualifying Payment is made within 60 days of the visitor accepting the credit.

2.4 The customer may withdraw their consent to the credit at any time, as data protection law allows. No commission accrues on payments made after the withdrawal; commissions on earlier payments are not affected.

2.5 Attribution depends on the visitor's choice and on technical systems that can fail, so we do not guarantee that every visit, signup or payment will be credited. Dashboard and payment records are evidence but are not conclusive. If you report an apparent attribution error, we review the reasonably available evidence, explain our decision and correct verified errors. This clause does not change any burden of proof set by law.

3. Commission

3.1 Rate. You earn 30% of each Qualifying Payment by a credited customer, for as long as that customer keeps paying for their qualifying subscription, including qualifying upgrades. This continues after your participation ends or the Programme closes to new referrals, as described in section 8, unless your account was closed under section 7.

3.2 Qualifying Payment means a successfully collected payment for an ISMS Copilot personal subscription plan (currently Plus, Standard, Pro, Business and Unlimited), excluding taxes such as VAT, after discounts, credits and proration, and excluding amounts refunded or charged back. The following do not qualify: usage top-ups, extra-usage purchases, API credits, Team plans and Embed partner subscriptions. A payment of zero (for example during a free trial) earns nothing. We may add plans to this list. We will not remove a plan for a customer already credited to you without your express agreement.

3.3 Currency. Commissions are calculated in US dollars. A Qualifying Payment collected in another currency is converted to US dollars at the exchange rate our payment processor applied to that payment or, where it applied none, at the European Central Bank reference rate for the payment date (or the last rate published before it). A refund or chargeback on that payment is converted at the same rate. A later change to this rule will not reduce commissions already earned.

3.4 Refunds and disputes. If a Qualifying Payment is refunded in full or in part, or charged back, the commission on it is reduced in proportion to the amount refunded or lost. While a payment dispute is open, the commission on the disputed amount may be held, and it is restored if the dispute is resolved in our favour. No amount is reversed or recovered twice. We may offset a valid reversal against later commissions after giving you an itemised explanation.

3.5 Not eligible. No commission is earned on: (a) your own account, or an account belonging to you, your employer, your household or a company you own or control (self-referral); (b) accounts created or payments made in breach of section 6; (c) payments by customers who were already paying ISMS Copilot customers before they accepted your credit.

3.6 Review hold. To protect the Programme against fraud, we may hold for review any commission that is unusually large for your account (currently above USD 1,000 in a calendar month) or that our checks flag as a possible self-referral. A review threshold is not an earnings cap. We tell you by email the amount held and the reason, pay unaffected commissions on schedule, and release amounts that pass review with the next payout. A hold lasts no more than 30 days unless a specific factual, legal, sanctions, fraud or payment dispute remains unresolved, in which case we give you periodic updates.

4. Payouts

4.1 Commissions are paid monthly, 30 days after the end of the month in which the Qualifying Payment was made (to allow for refunds), on the payout date shown in the dashboard. There is no minimum payout amount.

4.2 Our partner platform, Tolt, administers payouts on our behalf to the payout method you choose in the dashboard (for example bank transfer, PayPal or Wise, as offered for your country). Better ISMS EURL remains responsible for the commissions due under these Terms. Tolt may ask you to accept its own terms for receiving payouts and completing identity and tax forms; those terms govern how payments are collected and sent, and these Terms govern your commission rights against us.

4.3 You are responsible for your own tax, social security and registration obligations, and for the accuracy of your tax information. Where we offer self-billing, you authorise Better ISMS EURL, acting through the identified billing service, to issue commission invoices and corrections in your name and on your behalf; before self-billing starts we make the invoice acceptance procedure available to you, and each invoice is supplied for your review and accepted under that procedure. A payout statement is not a tax invoice unless it meets the applicable invoicing rules. We may request information, make reports to tax authorities or withhold amounts where the law requires it.

4.4 If your payout details are missing, invalid or rejected, we tell you and keep the amount due until valid details are supplied. Commissions keep accruing in the meantime, and nothing is forfeited by contract.

4.5 We bear the platform's payout fees. Fees charged by your own bank or payment provider, or for currency conversion on your side, are yours.

5. Your obligations

You must promote ISMS Copilot honestly and lawfully. In particular: (a) each promotional communication must make its commercial nature immediately clear, using the wording required by the law and platform rules that apply to you and your audience. For content aimed at the French public, use "Publicité", "Collaboration commerciale" or an equally clear designation, displayed clearly and legibly throughout the promotion where required. Do not hide the disclosure behind a profile page, a link, a cluster of hashtags or a collapsed "more" section; (b) you make only truthful claims supported by materials we publish or provide. You must not claim or imply that ISMS Copilot guarantees certification, audit success or legal compliance, or imply employment, agency, endorsement, regulatory approval or authority to bind us; (c) you comply with the law on electronic marketing, consumer protection and data protection, including consent for any marketing emails you send; (d) you may use our name and logo only as provided in the partner dashboard, only to promote ISMS Copilot under these Terms, and you stop when we ask.

6. Prohibited practices

You must not: (a) refer yourself or an account under your control, or offer cash, rebates or other incentives to customers to sign up through your link unless we agree in writing; (b) bid on "ISMS Copilot", "ISMSCopilot", "Better ISMS" or confusingly similar terms in search or social advertising, or use those terms in domain names, app names or social handles; (c) send spam or unsolicited messages, or post your link where that is prohibited; (d) use cookie stuffing, forced clicks, hidden or automatic redirects, misleading pages, bots or any other method that credits a referral the customer did not knowingly make; (e) impersonate ISMS Copilot or create sites or accounts that could be mistaken for ours.

7. Breach and suspension

7.1 If we reasonably believe you breached section 5 or 6, we may suspend your account while we check, telling you the reason by email. You can reply with your explanation, and we take it into account.

7.2 If we confirm a material breach, we may close your account and withhold, or recover from later payouts, only the commissions caused by that breach, fraud or unlawful conduct. Unaffected commissions and continuing rights from valid referrals remain payable.

8. Changes, leaving and closing the Programme

8.1 Changes. We may change these Terms for future referrals by emailing you at least 30 days before the change takes effect. A change does not reduce the rate or eligibility rules that apply to a customer already credited to you without your express agreement. A change required by law may take effect sooner where necessary, but never removes payments already earned. If you do not accept a change, you may leave before it takes effect.

8.2 Leaving. You may leave the Programme at any time from the dashboard or by email to contact@ismscopilot.com, free of charge. We may end your participation with at least 30 days' notice, or immediately for a material breach where proportionate. Leaving or being removed stops new referrals but does not cancel commissions already earned or your continuing commission on customers already credited to you, except as section 7 allows.

8.3 Closing the Programme. We may close the Programme to new referrals with at least 90 days' notice. Customers credited before the closing date keep earning you commission under these Terms for as long as their qualifying subscription continues. We may administer those commissions through Tolt, another provider or directly.

8.4 Transfer. You may not transfer your partner account without our consent. We may transfer the Programme to a company that takes over the ISMS Copilot business, with notice to you, provided existing referral rights and payment entitlements are preserved.

9. Personal data

9.1 Better ISMS EURL processes Programme personal data (identity, contact, tax and payout details, and activity on your link) to run referrals, calculate and pay commissions, prevent fraud, meet legal obligations and manage the partner relationship, as described in our Privacy Policy. Tolt, Inc. and payment providers process that data in the roles and for the purposes set out in the Privacy Policy, the applicable data processing agreements and their own notices. International transfers use a lawful transfer mechanism where required.

9.2 You do not receive the identity of the customers you refer. If you nonetheless receive personal data about a customer in connection with the Programme, you must not use it to identify or contact the customer, or for any unrelated purpose, without an independent lawful basis, and you delete it on our request.

10. Liability

10.1 We do not guarantee any level of referrals or earnings. Nothing in this section limits our obligation to administer valid referrals and pay the commissions due.

10.2 If you act in a professional capacity, neither party is liable for indirect losses, to the extent the law allows. Our total liability is then limited to the greater of EUR 500 and the commissions paid or payable to you in the 12 months before the event giving rise to the claim. No exclusion or cap applies to commissions or other payment obligations, fraud, wilful misconduct, gross negligence, death or personal injury, data protection liability that cannot lawfully be limited, any mandatory indemnity, or any other liability the law does not allow to be limited. These exclusions and caps do not apply to a partner who qualifies as a consumer.

10.3 Each party is responsible for third-party claims to the extent they arise from its own breach or unlawful conduct.

11. General

11.1 These Terms are governed by French law. If you qualify as a consumer, this choice does not deprive you of the mandatory protection of the law of your habitual residence, and you may bring proceedings in any court available to you under consumer law. Between merchants only, and where the law permits, the courts having jurisdiction over the registered office of Better ISMS EURL have exclusive territorial jurisdiction.

11.2 These Terms are written in English. Where we publish a translation, a consumer habitually resident in France may rely on the French version. Otherwise the English version prevails to the extent the law allows.

11.3 Notices to you go to the email address on your partner account. Notices to us go to contact@ismscopilot.com.

11.4 If a provision is held invalid, the rest remains in force.