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Terms and Conditions for Affiliate Program

1. PURPOSE AND ACCEPTANCE

1.1 Purpose

These Terms and Conditions (hereinafter, the “Terms” or the “Agreement”) govern the contractual relationship between the entity offering the program (hereinafter, the “Company”) and the individual or legal entity requesting to join as an affiliate (hereinafter, the “Affiliate”) for the purpose of promoting OTP, authentication, and related solutions, and earning commissions based on the profit generated by the referred or managed clients.

1.2 Acceptance

By registering for the Affiliate Program (hereinafter, the “Program”), the Affiliate acknowledges having read and fully accepted these Terms. Any use of or participation in the Program constitutes the Affiliate’s complete acceptance of these Terms.

2. Definitions

For the purpose of this Agreement, the following definitions apply:

  • "Company": The entity providing OTP, authentication, and related solutions, which invites third parties to join its Affiliate Program.
  • "Affiliate": The individual or legal entity enrolling in the Program to refer clients and, if applicable, sub-affiliates to the Company in exchange for a commission.
  • "Sub-affiliate": An individual or legal entity that is, in turn, referred to the Program by an Affiliate, undergoing the same registration, validation, and confirmation process.
  • "Client": The individual or legal entity that uses the services provided by the Company after being referred by the Affiliate or Sub-affiliate.
  • "Profit": The net margin that the Company earns from providing services to referred clients, after deducting direct costs, third-party fees, and other expenses directly associated with service delivery.
  • "Commission": The percentage of the Profit payable to the Affiliate (or Sub-affiliate) according to the modalities set out in this Agreement.

3. Onboarding Process

The process to become an Affiliate involves the following steps:

3.1 Initial Registration

  • The prospective Affiliate fills out the registration form available on the Company’s website or platform, providing accurate and complete information (contact details, professional background, geographic location, etc.).
  • Registration alone does not imply automatic acceptance into the Program; it is subject to a subsequent validation by the Company.

3.2 Validation

  • The Company reviews the submitted information to ensure the candidate meets its internal policies and requirements.
  • Additional documentation, references, or samples of previous work may be requested.
  • The Company reserves the right to reject any application without detailed explanation if it does not meet the Company’s internal criteria or if any irregular activity is suspected.

3.3 Confirmation of Incorporation

  • Once approved, the Company will send the Affiliate formal notice (by email or another suitable medium) confirming the Affiliate’s acceptance into the Program.
  • From that point on, the Affiliate may begin referring clients and, if applicable, inviting other developers (Sub-affiliates).

3.4 Effective Activation

  • The activated Affiliate will receive access credentials (if applicable) and a unique tracking link or method to identify the clients they refer.
  • Any promotional or referral activity conducted prior to confirmation of incorporation will not be eligible for commissions unless expressly authorized in writing by the Company.

4. PARTICIPATION REQUIREMENTS

4.1 Legal Compliance

The Affiliate must comply with all applicable regulations in its jurisdiction, including but not limited to advertising laws, data protection, anti-spam, and intellectual property regulations. In particular, if the Affiliate operates or promotes the services in India, Bangladesh, or Pakistan, the Affiliate undertakes to comply with all relevant local laws and regulations.

4.2 Non-Exclusivity (Optional)

Unless otherwise stated, this Agreement does not create any exclusivity for the Affiliate, nor does it prohibit the Affiliate from participating in other similar affiliate programs. However, the Company may define exclusivity clauses for specific territories or market segments on an individual, written basis.

4.3 No Illegal or Fraudulent Use

The Affiliate shall not use any deceptive, fraudulent, or unlawful marketing tactics to promote the Company’s services. This prohibition includes, but is not limited to:

  • Sending unsolicited bulk emails (spam).
  • Promotion via websites or channels containing illegal, violent, discriminatory, or defamatory content.
  • Identity fraud or unfair competition.

The Company reserves the right to suspend or terminate this Agreement immediately if such conduct is detected.

5. CLIENT INCORPORATION

5.1 Required Data

To be entitled to commissions, the Affiliate must provide the Company with at least the following information about each potential client:

  • Full name of the company (or individual).
  • Name and details of the contact person.
  • Type of development or project in which the Company’s services will be integrated (OTP, authentication, etc.).
  • Phone number and email address of the contact person.

5.2 Client Approval Process

  • Each referred client will go through the Company’s credit and commercial viability evaluation.
  • The Company reserves the right to reject clients who do not meet internal requirements or present excessive risk.
  • If approved, a credit or consumption limit will be assigned based on the client’s category and needs.

5.3 Right to Reject Prospects

The Company is not obligated to accept every prospect the Affiliate refers. Therefore, the Affiliate acknowledges that not all potential clients they refer will automatically be added to the Company’s client portfolio.

6. COMMISSION STRUCTURE AND MODALITIES

6.1 Profit-Based Calculation

  • Commissions are calculated on the Profit (net margin) the Company obtains from providing services to the referred client, not on the gross revenue.
  • The Company reserves the right to define, at its discretion, how it calculates its Profit, taking into account direct costs and other necessary expenses for service provision.
  • Upon request by the Affiliate, the Company may, at its discretion, provide additional information regarding the cost deductions, provided it does not breach confidentiality or undermine the Company’s competitive position.

6.2 Participation Modalities

There are two main ways to refer clients:

6.2.1 Full Sale Management (10% on Profit)

  • The Affiliate handles the introduction, negotiation, and sale closure.
  • The Affiliate earns 10% of the Profit generated by that client.
  • This percentage remains in force as long as the client continues to consume the Company’s services and generate Profit.

6.2.2 Client Referral Only (5% on Profit)

  • The Affiliate provides the client’s contact details, but the Company conducts the negotiation and closure.
  • The Affiliate earns 5% of the Profit, only for the first three (3) months of that client’s consumption.

6.3 Recommendation of New Affiliates (Sub-affiliates)

  • The Affiliate may recommend other potential affiliates by submitting their details to the Company.
  • If these candidates complete the registration, validation, and confirmation process successfully, they will become Sub-affiliates tied to the referring Affiliate.
  • The principal Affiliate receives an additional 2.5% on the Profit generated by clients these Sub-affiliates bring to the Company.
    • The Sub-affiliate, in turn, is entitled to 10% or 5% according to whether they fully manage the sale or merely refer the client.
    • This 2.5% does not affect the Sub-affiliate’s own commission rate; it is an additional reward for the principal Affiliate.

6.4 Special Conditions or Promotions

  • Occasionally, the Company may offer special bonuses or incentives for specific marketing campaigns.
  • Such promotions will be announced separately and have a limited period of validity.

7. PAYMENT METHOD AND FREQUENCY

7.1 Monthly Settlements

  • The calculation and settlement of commissions will take place monthly, within a specified timeframe (e.g., the first 10 business days of each month).
  • The Affiliate will receive a detailed report with the information on the clients who generated Profit and the total commission amount.

7.2 Minimum Payout Threshold

The Company may set a minimum commission threshold (e.g., US$100) before issuing payments. If the commission does not reach this threshold in a given month, it will be carried over to the following month.

7.3 Payment Method

  • The Affiliate must provide the Company with the necessary information (bank account details, PayPal, or other accepted methods) to receive payments.
  • Any bank fees, taxes, or additional charges derived from the chosen payment method shall be borne by the Affiliate, unless otherwise agreed.

7.4 Payment Hold and Audit

  • In the event of suspected fraud, breach of contract, or illegal activity, the Company may temporarily withhold payments until the situation is clarified.
  • The Company reserves the right to audit the Affiliate’s compliance and request information that justifies the source and legitimacy of referred prospects.

7.5 Taxes

  • The Affiliate is responsible for reporting and paying any taxes required by its jurisdiction on the commissions earned.
  • The Company may withhold taxes at the source if mandated by applicable legislation, informing the Affiliate accordingly.

8. AFFILIATE OBLIGATIONS AND RESPONSIBILITIES

8.1 Use of Trademarks and Materials

  • The Company may provide logos, images, text, or links for promoting its services.
  • The Affiliate must use such materials in accordance with brand guidelines and the instructions provided by the Company. The Affiliate is not permitted to use the Company’s trademarks in a misleading manner or for purposes unrelated to the Program.

8.2 Prohibition of Misleading or Unauthorized Advertising

  • Engaging in questionable or illegal advertising channels, spam, bots, or any methods that could harm the Company’s reputation is strictly forbidden.
  • The Affiliate shall not make offers, statements, or guarantees other than those officially issued by the Company.

8.3 Confidentiality

  • All confidential information (including financial data, internal cost structures, commercial strategies) provided by the Company must be safeguarded and shall not be disclosed to third parties without express authorization.
  • This confidentiality obligation shall survive the termination of this Agreement.

8.4 Responsibility for Sub-affiliates

  • If the Affiliate recommends Sub-affiliates, it shall ensure that they understand and fully comply with these Terms.
  • Any irregular conduct by the Sub-affiliates may result in consequences for the referring Affiliate if collusion or gross negligence is established.

9. INTELLECTUAL PROPERTY

9.1 Ownership

  • All intellectual property rights (trademarks, logos, software, manuals, etc.) related to the Company remain the exclusive property of the Company.
  • Nothing in this Agreement shall be construed as transferring or assigning these rights to the Affiliate.

9.2 Limited License

  • The Company grants the Affiliate a non-exclusive, revocable, and limited license to use Company materials solely for promoting the Program and related services.
  • This license is automatically revoked upon termination of the contractual relationship.

10. LIMITATIONS OF LIABILITY

10.1 General Disclaimer

  • The Company shall not be liable for any direct, indirect, incidental, or consequential damages arising from the Affiliate’s participation in the Program, except in cases of willful misconduct or gross negligence.
  • The Company does not guarantee any minimum income or specific results for the Affiliate, as commissions depend on the Affiliate’s commercial performance and the actual usage by referred clients.

10.2 Service Interruptions

The Company is not responsible for any temporary service interruption, technical issues on its website, or force majeure events (natural disasters, war, telecom network failures, etc.) that may affect the calculation or operation of the Program.

10.3 Indemnification

The Affiliate agrees to indemnify and hold the Company harmless from any third-party claims arising from actions, omissions, or breaches by the Affiliate (or Sub-affiliates) of the obligations set forth in this Agreement.

11. TERM AND TERMINATION

11.1 Duration

This Agreement becomes effective on the date the Affiliate is formally approved and remains in force until terminated by either party or until any other cause for termination set forth in these Terms occurs.

11.2 Termination by Either Party

  • Either party may terminate the Agreement at any time by providing written notice (via valid email) at least 15 days in advance.
  • Upon termination, the Company shall settle any outstanding commissions up to the effective date of termination, provided there is no pending reason to withhold or suspend payment.

11.3 Immediate Termination

The Company may terminate the Agreement immediately if:

  • The Affiliate engages in fraudulent, illegal, or bad-faith conduct.
  • The Affiliate materially breaches these Terms.
  • Evidence of data manipulation, client cloning, or any dishonest practice damaging to the Company is found.

12. MODIFICATIONS TO THE TERMS

12.1 Right to Modify

  • The Company may modify these Terms at any time, notifying the Affiliate by email or via the official platform.
  • Changes become effective on the date specified in the notification, which will not be less than 5 business days from the communication.

12.2 Acceptance of Modifications

  • If the Affiliate does not agree to the new provisions, the Affiliate may request to leave the Program without penalty.
  • Continuing to promote the Company’s services or failing to notify the Company of a decision to leave constitutes acceptance of the modified terms.

13. APPLICABLE LAW AND DISPUTE RESOLUTION

13.1 Governing Law

This Agreement is governed by the laws the Company determines according to its jurisdiction of incorporation, taking into account international and local regulations applicable in the countries where the Affiliate operates (including India, Bangladesh, and Pakistan).

13.2 Dispute Resolution

  • In the event of a dispute, both parties shall endeavor to resolve the matter amicably.
  • If no amicable solution is reached, any dispute shall be submitted to the courts having jurisdiction under the laws applicable in the Company’s domicile or under any mandatory legal framework.

14. FINAL PROVISIONS

14.1 Notices

  • Any notice, communication, or request must be made via email or another reliable method designated by each party.
  • The Affiliate is responsible for keeping its contact information up to date.

14.2 Force Majeure

Neither party shall be held liable for failure to perform obligations due to events of force majeure or circumstances beyond their reasonable control.

14.3 Independent Parties

  • Nothing in this Agreement shall create a partnership, joint venture, agency, franchise, or employment relationship between the Company and the Affiliate.
  • The Affiliate acts independently and does not have authority to legally bind the Company or incur obligations on its behalf.

14.4 Severability

If any provision of this Agreement is declared null or unenforceable, the remaining provisions shall remain in force and be interpreted in a manner consistent with the original intent.

14.5 Language and Precedence

This document is presented in English. Should there be versions in other languages, in case of contradiction, the official version designated by the Company shall prevail.

14.6 Final Acceptance

By checking the acceptance box, signing electronically, or otherwise indicating consent, the Affiliate confirms having read and fully understood these Terms and Conditions, and agrees to be bound by them in their entirety.