PARTNER PROGRAM TERMS AND CONDITIONS
(Business-referral / affiliate program)
Effective date: 10 June 2026
PREAMBLE
These general terms and conditions of the Partner Program (hereinafter the « Partner Terms » or the « PT ») define the terms and conditions governing participation in the business-referral and affiliate program (hereinafter the « Program ») offered by NoviaMind SAS, a simplified joint-stock company with variable share capital, registered with the Nice Trade and Companies Register under number 989 166 848, whose registered office is located at 18 rue Masséna, Bureau 3, 06000 Nice, France (hereinafter the « Company » or « NoviaMind »).
The Program allows independent professionals (hereinafter the « Partner ») to recommend the AI-powered voice conversational agent services published by NoviaMind (hereinafter the « NoviaMind Services ») and to earn a commission on subscriptions taken out by the clients they bring in.
By ticking the acceptance box upon registration and/or by participating in the Program, the Partner unreservedly accepts these Partner Terms in their entirety. Online acceptance, time-stamped and stored by NoviaMind, has the same legal value as a handwritten signature (articles 1366 and 1367 of the French Civil Code). Failing acceptance, the Partner may not participate in the Program.
ARTICLE 1: DEFINITIONS
In these Partner Terms, the following terms have the meaning set out below:
« Program »: The business-referral and affiliate program described herein, through which the Partner recommends the NoviaMind Services in exchange for a commission.
« Partner »: Any natural person of legal age or legal entity, acting in a professional and independent capacity, registered in the Program and having accepted these Partner Terms.
« Referred Client »: Any new NoviaMind client whose subscription is attributed to the Partner in accordance with the tracking rules of Article 4.
« Tracking Link »: The personalized link (containing the « ?ref= » parameter) and/or the referral code assigned to the Partner enabling the tracking of recommendations.
« Commission »: The remuneration owed to the Partner for an active Referred Client, calculated in accordance with Article 3.
« Validation Period »: The thirty (30) day period following the collection of a payment from a Referred Client, at the end of which the corresponding Commission becomes definitively acquired (save for a refund).
« Stripe Connect »: The service of Stripe Payments Europe, Ltd. used by NoviaMind to pay Commissions to the Partner.
« Dashboard »: The online interface made available to the Partner to track their Tracking Links, conversions, Commissions and payments.
« NoviaMind Services »: The AI-powered voice agent services published and marketed by NoviaMind, and the related subscriptions.
ARTICLE 2: PURPOSE, STATUS AND REGISTRATION
2.1. Purpose
The purpose of the Program is to allow the Partner to recommend the NoviaMind Services to professional prospects and to earn a recurring Commission on the subscriptions taken out by Referred Clients, under the conditions defined herein.
2.2. Partner status — Independence
The Partner acts as an independent and non-exclusive business introducer. These Partner Terms create between the parties no relationship of subordination, no employment contract, no company, no joint venture, and no mandate. The Partner has neither the power to negotiate prices, conclude contracts, bind NoviaMind, nor to represent it in any way whatsoever. Their role is strictly limited to making the connection and to the recommendation. The parties expressly exclude the application of the commercial agent status (articles L. 134-1 et seq. of the French Commercial Code) and any related end-of-contract indemnity.
The Partner retains the freedom to organize their recommendation activity as they see fit. They benefit from no territorial or sectoral exclusivity and acknowledge that NoviaMind may recruit other partners and market its Services directly. The Partner remains the owner of their own clientele and contacts; they acquire no right over NoviaMind's clientele.
2.3. Eligibility and registration
The Program is open to any professional (real estate agent, trainer, coach, consultant, training organization, specialized media, etc.), whether or not they are otherwise a NoviaMind client. Registration is free, with no commitment as to duration and no commitment as to volume.
Registration is completed online. The Partner must provide accurate, complete and up-to-date information, and have a legal status authorizing them to issue invoices or to receive professional income (business, liberal profession, micro-entrepreneur, company, or equivalent status in their country of residence). Registration is validated automatically, NoviaMind reserving the right to refuse, suspend or close any registration in the event of abuse, fraud, misleading practice or non-compliance with these terms (Article 6).
The Program is intended exclusively for participants acting in a professional capacity. It is not open to consumers acting for personal purposes.
ARTICLE 3: COMMISSIONS
3.1. Rate and basis
The Partner earns a Commission equal to fifteen percent (15%) of the pre-tax (excl. VAT) amount of the subscription actually collected by NoviaMind from each Referred Client, and this every month, for as long as the Referred Client remains subscribed and up to date with their payments. The Commission is calculated on the net amount actually collected for the cycle considered, after deduction of discounts and credits. The treatment of refunds and unpaid amounts is governed by article 3.4.
3.2. Recurring nature
The Commission is recurring and has no cap on duration or amount. In the event of a change of plan by the Referred Client (upgrade or downgrade), the Commission is adjusted proportionally and automatically from the following billing cycle. No minimum income is guaranteed; the Partner's income depends solely on the number and activity of Referred Clients.
3.3. Cessation and termination by the Referred Client
In the event of termination, non-renewal or non-payment by a Referred Client, the corresponding Commission ceases to be due from the cycle concerned. There is no residual commission after the end of the Referred Client's subscription.
3.4. Validation Period and clawback
Each Commission is subject to a Validation Period of thirty (30) days from the collection of the corresponding payment. If a Referred Client obtains a refund, exercises a right of withdrawal, or is subject to non-payment or a chargeback during this period, the Commission is cancelled or recovered (clawback), including by offset against future Commissions. Beyond the Validation Period, the Commission is definitively acquired.
ARTICLE 4: TRACKING AND ATTRIBUTION
4.1. Attribution mechanism
The attribution of a Referred Client to the Partner relies on an attribution cookie with a duration of thirty (30) days. Any subscription made within thirty (30) days following a click on the Partner's Tracking Link, or following the entry of their referral code, is automatically attributed to them. The manually entered code and the click on the Tracking Link produce the same attribution effect.
4.2. Expiry of attribution
No Commission is due if the attribution has expired, that is to say in the absence of a new visit via the Tracking Link for more than thirty (30) days before the subscription.
4.3. Last-click attribution
In the event of multiple partners having recommended the same prospect, attribution goes to the Partner whose Tracking Link was activated last before the subscription (the « last click » / last-click rule). The Partner acknowledges and accepts this rule, which excludes any sharing of Commission between partners.
4.4. Links and codes
The Partner may create one or more codes and Tracking Links from their Dashboard, in particular to distinguish their distribution channels. Modifying or deleting an already-distributed code deactivates the existing associated links, with no recourse against NoviaMind. Tracking Links remain valid for as long as the partner account is active; after the account is closed, they no longer generate any attribution or Commission, even if they remain technically accessible.
4.5. Evidential value of NoviaMind's data
The tracking, conversion and Commission data recorded by the systems of NoviaMind and its providers (in particular Stripe) shall prevail between the parties, save for evidence to the contrary provided by the Partner. The Partner acknowledges the reliability of these computer records.
ARTICLE 5: PAYMENT OF COMMISSIONS
5.1. Terms and payout threshold
Validated Commissions are paid by automatic transfer via Stripe Connect, as soon as the Partner's available balance reaches fifty euros (€50). The transfer is generally received within two (2) to seven (7) business days. The creation and use of the Stripe Connect account are free for the Partner, the transaction fees being borne by NoviaMind.
5.2. Stripe Connect account
The payment of Commissions is subject to the creation and validation by the Partner of a Stripe Connect account. The Partner provides Stripe with the required information (identity, address, bank details / IBAN, identity document). This information is communicated directly to Stripe and not to NoviaMind. The Partner accepts Stripe's terms of use. NoviaMind cannot be held liable for any delay, blocking or malfunction attributable to Stripe or to the incompleteness of the Partner's account.
5.3. Tax, social security and VAT regime
Commissions are expressed pre-tax (excl. VAT). The Partner is solely responsible for the declaration and payment of all taxes, duties, social security contributions and levies relating to the Commissions received, in their country of tax residence. If the Partner is subject to VAT, the applicable VAT is added to the pre-tax amount. The corresponding invoice is issued either by the Partner or, where applicable, by NoviaMind in the name and on behalf of the Partner under a self-billing mandate compliant with the applicable regulations, the Partner retaining the right to contest its content. NoviaMind is neither the Partner's employer nor liable for any social security or tax charge whatsoever on their behalf.
5.4. Tracking and supporting documents
The Partner tracks their Commissions (pending, validated, paid) and their payment history from their Dashboard, with the possibility of export. Transfer statements are also accessible from their Stripe dashboard. The Partner keeps the supporting documents necessary for their accounting and tax obligations.
ARTICLE 6: OBLIGATIONS AND PROMOTION RULES
6.1. Best practices
The Partner undertakes to promote the NoviaMind Services in a fair, honest manner consistent with reality, and not to harm the image, reputation or trademarks of NoviaMind.
6.2. Prohibitions
The following are in particular prohibited, under penalty of immediate suspension or closure of the partner account and cancellation of the Commissions concerned:
- Paid advertising on brand terms: any paid campaign (Google Ads, Meta Ads, LinkedIn Ads, etc.) bidding on the name « NoviaMind » or any branded term, without NoviaMind's prior written consent.
- Spam: mass sending of unsolicited emails, mass direct messages (DMs) on social networks, or any practice contrary to the applicable regulations on electronic solicitation.
- Misleading claims: false testimonials, unverifiable results, promises of guaranteed income or performance, usurpation of NoviaMind's identity.
- Infringement of third-party rights: unauthorized use of third-party trademarks, content or data.
6.3. Transparency — disclosure of the partner link
On any public channel (social networks, newsletters, articles, videos, podcasts), the Partner clearly indicates the paid nature of their recommendation. Where the promotion constitutes commercial influencing, French law requires an explicit, clear and legible mention such as « Advertising » or « Commercial collaboration »; equivalent rules apply in other countries. The Partner is responsible for complying with these obligations. This transparency also strengthens the trust of professional audiences.
6.4. Compliance, personal data and international
The Partner is solely responsible for the lawfulness of their promotional actions and for the collection of the data of the prospects they solicit. Under the GDPR, the Partner acts as a separate data controller for their own prospecting operations and warrants that they have the necessary legal bases and consents. A Partner residing outside the European Union undertakes to comply with the applicable local regulations (advertising, solicitation, taxation, data protection); these terms remain governed by French law (Article 9).
6.5. Warranty
The Partner indemnifies NoviaMind against any claim, action or conviction by third parties (including solicited prospects or authorities) resulting from a breach by the Partner of these terms or of the applicable regulations.
ARTICLE 7: DURATION, MODIFICATION AND TERMINATION
7.1. Duration
Membership in the Program takes effect upon acceptance of these terms and continues for an indefinite period, for as long as the partner account remains active.
7.2. Modification of the Program conditions
NoviaMind may modify the conditions of the Program, including the Commission rate, subject to thirty (30) days' notice notified by email or via the Dashboard. Commissions definitively acquired before the effective date of the modification remain due. Continued participation in the Program after entry into force constitutes acceptance of the new conditions; failing acceptance, the Partner may close their account.
For certain Partners whose volume of activity justifies it, or where the applicable regulations require it, NoviaMind may propose a specific partner contract supplementing or adapting these terms; failing that, these Partner Terms continue to apply.
7.3. Termination by the Partner
The Partner may close their account at any time, without notice or penalty, from their Dashboard or by email. Commissions already validated and not yet paid are settled according to the normal payment cycle, subject to the payout threshold and the completeness of their Stripe account.
7.4. Termination by NoviaMind
NoviaMind may suspend or terminate access to the Program, immediately and without indemnity, in the event of a breach of these terms (in particular Article 6), fraud, misleading practice, or if the Partner harms the interests or image of NoviaMind. Commissions linked to fraudulent conversions or obtained in violation of these terms are cancelled.
In the absence of a breach, NoviaMind may also end a Partner's participation at any time; where the relationship is established and ongoing, NoviaMind shall then observe a reasonable notice period, taking into account the seniority of the relationship, save for circumstances justifying immediate cessation.
7.5. Treatment of Commissions after termination
The closure of the partner account, for any reason whatsoever, ends the acquisition of new Commissions from its effective date, including in respect of active Referred Clients, save for written agreement to the contrary from NoviaMind.
ARTICLE 8: LIABILITY, INTELLECTUAL PROPERTY AND DATA
8.1. Limitation of liability
NoviaMind is bound by an obligation of means in the provision of the Dashboard and the tracking of Commissions. It cannot be held liable for indirect damages (loss of income, of clientele, of opportunity). In any event, and save for willful misconduct or gross negligence, NoviaMind's total liability under the Program, all triggering events combined over a twelve (12) month period, may not exceed the total amount of Commissions paid to the Partner during the twelve (12) months preceding the triggering event.
8.2. Intellectual property and use of trademarks
The trademarks, logos, domain names and materials of NoviaMind remain its exclusive property. NoviaMind grants the Partner, for the sole duration of their membership, a non-exclusive, personal and non-transferable license to use the brand elements strictly necessary for promoting the Services, in compliance with any guidelines provided. This license terminates automatically upon closure of the account.
8.3. Partner's personal data
The Partner's personal data is processed by NoviaMind for the purposes of managing the Program and paying Commissions, in accordance with its Privacy Policy. The Partner has the rights of access, rectification, erasure and objection provided for by the GDPR, exercisable at the address indicated in Article 10.
8.4. Confidentiality
The Partner undertakes to keep confidential the non-public information brought to their knowledge within the framework of the Program (specific commercial conditions, prospect data, technical information), during their membership and for two (2) years after its closure.
ARTICLE 9: GOVERNING LAW AND JURISDICTION
These Partner Terms are governed by French law, including for Partners residing outside France. The parties shall endeavor to amicably resolve any dispute relating to their validity, interpretation, performance or termination.
Failing an amicable agreement within fifteen (15) days of the first notification of the dispute, any dispute relating to these Partner Terms shall be submitted to the exclusive jurisdiction of the competent Courts of Nice (France), even in the event of multiple defendants or third-party proceedings, within the limits permitted by the applicable public-policy rules.
ARTICLE 10: MISCELLANEOUS PROVISIONS AND CONTACT
Severability. The nullity of one provision does not affect the validity of the others.
Non-waiver. Failure to invoke a breach does not constitute a waiver for the future.
Assignment. The Partner may not assign their rights under the Program without NoviaMind's prior written consent. NoviaMind may freely assign or transfer the Program in the context of a reorganization or transfer of business.
Entire agreement. These terms, together with any rules published on the Dashboard, constitute the entire agreement between the parties in respect of the Program.
Support and contact. For any questions: [email protected] (response within 24 business hours) — NoviaMind SAS, 18 rue Masséna, Bureau 3, 06000 Nice, France — https://noviamind.ai.
By ticking the acceptance box and participating in the Program, the Partner acknowledges having read, understood and accepted these Partner Program General Terms and Conditions in their entirety.
Last updated: 1 June 2026