Expert Program Terms and Conditions
These terms and conditions (the “Terms”) govern your participation in Brevo’s Expert Program (as defined below) and are a binding legal commitment between Sendinblue, SAS, registered with the Paris Trade and Companies Register under number 498 019 298 with its registered office at 7, rue de Madrid, 75008 Paris (doing business as and hereinafter referred to as “Brevo”) and you or the entity you represent (“You”, “you” or “Partner”). You may not participate in the Expert Program unless you accept these Terms without reserve. These Terms take effect when you accept them on the Platform (the “Effective Date”). Brevo and Partner may be referred to individually as a “Party” and collectively as the “Parties.” You must read, agree with, and accept the terms and conditions contained in these Terms. BY ACCEPTING THESE TERMS ONLINE, AND/OR PARTICIPATING IN OR PERFORMING ANY ACTIVITIES UNDER THE EXPERT PROGRAM, YOU REPRESENT AND WARRANT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND (ii) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND ADHERE TO THE EXPERT PROGRAM ON BEHALF OF THE ENTITY YOU REPRESENT, AND TO BIND THAT ENTITY TO THESE TERMS.
“Active Participation” has the meaning set forth in Section 7.2.
“Applicant” has the meaning set forth in section 13.2.
“Brevo Account”: means the account opened by and administered by the Partner allowing the Partner to use the Brevo Services and to access the Platform.
“Commitment” has the meaning set forth in Section 11.3.1
“Commitment Period” has the meaning set forth in Section 11.3.1
“Contract” has the meaning set forth in Section 11.3.1
"Data Protection Laws" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced) and all obligations arising from the application of any applicable data protection and privacy legislation that may apply to Personal Data processed under these Terms, including the obligations arising from the application of French law No. 78-17 of 6 January 1978 and its possible updates, texts adopted within the European Union and local laws and their possible updates.
“Enterprise NPC” means an NPC that purchases the Brevo Enterprise Solution, in accordance with Section 11.3.
“Enterprise Solution” means the Brevo commercial offer and Services detailed here. The Enterprise Solution allows the NPC to manage the access to a Parent Account and to Sub-Account(s).
“Expert” means any organization that is part of the Brevo Expert Program.
“Expert Directory” or “Directory” has the meaning set forth in Section 12.1.
“Expert Program” means the Brevo Program described here: https://www.brevo.com/experts/.
“Expert Referral Program” has the meaning set forth in Section 13.1.
“Fees” has the meaning set forth in Section 10.1.
“Marketplace Platform” has the meaning set forth in Section 12.1.
“Minimum Net Revenue” has the meaning set forth in Section 11.3.1.
“Net Revenue” means the recurring revenue (pre-tax value) paid by an NPC to Brevo as part of the NPC’s Plan, as recorded on Brevo’s financial statements, excluding any professional services fees or other non-recurring fees.
“New Paying Customer” or “NPC” means any customers subscribing to one of Brevo’s paying Plans for the first time. Existing users or customers of the Services or former Brevo customers shall not count as New Paying Customers.
“NPC Account”: means the account opened by the Self-service NPC as a result of the Partner’s referral, allowing the Self-service NPC to use the Brevo Services. The Self-service NPC can decide to grant the Partner access to the NPC account in accordance with section 8.1 of these Terms.
“Parent Account” means a type of account allowing Enterprise NPC to administer the Services. The Parent Account includes by default the opening of one (1) Sub-Account.
“Payment Account”: means the account giving access to the Portal.
"Personal Data" means personal data processed as part of the Contribution and which has the meaning given to it in the GDPR.
“Plan” means (i) the “Starter” and “Business” self-serve paying plans listed on Brevo’s website (https://www.brevo.com/pricing/) and/or the (ii) Enterprise Solution. The term “Plan” excludes free self-serve plans and the pay-as-you-go and other non-recurring products and services, in particular: dedicated IP addresses, SMS credits, and WhatsApp messages.
“Platform” means the Expert platform allowing the Partner to validate the referral and as decided by the NPC, to have access to and manage the NPC Account on behalf of the Self-service NPC.
“Portal” means the Partner management Portal that includes a built-in payment automation system and that allows Brevo to remunerate Partner for the referrals of New Paying Customers (such as the platform programmed and owned by the editor Partnerstack).
“Processing & Referral Fee” has the meaning set forth in section 13.2.
“Qualified Lead” means an organization (i) that is projecting the Minimum Net Revenue or more, (ii) with which Brevo has not yet actively engaged in discussions around becoming a paid customer, and for which the level of engagement in the platform is not yet significant, and (iii) which business activity is compliant with Brevo’s terms and conditions.
“Self-service NPC” means an NPC that has subscribed to one of the Brevo self-service Plans (Starter or Business), as detailed here: https://www.brevo.com/pricing/marketing-platform/see-all-features/.
“Services” means the Brevo features and services detailed here: https://www.brevo.com/fr/products/.
“Third-party Editor” means the third-party editor owning the Portal.
“Validation Process” means the mandatory process governed by Section 5 that a Partner must complete to apply to the Expert Program.
“Website” means the website(s) where you can apply to the Expert Program.
These Terms detail how you:
● may apply to the Brevo Expert Program;
● shall perform the Contribution in good faith and in accordance with these Terms and applicable laws;
● may be remunerated as a Partner of Brevo.
These Terms shall be effective from the Effective Date. These Terms are entered into for an initial term of one (1) year from its Effective date. These Terms will then be renewed for additional one (1) year periods unless one of the Parties gives the other Party notice of its opposition to the renewal at least one (1) week before the end of the current period.
Upon acceptance of these Terms, you agree to create a Payment Account and to be the owner of a Brevo Account. By signing up, you agree to provide Brevo and Third-party Editor with accurate and complete information. The email address you provide must be a named user and not a generic email alias. Information you provide or the selections you make during sign-up, and any changes thereto, are an integral part of and are governed by these Terms. If Brevo suspects that this information is inaccurate or misleading, Brevo reserves the right to terminate these Terms without notice and consequently cancel registration, and close the Payment/Brevo Account without any further payment, damage, or any indemnification being due to you.
Brevo reserves the right to suspend your use of the Portal, the Platform, and/or of the Services at any time for a breach of these Terms or of the Third-Party Editor’s terms and conditions, or for maintenance or security issues.
Brevo may also suspend, delete, or archive your Payment Account if the account has been inactive (i.e. no recorded connection to the Payment Account) for more than three (3) months.
The Partner must choose to apply to either the Affiliate Program or to the Expert Program. The Partner may not apply and be part of both the Affiliate Program and the Expert Program.
Before being allowed to perform the Services and earn Fees, the Partner must finish registration and follow through the Validation Process.
The Validation Process notably requires profile completion. The modalities of the Validation Process can be modified by Brevo at its discretion during the performance of the Terms.
As part of the Validation Process, Brevo reserves the right to validate or reject any application, based on its discretionary indicators and criteria.
5.2. Ground rules of Validation
You must have all authorizations to act on behalf of the Partner, either as an employee, agent, or officer.
To pass the Validation Process, you must comply with the following minimum rules. This list is not exhaustive and Brevo reserves the right to change the Validation Process from time to time:
● Editing, Owning, and publishing a professional website or portfolio that demonstrates that the Partner is a registered organization exercising lawful business activities in compliance with Brevo’s Services;
● Applying to the Expert Program with a professional email attached to a domain that is (i) owned by the Partner and (ii) associated with the Partner’s website (no public domains allowed);
● Owning and administering an active Brevo Account with a login email address that matches the application’s email address.
● The Partner’s website must (i) be contextualized and aligned with Brevo's Services, (ii) match the email address of the application, (iii) host sufficient traffic and/or anteriority.
● The Partner must apply with a professional email (public domains are automatically declined).
5.3. Tiers of the Expert Program
Depending on the type of NPC and/or the Net Revenue that those NPC generate for Brevo, the Partner may be eligible to different tiers of the Expert Programs as described here (the “Tiers”):
● Pioneer Partner;
● Master Partner;
● Elite Partner;
● Elite Plus Partner.
Subject to these Terms, the different Tiers entitle the Partner to various compensation and benefits displayed on the Website.
Brevo undertakes to (i) provide the Partner, at the request of the latter or any authorized person, with the information and documents that Brevo considers necessary for the Partner to carry out the Contribution and to (ii) promptly process Partner’s application as part of the Validation Process.
More generally, Brevo undertakes to respond to the Partner's reasonable requests necessary to carry out the Contribution under the best possible conditions.
7. OBLIGATIONS OF THE PARTNER
7.1. Scope of the Contribution
The Partner shall make its best efforts to identify prospects to convert them into New Paying Customers. The Partner undertakes to comply with all the obligations described in the Terms, and in particular to carry out its Contribution with diligence and good faith. Where needed, the Partner shall cooperate in good faith with Brevo.
The Partner shall not under any circumstances sign any binding agreement in the name and/or on behalf of Brevo. In particular, it shall not enter into any contract in the name of Brevo. The Partner shall not negotiate the terms and conditions of the Services nor take commitment regarding the performance of the Service.
Partner will not make any representations, or utilize or distribute any materials or information with respect to Brevo or the Services without the prior written consent of Brevo. Partner may not use Brevo's or any affiliate company’s name, logo, brand, trademarks or any other element protected by intellectual or industrial property in any promotional materials or other communications with third parties without Brevo’s prior written consent.
The Partner ensures that its promotional and canvassing practices as well as its communication relating to Brevo and the Services respect Brevo’s brand image and comply with Brevo's quality standards and commercial policy, as may be communicated or made available to the Partner from time to time. Upon Brevo’s request, the Partner shall provide Brevo with copies of all materials that display Brevo’s trademark or that refer to Brevo. If Brevo considers that the Partner’s use of the Brevo trademarks does not comply with Brevo’s then-current trademark policy, Brevo may, at its option, require the Partner to delete/take down such material or modify such material.
7.2. Additional Contribution for the referral of Enterprise NPCs
Partner will be actively involved in the development of the relationship between Brevo and the Qualified Lead and will cooperate with Brevo's personnel and use its commercial best efforts to achieve its Contribution (hereinafter “Active Participation”):
● Partner has introduced Brevo in an on-premise or web-based meeting with Qualified Lead executives;
● Partner has been active in the sales cycle until at least two (2) months before the closure of the sale (i.e. the signature of the Contract), that is to say:
○ sending relevant messages to relevant representatives of the Qualified Lead;
○ conducting meetings with relevant representatives on the Qualified Lead’s premises or by conference calls to pursue the opportunity;
○ regularly informing Brevo of dealings with Qualified Leads relevant to the development of the opportunity.
Partner provides reasonable assistance as requested by Brevo to promote the Services and finalize the sale with such Qualified Leads.
The Partner is under the obligation to disclose without delay to Brevo any activity performed on behalf of or in relation to Brevo’s competitor(s). Partner will inform Brevo of any promotion, marketing, or distribution of products or services that are identical or similar to Brevo’s features. This section does not prevent or limit in any way the Partner from engaging in such activities with third parties.
Partner shall notify Brevo beforehand and obtain Brevo’s written consent before subcontracting the
provision of part or all of the Contribution to a third party.
7.5. Prohibited activities
The Partner warrants that the Partner and/or New Paying Customer shall not participate in any of the following activities:
● multi-level marketing or pyramid schemes;
● self-help / get-rich courses.
● any unlawful activity;
● any activity listed under Brevo’s Anti-Spam Policy.
8. USE OF THE BREVO SERVICES, PLATFORM AND ENTERPRISE SOLUTION
The Partner shall be bound by the Brevo terms and conditions available here while using the Platform and the Brevo Services and shall comply with all applicable terms and documentation as updated from time to time by Brevo.
The Self-service NPC shall have the option to decide whether or not the Partner has access rights to the NPC Account. The Self-service NPC can decide to grant the Partner with:
● No permission. In this case, the Partner may only update the personal information tab about the Self-service NPC’s organization;
or
● Full permission. Full permission entitles the Partner to manage the Plans, billing conditions, payment information, user(s), APIs, and technical setup of the NPC Account and to use all the Brevo Services available to self-services users;
or
● Custom permission. Custom permissions allow the Self-service NPC to decide : (i) which of the Brevo features may be managed by the Partner on behalf of the Self-service NPC ; (ii) if the Partner is entitled to manage the Plans, the billing conditions, and the payment information of the NPC Account; (iii) which of the APIs can be managed by the Partner; (iv) user management; (v) Senders, domains and dedicated IP addresses.
The Self-service NPC can decide during sign-up and at any time to restrict or extend the access rights granted to the Partner.
Under the Enterprise Solution, the Enterprise NPC shall have the option to decide whether the Partner:
• has access rights to the Parent Account and Sub-Account(s).
• has access rights to either the Parent Account or the Sub-Account(s).
• does not have access to the Parent Account and Sub-Account(s).
9. COMPLIANCE AND APPLICABLE LAWS
The Parties agree that Brevo and the Partner act as independent data Controllers when executing these Terms. Therefore Partner warrants that it complies with all applicable laws and regulations while performing the Contribution, including but not limited to laws and regulations on anti-corruption, electronic communications, and Data Protection Laws.
The Partner acknowledges and accepts Brevo’s Privacy Policy (https://www.brevo.com/legal/privacypolicy/). The Partner warrants that both the Partner and the NPC are not subject to export restrictions by the United States government or by the European Union (the “Export Control Laws”), in particular that the Partner and the NPCs are not based in Cuba, Iran, North Korea, Syria, Venezuela or any other territory that is subject to a U.S. government embargo and that Partner, its affiliate, representatives, officers, employees or agents are not listed on any U.S. government list of prohibited or restricted person.
10. COMPENSATION AND BENEFITS
10.1. General provisions
The Parties agree that the remuneration of the Partner consists of an (i) incentive payment (hereafter the “Fees”) based on the acquisition of New Paying Customer(s) in accordance with Section 11 “Fees Validation & Calculation” and (ii) the adhesion to a Tier of the Expert Program. The calculation and the attribution of the Fees are solely operated by Brevo.
10.2. Payment process via the Portal
Brevo may withhold payment of any Fees until the Third-Party Editor and/or Brevo have verified the validity of the referral and the legitimacy of the Fees.
The Partner is eligible for the Fees only from the date of the first recurring invoice related to the NPC. The allocated amount of the Fees is reflected in the Payment Account without undue delay following the issuance of the first recurring invoice date attached to the NPC.
The Third-Party Editor will directly pay the Partner in accordance with the Third-Party Editor’s terms and conditions and Brevo shall not be responsible for the performance of such payment. You acknowledge and accept to comply with the Third-party Editors’ terms of service, including their privacy policy, available at https://partnerstack.com/legal/client.
10.3. Exception to the payment of the Fees
The Fees shall not be attributed to the Partner and payment shall not be performed if: (i) Partner has breached these Terms or the Brevo General Conditions of Use
(https://www.brevo.com/legal/termsofuse/#generalconditions); or if (ii) the login email address to the Portal and the login email address to the Brevo Account are not the same; or if (iii) the Partner changes either the login email address to the Payment Account and/or the login email address to the Brevo Account unless such change has been notified in writing in advance to Brevo and accepted by Brevo; and/or(iv) Partner fails to update payment information for three (3) consecutive months following Brevo’s first attempt to pay Partner. In this latter case (iv), Partner acknowledges and agrees that it forfeits any rights to receive any applicable Fees.
11. FEES VALIDATION & CALCULATION
Brevo shall assign the Partner to either one of the following Tiers, depending on (i) the Net Revenue paid by the NPC(s) and/or (ii) the number of NPCs referred to Brevo by the Partner:
• “Pioneer Partner” (one (1) NPC): ten percent (10%) of the monthly Net Revenue paid by the NPC for a maximum duration of twenty-four (24) months.
• “Master Partner” (from five (5) to fourteen (14) NPC): twenty percent (20%) of the monthly Net Revenue paid by each NPC for a maximum duration of twenty-four (24) months.
• “Elite Partner” (from fifteen (15) NPC or from $1500 to $3999 of monthly Net Revenue): twenty-five 25% of the monthly Net Revenue for a maximum duration of:
- 12 months for the referral of an Enterprise NPC.
- 24 months for the referral of a Self-service NPC.
• “Elite Plus” (from $4000 of monthly Net Revenue): twenty-five percent (25%) of the monthly Net
Revenue paid by the Enterprise NPC for a maximum duration of twenty-four (24) months.
The new rate of Fees shall apply automatically to the Net Revenue generated by the Partner once the Partner has been upgraded to the next Tier. Brevo may decide to downgrade the Tier of the Partner in case the Partner does not reach the above thresholds for twelve (12) consecutive months.
All percentages of Fees above are (i) based on the Net Revenue paid by the NPC to Brevo, and (ii) to be converted into an equal amount in euros when the payment is in euros.
The new rate of Fees shall apply automatically to the Net Revenue generated by the Partner once the Partner has been upgraded to the next Tier. Brevo may decide to downgrade the Tier of the Partner in case the Partner does not reach the above thresholds for twelve (12) consecutive months.
11.2.
Self-service NPCThe Partner shall be eligible for Fees if (i) the NPC subscribes to one of Brevo’s paying Plans and if (ii) either the Partner or the NPC registers a valid means of payment associated with the NPC Account.
The Partner is only eligible to Fees if the NPC is making their first purchase of a Brevo Plan without using any discount coupons.
The Fees are only due to the Partner for a maximum period of either 12 months or 24 months, depending on the above Tier, starting from the day of issuance of the first recurring invoice associated with the NPC.
Brevo shall stop the payment of any Fees every time a New Paying Customer asks for a refund or executes a chargeback.
The Partner is only eligible to Fees if the NPC is making their first purchase of a Brevo Plan without using any discount coupons.
The Fees are only due to the Partner for a maximum period of either 12 months or 24 months, depending on the above Tier, starting from the day of issuance of the first recurring invoice associated with the NPC.
Brevo shall stop the payment of any Fees every time a New Paying Customer asks for a refund or executes a chargeback.
11.3.1. Validation of an Enterprise NPC
The Partner will refer all Qualified Leads to Brevo on the Website at: https://www.brevo.com/experts/enterprise-referral/.
A Qualified Lead becomes an Enterprise NPC once (i) an agreement has been signed by both Brevo and the Qualified Lead and that agreement has entered into force (hereinafter the “Contract”).
The Partner shall be eligible to Fees:
● If the Contract provides a minimum fixed contract duration of twelve (12) months (the “Commitment Period”);
● If the Contract commits the Enterprise NPC to order recurring Services for an amount equal to or greater than the Minimum Net Revenue (the “Commitment”).
● If the Partner has engaged in Active Participation with the Qualified Lead.
● Without prejudice to Section 11.3.2 “Fees cap” of this section, if the Net Revenue is equal to or greater than $15,000 (or an equivalent amount in euros) for the first twelve (12) months of the Contract (the “Minimum Net Revenue”). Brevo may notify the Partner from time to time with a newly applicable Minimum Net Revenue.
● For a maximum duration of:
○ twelve (12) months as part of the Elite Tier.
○ twenty-four (24) months as part of the Elite Plus Tier.
The Partner shall be eligible to Fees once the NPC has paid Brevo the amount of Net Revenue that is due under the first billing period of the Commitment Period under the Contract.
In case the NPC does not pay in one installment the totality of the Net Revenue due for the Commitment Period, Brevo will pay the Fees to Partner on a pro-rata basis, progressively as such Net Revenue is paid by the Enterprise NPC, in accordance with the billing period that is stipulated in the Contract.
The confirmation of the above conditions shall not commit Brevo to pay Fees to the Partner with a retroactive effect.
Brevo shall automatically and immediately stop paying the Fees if the Commitment of the Customer is terminated for any reason before the end of the Commitment Period.
Regardless of the amount of Net Revenue paid by the NPC(s) to Brevo for the entire duration of these Terms, Brevo shall under no circumstances be held to pay to Partner a total amount of Fees that exceed fifty thousand dollars (€50,000) an equal amount in euros when the payment is in euros.
Brevo might decide on Partner’s request, to add the Partner to the list of approved Partners on Brevo’s Website (the “Directory”). To this sole purpose, Partner grants Brevo the right to use Partner’s name, brand, trademark, and visual identity solely for the purpose of these Terms and for the duration of these Terms.
The Expert Directory is hosted by a third party (PartnerPage). Please read and make sure you comply with the terms and conditions available here.
12.2. Expert Directory Eligibility
Only Master, Elite, and Elite Plus Partners are eligible to be featured in the Expert Directory at https://www.brevo.com/expert-directory/.
To be listed, the Partner must send their request to Brevo at
[email protected]. Brevo can decide to add and/or withdraw the Partner from the Directory at its discretion during the performance of these Terms, based on Brevo’s own criteria, especially if the profile appears to be inaccurate or incomplete.
13. EXPERT REFERRAL ADD-ON
The Expert Referral Program allows the eligible Partner to benefit from the Brevo marketplace (the “Marketplace”), powered by PartnerPage’s platform (the “Marketplace Platform”) where Brevo may refer leads and projects of referrals (the “Projects”) to a selected group of top Experts.
Participation is based on a mutual agreement, prioritizing Experts who refer the most NPCs or generate the highest Net Revenue for Brevo. The Partner accepts that Brevo will give preference to Elite Plus and Elite Experts.
To be part of the Expert Referral Program, the Partner must read and accept the Marketplace Platform’s
Terms of Service and
Privacy Policy.
For questions or in case of disputes related to the Marketplace Platform, please contact them at
[email protected].
13.2. Processing & Referral Fee
The Expert Referral Program operates according to the following steps:
(i) A third party (the “Applicant”) submits on the Marketplace a Project request associated with an expected budget. The Brevo Marketplace matches an eligible Expert with the Applicant.(ii) The Expert and the Applicant agree via the Marketplace Platform on the scope of the Project and on the price.
(iii) The Expert performs and completes the Project and gets paid by the Applicant.
(iv) Out of that payment, a fee of 12.5% is withheld by the Marketplace Platform as processing & referral fee (the “Processing & Referral Fee”).
The Partner hereby agrees to the withholding of the Processing & Referral Fee by the Marketplace Platform. All Projects referred to you by Brevo's Marketplace through the Marketplace Platform will be subject to a Processing & Referral Fee. Brevo and/or the Marketplace Platform may notify the Partner from time to time and with reasonable notice of a newly applicable percentage of Processing and Referral Fee.
The Partner acknowledges and accepts that Brevo has no control and no responsibility over the Marketplace Platform and does not filter or monitor the content published on those platforms. Brevo disclaims any liability for any claims related to (i) the Projects, or the payment (or non-payment) due to the Partner for the performance of the Project, (ii) the execution of the payment of the Processing & Referral Fee, (iii) the availability and overall functioning of the Marketplace or the Marketplace Platform, (iv) the content published on the Marketplace or on the Marketplace platform.
The Marketplace Platform tracks key metrics to ensure the success of the Expert Referral Program:
(i) Time to reply: you should aim to stay close to the Marketplace average.
(ii) Win rates: you are encouraged to indicate the types of Projects you prefer to work on to maintain a high win rate.
(iii) Net Promoter Score (NPS): you are encouraged to monitor your reviews to ensure high-quality customer service.
13.4. Referral program participation criteria
The eligibility to receive new Project referrals is structured into three levels based on the number of clients referred, as described on the Website.
While Brevo aims to provide the number of Projects specified for each level, Brevo does not guarantee the referrals. The allocation of referrals is based on various factors such as the Applicant’s business use case, the Applicant’s requirements, the Project suitability, and whether there are available Projects that match your expertise.
Projects with a budget higher than one thousand dollars/euros (€/$1,000) will be prioritized for level 3 Partners. Alternatively, referring at least one (1) Qualified Lead every twelve (12) months can also meet the minimum requirement for eligibility in level 3.
To maintain membership in the Expert Referral Program, the Partner must refer at least two (2) Self-service NPC or one (1) Enterprise NPC to Brevo every twelve (12) months. This requirement is evaluated at the end of each 12-month period.
Each party may terminate these Terms with immediate effect in case of breach of contract if such breach has not been cured within thirty (30) days following the notification of the breach to the other Party.
In case of material breach of these Terms, Brevo can terminate these Terms with immediate effect without prior notice. In particular, Brevo shall consider the following violations individually as a material breach:
- any case of fraud or any breach of applicable laws and regulations;
- unauthorized use of Brevo’s intellectual property by Partner;
- Partner is under or likely to be under a proceeding of bankruptcy, or any other proceeding relating to insolvency, receivership, or liquidation;
- Partner’s use of the Brevo Services in breach of Brevo’s terms and conditions.
Brevo may terminate these Terms for convenience upon forty-five (45) days' notice.
14.2. Consequence of termination
In case of termination of these Terms:
● Partner shall stop all actions and missions related to the Contribution, stop using Brevo’s trademarks and stop referring to Brevo while performing Partner’s activity;
● Partner shall immediately destroy all copies of Confidential Information;
● Brevo and/or Third-Party Editor may delete Partner’s Brevo Account and Payment Account as well as their uploaded and associated data;
● Brevo may withdraw Partner from the Directory and the Expert Referral Program;
Brevo shall pay the Fees for which Partner is eligible at the time of termination, except if the Terms have been terminated by Brevo for material breach of these Terms by the Partner.
Neither Party shall be held liable for the consequences of indirect damage.
In no case may Brevo be held responsible in any capacity whatsoever in relation to third parties for any damage related to or resulting from the actions or omissions of the Partner under these Terms.
It is jointly agreed that Brevo’s (i) aggregate and total liability under these Terms shall not exceed the amount of the Fees paid by Brevo to Partner during the twelve (12) months immediately preceding the initial event giving rise to the liability. Each Party acknowledges that the limitations of liability set out in this Section reflect the allocation of risks between the Parties under these Terms, and that in the absence of such limitations of liability, the economic terms of these Terms would be materially different.
The Partner may access or use, at its sole discretion, some third-party products and services that interact with the Services or that are related to the Expert Program, including, but not limited to: third-party applications and software included or referred to in the Services or in the Platform, third-party service integrations made available through the Services or APIs, some Services accessible through mobile applications obtained from third-party websites such as applications provided by Android or Apple, and third-party products or services authorized by (i) the Partner to access Partner’s Brevo Account or (ii) by the NPC to access the NPC Account or the Enterprise Solution using sharing authentication means or other credentials (collectively, “Third-Party Products”). Each Third-Party Product is governed by the terms of service, end-user license agreement, privacy policies, and/or any other applicable terms and policies of the third-party provider. Depending on the context, third-party providers may be considered as data processors of the Partner/NPC or data controllers under Data Protection Regulation.
Partner and/or NPC’s access to or use of Third-Party Products is solely between Partner/NPC and the applicable Third-Party Product provider. Brevo makes no representations, warranties or guarantees regarding the Third-Party Products or their suppliers, including, but not limited to, the continued availability, security and integrity of the Third-Party Products. Third-Party Products are made available by Brevo without warranty of conformity, and Brevo may discontinue providing them at any time without entitling the Partner and/or NPC to a refund, credit or other compensation. Unless otherwise specified in writing by Brevo, Brevo will not be directly or indirectly responsible or liable in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any Third-Party Products. The Partner will not, and will not allow NPC to, use any of the Third-Party Products to: (a) develop products, software or models that compete with those Third-Party Products, or (b) reverse engineer or extract components of any Third-Party Products, their software or their models. Brevo and/or the provider of the Third-Party Product may immediately suspend or terminate Partner’s and/or NPC’s use of any Third-Party Product based on any suspected violation of the preceding sentence.
The Partner shall indemnify, defend, and hold Brevo harmless from and against all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any claims related to: (a) Partner’s performance of the Contribution, (b) Partner’s alleged breach of these Terms, of any applicable laws including any infringement of third party rights of intellectual or industrial property, (c) Partner’s use of Third-Party Products and services, in particular the Marketplace Platform and the Portal and/or (d) Partner’s delivery of its products and services to Applicants as part of the Expert Referral Program.
This section shall remain applicable in case these Terms are annulled, rescinded or terminated.
18. INTELLECTUAL PROPERTY
Brevo does not authorize the Partner to use, reproduce or represent in any way any element of Brevo’s intellectual property (copyright, trademark, etc) without prior written consent from Brevo.
The Partner shall only use Brevo’s trademark in order to perform the Contribution. Any content created by the Partner displaying elements subject to Brevo’s intellectual property must be validated by Brevo before communication or disclosure.
Nothing contained in these Terms shall be construed to grant to the Partner any right, title or interest in or to the Brevo trademarks, and all right, title, and interest in and to the Brevo trademarks shall be retained by Brevo.
19. CONFIDENTIAL INFORMATION
Each Party shall maintain as confidential and shall not disclose (except to the employees, accountants, attorneys, advisors, affiliates, outsourcers and third-party service providers of the recipient with a need to know in connection with recipient’s performance under these Terms, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of these Terms, any Confidential Information and each Party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this clause may cause irreparable harm and damage. Thus, in addition to all other remedies available at law, the disclosing party shall have the right to seek injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this section by the recipient or its affiliates, employees, third-party service providers or any other related party. Confidential Information shall not include information that (i) is already known to the recipient prior to the disclosure by the disclosing party; (ii) is or becomes publicly known through no breach of these Terms ; (iii) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (iv) information that is obtained from a third party, and that third party is not in good faith belief to the recipient, under any legal obligation of confidentiality; or (v) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information. This clause shall survive the termination of these Terms for a duration of five (5) years starting from the date of termination. The Parties agree that the existence of these Terms may be shared with investors or future investors of Brevo.
The Parties undertake to perform these Terms in compliance with applicable laws and regulations on ethics and anti-corruption. As a result, the Parties undertake in particular to prohibit any behavior, in any form whatsoever, in France or abroad, that could be considered as corruption and/or influence peddling within the meaning of French law and any other applicable law.
The Parties undertake to require their managers, employees, co-contractors, agents, intermediaries, subcontractors, suppliers, service providers and any other third parties involved in the context of these Terms to apply the same ethical and anti-corruption commitment as that provided for in this article.
Each of the Parties shall provide proof of compliance with the obligations set out in this article, at the first written request of the other Party. Each of the Parties further acknowledges that the other Party is entitled to take any appropriate measure, such as an audit, to ensure compliance with all of the above obligations.
The Parties undertake to inform each other within a reasonable period of time of any event that may come to their attention relating to non-compliance with this clause in connection with the signing, performance, or termination of these Terms. The Parties expressly undertake to meet to find an acceptable solution as soon as possible. Should they fail to do so, the other Party may terminate the Terms automatically, without prejudice to any other rights and remedies at its disposal, and to any damages to which it may be entitled.
21. INDEPENDENCE OF THE PARTIES
Nothing in these Terms shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting or authorizing either Party as the agent of the other Party for any purpose whatsoever. Neither Party shall have the authority or power to bind the other, or to contract in the name of, or hold itself out as, or create a liability against the other in any way or for any purpose.
Partner is an independent contractor under these Terms, and nothing in these Terms will be construed to create a partnership, joint venture, or agency relationship between the Parties. Partner will have no authority to enter into agreements of any kind on behalf of Brevo and will have no power or authority to act on behalf or in the name of, or bind or obligate, Brevo in any manner to any third party. In particular, the Parties declare that these Terms may under no circumstances be construed as a mandate of common interest, nor as a commercial agent contract, particularly within the meaning of the provisions of Articles L. 134-1 et seq. of the French Commercial Code, nor as a contract for a traveler, representative or usher (VRP) within the meaning of Article L. 7311-3 of the French Employment Code.
Partner will not incur any liabilities in the name of or for Brevo. Partner will be solely responsible for the payment of all applicable taxes associated with any Fee including, without limitation, all federal, state and local income, VAT, Social Security, self-employment, sales and any other taxes with respect to Partner's services and compensation. It is expressly understood and agreed that except as specifically provided in these Terms, Brevo is under no obligation or requirement to reimburse Partner for any expenses or costs incurred by Partner in the performance of its responsibilities or obligations under these Terms, and Partner will be responsible for all business expenses incurred in connection with, or related to, performing the services referenced in these Terms. Without limiting the generality of the foregoing, Partner acknowledges that any travel, including but not limited to travel to and from programs and/or clients/customers of Brevo, is at Partner's own expense. Brevo assumes no liability for any travel-related injury or loss, and Partner assumes personal responsibility for securing and maintaining all applicable travel-related insurance coverage.
Partner will not be required to incur any expenses under these Terms and will not be reimbursed by Brevo for any of its expenses unless pre-approved by an authorized representative of Brevo and documented by Partner in accordance with Brevo’s expense reimbursements guidelines.
22.1. Assignment of the Terms
These Terms are intuitu personae and the Partner cannot assign it to a third party without the prior written agreement of Brevo.
Brevo can assign these Terms to any entity controlling Brevo or controlled by Brevo or its holding company, in situations provided by article L233-1, L233-2 and L233-3 of the French code of commerce.
Brevo may modify this current version of these Terms. In case any modification of the Expert Program or of these Terms are necessary, the changes to these Terms shall come into force as of their publication on the Website or Platform or as of their notification by email to the email address provided by Partner.
In such a case, the Partner shall be able to oppose such changes within fifteen (15) calendar days by email to
[email protected] with a copy (cc) to
[email protected]. In case of opposition, these Terms shall be terminated with immediate effect.
The following provisions shall survive any expiration or termination of these Terms: Sections Definitions, Consequences of Termination, Intellectual Property, Liability, Indemnification, Confidentiality, Ethics, and Miscellaneous.
Either Party’s failure or delay to enforce a right or claim under these Terms shall not be construed as a waiver or release of such claim, or similar claims which may arise in the future, or in any way prejudice any right of that Party under these Terms. Any waiver by either Party of any of its rights under these Terms must be in writing and only applies to the transaction or series of transactions expressly referred to in such waiver.
If one or several provisions of these Terms were held invalid or so declared by law, a regulation or a final decision having res judicata effect rendered by a court having proper jurisdiction, the Parties will endeavour, without delay and in good faith discussions, to attain to the greatest extent possible the economic and/or other intended result in another legally permissible manner and the other provisions shall remain in full force and effect.
Except as otherwise provided in these Terms, all notices and other communications hereunder shall be in writing and shall be deemed delivered by email:
(i) if to Partner, either at the email address provided by Partner at sign up or in the Brevo Account, and
(ii) if to Brevo, at the following email address:
[email protected] with a copy (cc) to
[email protected].
The Partner is responsible for providing Brevo with its most current email address. In the event that the last email address of Partner provided to Brevo is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Brevo’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Brevo.
These Terms do not create an exclusive agreement between Brevo and Partner. Both parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties. However, the Partner shall not refer or otherwise introduce NPCs to a competitor of Brevo while being eligible for Fees under these Terms.
For the duration of these Terms and until the date that is two (2) years after its termination, Partner agrees (without the prior written consent of Brevo):
(a) that Partner will not develop any products or services substantially similar in functionality to the Services;
(b) that the breach of this article would constitute unfair competition, would result in immediate and irreparable injury to Brevo, and would cause damages that are difficult, if not impossible, to quantify.
Accordingly, to prevent and/or to rectify any such breach, Brevo may seek an injunction in addition to other remedies provided for in these Terms.
22.9. Governing law and jurisdiction
The Agreement is governed under the laws of France.
The Parties shall attempt to settle amicably, within thirty (30) days from the date of the first written notice from one of the Parties stating the existence of a dispute, any dispute relating to the conclusion, existence, or interpretation of this Agreement. The Parties undertake to appoint a representative of its executive committee, Board, or C-level, to take part in the discussions.
If no agreement is reached within this period, any dispute concerning the validity, interpretation, performance, and/or termination for any reason whatsoever of the Agreement shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris (France), notwithstanding plurality of defendants or the introduction of third parties, including for incidental claims, emergency measures or precautionary procedures, in summary proceedings or by petition.
22.10. Electronic acceptance
The Parties agree that they can execute these Terms using electronic acceptance via the Platform. To become a Partner, provide the Services, and benefit from these Terms, the Partner must agree to be unconditionally bound by these Terms. Partner accepts these Terms by clicking electronically to sign up via Brevo’s interface on the Website.
The Parties agree that the electronic acceptance expresses their consent for these Terms to be legally binding to the Parties and to constitute proof in an equally valid manner as a paper document bearing a handwritten signature.