Affiliate Program – Terms & Conditions

These Voiso Affiliate Program Terms and Conditions (the “Affiliate Terms”) constitute a binding legal agreement between the Affiliate and Voiso Pte. Ltd., a Singapore company with its primary place of business at 9 Temasek Boulevard, #29-01, Suntec Tower 2, Singapore 038989 (“Voiso”), governing participation in the Voiso Affiliate Program (the “Program”).

PLEASE READ THESE AFFILIATE TERMS FULLY AND CAREFULLY BEFORE APPLYING. BY TICKING THE BOX INDICATING ACCEPTANCE OF THESE AFFILIATE TERMS AND SUBMITTING AN APPLICATION, YOU EXPRESS YOUR EXPLICIT CONSENT TO BE BOUND BY THESE AFFILIATE TERMS AND, UPON APPROVAL OF YOUR APPLICATION BY VOISO, CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND VOISO. NO AGREEMENT IS FORMED UNTIL VOISO APPROVES THE APPLICATION. THE AGREEMENT IS FORMED AND BECOMES EFFECTIVE WHEN VOISO’S APPROVAL EMAIL IS DELIVERED TO THE EMAIL ADDRESS SPECIFIED IN THE APPLICATION. ELECTRONIC ACCEPTANCE AND APPROVAL CONSTITUTE VALID ELECTRONIC ASSENT AND, WHERE A SIGNATURE IS REQUIRED, AN ELECTRONIC SIGNATURE TO THE FULLEST EXTENT PERMITTED BY LAW. NO HANDWRITTEN SIGNATURE IS REQUIRED.

If you are entering into these Affiliate Terms on behalf of a company, organization or other legal entity, you represent that you have full authority to bind that entity, in which case “Affiliate”, “you” and “your” refer to that entity.

1. DEFINITIONS

“Affiliate” means the individual or legal entity whose Application has been approved by Voiso and who participates in the Program.

“Affiliate Link” means the unique tracked hyperlink issued by Voiso to the Affiliate upon approval, used to attribute Referred Leads to the Affiliate.

“Affiliate Portal” means Voiso’s partner platform through which the Affiliate can track Referred Leads, Referred Customers and Commission.

“Application” means the application to join the Program submitted through the Program page on the Site.

“Commission” means the remuneration payable to the Affiliate under Section 4.

“Effective Date” means the date on which Voiso’s approval email is delivered to the email address specified in the Application.

“Hold Period” means the period of sixty (60) days from the date a Commission amount accrues, during which such amount is pending and subject to reversal under Section 6.

“Net License Revenue” means all revenues actually received by Voiso from a Referred Customer for subscription licenses listed at https://voiso.com/pricing, net of discounts, credits, refunds and chargebacks, and less withholding tax, VAT, sales tax, telecom taxes and charges and other applicable taxes, and all bank or payment provider fees. For the avoidance of doubt, Net License Revenue excludes all usage-based, telecommunications, professional-services and any other non-license revenues.

“Prohibited Conduct” means any conduct specified in Section 7.2.

“Referred Customer” means a Referred Lead that (i) has completed a sales meeting with Voiso; (ii) has commenced receiving Voiso Services and remains an active, paying customer for at least thirty (30) consecutive calendar days; (iii) has successfully passed Voiso’s compliance procedures; and (iv) is not the Affiliate itself nor any person or entity directly or indirectly controlling, controlled by, or under common control with the Affiliate, where control means the ability to vote or dispose of 50% or more of voting rights.

“Referred Lead” means a prospective customer attributed to the Affiliate pursuant to Section 3.

“Scam” means any fraudulent or deceptive act or operation, including any act or operation matching at least one of the patterns specified in Appendix A. Any act or operation is assessed by Voiso and may be considered a Scam at Voiso’s sole discretion.

“Services” means the software, communications and related services offered by Voiso from time to time.

“Site” means voiso.com and its subdomains.

“Tracking Cookie” means the first-party cookie set when a person clicks an Affiliate Link, with a duration of ninety (90) days, operating on a last-click basis so that a subsequent click on another Affiliate Link replaces the earlier attribution.

2. ENROLLMENT AND ELIGIBILITY

2.1. Participation in the Program requires submission of an Application and approval by Voiso. Voiso may accept or reject any Application at its sole discretion, including on the basis of an unsuccessful compliance check. No Affiliate Link is issued, and no attribution or Commission accrues, before the  Effective Date.

2.2. Voiso aims to review Applications within two (2) business days, but response times are not guaranteed and do not create any obligation on Voiso. Upon successful confirmation of the Application, the Affiliate receives an email confirming its participation in the Program and its tracking link for access to the Affiliate Portal. Rejected applicants are sent a decline email.

2.3. The following are not eligible to participate: existing Voiso customers acting in respect of their own account; existing Voiso resellers, distributors and referral partners (whose relationships are governed by separate agreements); Voiso employees and contractors and members of their immediate families; and any person or entity in a jurisdiction where participation would be unlawful or where Voiso does not offer the Services.

2.4. The Affiliate shall ensure that all information in its Application, including its legal name, registration or identification details, contact information, authority details, tax information and payment details, is complete, accurate and current. The Affiliate confirms that it participates in the Program for business or professional purposes and not as a consumer. An individual submitting an Application on behalf of an entity represents and warrants that the individual has full authority to bind that entity.

2.5. Affiliate Portal. Upon approval, Voiso will provide the Affiliate with access to the Affiliate Portal. The Affiliate shall maintain the confidentiality and security of its account credentials and shall be responsible for all activities and charges incurred through its account, whether by the Affiliate or by any employee, agent, consultant, contractor or other person authorised by the Affiliate to access the Affiliate Portal. The Affiliate shall ensure that all such authorised persons comply with these Affiliate Terms as if they were the Affiliate.

The Affiliate shall notify Voiso immediately upon becoming aware of any unauthorised access to or use of its account, any compromise of its credentials, or any other security breach. The Affiliate shall remain liable for unauthorized activities and charges arising from its failure to safeguard its credentials or from access granted by it, except to the extent that such activities or charges result directly from Voiso’s error, omission, negligence or failure to implement reasonable security safeguards.

Voiso may suspend or terminate access to the Affiliate Portal where it reasonably suspects unauthorised use, prohibited conduct, a Scam or any breach of these Affiliate Terms. The Affiliate shall be liable for all fees, charges, losses and damages arising from any breach committed by the Affiliate or by any person accessing the Affiliate Portal through its account.

3. ATTRIBUTION

3.1. A prospective customer is attributed to the Affiliate as a Referred Lead where such prospect submits a form on the Site while a valid Tracking Cookie referencing the Affiliate is present, or where such prospect is otherwise recorded by Voiso’s tracking systems as referred by the Affiliate.

3.2. Attribution operates on a last-click basis within the ninety (90) day life of the Tracking Cookie. A later valid click on another Affiliate Link replaces the earlier Affiliate attribution.

3.3. Voiso’s tracking systems and records are the sole and conclusive basis for determining attribution, Referred Leads, Referred Customers, Net License Revenue and Commission. Voiso will make relevant information available to the Affiliate through the Affiliate Portal.

3.4. A valid deal registration takes precedence over Tracking Cookie attribution. No attribution arises where, at the relevant time, the prospect: (i) is subject to a valid deal registration; (ii) is an existing Voiso customer; (iii) is already recorded as an open sales opportunity of Voiso; or (iv) was generated through Prohibited Conduct or a Scam.

3.5. A prospect may be attributed to only one Affiliate or other partner at a time. No Commission is payable where reliable attribution cannot be established from Voiso’s records.

4. COMMISSION

4.1. Subject to these Affiliate Terms, Voiso will pay the Affiliate a Commission equal to thirty percent (30%) of Net License Revenue received from each Referred Customer.

4.2. Commission accrues monthly, for each calendar month in which Voiso receives Net License Revenue from the Referred Customer. Once a Referred Lead becomes a Referred Customer, Commission is calculated on eligible Net License Revenue received from the date on which that customer account first became active and paying, including eligible revenue received during the initial thirty (30)-day qualification period, unless these Affiliate Terms are earlier terminated in accordance with Section 9.

4.3. For the avoidance of doubt: no Commission is payable on usage-based or any other non-license revenues; no Commission becomes payable unless and until a Referred Lead qualifies as a Referred Customer, upon such qualification, Commission shall be calculated in accordance with Section 4.2, including on eligible Net License Revenue received during the initial thirty (30)-day qualification period; and no Commission is payable in respect of any period after termination of these Affiliate Terms.

4.4. The Commission is inclusive of all the Affiliate’s charges, costs and expenses. The Affiliate is solely liable for all taxes and government fees arising from its participation in the Program.

4.5. Notwithstanding Sections 3.1 and 3.2, no attribution arises, and no Commission is payable, where: (i) the prospect is the subject of a deal registered by a Voiso reseller, distributor or partner, which registration shall in all cases take precedence over the Tracking Cookie; (ii) the prospect has an existing open sales opportunity with Voiso at the time of the relevant form submission; (iii) the prospect is an existing Voiso customer; or (iv) the attribution results from Prohibited Conduct (Section 7) or a Scam.

5. HOLD PERIOD AND PAYMENT

5.1. Each accrued Commission amount is subject to the Hold Period, during which it is pending and not payable and may be reversed under Section 6.

5.2. Upon expiry of the Hold Period without reversal under Section 6, the amount becomes payable and is included in the next monthly payout run, provided the Affiliate’s total payable balance is at least three hundred US dollars (USD 300). A balance below USD 300 rolls forward until the threshold is met.

5.3. Payouts are made once per month in US dollars through Revolut or by bank wire to verified payment details supplied by the Affiliate. Voiso may, at its discretion, offer or require alternative payment methods. Before the first payout, the Affiliate shall provide such payment, identification and tax information and another documentation as Voiso reasonably requires; no payout is due until such information has been provided. Voiso may suspend or withhold a payout where information is incomplete, inaccurate or outdated, or where payment may violate applicable law, sanctions or a binding direction of a competent authority. The Affiliate bears any receiving-bank, correspondent-bank or currency-conversion charges imposed on the Affiliate or deducted after Voiso initiates the payment.

5.4. The Affiliate authorises Voiso to prepare and issue, on the Affiliate’s behalf, a self-billed invoice or Commission statement for each payout. To the extent permitted by applicable law, each such document is treated as an invoice issued by the Affiliate to Voiso. The Affiliate shall provide accurate tax-registration information, review each document and notify Voiso of any error within ten (10) days after receipt. The Affiliate shall not issue a duplicate invoice for the same Commission unless Voiso requests it. Where applicable law requires a separate self-billing agreement, tax-authority filing or approval, or an invoice issued directly by the Affiliate, the parties shall complete the applicable requirement, and payment may be deferred until Voiso receives compliant documentation. Voiso may issue corrected statements, adjustment notes or credit notes as necessary.

5.5. The Affiliate shall notify Voiso at least seven (7) days in advance of any change to its payment details. Voiso may at its sole discretion disapprove a new payment instrument. Payouts returned, failed or unclaimed due to inaccurate or outdated payment details will be returned to the Affiliate’s payable balance and re-attempted in a subsequent run; Voiso is not liable for delays resulting from the Affiliate’s failure to maintain accurate payment details.

5.6. The USD 300 threshold does not apply to a final payment after all rights to future Commission have ended and all applicable Hold Periods have expired, provided the Affiliate has completed KYC and the amount may lawfully be paid. No interest accrues on pending or unpaid Commission balances.

6. REVERSALS AND CLAWBACKS

6.1. A pending Commission amount is reversed, in whole or in part, where during the Hold Period: (i) the underlying Net License Revenue is refunded, credited, charged back, reversed or not retained by Voiso; (ii) the Referred Lead does not qualify, or ceases before qualification to qualify, as a Referred Customer; (iii) the attribution was duplicate, invalid or based on inaccurate information; (iv) the Referred Customer fails or ceases to satisfy applicable compliance requirements; or (v) the attribution or underlying activity involved Prohibited Conduct, a Scam, fraud or material error.

6.2. Where any of the events in Section 6.1 occurs after the relevant amount has been paid, Voiso may set off the corresponding amount against the Affiliate’s current and future payable balances. Voiso will not invoice the Affiliate for repayment of amounts already paid except in cases of fraud, Scam or material breach by the Affiliate.

6.3. Voiso may temporarily withhold pending or payable Commission while it reasonably investigates suspected fraud, Prohibited Conduct, a Scam, sanctions exposure, an attribution dispute, a chargeback or another material compliance issue. Voiso will release, reverse or adjust the affected amount after completing the investigation and will provide a reasonable explanation through the Affiliate Portal or by email.

7. AFFILIATE OBLIGATIONS AND PROHIBITED CONDUCT

7.1. The Affiliate shall promote Voiso honestly, accurately and in compliance with all applicable laws, regulations and generally accepted advertising and marketing practices in the relevant jurisdictions, including all applicable consumer-protection and disclosure requirements (such as clear and conspicuous disclosure of the Affiliate’s commercial relationship with Voiso).

7.2. The following constitute “Prohibited Conduct”: (i) bidding on, purchasing or otherwise using “Voiso” or confusingly similar terms as paid-search keywords, or using them in domain names, social-media handles or advertising identifiers; (ii) self-referral, being any attempt to earn Commission on the Affiliate’s own account or that of a related person or entity as described in the definition of Referred Customer; (iii) sending unsolicited communications (spam) in any channel; (iv) incentivized traffic, being the offer of rewards, payments, discounts or other consideration to prospects in exchange for clicks or form submissions, unless expressly approved by Voiso in writing; (v) cookie stuffing, forced clicks, misleading redirects, or any manipulation of tracking mechanisms; (vi) misrepresentation of Voiso, its Services, pricing or commercial terms, or presentation of the Affiliate as an agent, employee or exclusive representative of Voiso; (vii) promotion through content or placements that are unlawful, deceptive, defamatory, hateful, or that infringe third-party rights; (viii) promotion directed at, or generation of leads from, jurisdictions or sectors in which Voiso does not offer or cannot lawfully provide the Services; and (ix) any act or omission matching a Scam pattern in Appendix A.

7.3. The Affiliate shall use Voiso’s names, logos and marketing materials only as provided or approved by Voiso and in accordance with Voiso’s brand guidelines. Voiso grants the Affiliate a non-exclusive, revocable, non-transferable licence to use such materials solely to perform under these Affiliate Terms. All intellectual-property rights remain with Voiso, and all rights not expressly granted are reserved.

7.4. The Affiliate shall not enter into contracts, collect payments, make commitments, representations or warranties, or otherwise act on behalf of Voiso. The Affiliate participates as an independent contractor. Nothing in these Affiliate Terms creates an employment, agency, partnership, fiduciary, franchise or joint-venture relationship.

7.5. Before providing personal data concerning a prospective customer to Voiso, the Affiliate shall have an appropriate legal basis to collect and disclose that data, provide any required privacy notice and honour applicable marketing opt-outs. The Affiliate shall not submit special-category, sensitive or unnecessary personal data unless Voiso expressly requests it through an approved secure channel.

7.6. The Affiliate shall reasonably cooperate with Voiso in investigating attribution, complaints, suspected Prohibited Conduct, Scams, data-protection issues and regulatory or law-enforcement enquiries relating to the Affiliate’s activities. The Affiliate shall maintain reasonably sufficient records of its promotional activities for at least three (3) years and provide relevant records to Voiso upon reasonable request, subject to applicable law.

8. PROGRAM CHANGES

8.1. Voiso may amend these Affiliate Terms, including the Commission rate and Program provisions, at any time. For material changes including the Commission rate and payment terms Voiso provides the Affiliate with at least thirty (30) days’ notice by email or through the Affiliate Portal. For all non-significant amendments Voiso will endeavour to notify the Affiliate by timely posting of any such changes on the Site.

Amendments apply prospectively only and do not affect Commission already accrued at the time the amendment takes effect. Continued participation in the Program after the effective date constitutes acceptance of the amended Affiliate Terms; an Affiliate who does not accept an amendment may terminate under Section 9.1.

9. TERM, TERMINATION AND DORMANCY

9.1. These Affiliate Terms begin on the Effective Date and continue until terminated. Either party may terminate for convenience with 30-calendar days advance notice, in the Affiliate’s case through the Affiliate Portal or by email.

9.2. Voiso may suspend the Affiliate’s participation immediately while investigating a material compliance or security concern. Voiso may terminate immediately, without liability, where: (i) the Affiliate commits a material breach of these Affiliate Terms and, where curable, fails to cure it within thirty (30) days of notice; (ii) the Affiliate violates any law, rule or regulation of any governing authority; (iii) the Affiliate engages in Prohibited Conduct or a Scam; or (iv) Voiso receives during any calendar month claims, complaints, law-enforcement requests or other notices about unlawful, unfair or inappropriate acts relating directly or indirectly to thirty percent (30%) or more of the Affiliate’s Referred Customers.

9.3. Upon termination: no further Commission accrues for any period after the termination date; amounts already accrued and not reversed will be paid in accordance with Section 5, except that upon termination under Section 9.2 all pending and payable amounts are forfeited to the extent connected with the conduct giving rise to termination.

9.4. Voiso may close an Affiliate account, on thirty (30) days’ notice, where the account has generated no Referred Leads and/or has held a payable balance below the USD 300 threshold for twelve (12) consecutive months. Any remaining payable balance at closure will be paid in the final payout run.

9.5. Any provisions which by their nature ought to survive termination shall survive, including Sections 6, 7.3, 7.4, 10, 11, 12 and 13.

10. CONFIDENTIALITY AND DATA

10.1. Each party shall keep in strict confidence all non-public information of the other party disclosed in connection with the Program, including the terms of any individually agreed arrangements, lead and customer data, and commercial information, and shall use it only for the purposes of the Program. This obligation continues for three (3) years after termination. Information which is or becomes public through no breach, was lawfully known or received without restriction, or is independently developed, is not confidential information. Either party may disclose confidential information where required by law or regulation, giving prior notice where lawful.

10.2. Voiso may process Affiliate, user, KYC, sanctions-screening, tax and payment data for administering the Program, verifying identity and authority, preventing fraud, making payments, meeting legal obligations and resolving disputes. Voiso may disclose such data to its affiliates, banks, payment providers, identity-verification and screening providers, professional advisers and competent authorities where reasonably necessary. KYC and payment records are administered by Voiso’s Billing function and retained for the period required by applicable law or reasonably necessary for those purposes. Voiso processes personal data in accordance with its Privacy Policy at https://voiso.com/privacy-policy.

10.3 Voiso uses cookies and similar technologies in accordance with its Cookie Policy. The Affiliate shall not interfere with, circumvent or misrepresent the operation of the Tracking Cookie or any consent mechanism used on the Site.

11. INDEMNIFICATION

11.1. The Affiliate shall defend, indemnify and hold harmless Voiso, its affiliates and their respective officers, directors, employees and subcontractors from and against third-party claims, proceedings, losses, damages, reasonable legal fees, regulatory charges, fines and penalties arising out of or relating to: (i) the Affiliate’s promotional activities, content or channels; (ii) the Affiliate’s breach of these Affiliate Terms or applicable law; (iii) Prohibited Conduct, a Scam or fraud involving the Affiliate or its authorised users; or (iv) the Affiliate’s unlawful collection, use or disclosure of personal data.

12. WARRANTIES AND LIMITATION OF LIABILITY

12.1. Each party represents that it has all requisite rights, power and authority to enter into these Affiliate Terms and that it is under no contractual or other obligation which would interfere with performance hereunder.

12.2. THE PROGRAM, THE AFFILIATE PORTAL AND ALL TRACKING ARE PROVIDED “AS IS”. VOISO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PROGRAM OR ANY LEVEL OF LEADS, CUSTOMERS OR EARNINGS.

12.3. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES. VOISO’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE AFFILIATE TERMS IS CAPPED AT THE AMOUNT OF COMMISSION PAID OR PAYABLE TO THE AFFILIATE FOR THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE AFFILIATE TERMS LIMITS OR EXCLUDES LIABILITY FOR FRAUD OR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. These Affiliate Terms are governed by and construed in accordance with the laws of Singapore without regard to conflict-of-laws rules.

13.2. The parties shall first attempt to settle any dispute arising out of or in connection with these Affiliate Terms by discussions between senior management for thirty (30) days following written notice of the dispute. Failing settlement, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the SIAC Rules. The seat of arbitration shall be Singapore, the tribunal shall consist of one arbitrator, and the language of the arbitration shall be English.

14. GENERAL

14.1. Notices. Formal notices shall be in writing and sent by email to the addresses provided in the Application (for the Affiliate) and to [email protected] (for Voiso), or given through the Affiliate  Portal.

14.2. Assignment. The Affiliate may not assign these Affiliate Terms or any rights or obligations hereunder without Voiso’s prior written consent, at Voiso’s sole discretion. Voiso may assign these Affiliate Terms to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of the relevant business or assets, upon notice to the Affiliate.

14.3. Publicity. Neither party may issue a press release or general corporate announcement about its relationship with the other without the other party’s prior written approval, not to be unreasonably withheld. This does not restrict the Affiliate’s ordinary promotional activities carried out in accordance with these Affiliate Terms and Voiso’s brand guidelines.

14.4. Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labour disputes, utility or network failures, civil disturbances, pandemics and governmental actions. Where such an event continues for more than three (3) months, either party may terminate on written notice.

14.5. Waiver; Severability. Failure to exercise any right is not a waiver of it. If any provision is held invalid, the remainder continues in force.

14.6. Entire Agreement and Order of Precedence. These Affiliate Terms, the approved Application and Appendix A constitute the entire agreement concerning the Program and supersede prior proposals, discussions and communications. If there is a conflict, these Affiliate Terms prevail over the Application, unless Voiso expressly agrees in writing that a specific Application term overrides a specified provision of these Affiliate Terms.

14.7. Electronic Communications and Records. The Affiliate consents to the use of electronic communications, electronic records and automated systems in forming and administering these Affiliate Terms. Voiso may retain and reproduce records of the Application and approval, including the applicant’s name, title, legal entity, email address, verified-email status, IP address, user-agent data, date and time, checkbox event, the exact acceptance text, the applicable terms version and document hash, and the approval email and delivery record. Subject to applicable law and correction of manifest error, those records may be used to evidence identity, authority, notice, acceptance, the applicable contract version and the Effective Date.

APPENDIX A — PATTERNS OF THE SCAM

The following non-exhaustive patterns may constitute a Scam or Prohibited Conduct where they are used in connection with the Affiliate’s promotion, leads or Referred Customers:

1. Impersonation;

2. Invested/frozen funds recovery for a fee or commission;

3. Extortion of money to enforce withdrawal of funds;

4. Encouraging to pay for insurance that will fix a volatile exchange rate;

5. Persuasion to pay for insurance that will recover losses on trading;

6. Obligation to register a new crypto/e-money wallet under supervision of a representative (AnyDesk, TeamViewer, screenshots) and deposit for its activation.

Besides the above-mentioned techniques, abusive and offensive language, refusal to remove personal data from contact lists, and threats shall also be considered as the Scam.