General provisions
- These terms and conditions ("Terms") contain regulations of your (“Affiliate” or simply “you”, “your”, etc.) participation in Toggl’s affiliate programme (“Programme”)
- The Programme is organised by Toggl OÜ, a private limited liability company established and operating under the laws of Estonia, with its corporate seat at Tallinn, address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, registry number 11346813 (“Toggl” or simply “we”, “our”, “us”, etc.).
- The purpose of the Programme is to have you, the Affiliate, promote our Services and Software (as defined in Toggl Track Terms of Service), bring our products to new audiences, and reward you for your activity.
- These Terms do not create an exclusive relationship between you and Toggl. You 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, and Toggl has the right to find other Affiliates.
- Further information about the Programme can be obtained by visiting the Knowledge Base article under the address: https://support.toggl.com/en/articles/8975562-toggl-affiliate-program-faqs, which shall constitute an integral part of these Terms (“Documentation”). You are advised that, before signing up as an Affiliate and accepting these Terms, you should study the Documentation pertaining to the Programme.
- These Terms are binding and enforceable for you and Toggl, and in conjunction with the Documentation, they stipulate a legal agreement in relation to your participation in the Programme, and contain the general principles and conditions of the Programme and your participation therein, as well as the rights and obligations of you and Toggl. By filling out the sign-up form and clicking “sign up” or any equivalent button, you agree and unconditionally accept these Terms.
Participation
- Participation in the Programme is free of charge. Prior ownership of a user account of any Toggl product or offering is not a prerequisite of participation.
- Programme is directed at and open to any natural person above the age of 18 with full legal capacity or to any duly established and legally operating legal person, who has completed an application to become an Affiliate. By submitting the application, you declare to be familiar with the content of these Terms and to unconditionally accept their provisions. In doing so, you represent and warrant to us that you have full power and legal capacity and authority to enter into these Terms. If you enter into these Terms on behalf of a legal person, you represent and warrant that you have full power and authority to enter into these Terms on behalf of that legal person (e.g. as its authorised officer, director, management board member), and that these Terms are binding and enforceable upon such legal person.
- Participation in the Programme is technically made possible through an external tool (“Platform”) that we make available to you upon your acceptance into the Programme and for you to use and track your participation. Through the Platform, we will provide you with a specific, individual URL (“Link”), which you place on your site or promote through other channels. Through the Platform, you will be able to track your participation, and view reporting options and compensation accrual.
- In order to participate in the Programme, you must complete the application at https://toggl.com/track/affiliates/, accept these Terms, accept the terms of the Platform (if applicable), and sign up. Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Programme or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Programme within thirty days of your application, your application is considered to be accepted.
- Over the course of your participation, and upon our approval, you will be appointed as a non-exclusive Affiliate, and you shall act to refer new potential customers (“Referred Customer”) to purchase our products and services. As our Affiliate, you may not present yourself as a part of Toggl and may not create any obligation on behalf of Toggl. You shall invest reasonable time in promoting our products and services, and do it with good quality.
- Your participation is personal, meaning you cannot have sub-affiliates or share your Compensation with anyone else.
- Over the course of your participation in the Programme, you undertake, at all times, to comply with these Terms and the Documentation, as well as any laws applicable to you locally, any and all governmental regulations, ordinances, judicial and/or administrative orders, licenses, permits, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you or applicable to you, as well as the laws of the Republic of Estonia.
Commission
- In order to be eligible for the remuneration for the provision of services under these Terms (“Commission”), the Referred Customer must make an Eligible Payment through the Affiliate’s Link.
- You will be remunerated solely with respect to qualified payments of Referred Customers, who cumulatively fulfil the criteria set out in the following clauses (“Eligible Payment”).
- Eligible Payment under these Terms shall mean the very first payment of the Referred Customer’s Organization that is not withdrawn, deducted, discounted, or otherwise refunded, and does not undergo a chargeback procedure within 45 days (the locking period) of the payment. Referred Customer’s payment can be considered an Eligible Payment regardless of the fact if the Referred Customer had been an existing Customer of Toggl or if it is a new lead from the Affiliate, provided that the Referred Customer had never made a payment beforehand, i.e. the Affiliate had caused the Referred Customer to move from a free to a paid Service Plan.
- Referred Customer’s payment shall not be considered an Eligible Payment in case (a) the Referred Customer had been introduced to Toggl by another Affiliate; (b) had subscribed to our Services of their own volition without using the Link, or had otherwise misused or failed to use the Link; (c) the Referred Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; or (d) the Referred Customer had previously been approached by Toggl’s own representatives, agents, or employees in relation to potential contracting.
- Participation in the Programme does not result in obtaining any discounts for the Services, either to the Affiliate or to the Referred Partner, unless we stipulate otherwise in writing. Toggl will not pay Commission for the so-called self-dealing, i.e. using the Programme to obtain discounts for own accounts and Organizations. Such conduct will be considered a major breach of these Terms and may lead to the exclusion from the Programme and the forfeiture of expected payments.
- Commission is calculated only upon payment to the Affiliate. Until then, the expected payment is not an obligation from us to you, but an estimation of future revenues. No obligation of payment arises for Toggl unless (a) the sum of the commissions from Referred Customers exceeds the payout threshold of 30 EUR; (b) 90 calendar days have passed since the payout threshold elaborated in point (a) was reached.
- Commission shall be calculated as 30% of our net revenues from Eligible Payments, which means our total revenues, minus taxes, chargebacks, cancellations, bad debt, collection costs, clearing costs and payments made in order to collect the payment. You agree that our books and records are deemed as accurate and that our tracking is final.
- Payments shall not be made more often than once every 90 days unless we agree otherwise in writing. In order to receive payment under these Terms, you must have: (a) agreed to these Terms (generally completed through the Platform); (b) completed all steps necessary to create your account in the Platform in accordance with our directions; (c) have a valid and up-to-date payment method (usually PayPal) in the Platform; (d) reached the payout threshold of 30 EUR for each payout.
- If we provide a Referred Customer who made an Eligible Payment with a refund, if they initiated a successful chargeback procedure or the payment had to be returned for any other reason, and we have already paid out the Commission to you, then we may deduct the Commission from your future payout, or request that you return such fees. You also agree that we may offset any sums that you may owe us from any future payments.
- Each Party shall bear its own expenses, currency conversion fees, and similar, and the Commission you are entitled to is the sole payment you receive in relation to your services.
- You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. Depending on your jurisdiction, you may be required to provide a tax invoice and further information prior to or upon receiving payments. Identifying, establishing, filing and remitting any such tax, fee, penalty or other payment shall be entirely your responsibility and we offer no advice, guarantees or information concerning such requirements as may be necessitated by your jurisdiction. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
- We have the right to disqualify you from the Programme and refuse to pay out Commission at our discretion, particularly in case the Commission has been earned through fraudulent means, misuse of the Link, illegal, overly aggressive or questionable business practices, in violation of these Terms, contrary to the Documentation, through misuse of the Platform, or by any other means that we deem to breach the spirit of the Programme.
- Aside from the Commission, Toggl may introduce other benefits in kind, for instance dependent on the volume of Referred Customers, which will be from time to time described in the Documentation or communicated to the Affiliate directly.
Representations and Warranties
- You represent and warrant that you have all sufficient rights and permissions to participate in the Programme.
- You undertake that your participation in this Programme will not conflict with any of your existing agreements or arrangements.
- You represent and warrant that you will only act in a legal, bona fide manner and that you will not infringe on any intellectual property right or act in any deceptive practice when participating in the Programme.
- You further represent and warrant that you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Programme (for example, by clearly stating you are a Toggl Affiliate on any website or in any social media where you make an affiliate link available).
- You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. You shall not employ spyware, parasiteware, viruses, adware, or similar software, or other deceptive methods.
- For the purposes of the Programme, you shall not conduct any marketing activities by means of spam, unsolicited emails, or any other unsolicited communications.
- You agree not to use the Programme to harass, abuse, threaten others, violate intellectual property rights, perpetrate any fraud, engage in any unlawful gambling, publish or distribute any material which incites violence, hate, or discrimination towards any group, any sexually explicit material, or to unlawfully gather information about others.
- You shall not create, publish, distribute or permit any written material that makes reference to Toggl beyond what is necessary for the performance of your obligations under the Programme without first obtaining our prior written consent.
- You are expressly forbidden from using the Link in order to negatively impact Toggl’s own marketing channels or which is otherwise in conflict with Toggl’s own brand advertising. This shall include, but not be limited to: running paid ad campaigns using the Link, keyword bidding on search networks using the Link, purchasing ads for Toggl’s websites, or otherwise competing with Toggl for advertising space. Failure to comply with this provision will result in an immediate termination of this Agreement.
Trademarks and Copyrights
- Subject to the limitations below, Toggl grants you a non-exclusive, non-transferable, non-sublicenceable and revocable license to use our trademark, brand name, and promotional materials in conjunction with the Programme and use Toggl’s intellectual property contained therein exclusively in conjunction with identifying Toggl on your websites, to send or display the Link we provide.
- During the term of your participation in the Programme, in the event that you use any of our trademarks, logos, or similar intellectual property available to you, you shall only use them in connection with the Programme, in accordance with these Terms, and in compliance with our Media Kit: Logos, Product Images and Press Releases.
- You cannot use our Intellectual Property Rights with another brand name or as a bundled project. It also means that you cannot allow others to use the content we licensed to you.
- You will immediately comply if we request that you discontinue the use of the Link or any of our trademarks, logos, or similar intellectual property. We reserve the right to deactivate the Link at any time if we reasonably believe that you infringe on the provisions of this section.
- You must not use any of our logos, trademarks, or similar intellectual property in a misleading way, or otherwise in a way that implies we endorse, sponsor or approve of your services, products, or content. You are forbidden from using our trademarks, logos, or similar intellectual property in violation of any applicable laws or in connection with obscene, indecent, or unlawful topics or materials.
- No license to any software is granted by these Terms. Toggl retains all ownership rights in its Services. We grant to you only the rights and licenses expressly stated in these Terms, and you receive no other rights or licenses with respect to us, our services, our trademarks, or any other property or right of ours. This Agreement shall in no way limit our right to sell our services directly or indirectly, to any current or prospective customers.
- You are solely responsible for any content, such as text, images, and all other forms of data or communication posted on your personal pages. Your site, blog, social media, or any platform through which you disseminate the Link must adequately and accurately disclose, either through a dedicated privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors.
Confidentiality
- Our relationship is confidential; meaning that your Commission is confidential, the fact that we paid you is not. You should add a decent disclosure if required by law that you receive a Commission, but you should not tell others what is your specific Commission is.
- From time to time, we may share with you information considered as confidential. As used herein, “Confidential Information” means any proprietary or sensitive information disclosed by us to you, whether oral, written, electronic, or otherwise, in connection with these Terms, which may include, but is not limited to, trade secrets, business plans, financial data, customer lists or data, personal data, technical specifications, and any other information marked or reasonably understood to be confidential or is explicitly designated by us as confidential.
- Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to us or (ii) was known to you prior to its disclosure by us without breach of any obligation owed to us.
- You shall: (i) protect the confidentiality of our Confidential Information using the same degree of care that you use with your own confidential information; (ii) not use any Confidential Information for any purpose outside the scope of these Terms; (iii) not disclose Confidential Information to any third party. You may disclose Confidential Information if required to do so under any laws, statutes, rules or regulations, having previously informed us thereof.
Indemnification
- You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such action is based upon or arises out of (a) your participation in the Programme; (b) our use of the data you provided us; (c) your noncompliance with or breach of these Terms; (d) your use of Platform and any breach of the terms of the Platform by you, if applicable.
- We will: notify you in writing within thirty days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that imposes an obligation on us, requires us to make an admission or imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Limitation of liability
- Toggl shall not be liable for the exclusion of the Affiliates from the Programme in case of non-compliance with these Terms, provision of false or inaccurate information, or non-compliance with any laws applicable to the Affiliate or Toggl.
- Toggl will not be liable to you with respect to any failure by you or anyone else to use your Link, nor will we be liable in case where the Referred Customer is not able to accept cookies, disables cookies, the relevant cookies expire, they are removed incidentally or accidentally, including to the extent that such failure or occurrence may result in any reduction of amounts that would otherwise be paid to you pursuant to these Terms.
- To the extent permitted by law, in no event shall Toggl be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
- You acknowledge that the Service (as defined in Toggl Track Terms of Service) (i) has not been designed to meet any specific requirements, (ii) may from time to time suffer interruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities, and (iv) should not be relied upon in inherently dangerous circumstances. The Software (as defined in Toggl Track Terms of Service), the Service, and anything offered or delivered as a part of, in conjunction with, or by means of any Feature (as defined in Toggl Track Terms of Service) is provided on an "as is" and "as available" basis. We make no representations or warranties about the suitability, reliability, availability, security of our Services or the Platform.
- Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- If, notwithstanding the other provisions of these Terms, Toggl is determined to have any liability to you or any third party, we hereby agree that our aggregate liability will be limited to the total Commission amounts you have actually earned for the related customer transactions in the three month period preceding the event giving rise to a claim.
Term
- These Terms will apply for as long as you participate in the Programme until terminated by you or us.
- We reserve the right to terminate your participation in the Programme at any time by providing you with notice of such termination (to the email account with which you applied to the Programme), and with immediate effect, at our sole discretion. When we terminate our relationship, you must cease using all of our Intellectual Property.
- In any case we suspect any breach of these Terms, we may also suspend your participation until we receive sufficient evidence from you that shows that no breach occurred. In such case, we may require a review of your books and records prior to reinstatement.
- Upon termination of your participation in the Programme, regardless of whether due to your breach or otherwise, you agree to relinquish any remaining expected future payments that have not been paid out.
- You may terminate these Terms at any time on thirty (30) days' notice to us.
- Toggl is entitled to disable, remove or change the Link at any time.
Final provisions
- We may, from time to time, update or replace these Terms, especially if the Programme is altered, revised, terminated or becomes part of another programme. If we update or replace the Terms, you will be informed about the changes through the Platform. You will always have the option to terminate the contractual relationship between us, provided that you promptly inform us in writing prior to the new Terms coming into force. If any modification of these Terms is unacceptable to you, your only recourse is to terminate these Terms. Your continued participation in the Programme following any modifications constitutes your agreement to such modification.
- Any use of the Software, Service or Features (as defined in Toggl Track Terms of Service), subscription to any particular Service Plan, regardless of the fact if performed under this Programme or not, is subject to Toggl Track Terms of Service.
- Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms. If we approve your participation in the Programme, we consider you an independent service provider. This means you should pay all applicable taxes, make sure that you have proper insurance, and not make any statement on our behalf. It also means that we will pay you the sums we agree upon on specific dates. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this clause.
- All claims related to the Programme must be sent in writing to Toggl at:
Toggl OÜ
Tornimäe tn 5
10145 Tallinn, Estonia
In any other matters, including for the purpose of receiving any additional information regarding the Programme, we can be reached under the e-mail address: affiliates[at]toggl.com. For a faster response, please include your affiliate link in your request. - These Terms, in conjunction with the Documentation, constitute an entire agreement between us for the Programme and supersede all other proposals or agreements, whether electronic, oral or written, between us.
- You may not assign any of your rights under these Terms, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or subsidiary or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
- Participation in the Programme requires the processing of personal data by us, as well as transferring them to external parties. By engaging in the Programme, you acknowledge that your data will be processed in compliance with the data processing practices outlined in the Toggl Privacy Policy, and the legal basis for the processing is the necessity to fulfil the contractual agreement, i.e. these Terms. You acknowledge that accessing the Platform means that your data will be transferred to Rewardful Inc., 888 - 3rd Street SW, Suite 3810, Bankers Hall West Calgary, Alberta, T2P 5C5 Canada (which offers an adequate level of data protection according to the European Commission). This transfer may result in the processing of your personal data by Rewardful Inc. not only as Toggl’s processor, but also as an independent controller, and prior to signing up, you have made yourself acquainted with the privacy policy of the Platform available under: https://www.rewardful.com/privacy.
- Capitalised and bolded terms in these Terms shall be deemed to be contractually defined. In case of no definition, such terms shall have the meaning assigned to them in Toggl Track Terms of Service. The headers shall not be included in the interpretation. The provisions of these Terms are independent from each other and the invalidity of one clause does not affect the validity of the others. In the event that one of the clauses of these Terms is held to be invalid or otherwise void, this clause shall be deemed to be substituted by a new one so as to effect the original intent of Toggl as closely as possible, and the remainder of these Terms will continue in effect.
- Nothing in these Terms, express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- These Terms and the Programme shall be governed by the laws of the Republic of Estonia, without giving effect to its conflicts of laws principles.
- All disputes arising from or otherwise concerning these Terms (including disputes concerning the formation or validity hereof) shall be resolved by arbitration as follows: (i) the matter shall be arbitrated by the Arbitration Court of the Estonian Chamber of Commerce and Industry (ACECCI); (ii) the proceedings shall be conducted in accordance with the ACECCI's then-current arbitration rules; (iii) the seat of arbitration shall be Tallinn, Estonia; and (iv) any decision (order, judgment or other) that the ACECCI may deliver in such a dispute shall be enforceable in all jurisdictions. Each Party hereby irrevocably submits to the ACECCI's jurisdiction and waives any and all objections it may have thereto.
- If the above agreement with respect to arbitration proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of Estonian courts, with Harju County Court in Tallinn as the court of first instance (save where the relevant rules of procedure provide for the mandatory jurisdiction of another Estonian court, in which event the latter shall apply).
Last updated: March 6th 2024