Partner Program Terms and Conditions

These Terms and Conditions ("Agreement") govern your participation in the Calilio Partner Program ("the Program"), operated by CALILIO PTE. LTD., UEN 202433643W, of 14 Robinson Road, #08-01, Far East Finance Building, Singapore 048545 ("Calilio", "we", "us", "our").

By applying to or participating in the Program, you ("Affiliate", "Partner", "you") agree to be bound by this Agreement.

For affiliate, solutions, technology and channel partners. Version 2.1 keeps the clause numbering of version 2.0 unchanged, so every existing cross-reference still resolves.

Which programme you are in

Calilio runs four partner routes. Three are governed by this Agreement. The fourth is not.

If you are a channel partner, your commercial terms come from the agreement you signed after evaluation and onboarding. If you have not signed one, you are not a channel partner yet.

Nothing on a Calilio marketing page forms part of this Agreement. Where a page describes a commercial term that does not appear here, this Agreement governs. See section 17.4.

1. Definitions

• 1.1 "Calilio", "we", "us", "our" means CALILIO PTE. LTD., UEN 202433643W, and its affiliates.
• 1.2 "Affiliate", "Partner", "you" means the individual or entity participating in the Program.
• 1.3 "Customer" means a new, unique user referred by you who purchases a paid Calilio workspace subscription.
• 1.4 "Qualified Referral" means a Customer who (i) clicks your unique tracking link, (ii) signs up for a Calilio account within the Attribution Window, and (iii) makes full payment for any paid Standard or Premium plan, monthly or annual.
• 1.5 "Attribution Window" means the 90 days following a click on your tracking link.
• 1.6 "Commission" means the fee earned on a Qualified Referral, being 30% of the net subscription revenue actually received by Calilio from that Customer, as calculated under section 4.2.
• 1.7 "Lifetime Commission" means Commission payable for as long as the Qualified Referral remains a paying Customer on a paid plan, subject to this Agreement.
• 1.8 "Brand Keyword" means "Calilio" and any search term containing it or a confusingly similar variant, including common misspellings.
• 1.9 "PartnerStack" means the third-party platform through which the Program is administered, tracked and paid.
• 1.10 "Program Materials" means the logos, banners, links and other brand assets we make available to you in PartnerStack.

2. Enrolment and eligibility

2.1 You apply through our partner platform, PartnerStack. Approval is at Calilio's discretion, and we may decline an application without giving reasons.

2.2 You must give accurate and complete information when you apply, and keep it current. This includes the tax and payment details we need in order to pay you.

2.3 One Partner account per person or entity. Operating multiple accounts to increase commission, or to work around a suspension, is a material breach.

2.4 You must be at least 18 and legally able to enter into this Agreement.

2.5 Current Calilio employees and contractors may not participate.

3. Attribution: how a referral is credited to you

3.1 Tracking. When someone clicks your unique tracking link, a cookie is placed on their browser recording that you referred them. Attribution is handled by PartnerStack.

3.2 Attribution Window. That cookie lasts 90 days. If the person signs up for a Calilio account at any point within those 90 days and later becomes a paying Customer, the referral is credited to you. They do not have to sign up on the same visit.

3.3 First click wins. If a person clicks links from more than one Partner within the Attribution Window, the referral is credited to the first Partner whose link they clicked. We credit the Partner who introduced Calilio, not the last one they happened to pass through.

3.4 Limits of cookie tracking. Attribution depends on the cookie surviving. If the person clears their cookies, blocks them, uses a private browsing window, or signs up on a different device or browser from the one where they clicked, we may be unable to attribute the referral. That is a limitation of the technology, and no commission arises on a referral we cannot track.

3.5 Existing customers and existing leads. No commission is payable where the person already holds, or previously held, a Calilio account, or where they were already an active lead in our sales pipeline before your link was clicked. Reactivations and renewals of former customers do not qualify.

3.6 Self-referral. You may not earn commission on your own subscription, on a subscription bought by your employer, by an entity you control or are employed by, or by a member of your immediate household.

4. Commission

4.1 Rate. You earn a 30% Lifetime Commission on net workspace subscription revenue actually received by Calilio from each Qualified Referral. This applies to both the Standard and the Premium plan, monthly or annual, and follows the Customer through upgrades and downgrades.

4.2 What commission is calculated on. Commission is calculated on subscription revenue received, net of refunds, chargebacks, credits, discounts, and any taxes we are required to collect. It is not payable on wallet top-ups, phone number charges, per-minute or per-message usage charges, metered artificial intelligence or transcription charges, or message campaign registration fees.

4.3 What "lifetime" means. Commission continues for as long as the Customer keeps paying subscription fees, with no cap on duration or amount. It continues even if you stop actively promoting Calilio, provided your Partner account remains in good standing and this Agreement has not been terminated for cause.

4.4 When commission stops. Commission on a Customer ends if that Customer:

• receives a full refund of the payment concerned;
• moves to a free plan, or their subscription lapses;
• fails to pay, and their subscription is suspended or cancelled;
• is terminated by Calilio for breach of our Terms of Service; or
• cancels and later returns, in which case the new subscription is a reactivation and does not re-qualify.

4.5 Clawback. If commission has been paid on revenue that is later refunded or charged back, we may deduct the corresponding amount from your next payment, or invoice you for it if no further payment is due.

5. Payment

5.1 Payment date. Commissions are paid on the 8th of each month, covering commission that became payable in the previous calendar month. Where the 8th falls on a weekend or public holiday, payment is made on the next business day.

5.2 Annual plans. Where a Customer pays annually, commission on that payment is paid in full in the next payment run. It is not spread across the year.

5.3 Threshold. Payment is issued once your balance reaches 5 US dollars. Balances below that carry forward to the next month.

5.4 Method and currency. Payments are made through the methods available in PartnerStack. All commissions are calculated and paid in US dollars. Where your payment method settles in another currency, the conversion rate is set by the payment provider, not by us.

5.5 Fees. Transaction fees charged by the payment processor are deducted from your payment and are your responsibility.

5.6 Tracking. Clicks, signups, conversions and commission balances are visible to you in real time in PartnerStack.

5.7 Payment held up by your details. If we cannot pay you because your payment or tax information is missing, incorrect or out of date, the balance is held until you correct it. We will contact you before that happens.

5.8 Taxes. You are solely responsible for reporting and paying any income tax, value added tax, goods and services tax or other tax on your commissions in your own jurisdiction. We do not withhold tax unless we are legally required to, in which case we will tell you.

6. Disputing a commission

6.1 If you believe a referral has not been tracked, or a commission has been calculated incorrectly, email partners@calilio.com within 60 days of the date the commission should have appeared.

6.2 Tell us what you can: the date and approximate time of the click, the link used, and any detail identifying the Customer. We will investigate and respond within 15 business days.

6.3 After 60 days, our records of commission are treated as final. We recommend reviewing your PartnerStack dashboard monthly.

7. Disclosure of your partner relationship

7.1 You must clearly and conspicuously disclose that you earn a commission, on every placement where you promote Calilio: web pages, blog posts, videos, social posts, emails, podcasts and paid ads alike.

7.2 Where the disclosure goes. Close to the link or recommendation, visible without clicking, expanding or scrolling past it. A disclosure buried in a footer, hidden behind "read more", or placed at the end of a long video does not count.

7.3 Acceptable wording includes "I earn a commission if you sign up through this link", "Affiliate link", or in the United Kingdom "#ad". In video, say it aloud as well as showing it on screen.

7.4 The rules that apply. These include the Federal Trade Commission Endorsement Guides in the United States, the CAP Code and Advertising Standards Authority guidance in the United Kingdom, and equivalent rules elsewhere. Where local rules are stricter than this section, follow the local rules.

7.5 Honest endorsement. Only describe experience with Calilio that you have actually had, and do not present a paid recommendation as an independent review.

8. Promotion: what you may do

8.1 You may promote Calilio through your own website, blog, newsletter, social channels, videos, webinars, podcasts and communities, provided you comply with this Agreement and all applicable law, including data protection and anti-spam legislation.

8.2 Brand assets. Logos, banners and links are available in the PartnerStack portal. You may also create your own materials, provided they follow our brand guidelines, are professional, and are truthful.

8.3 Accuracy. Only make claims about Calilio's features, pricing and performance that are accurate at the time you publish. Our pricing page and feature pages are the authoritative source. Check anything you have written when we change a plan or a rate.

8.4 Emergency calling. Never state or imply that Calilio can be used to call emergency services. It cannot. See our Emergency Services Notice, and do not publish anything that contradicts it.

9. Promotion: what you must not do

9.1 Spam and unsolicited marketing

• Send unsolicited commercial email, text messages or messages promoting Calilio.
• Post promotional links in comment sections, forums or communities where that is against the rules.
• Use purchased, rented or scraped contact lists.

9.2 Misleading promotion

• Make false or unverifiable claims about Calilio's features, pricing, performance or ratings.
• Guarantee outcomes, savings or results we have not stated.
• Present sponsored content as an independent review, or fabricate testimonials.
• Imply that Calilio endorses you, or that you speak for Calilio.
• Publish fake discount codes, or claim offers that do not exist.

9.3 Fraud

• Create fake accounts, or refer yourself, your employer, an entity you control, or your household.
• Use cookie stuffing, forced clicks, auto-redirects, iframes or hidden pixels to set tracking cookies without a genuine click.
• Use bots, click farms or automated software to generate clicks or signups.
• Interfere with another Partner's tracking, or overwrite their attribution.
• Operate more than one Partner account, or work around a suspension.

9.4 Trade mark and domain abuse

• Typosquat, or register domains containing "Calilio" or a confusingly similar term.
• Create websites, apps or social accounts that could be mistaken for an official Calilio property.
• Alter our logos or brand assets, or use them in a way that breaches our brand guidelines.

9.5 Harmful and unlawful content

• Promote Calilio alongside adult, violent, hateful, discriminatory or illegal content.
• Promote Calilio on sites that infringe copyright or distribute pirated material.
• Distribute malware, adware or browser extensions that inject tracking links.
• Promote Calilio to children, or on sites directed at children.

10. Data protection

10.1 Where you collect personal data through your own promotional activity, including email lists and landing pages, you do so as an independent controller and are responsible for your own compliance.

10.2 You must have a lawful basis for any marketing you send, honour opt-outs promptly, and maintain your own privacy notice.

10.3 Do not pass us personal data about prospects other than through the tracking link, and do not represent that you are collecting data on Calilio's behalf.

11. Trade marks and intellectual property

11.1 We grant you a limited, non-exclusive, revocable, non-transferable licence to use the Calilio name and the brand assets in the PartnerStack portal, solely to promote Calilio under this Agreement.

11.2 That licence gives you no ownership. All rights in the Calilio name, logos and materials remain ours.

11.3 You must not register any domain, social handle, app name or business name containing "Calilio" or a confusingly similar term.

12. Confidentiality

12.1 You may receive non-public information through the Program, including unreleased features, negotiated rates and customer information. Keep it confidential and use it only to perform this Agreement.

12.2 This does not apply to information that is already public through no fault of yours, or that you are legally required to disclose. The obligation continues for three years after this Agreement ends.

13. Independent relationship

13.1 You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. You receive no salary, wage, benefits or employment entitlements of any kind.

13.2 You have no authority to make commitments on Calilio's behalf, to negotiate pricing, to sign anything for us, or to accept payment from a customer for a Calilio subscription.

13.3 If any Calilio web page suggests otherwise, this Agreement governs. Tell us at partners@calilio.com and we will correct the page.

14. Suspension and termination

14.1 Your right to leave. You may leave the Program at any time by written notice to partners@calilio.com. Commission accrued up to that date is paid in the normal cycle. Lifetime commission on your existing Customers stops when you leave.

14.2 Termination without cause. We may end your participation on 30 days written notice. In that case we pay all commission accrued to the end of the notice period, including balances below the threshold in section 5.3.

14.3 Termination or suspension for cause. We may suspend or terminate immediately, without notice, where you:

• breach section 7 on disclosure, section 9 on prohibited promotion, or section 11 on trade marks;
• bid on Brand Keywords contrary to section 9.6;
• engage in fraud, or in any activity that artificially inflates commission;
• give us false information when applying, or operate more than one account;
• act in a way that we reasonably consider damages Calilio's brand, reputation or business; or
• breach any other material term of this Agreement and fail to remedy it within 7 days of our notice.

14.4 What happens to commission on a for-cause termination. We may withhold and void commission arising from fraudulent, non-compliant or improperly attributed referrals, and set off any loss we suffer as a result of your breach. Commission properly earned on genuine, paying Customers, and unaffected by the breach, remains payable.

14.5 We will tell you why. Where we suspend or terminate your account, we will tell you the reason and give you a reasonable opportunity to respond. If you believe we have acted wrongly, email partners@calilio.com and a person will review the decision within 15 business days.

14.6 On termination you must immediately stop using all Calilio trade marks, brand assets and tracking links, and remove them from your channels.

14.7 Survival. Sections 4.5, 6, 10, 11, 12, 15, 16 and 17 survive termination.

15. Changes to this Agreement

15.1 We may change this Agreement, including commission rates, payment terms and program rules. The current version is always published with a version number and date.

15.2 Notice. We give active Partners at least 30 days written notice by email of any material change, including any change to the commission rate.

15.3 Existing referrals are protected. A change to the commission rate applies only to Qualified Referrals generated after the change takes effect. The rate on Customers you have already referred stays as it was when you referred them. This is what makes the Lifetime Commission meaningful.

15.4 If you do not accept a change, you may leave the Program before it takes effect under section 14.1. Continued participation after the notice period is acceptance.

16. Disclaimer and limitation of liability

16.1 The Program is provided as it is. We do not guarantee any level of traffic, conversion, earnings, or that the Program will continue indefinitely.

16.2 To the fullest extent permitted by law, and subject to section 16.4, we are not liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising from the Program.

16.3 Our total aggregate liability under this Agreement is limited to the total commissions paid to you in the six months before the event giving rise to the liability.

16.4 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

16.5 Indemnity. You will indemnify us against claims, losses and reasonable costs arising from your promotional activity, your breach of this Agreement, or your failure to comply with disclosure or data protection law.

17. General

17.1 Governing law. This Agreement is governed by the laws of Singapore, and the courts of Singapore have exclusive jurisdiction over any dispute.

17.2 Disputes. Please raise any dispute with us first at partners@calilio.com. We will try in good faith to resolve it within 30 days before either party begins proceedings.

17.3 Assignment. You may not assign this Agreement or your Partner account without our written consent. We may assign it as part of a merger, acquisition or sale of assets.

17.4 Entire agreement. This Agreement, together with the Program materials it refers to, is the entire agreement between us on the Program, and replaces any earlier version. Statements on Calilio marketing pages, including any description of commission, discounts, payments or benefits, do not form part of this Agreement and do not create rights.

17.5 Severance. If any provision is unenforceable, the rest continues in force.

17.6 No waiver. A failure to enforce a provision is not a waiver of it.

18. Contact