شروط الشركاء

These Partner Terms (the "Terms") are the agreement between Respiresoft LLC ("DineHarbor", "we", "us") and the person or business that joins the DineHarbor partner programme ("you"). By applying, or by using your partner link or code, you accept them. They sit alongside the DineHarbor Terms of Service and Privacy Policy. Version 2026-10-05.

1. What the programme is

You introduce restaurants to DineHarbor. A restaurant that signs up through you gets the discount in the programme terms, and you earn a commission on what that restaurant actually pays us, for the period the programme terms set. Nothing else is promised: we do not guarantee that any restaurant will sign up or pay, or that you will earn any amount.

2. Joining and approval

• You apply through the partner portal. We may approve, decline or ask for more information, and we do not have to give reasons, although we will when we can.
• You must be at least 18 and, if you apply for a business, authorised to bind it. What you tell us must be true and kept up to date.
• You are an independent contractor. You are not our employee, agent, partner or franchisee, and you cannot make promises or sign anything on our behalf.
• The programme is not exclusive. You are free to promote other products, and we are free to run other programmes and to sell directly.
• One person or business should hold one partner account. A person who also runs a restaurant on DineHarbor keeps a separate partner account.

3. Your link, your code and attribution

• Once approved you get a referral link, a short link, a QR code and a code. The portal shows them.
• A restaurant is credited to you when it signs up through your link or enters your code within the attribution window shown in the programme terms. The first partner to introduce a restaurant wins ("first touch"). Later clicks or codes from other partners do not move it.
• A restaurant has one partner for ever. The attribution is locked when it signs up. Only we can change it, and only to correct a mistake or deal with abuse; any change is recorded.
• A restaurant may still enter a partner code shortly after signing up if it has never paid an invoice. Where a partner's promotion code is entered at checkout and the restaurant has no partner yet, that partner is credited.
• The code is kept for the visit. A longer-lived cookie is set only if the visitor asks us to keep the offer. We decide in good faith whether a referral qualifies; our records are final unless clearly wrong.

4. Commission

• The commission rate, how long it lasts, the restaurant discount and the other numbers are the programme terms shown in your portal. They are not repeated here so that they cannot disagree.
• The terms in force on the day a referral is made apply to that referral for its whole commission period. A later change to the programme, or to your own terms, applies to referrals made after it.
• Commission is calculated on each invoice the restaurant has actually paid, after discounts and excluding VAT and other taxes. There is no commission on a free trial, on an unpaid, failed or refunded invoice, or on anything the restaurant has not paid us.
• You earn nothing on a restaurant you own, are employed by, or are connected to in a way that makes the referral your own purchase. We check for this, and a referral that fails the check may be rejected or held.
• If the restaurant changes plan, adds or removes locations or cancels, commission follows what it pays; commission stops when it stops paying or when the commission period ends.

5. Holding period

Commission is held for the number of days in the programme terms after the restaurant pays. This covers refunds and chargebacks. When the holding period ends and the referral has no open review, the commission is approved and becomes payable in the next payout run. We may keep commission on hold while we review a referral we reasonably suspect breaks these Terms.

6. Refunds, chargebacks and clawback

• If a payment is refunded or disputed, the matching commission is reversed by a negative entry on your statement. If a dispute is later won, it is reinstated.
• If the reversal relates to commission we have already paid you, or your balance is otherwise negative, the negative amount is carried forward and deducted from what you earn next. If you have no further commission to set it against, we may ask you to repay it.
• Entries on your statement are never edited or deleted. A correction is a new entry with a reason.

7. Payouts, details and taxes

• We prepare payouts monthly. A payout is made when your approved balance (after any reversals) reaches the minimum in the programme terms and your payout details are complete. A balance below the minimum carries forward.
• Payouts are sent by a person, by the methods the portal offers (currently bank transfer, Wise or PayPal), in the currency the commission was earned in. We record the reference in your portal.
• You are responsible for correct payout details. If a payout fails because they are wrong, the money stays on your balance and we will try again once you fix them. Fees charged by your bank or provider are yours.
• You are responsible for your own taxes on what you earn. Commission is shown excluding any VAT. If you are VAT-registered, tell us your VAT number and we will treat commission as a supply from you to us as the law requires. Where we both agree in writing, and the law allows it, we may issue self-billed invoices on your behalf (in the UK, under HMRC's self-billing rules) and you agree not to issue your own invoice for the same commission.
• We may ask for tax information (for example a W-9 or W-8BEN) and for details to confirm who you are. We may withhold tax where the law requires it, and we may withhold payment until you provide what we ask for.
• We do not pay people or businesses in countries or on lists where the law forbids us to, and we may screen payees against sanctions lists.

8. What you must not do

• Self-referral. Do not refer a restaurant you own or work for, or create or use accounts to earn commission on your own purchases or those of people acting for you.
• Brand bidding and look-alikes. Do not bid on "DineHarbor" or its misspellings in paid search, or register domains, social handles or app names that include or resemble our brand or could be mistaken for us.
• Coupon and deal sites. Do not publish your code or link on coupon, voucher, deal or cashback sites, or hand it out to people you have not introduced yourself.
• Spam. Do not send unsolicited bulk email, messages or calls, or use lists you do not have permission to use.
• Tracking tricks. No cookie stuffing, hidden or invisible frames, forced or automatic clicks, misleading redirects or software that sets or overwrites referral information.
• Misleading claims. Do not say anything about DineHarbor, its prices, features or integrations that is not true, make up reviews or customers, or imply that you are DineHarbor or that we endorse you.
• Fake or incentivised sign-ups. Do not create sign-ups that are not real restaurants, or pay or reward people to sign up or pay without telling us first.
• Do not break the law in promoting DineHarbor.

9. Telling people you earn a commission

Wherever you share your link or code, say clearly and before the link that you earn a commission, in words people will notice, for example "#ad" or "I earn a commission if you sign up". A bare "affiliate link" label, or one hidden in a footer or a long list of tags, is not enough. This is required by advertising rules such as the US FTC Endorsement Guides and the UK ASA and CAP codes, which can also hold us responsible for what you say. Your own country's rules apply too. We may ask you to change or remove anything we reasonably think is misleading or undisclosed, and you will do so promptly.

10. Using our name and materials

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the DineHarbor name, logo and the partner materials we provide in the portal, only to promote the programme and only as supplied. Do not change them or use them in a way that suggests we endorse you beyond being a partner. Everything else stays ours. We may withdraw materials or the licence at any time, and the licence ends when your account does.

11. Data protection

• We use what you give us (name, contact, payout and tax details) to run the programme and pay you, as described in our Privacy Policy. Payout and tax details are stored encrypted.
• We show you only what you need: each referral as the restaurant's name, a status, dates and your commission. We never give you a restaurant's contact details, staff, orders or revenue, and you must not try to get them.
• We record visits on partner links without personal data and may use hashed technical signals (for example to spot repeated sign-ups) to protect the programme.
• When you contact people to promote DineHarbor, you are an independent controller of their data and responsible for doing so lawfully, including consent and marketing rules such as the GDPR, UK GDPR and PECR, and CAN-SPAM. We are not a joint controller of those lists and do not receive them.

12. Confidentiality

Keep your portal sign-in private. Keep confidential anything we tell you that is not public, such as individual programme terms agreed with you or fraud checks we use.

13. Suspension and ending the agreement

• You may stop at any time by telling us. We may end your participation by notice, or close the programme, at any time.
• We may suspend your account immediately if we reasonably suspect a breach of these Terms, fraud or harm to our brand or customers. While suspended, your links and code do not credit new restaurants and no payouts are made.
• If we end your participation without breach on your part, commission already earned and approved is paid as set out above, and we will arrange payment of small balances on request. We do not owe commission on invoices paid after the end date unless we say so in writing.
• If you breach these Terms seriously, or commit or take part in fraud, we may close your account, void commission that has not been paid and recover commission that has, to the extent the law allows.
• Sections that by their nature should survive (including clawback, taxes, data protection, liability and governing law) do.

14. Changes to these Terms and to the programme

These Terms are versioned: the version is at the top of this page and in your portal, and you accept a version when you apply. We may change the Terms or the programme terms. For a change that reduces what you can earn on future referrals or adds a duty, we will give you at least 30 days' notice by email and in the portal; you may stop before it applies. Other changes (for example clarifications, new payout methods or changes the law requires) apply when published. A change never reduces the terms that already apply to a referral that was made before it.

15. Liability

Nothing here limits liability that cannot be limited by law, such as for fraud or for death or personal injury caused by negligence. Subject to that, we provide the programme and the portal as they are; we do not guarantee they are always available or error-free; and we are not liable for loss of profit, income or opportunity or for indirect or consequential loss. Our total liability to you under these Terms is limited to the commission we owed you, or paid you, in the 12 months before the claim. You are responsible for what you say and do in promoting DineHarbor, and you will compensate us for loss we suffer because you broke these Terms or the law.

16. General

• These Terms, the programme terms in your portal, the Terms of Service and the Privacy Policy are the whole agreement about the programme. If they conflict about the programme, these Terms and the programme terms come first.
• We may transfer our rights and duties to a successor of the business. You may not transfer yours without our written consent.
• If part of these Terms cannot be enforced, the rest still applies. Not enforcing a right is not giving it up.
• We give notices by email to the address on your account and in the portal. Tell us if your address changes.
• Only you and we have rights under these Terms.

17. Governing law

These Terms are governed by the law that governs the DineHarbor Terms of Service, and disputes are decided by the courts that decide disputes under them. Before starting a claim, please write to us and give us a reasonable chance to put things right.

18. Contact

Respiresoft LLC, 32 N Gould St, Sheridan, WY 82801, United States. Questions about these Terms or the programme: email legal@dineharbor.com or use the partner portal.