Partner Terms

These terms govern participation in ZEROvia's partner programme: admission, partner licence, work for clients, discount code and revenue share.

1. Scope and order of precedence

1.1 These Partner Terms apply to all companies and organisations that take part in ZEROvia's partner programme (“Partner”), and to all persons who use the platform zerovia.app on behalf of a Partner.

1.2 The Terms of Use also apply and, insofar as the Partner purchases paid services, the Subscription Terms, in each case in their current version.

1.3 In the event of conflict, the following order of precedence applies: (1) individual written agreements between ZEROvia and the Partner, (2) these Partner Terms, (3) the Subscription Terms, (4) the Terms of Use.

1.4 The partner programme is aimed exclusively at companies and organisations, not at consumers.

1.5 The Partner expressly accepts these Partner Terms when applying for the partner programme. ZEROvia stores the accepted version and the time of consent.

2. Definitions

2.1 In these Partner Terms:

• Partner: a consultancy, an association or another organisation that ZEROvia has admitted to the partner programme and that supports companies on sustainability, climate, procurement or supply chain topics.
• Partner account: the Partner's own company account on zerovia.app.
• Client: a company with its own account on zerovia.app that is supported by the Partner and has granted the Partner access for this purpose.
• Active client: a client with a current paid plan. This excludes the “Free” plan and test access from data campaigns.
• Partner licence: the free “ESG Partner Service” plan for the Partner account under clause 4.
• Discount code: the Partner's personal code that new customers can enter when registering (clause 6).

2.2 Recipients of ESG data under clause 5 of the Terms of Use, such as banks, insurers, large customers or validation partners, are not Partners within the meaning of these Partner Terms.

3. Admission to the partner programme

3.1 Admission is by application: via “Become a partner” in the app, via the public application page or via an invitation link from ZEROvia.

3.2 Requirements are a professional activity in consulting, auditing or training, or as an association, in the fields of sustainability, climate, procurement or supply chain; a business e-mail address with its own domain; and truthful information.

3.3 ZEROvia reviews each application, usually within two working days. For invitation links, admission may take place automatically; ZEROvia may review and revoke it afterwards. There is no entitlement to admission. ZEROvia may reject applications without giving reasons, in particular from providers of competing software.

3.4 Upon admission, the account becomes a Partner account. The Partner receives the partner licence (clause 4), its discount code (clause 6) and the “Clients” area in the app.

3.5 The Partner is an independent contracting party. It does not act as an agent, employee or reseller of ZEROvia and cannot bind ZEROvia.

4. Partner licence (for demonstration and training only)

4.1 For the duration of participation, ZEROvia makes the “ESG Partner Service” plan available to the Partner account free of charge. Its functional scope corresponds to the “Climate & Compliance Basis” plan. Changes to the scope are governed by clause 12.

4.2 The partner licence may be used only for the following purposes:

1. demonstrations to prospects and clients;
2. training and onboarding of the Partner's own staff;
3. getting to know and testing the platform;
4. the sustainability data of the Partner's own company.

4.3 In particular, the following is not permitted:

1. performing services for clients or other third parties within the Partner account, for example creating their carbon footprint, self-assessment, report or supplier assessment in the Partner account;
2. recording real data of clients or prospects in the Partner account; for demonstrations, the Partner uses data of its own company or sample data;
3. making results from the Partner account available to third parties, except for demonstrations;
4. selling, renting out or otherwise making the partner licence available to third parties for use.

4.4 The Partner provides services for clients exclusively within the client's account (clause 5).

4.5 The partner licence runs for 12 months from admission to the partner programme. It renews for a further 12 months each time if, at the time of renewal, the Partner supports at least one active client. Otherwise, the Partner account reverts to the “Free” plan; participation in the partner programme and access to clients remain in place. ZEROvia will inform the Partner before expiry.

4.6 The fair-use limits of the plan for the AI functions apply, as shown in the app under “AI usage”. Additional AI quota cannot be booked for the partner licence.

4.7 ZEROvia may check use of the partner licence on the basis of the platform's usage data, for example the number of companies, sites or suppliers recorded, or AI usage. In the event of a breach of clause 4.3, ZEROvia may restrict or withdraw the partner licence and require the Partner to take out a paid plan for the affected use.

4.8 The partner licence is free of charge. There is no entitlement to specific functions, availability or support beyond what ZEROvia offers all customers.

5. Work for clients

5.1 Each client has its own account on zerovia.app and concludes its contract directly with ZEROvia. It remains the owner of its account and its data.

5.2 The Partner receives access to a client account only with the client's consent, by one of the following routes:

1. the client invites the Partner;
2. the client accepts an access request from the Partner;
3. the client registers with the Partner's discount code (clause 6.1);
4. the Partner creates a new client, and an authorised person at the company releases it.

5.3 The Partner creates a new client only with the company's consent and must state the e-mail address of an authorised person. If release is refused or not granted within 14 days, the Partner's access ends.

5.4 The client determines the Partner's role (“Read only”, “Member” or “Admin”) and may change it at any time. Partners never become owners of a client account and have no access to subscription, payments or changes of ownership. Publishing the ESG profile remains reserved to the client.

5.5 All actions by the Partner in the client account are logged and visible to the client.

5.6 An active partner access uses one team seat in the client's plan.

5.7 The client may end the collaboration at any time. Depending on its choice, the Partner keeps read access for 30 days for handover or loses access immediately.

5.8 Services, fees, liability and confidentiality between the Partner and the client are governed by them alone. ZEROvia is not party to that relationship.

5.9 Unless individually agreed, the Partner does not resell ZEROvia plans or services in its own name.

6. Discount code and revenue share

6.1 The Partner receives a personal discount code. If a new company enters the code when registering,

1. it is assigned to the Partner;
2. it receives the discount agreed with the Partner on its first subscription;
3. the Partner is linked as account manager with the role “Member”. The company may change the role at any time or end the link (clause 5).

6.2 The code can be entered only at registration. A later entry is not provided for. Exceptions are at ZEROvia's discretion and do not apply retroactively.

6.3 For each customer referred via its discount code, the Partner receives a revenue share on that customer's payments to ZEROvia. ZEROvia and the Partner agree the discount, rate and duration of the revenue share individually. The terms in force at the time of the customer's first payment are binding; they apply unchanged to that customer until the end of the agreed term. Clauses 6.4 to 6.8 apply unless otherwise agreed.

6.4 The basis is the customer's subscription payments actually received by ZEROvia, excluding VAT and after deduction of discounts, credits and refunds. One-off services and additional AI quota do not qualify for the revenue share.

6.5 The revenue share depends on the referred subscription, not on access. If the customer ends the Partner's support, the revenue share continues.

6.6 ZEROvia prepares a statement quarterly. Payout is made within 30 days of receipt of the Partner's invoice, once the amount reaches CHF 100; smaller amounts are carried forward. VAT treatment depends on whether the Partner is liable for VAT.

6.7 If ZEROvia refunds payments to a referred customer, any revenue share already paid out on them is offset against the next statement.

6.8 No entitlement to a revenue share exists for the Partner's own company or for companies affiliated with it, or in cases of misuse of the code, for example on voucher or discount portals.

7. Partner obligations

7.1 The Partner advises its clients carefully and to the best of its knowledge.

7.2 It makes no commitments on behalf of ZEROvia regarding functions, prices, availability or results that ZEROvia has not published.

7.3 It presents ESG profiles accurately. It does not describe a self-assessed profile as verified or validated, and does not take part in misleading environmental claims.

7.4 It protects its access credentials, ensures that each person uses their own account, and promptly removes access for staff who leave.

7.5 It does not extract data from the platform automatically, does not reverse engineer, does not circumvent plan or fair-use limits, and does not use the platform to build a competing offer.

7.6 It complies with applicable law, in particular data protection, unfair competition law and its professional obligations.

8. Data protection and confidentiality

8.1 The privacy policy of ZEROvia applies to the Partner account and to the personal data of the Partner's users.

8.2 ZEROvia processes data in the client account on the client's behalf in accordance with the data processing agreement. The Partner accesses it on behalf of and under the instructions of the client. The Partner and the client themselves govern the Partner's data protection role, with their own data processing agreement if needed.

8.3 The Partner uses a client's data only for that client's engagement. It does not pass it on to third parties and does not use it for other clients or its own purposes, for example for comparisons or benchmarks, unless the client has consented.

8.4 After access ends, the Partner deletes exported client data, unless a statutory retention obligation or an agreement with the client prevents this.

8.5 ZEROvia shows the client the Partner's company, contact person, e-mail address, domain and role, as well as the start of the connection.

8.6 The Partner keeps ZEROvia's non-public information confidential, for example development plans, unpublished prices or individual terms, including after participation ends.

9. Trademarks and communication

9.1 For the duration of participation, the Partner may use ZEROvia's name and logo in accordance with ZEROvia's brand guidelines to indicate the partnership. The right is non-exclusive and non-transferable.

9.2 The designation “Partner of ZEROvia” is permitted. Designations that imply certification, accreditation, exclusivity or verification by ZEROvia are not permitted, nor is the use of ZEROvia's brands in domains, company names, social media accounts or as a search term in search engine advertising.

9.3 ZEROvia may name the Partner, with name and logo, as a partner, for example on zerovia.ch. The Partner may object to this at any time.

9.4 After participation ends, the Partner removes references to the partnership within 30 days.

10. Liability

10.1 Within the partner programme and the free partner licence, ZEROvia is liable only for intent and gross negligence. Otherwise, the liability provisions of the Terms of Use apply.

10.2 ZEROvia is not liable for the Partner's consulting services or for its actions in client accounts.

10.3 The Partner is liable for its staff and other persons it engages. It indemnifies ZEROvia against third-party claims, in particular from clients, arising from a culpable breach of these Partner Terms by the Partner.

11. Term and termination

11.1 Participation is for an indefinite period. Either party may terminate it with 30 days' notice to the end of a month; an e-mail is sufficient.

11.2 ZEROvia may suspend or end participation with immediate effect, in particular in the event of a serious or repeated breach of clause 4.3, 7 or 8, or of false information in the application.

11.3 When participation ends:

1. the Partner account becomes an ordinary company account, the partner licence ends, and the account reverts to the “Free” plan;
2. the discount code is deactivated;
3. access to client accounts ends; in the case of termination under clause 11.1, the Partner keeps read access for 30 days for handover;
4. subscriptions and client data remain unaffected; clients may engage another Partner.

11.4 A revenue share remains payable for payments received by ZEROvia until the end of participation. In the event of termination under clause 11.2, the entitlement to revenue shares not yet paid out that relate to the breach lapses.

11.5 Clauses 8, 10 and 13 continue to apply after participation ends.

12. Changes

12.1 ZEROvia may amend these Partner Terms. ZEROvia will announce changes by e-mail or in the app at least 30 days before they take effect.

12.2 The Partner reconfirms material changes in the app. If the Partner does not agree, it may terminate participation with effect from the date the change takes effect.

12.3 Amended individual terms apply, unless otherwise agreed, only to customers who make their first payment after that.

13. Governing law and place of jurisdiction

13.1 Swiss law applies exclusively.

13.2 The exclusive place of jurisdiction is Chur (GR).

13.3 If any provision of these Partner Terms is invalid, the remaining provisions remain valid.