1. Definitions In these Terms & Conditions, the following definitions apply:
- Breakout Bandits: Breakout Bandits B.V. and any legal entities directly controlled by it.
- Partner: Any legal entity or individual participating in the Partner Program.
- Affiliate Partner: A Partner who refers prospective customers to Breakout Bandits.
- Sales Partner: A Partner who offers and sells Breakout Bandits services directly to customers.
- Customer: Any end user purchasing services from Breakout Bandits, directly or indirectly via the Partner.
- Agreement: The agreement between Breakout Bandits and the Partner, including these Terms & Conditions.
2. Applicability
2.1 These Terms & Conditions apply to all Agreements between Breakout Bandits and the Partner.
2.2 Any deviations are only valid if agreed upon in writing.
2.3 By registering or participating in the Partner Program, the Partner accepts these Terms & Conditions.
3. Partnership Models
3.1 Affiliate Partner
a. The Affiliate Partner promotes Breakout Bandits and refers potential Customers who engage in a booking via a designated link, code, or other agreed method.
b. Breakout Bandits retains full control over pricing, quotations, contracting, execution, and invoicing.
c. The Affiliate Partner is not authorized to make binding offers or representations on behalf of Breakout Bandits.
3.2 Sales Partner
a. The Sales Partner may offer and sell Breakout Bandits services to Customers in its own name.
b. Breakout Bandits is responsible for the execution of the services.
c. The Sales Partner is responsible for contracting and invoicing the Customer, unless otherwise agreed in writing.
d. The Sales Partner acts as an independent contractor and not as an agent or representative of Breakout Bandits.
4. Pricing and Price Changes
4.1 Breakout Bandits reserves the right to modify its pricing at any time.
4.2 Breakout Bandits will inform the Partner of any price changes in a timely manner.
4.3 Sales Partners are required to implement any updated pricing within fourteen (14) days after notification.
4.4 If a Sales Partner fails to implement such pricing changes within the stated period, Breakout Bandits reserves the right to:
- adjust the applicable margin or commission accordingly; and/or
- deduct any resulting price differences from commissions, invoices, or other amounts payable to the Sales Partner.
4.5 The Partner shall bear full responsibility for any discrepancies caused by delayed implementation of pricing changes.
5. Commission and Payments
5.1 Affiliate Partner
a. Commission is payable only for completed and fully paid bookings.
b. Commission rates are agreed separately in writing.
c. Payments are made monthly, unless otherwise agreed.
d. Breakout Bandits reserves the right to withhold commission in case of fraud, abuse, or breach of these Terms.
e. Breakout Bandits shall apply a self-billing arrangement for Affiliate Partner commissions, whereby Breakout Bandits issues invoices on behalf of the Affiliate Partner.
f. The Affiliate Partner explicitly agrees that:
- Breakout Bandits may issue invoices in the name and on behalf of the Affiliate Partner for commissions due;
- such invoices shall be deemed valid and accepted by the Affiliate Partner unless disputed within fourteen (14) days after receipt;
- the Affiliate Partner remains responsible for the correctness of its invoicing details, including name, address, tax status, and VAT identification number (if applicable).
g. Breakout Bandits shall ensure that self-billing invoices comply with applicable legal and tax requirements, including the inclusion of the statement “Invoice issued by the customer” (or equivalent wording).
h. VAT treatment shall be applied in accordance with applicable laws and regulations, based on the status and location of the Affiliate Partner. The Affiliate Partner shall provide all necessary information to enable correct VAT treatment.
5.2 Sales Partner
a. Breakout Bandits invoices the Sales Partner per booking, based on agreed pricing.
b. Payment terms are stated on the invoice and are binding.
c. Late payments may result in suspension of services and/or statutory interest and collection costs.
6. Booking and Execution
6.1 Breakout Bandits shall perform the services with reasonable care and professionalism.
6.2 Breakout Bandits reserves the right to refuse or cancel bookings.
6.3 Availability for on-site support is subject to prior confirmation.
7. Obligations of the Partner
The Partner shall:
a. Act in good faith and in the best interest of Breakout Bandits;
b. Provide accurate and complete information;
c. Not make misleading or unauthorized claims;
d. Comply with applicable laws;
e. Use materials in accordance with guidelines.
f. Breakout Bandits provides the Partner with marketing materials, including but not limited to texts, images, and links (“Content Kit”). The Partner may use and adapt these materials, provided that the content remains factually accurate and does not misrepresent Breakout Bandits or its services.
g. The Partner shall ensure that all referral links include the correct and assigned Affiliate ID. Only bookings that are properly tracked via the designated Affiliate ID shall qualify for commission.
h. Breakout Bandits shall not be liable for, nor obligated to pay, any commission for Customers who contact Breakout Bandits directly without a valid and traceable Affiliate ID.
i. The Partner is permitted to use the provided materials across its own marketing channels, including but not limited to websites, internal communications, print materials, and external media, provided such use complies with these Terms & Conditions.
8. Intellectual Property
8.1 All intellectual property rights remain with Breakout Bandits.
8.2 The Partner receives a limited, non-exclusive right to use materials for promotional purposes.
8.3 Unauthorized use constitutes a breach.
9. Liability
9.1 Breakout Bandits’ liability is limited to direct damages.
9.2 Breakout Bandits shall not be liable for indirect damages.
9.3 The Partner indemnifies Breakout Bandits against third-party claims arising from the Partner’s actions or omissions.
10. Termination
10.1 The Agreement is entered into for an indefinite period.
10.2 Either party may terminate with written notice.
10.3 Immediate termination is possible in case of breach.
10.4 Outstanding obligations remain due.
11. Confidentiality
11.1 All confidential information must be kept confidential.
11.2 This obligation survives termination.
12. Independent Contractor
The Partner acts as an independent contractor.
13. Amendments
Breakout Bandits may update these Terms. Continued participation implies acceptance.
14. Governing Law
Dutch law applies. Disputes are handled in the Netherlands.