Partner program / legal schedule
Vora Partner Program Terms
Version: 2.0 Status: Operational schedule to the Vora Partner Referral Agreement Published at: voiceofthenewera.com
These Vora Partner Program Terms (the "Program Terms") set out the operational mechanics of the Vora partner referral program (the "Program") operated by Vora S.r.l., a single-member limited-liability company (societa a responsabilita limitata a socio unico) organised under Italian law, with registered office at Viale Certosa 218, 20156 Milan (MI), Italy, VAT number and Tax Code IT14762180967 ("Vora" or the "Company").
Relationship to the Agreement
These Program Terms are the operational schedule referred to in Recital (B) and throughout the Vora Partner Referral Agreement (the "Agreement"). The Agreement is the binding legal contract between Vora and each partner (the "Partner"); it incorporates these Program Terms by reference.
These Program Terms are subordinate to the Agreement. In case of any conflict or inconsistency between these Program Terms and the Agreement, the Agreement prevails. Nothing in these Program Terms creates rights or obligations beyond, or in derogation from, the Agreement. Capitalised terms used but not defined here have the meaning given in the Agreement.
These Program Terms are operational and may be updated by Vora from time to time on a prospective basis, as described in Section 11. The Program Terms in force at the time each commissionable payment is processed govern that payment.
The Plans referenced throughout are the Vora subscription tiers: Starter (free), Growth (EUR 99/month), Pro (EUR 349/month) and Enterprise (custom), as described at voiceofthenewera.com. Only paid Plans (Growth, Pro, Enterprise) generate commission.
1. Eligibility and onboarding
1.1 Who may apply. The Program is open to audience-owners, creators, communities, consultancies and agencies that wish to refer the Platform to their own audience, clients and prospects. The Partner may be established in any jurisdiction, subject to Section 9 and to the sanctions representations of the Agreement. The Partner refers only; it does not resell the Platform under these Program Terms (a large agency that wishes to resell may instead enter a separate Reseller Agreement, see Section 13).
1.2 Self-serve onboarding. Onboarding is completed through the self-serve flow at voiceofthenewera.com/partner/. The applicant supplies its legal and billing details and concludes the Agreement by Advanced Electronic Signature (email one-time passcode, hand-drawn signature, tamper-evident audit trail and immutable archiving of the signed PDF and its SHA-256 hash), as set out in Article 12 of the Agreement.
1.3 Activation. A Partner becomes active when Vora approves the application and provisions the partner account in the partner portal. Vora may decline or defer any application at its discretion. There is no capacity cap or waitlist: admission does not depend on the availability of a territory slot.
1.4 Accurate information. The Partner must keep its onboarding, billing and tax details accurate and current at all times. Vora's records reflect the details on file at the time of each action.
2. No exclusive or assigned territory
2.1 No territory, no exclusivity. No territory is assigned or reserved to any Partner, and no exclusivity of any kind is granted. Vora may sell the Platform directly, and may admit any number of other partners, anywhere, with no limit and at any time. This Section operationalises Articles 1.3 and 1.5 of the Agreement.
2.2 Optional non-binding status and soft focus region. Vora may record for a Partner a non-binding "Founding / Preferred Partner" status and a soft focus region (an indicative region recorded for convenience). Such status and focus region are recognitions only and create no exclusivity, no protected zone, no priority right, no reserved slot and no commercial-agency territory right.
2.3 No capacity, no waitlist. There is no capacity cap, no per-country cap and no waitlist operating as a reserved-slot or capacity-release mechanic. Admission does not depend on the availability of a slot, and termination of one Partner does not free a slot for another.
3. Referral attribution
3.1 How a customer is attributed. A customer is attributed to the Partner when the customer subscribes to a paid Plan having reached the Platform through the Partner's referral link or referral code, in accordance with the Platform's tracking. Attribution is the basis on which commission accrues (Section 4).
3.2 Attribution lock and 90-day re-subscription window. Once a referred customer is attributed to the Partner, that attribution is locked. If the customer churns (cancels its paid subscription) and re-subscribes within ninety (90) days, attribution to the original Partner holds and commission resumes accruing. If the gap between the end of the paid subscription and a new subscription exceeds ninety (90) days, attribution is permanently severed: a later subscription is not attributed to the Partner, even if the same customer returns.
3.3 No self-referral or abuse. Self-referral, attribution manipulation, incentive abuse and similar practices are prohibited and may lead to voided commission, suspension or termination under Section 10 and Article 4 of the Agreement.
3.4 Records. Vora's system records of referrals and attribution are the primary evidence of attribution, absent manifest error (Article 2.6 of the Agreement).
4. Commission
4.1 Commission base
4.1 The Partner earns a success fee on the net subscription revenue of paying customers the Partner validly refers, as consideration for the completed introduction (Recital (C-bis) and Article 2 of the Agreement). "Net subscription revenue" means the amount actually invoiced and collected by Vora for the subscription, excluding VAT and any other transaction taxes, and net of any discount actually applied (including the first-year discount in Section 5). The success fee applies only to paid Plans (Growth, Pro, Enterprise).
4.2 Form of the success fee - foreign vs Italian partners. Consistent with Article 2.2 of the Agreement:
(a) Foreign (non-Italian) partners. The success fee is recurring: it accrues for the duration of the referred customer's continuous paid subscription, subject to the attribution rules of Section 3 (including the attribution lock and the 90-day re-subscription window), and is recalculated on each successful payment. Each instalment is a deferred component of the single success fee for the completed introduction, not a payment for ongoing activity.
(b) Italian partners. The success fee is a one-time fee payable per validly referred customer that subscribes to a paid Plan (a provvigione una tantum for an occasional procacciatore / segnalatore introduction). It is payable once the referred customer's first qualifying payment is processed and is not recurring. No lifetime or recurring stream accrues to an Italian Partner.
Under either limb, no success fee accrues on the free Starter Plan, on unpaid or uncollected invoices, on refunded amounts, or on amounts clawed back under Section 6.
4.2 Commission rate
4.3 Referral partners earn a flat success-fee rate of 30% of net subscription revenue. For foreign partners this rate applies to each recurring instalment for the life of the referred customer's continuous paid subscription; for Italian partners it applies to the one-time fee per referred customer (Section 4.2(b)). This single rate applies throughout the relationship; there is no tier-based reduction or quarterly recalculation.
4.4 Vora may agree a different rate or fee form with a Partner only in a written, signed amendment to the Agreement. Any separate individual-affiliate program Vora may operate from time to time (with its own tiered rates) is not part of these Program Terms and does not apply to referral partners.
4.3 Ancillary services stay the Partner's
4.5 The Partner's own ancillary services to its clients (for example website build, PR, communications, creative, strategy and consulting) remain 100% the Partner's. Vora claims no commission, fee or share on the Partner's own service revenue. Commission under this Section concerns only Vora subscription revenue (Article 2.4 of the Agreement).
5. Customer first-year discount
5.1 What it is. When a customer subscribes through the Partner's referral link or code, the customer may receive a 10% discount, applied once, at checkout, on annual plans only (implemented as a Stripe coupon of duration "once").
5.2 Customer-facing, not deducted from commission. The discount is a customer-facing incentive. It is not deducted from the Partner's commission as a separate charge; however, because commission is calculated on net subscription revenue (Section 4.1), commission on the first annual payment is calculated on the discounted (post-coupon) amount actually collected.
5.3 Scope and limits. The discount applies only to the eligible annual plan, only at the first checkout, and only where the Partner's referral link or code is used. It does not stack with other discounts unless Vora states otherwise, and Vora may adjust or withdraw the discount prospectively under Section 11.
6. Early-churn clawback
6.1 90-day clawback. If a referred customer cancels, charges back or fails to pay within ninety (90) days of its first paid subscription payment, the related commission is subject to clawback: unpaid commission is voided, and any already-paid commission is set off against the Partner's next payouts. Where future payouts are insufficient, the Partner repays the amount on Vora's written request.
6.2 Recovery, not penalty. This is an express right of recovery, not a penalty (Article 2.3 of the Agreement). Vora may set off clawbacks, overpayments and amounts owed by the Partner against any commission payable (Article 2.6 of the Agreement).
6.3 Interaction with attribution. A clawback under this Section is distinct from the attribution rules of Section 3: a customer may re-subscribe within the 90-day window (attribution holds) yet still trigger a clawback if the original first payment failed within its own 90-day window.
7. Payouts and billing
7.1 Request-based payout. The Partner requests payout of its approved commissions from the partner portal. Vora reviews the request and processes approved amounts. Only commission that has been approved (and is not subject to pending clawback) is payable.
7.2 Minimum threshold, schedule and FX. Minimum payout thresholds, the payout schedule and any foreign-exchange handling are as Vora publishes from time to time in the partner portal or these Program Terms. Settlement is normally in EUR; where a payout is made in another currency, conversion and transfer fees may be borne by the Partner as Vora publishes.
7.3 International billing profile. Payouts are made to the Partner's billing profile, which may carry the Partner's tax identifier and a payout method (IBAN bank transfer, PayPal or Wise). The Partner is responsible for keeping its billing profile accurate.
7.4 The Partner's own taxes and invoicing. Commission is paid against a valid invoice issued by the Partner to Vora in accordance with the law of the Partner's place of establishment. The Partner is solely responsible for its own taxes, social contributions, registrations and electronic-invoicing obligations (Article 2.5 of the Agreement). For Partners established in Italy, the Italian e-invoicing regime applies; Partners established elsewhere invoice under their local rules using their stated tax identifier. Vora applies VAT and withholding only as required by applicable law.
8. Team seats
8.1 Adding seats. An agency Partner may add team members ("seats") to its partner portal, so that several people can operate the partner account.
8.2 Owner remains responsible. The agency owner remains responsible for all activity carried out under its account by any seat, and for all payouts. Adding seats does not create any direct relationship between Vora and the seat holders, and does not relieve the Partner of any obligation under the Agreement or these Program Terms.
8.3 Access control. The Partner is responsible for granting, managing and revoking seat access, and for the confidentiality of credentials.
9. Conduct and Excellence Guidelines
9.1 Truthful representation. The Partner shall represent Vora and the Platform truthfully and only on the basis of official Vora materials. The Partner shall not make guarantees, performance claims, pricing or roadmap commitments that Vora has not authorised in writing.
9.2 No spam, no misleading claims. The Partner shall not engage in spam, unsolicited bulk messaging, misleading, aggressive or comparative practices contrary to applicable consumer-protection, advertising and e-marketing law.
9.3 GDPR and own consents. The Partner shall comply with Regulation (EU) 2016/679 ("GDPR") and applicable data-protection law, and shall obtain its own valid legal bases and consents for any marketing it carries out. The Partner shall not represent that Vora is the promoter, sponsor or organiser of any initiative run by or for the Partner's clients.
9.4 Brand guidelines. The Partner shall use the "Vora" name and logo only to promote the Platform, strictly per Vora's brand guidelines and the limited trademark licence in Article 3.4 of the Agreement.
9.5 Excellence Guidelines (non-binding). Vora publishes non-binding best-practice guidelines on quality, responsiveness and client care (the "Excellence Guidelines") which the Partner may follow. They create no obligation on the Partner and impose no duty of activity, cooperation or verification; their non-observance is not a breach and is not a ground for suspension or termination (Article 3.3 of the Agreement). Inactivity by the Partner is likewise not a breach.
9.6 Consequences. Breach of the binding conduct obligations in Sections 9.1 to 9.4, fraud, self-referral, incentive abuse, misleading promotion, or breach of law may lead, after notice and any applicable cure period where the breach is curable, to suspension or termination (Section 10 and Article 4 of the Agreement). Neither non-observance of the Excellence Guidelines nor any level of inactivity is such a ground.
10. Suspension and termination
10.1 These Program Terms do not alter the suspension and termination regime of the Agreement; they describe its operational effect. Article 4 of the Agreement governs and prevails.
10.2 Suspension. Vora may immediately suspend the Partner's referral activity, Program access and/or commission accrual in the circumstances set out in Article 4.3 of the Agreement, namely suspected fraud, self-referral, incentive abuse or misleading promotion, or where required by law. Non-observance of the non-binding Excellence Guidelines and inactivity are not grounds for suspension.
10.3 Termination. Either Party may terminate for convenience on thirty (30) days' notice (Article 4.2 of the Agreement). Vora may terminate for cause with immediate effect under Article 4.4 of the Agreement. Commission validly accrued on payments collected before the effective termination date remains payable, subject to the clawback in Section 6.
10.4 Effect on the referral link/code. On termination for any reason, the Partner's referral link and code are deactivated and no further referrals accrue (Article 4.5 of the Agreement). There is no territory and no performance duty, so termination gives rise to no reversion, compensation, indemnity or damages, without prejudice to commission validly accrued before termination.
11. Changes to these Program Terms
11.1 Vora may update these Program Terms from time to time, on a prospective basis, by publishing the updated version at voiceofthenewera.com and, where appropriate, notifying Partners through the partner portal or the email on file.
11.2 The Program Terms in force at the time each commissionable payment is processed govern that payment. Changes do not retroactively reduce commission already accrued and approved on payments collected before the change takes effect.
11.3 These Program Terms remain at all times subordinate to the Agreement; an update to the Program Terms cannot expand or override the Agreement, and in case of conflict the Agreement prevails (Recital (B) and Article 10.1 of the Agreement).
12. Reseller option (separate agreement)
12.1 These Program Terms and the Agreement govern referral only: the Partner introduces customers and Vora contracts with and invoices each customer directly. A large agency that wishes instead to buy and resell the Platform to its own customers in its own name, on its own account and at its own price may, by separate negotiation, enter a separate Reseller Agreement. That is a different relationship with different parties, money flow, tax treatment and data-protection roles (the reseller invoices its own customers and is the controller of their personal data, with a GDPR Article 28 data-processing arrangement with Vora), and it must respect competition-law limits on resale pricing and territory. Reseller terms are not part of these referral Program Terms and are not folded into them.
12.2 The Reseller Agreement is a planned follow-up document and is not yet published. An agency interested in the reseller route should contact Vora at the address in Section 13.
13. Contact
For Program questions, onboarding, the reseller option, attribution or payout queries, contact: partners@voiceofthenewera.com.
Vora S.r.l. - Viale Certosa 218, 20156 Milan (MI), Italy - VAT: IT14762180967 - partners@voiceofthenewera.com
Operational schedule to the Vora Partner Referral Agreement (docs/legal/partner-agreement.md). The Agreement prevails in case of conflict. Source document in markdown: docs/legal/partner-program-terms.md (v2.0).