Partner Terms

Provider: Wonderkind Global B.V., a private limited company under the laws of the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 66092302, VAT number NL825299937B01, with registered office at H.J.E. Wenckebachweg 123, 1096 AM Amsterdam, the Netherlands ("Wonderkind", "we", "us", "our"). This Agreement is entered into with an organisation appointed by Wonderkind under Article 4.1 to resell the Services (the "Partner").

1. Definitions

Agreement: the Order, these Terms, the DPA, and the SLA, together. Where they conflict, the Order prevails, then these Terms, then the DPA, then the SLA.

Order: the proposal, order form, insertion order, or in-product order and configuration the Partner accepts (whether signed or confirmed in the Platform) that sets out the term, prices, Partner Pricing Schedule, resale model, and options the Partner has chosen.

Platform: NEXT, Wonderkind's online environment, dashboard, API, AI models, and underlying software, plus all updates.

Services: running job-advertising and employer-branding campaigns through the Platform, including creating content, setting budget, qualifying candidates, delivering them to the Partner's or a Sub-Customer's systems, planning, optimising, and reporting.

Modules: the Platform's functional areas: Attract (AI ad creation and distribution), Qualify (application flows, knock-out questions, lead capture), and Deliver (delivery of candidates and agentic campaign optimisation).

Campaign: an online job-advertising or employer-branding campaign run through the Platform for the Partner or a Sub-Customer.

Content: the job ads, text, images, and other material the Partner or a Sub-Customer provides or approves.

Generated Content: ad creative, copy, or other material produced by the Platform's AI on behalf of the Partner or a Sub-Customer.

Performance Budget: the amount loaded into a Wallet for a Campaign, priced toward a target outcome (CPC, CPL, or CPQA).

Target Cost: the desired cost per delivered outcome, set in the Platform.

Target Number of Outcomes: the number of outcomes implied by the Performance Budget divided by the Target Cost.

Delivered Outcome: a result that draws down a Performance Budget, as defined in Article 9.1.9.

Credits: units consumed when chargeable Platform features are used, purchased in Credit Bundles.

Credit Bundle: a quantity of Credits bought at the price shown in the Platform at the time of purchase, pro-rated under Article 9.2.3.

Wallet: the Partner's pre-funded balance of Performance Budget and Credits shown in the dashboard.

Payment Method: the card, direct debit, or other payment instrument the Partner registers with us or our payment processor.

Auto Top-Up: the optional setting authorising automatic recharges when a Wallet balance falls below a set threshold.

Partner: the organisation that enters into this Agreement and is appointed by Wonderkind under Article 4.1 to resell the Services.

Parties: Wonderkind and the Partner together; each of them a Party.

Sub-Customer: an organisation that receives the Services through the Partner's resale under Article 4, rather than contracting with Wonderkind directly.

Managed Resale: resale in which the Partner sells the Services to a Sub-Customer and operates the Platform itself to deliver them, and the Sub-Customer is not given access to the Platform.

Platform Resale: resale in which the Partner gives a Sub-Customer access to the Platform.

Partner Pricing Schedule: the prices at which the Partner buys Performance Budget and Credit Bundles from Wonderkind for resale, and the resale model or models that apply, as set out in the Order.

Authorized User: an employee or contractor the Partner permits to use the Platform under its account.

Channels: third-party media platforms where Campaigns run (e.g. Meta, Google, LinkedIn, TikTok, job boards).

Candidate Data: data about applicants and candidates collected through the Services.

Personal Data / processing: as defined in the GDPR; governed by the DPA.

DPA: the Data Processing Addendum at www.wonderkind.com/dpa.

SLA: the Service Level Agreement at Annex 1 to these Terms.

In writing: includes email and confirmations made in the Platform, where sender and content can be reasonably verified.

2. Acceptance and electronic agreement

2.1 The Agreement is formed when the Partner first does any of the following, whichever happens earliest: (a) signs or accepts an Order; (b) clicks to accept these Terms in the Platform; or (c) accesses or uses the Platform.

2.2 Both a signed Order and an in-product click-through acceptance are valid and may apply concurrently; where both exist, the signed Order governs on conflict.

2.3 The individual who accepts the Agreement or creates the account warrants that they are authorised to bind the Partner.

2.4 In-product acceptances, authorisations, and confirmations are valid and legally binding, and our records of them are admissible evidence.

2.5 The Agreement may be accepted and signed electronically and in counterparts, with the same legal effect as a handwritten signature.

3. Representations and warranties

3.1 Each Party represents and warrants that it has authority to enter into the Agreement, is not in breach of other obligations, is not subject to proceedings that would materially affect performance, and will comply with applicable law.

3.2 Except as expressly stated, neither Party makes any other warranty, and each disclaims all implied warranties to the fullest extent permitted by law (see Article 14.5).

4. Our Services and the Partner's rights

4.1 We grant the Partner a non-exclusive, non-transferable right to access and use the Platform to: (a) resell the Services to Sub-Customers by Managed Resale or Platform Resale, as set out in the Order and subject to Article 6.5 and, for Platform Resale, subject to Article 4.5(b); and/or (b) use the Services for the Partner's own internal recruitment and employer-branding purposes.

4.2 As reseller, the Partner may access and use the Platform to demonstrate, configure, and manage the Services for Sub-Customers; create and manage Sub-Customer user accounts; run Campaigns on a Sub-Customer's behalf; and monitor performance and spend.

4.3 The Partner's appointment as reseller is non-exclusive. Wonderkind may revoke it on at least 60 days' written notice, or immediately for material breach. The Partner has no exclusivity to sell to any Sub-Customer, territory, or sector. Where the appointment is revoked other than for material breach: the transition process in Article 18.5 applies from the date the revocation takes effect; the Partner may continue to draw down prepaid Performance Budget for existing Sub-Customer Campaigns during that period; and the Partner's rights under Article 4.1(b) continue for the remainder of the term.

4.4 The Partner may not resell, sublicense, or make the Services available to any party that itself intends to resell them. A Sub-Customer may only use the Services for its own internal recruitment and employer-branding purposes.

4.5 Pricing to Sub-Customers.

(a) Managed Resale. The Partner sets its own prices to Sub-Customers. Wonderkind may recommend a mark-up; the recommendation does not bind the Partner.

(b) Platform access. Before giving a Sub-Customer access to the Platform, the Parties will agree in writing that Platform Resale applies and the Partner's mark-up on the Performance Budget price, which may not exceed 50%. The Partner buys the Performance Budget and loads the Sub-Customer's Wallet; Sub-Customers do not purchase in the Platform.

(c) The Partner's pricing and payment terms with its Sub-Customers are otherwise its sole commercial and legal responsibility.

4.6 We may optimise Campaigns to improve performance without seeking prior approval, within the set budget and parameters.

4.7 We provide support to the Partner as described in the SLA. Campaigns typically go live within 24 hours of launch.

5. Accounts and Authorized Users

5.1 Each Authorized User has their own login; logins must not be shared.

5.2 The Partner is responsible for everything done under its account and by its Authorized Users.

5.3 The Partner will promptly disable access for departing Authorized Users and notify us of suspected unauthorised access.

5.4 The Partner creates and manages Sub-Customer accounts as needed under Article 4, and is responsible for activity under them on the same basis as its own Authorized Users.

6. Acceptable use

The Partner will not:

6.1 use the Platform unlawfully or in any way not permitted by this Agreement;

6.2 copy, modify, translate, or create derivative works of the Platform;

6.3 reverse-engineer or attempt to extract the source code or AI models;

6.4 sublicense, rent, or share access to the Platform with any party other than a Sub-Customer onboarded in accordance with Article 4;

6.5 remove or alter any of our (or our licensors') proprietary notices, or represent itself as an agent or employee of Wonderkind or as having authority to bind Wonderkind. In Managed Resale, the Partner sells under its own name and brand and will identify the Services as "by Wonderkind", or by an equivalent notice we approve, in the offering it sells, unless the Order or a separate written agreement states otherwise. In Platform Resale, the Platform is presented to Sub-Customers under Wonderkind's branding and the Partner may not white-label, re-brand, or obscure it. The Partner may only use Wonderkind's tradename, wordmark, logo, or marketing materials with prior written approval; or

6.6 use Wonderkind's confidential information, the Platform, or Wonderkind's intellectual property to develop, or to assist a third party in developing, software or services that compete with the Platform or the Services.

6.7 Pre-existing and independent business. Wonderkind acknowledges that the Partner may already operate, and may continue to operate, a business that competes with the Platform or the Services. Article 6.6 does not restrict the Partner from operating, marketing, continuing, or further developing: (a) any business, product, or service it operated or had in development before the date this Agreement takes effect; or (b) any business, product, or service it develops independently without use of Wonderkind's confidential information, the Platform, or Wonderkind's intellectual property. Article 6.6 survives termination or expiry for 3 (three) years, in line with Article 17.5.

7. The Partner's responsibilities

7.1 Provide accurate, lawful Content, and ensure any Sub-Customer Content does the same.

7.2 Ensure its own and its Sub-Customers' job ads and hiring practices are lawful and non-discriminatory.

7.3 Review Content and Generated Content before it goes live; remain responsible for everything published under its or a Sub-Customer's account.

7.4 Configure knock-out questions and criteria accurately; be responsible for the qualification bar set by itself or a Sub-Customer.

7.5 Use the Services in line with good industry practice and manage its own and its Sub-Customers' Campaigns responsibly.

7.6 Take reasonable API security measures and report incidents promptly.

7.7 Before giving a Sub-Customer access, bind it by contract to obligations at least as protective as Articles 6.1–6.5, 7, and 12; remain responsible for its compliance as if it were the Partner itself, and indemnify Wonderkind on the same basis as Article 16.2 for any breach.

7.8 Promptly suspend a Sub-Customer's access if Wonderkind reasonably believes it is in breach of Article 7.7 or applicable law.

7.9 Provide first-line support to its Sub-Customers, including account, billing, and campaign questions. Wonderkind supports the Partner under the SLA; Sub-Customers have no direct support entitlement from Wonderkind and no right to contact Wonderkind support directly.

8. Channels and third parties

8.1 We run Campaigns as principal, procuring and placing media in our own name and at our own risk.

8.2 Channels set their own non-negotiable terms; the Partner ensures required brand authorisations or ad-account access are provided, by itself or its Sub-Customer.

8.3 We are not responsible for a Channel's acts, omissions, downtime, or third-party content on it.

9. Pricing: what you pay for

The Partner pays for two things only: its Performance Budget and its Credits. There is no plan fee, licence fee, or subscription fee.

9.1 Performance Budget

9.1.1 A Target Cost and total Performance Budget are set per Campaign, defining the Target Number of Outcomes.

9.1.2 We deploy and optimise the Budget across Channels toward that goal.

9.1.3 We act as principal; the Budget is the price for running the Campaign, not a media cost pass-through.

9.1.4 The Budget draws down at the Target Cost per Delivered Outcome; we never overspend it.

9.1.5 A Campaign ends when the Budget is drawn, the outcome target is met, or it is stopped.

9.1.6 Campaigns can be paused or stopped anytime; committed spend before full effect remains billable.

9.1.7 Targets guide optimisation; they are not guaranteed.

9.1.8 Undrawn Budget stays in the Wallet and can be redeployed to any other Campaign at any time. It is not refundable in cash. On termination it remains available during the 30-day period in Article 18.4 and expires thereafter.

9.1.9 An outcome is "delivered", and draws down the Budget, when:

• CPC (cost per click): a click is recorded and counted by the relevant Channel's attribution system. The Channel's count is authoritative.
• CPL (cost per lead): a lead form is submitted by a candidate on the Channel (e.g. a Meta, TikTok, or Google lead-generation form).
• CPQA (cost per qualified applicant): a candidate (i) completes the application flow, (ii) passes all knock-out questions as configured, (iii) meets the job-description criteria as configured, and (iv) is delivered into the relevant ATS. All four conditions must be met.

9.1.10 Outcome disputes must be raised in the Platform or in writing within 10 business days of the relevant dashboard report; we review in good faith and respond within 5 business days.

9.2 Credits

9.2.1 Credits are consumed by chargeable features. The Credit cost of a feature is shown in the Platform before it is activated or run.

9.2.2 Credits are purchased in Credit Bundles at the prices shown in the Platform at the time of purchase, which may change from time to time.

9.2.3 Expiry and pro-rating. Credits are valid for the calendar month in which they are purchased and expire at the end of that month. They do not carry over. Because a Credit Bundle bought during a month can only be used for the remainder of that month, both its price and the quantity of Credits it contains are pro-rated by the number of days remaining in that month, counting the day of purchase, divided by the total number of days in that month. A Bundle bought on 28 October, in a 31-day month, is therefore charged at 4/31 of the Bundle price and contains 4/31 of the Bundle's Credits, rounded up to the nearest whole Credit. Pro-rating applies in the same way to Credit Bundles purchased through Auto Top-Up. The pro-rated price and Credit quantity are shown in the Platform before the purchase is confirmed.

9.2.4 All Credits are non-refundable.

9.3 Self-serve purchases and Auto Top-Up

9.3.1 Performance Budget and Credit Bundles are purchased self-serve in the dashboard by the Partner only, unless the Order provides otherwise; Sub-Customers do not purchase in the Platform. Each purchase is confirmed before it is charged, and a receipt or invoice is issued.

9.3.2 Auto Top-Up authorises recharges once a threshold is reached, until disabled.

9.3.3 Charges are notified; disabling stops future charges only.

9.4 Partner pricing

9.4.1 The Partner buys Performance Budget and Credit Bundles, for its own use and for its Sub-Customers, at the prices in the Partner Pricing Schedule. Those prices are independent of what the Partner charges its Sub-Customers, subject to Article 4.5.

9.4.2 Sub-Customers have no direct payment obligation to Wonderkind.

10. Invoicing, payment, and stored Payment Method

10.1 Performance Budget and Credit Bundles are charged at the time of purchase or Auto Top-Up, unless the Order provides for them to be invoiced.

10.2 Registering a Payment Method authorises charges for Performance Budget, Credit Bundles, and any enabled Auto Top-Up.

10.3 Prices are shown in the currency selected in the Order or dashboard (EUR, GBP, USD, or CHF) and exclude VAT and other applicable taxes, which are added where the law requires. For eligible EU B2B transactions, VAT is accounted for under the reverse-charge mechanism.

10.4 Where the Order provides for an amount to be invoiced rather than charged at the time of purchase, the invoice is due within 14 days of the invoice date unless the Order states otherwise.

10.5 Disputes must be raised in writing within 10 business days of the invoice date; disputed amounts remain payable pending resolution, and we issue a credit note if a dispute is upheld.

10.6 If any amount is not paid by the due date: statutory commercial interest accrues from the due date at the rate under Article 6:119a of the Dutch Civil Code (wettelijke handelsrente), without notice being required; the Partner is liable for all reasonable extrajudicial collection costs under the Dutch Extrajudicial Collection Costs Act (Wet normering buitengerechtelijke incassokosten); and we may suspend Campaigns, Credit-consuming features, and access to the Platform without notice and without liability for the period of suspension.

10.7 The Partner is solely responsible for all fees owed for its Sub-Customers, regardless of whether it has been paid by them.

11. Content, data, and ownership

11.1 The Partner and its Sub-Customers own their Content and data.

11.2 The Partner grants us a licence to use, host, and process Content and data to provide and improve the Services, and to create anonymised, aggregated insights we own.

11.3 Generated Content. Subject to the Partner paying for the Services, including the Credits consumed, the Partner receives a licence to use Generated Content, and may pass it to a Sub-Customer for its own recruitment purposes only; neither may resell it as a standalone product.

11.4 Feedback may be used by us to improve the Services without obligation.

12. Data protection (GDPR)

12.1 Processing of Personal Data is governed by the DPA, accepted alongside these Terms.

12.2 The Partner warrants it has the rights and consents needed for the data it and its Sub-Customers submit.

12.3 The Qualify Module can present privacy notices; the Partner and each Sub-Customer are responsible for their own notices' content and lawful basis.

12.4 Where the Partner acts as controller or processor for a Sub-Customer's data, it will put its own DPA in place naming Wonderkind as sub-processor, and assist with GDPR compliance across the chain.

13. Intellectual property

13.1 Wonderkind owns all IP in the Platform, software, AI models, and templates.

13.2 Nothing transfers those rights to the Partner, which retains its own Content, data, and Generated Content rights under Article 11.3.

14. No guarantees; service availability; disclaimer

14.1 We use commercially reasonable efforts to keep the Platform available, with notice of scheduled maintenance where practicable.

14.2 We do not guarantee any specific volume of impressions, clicks, leads, or hires.

14.3 Target Cost is a goal, not a contractual promise.

14.4 We are not the employer and make no hiring decisions; that responsibility is entirely the Partner's and its Sub-Customers'.

14.5 The Services are provided "as is" to the fullest extent permitted by law.

15. Liability

15.1 Our liability is capped at the lesser of fees paid in the preceding 12 months or €30,000.

15.2 We exclude indirect, consequential, and reputational loss.

15.3 Nothing limits liability that cannot be limited by law.

15.4 Both Parties accept these caps as a fair allocation of risk.

16. Indemnification

16.1 We defend the Partner against any third-party claim that the Platform, as provided by us and used in accordance with this Agreement, infringes an intellectual-property right recognised in the Netherlands, the European Union, the United Kingdom, or the United States, and will pay damages or a settlement finally awarded or agreed. If such a claim arises or appears likely, we may at our option: (a) obtain the right for the Partner to continue using the Platform; (b) modify the Platform so that it no longer infringes; or (c) terminate the affected Services and refund any prepaid, undrawn Performance Budget. This indemnity does not apply to: (i) Content; (ii) Generated Content that has been modified or used off-Platform; (iii) use of the Platform outside the scope of this Agreement; or (iv) claims arising from the Partner's or a Sub-Customer's instructions or specifications. It is capped at Article 15.1 and is our sole liability for IP infringement claims.

16.2 The Partner defends us against claims from its Content, Candidate Data, hiring practices, or breach.

16.3 The Partner also defends us against claims from a Sub-Customer's Content, data, hiring practices, or breach of Article 7.7, as if the Sub-Customer were the Partner.

16.4 The indemnified Party gives prompt notice, cooperation, and control of defence to the indemnifying Party.

17. Confidentiality

17.1 Each Party keeps the other's confidential information private, used only to perform this Agreement.

17.2 Exclusions apply for public, previously known, independently developed, or lawfully received information.

17.3 Legally required disclosure is permitted with advance notice where possible.

17.4 Confidential information is returned or deleted on termination, subject to legal retention.

17.5 This Article survives termination for 3 years.

18. Term and termination

18.1 The Agreement runs for the term set out in the Order, or for 12 months from the Order date if the Order does not state one, and renews automatically for successive periods of the same length unless either Party gives at least 1 month's written notice before the end of the then-current term. The Order may state that it does not renew.

18.2 Either Party may terminate for uncured material breach (30 days) or insolvency.

18.3 We may suspend the Services immediately for reasonably suspected breach.

18.4 On termination, new Sub-Customer onboarding stops immediately; Wallet balance stays usable for 30 days then expires; data may be deleted after 90 days.

18.5 Sub-Customer transition. For 30 days, Wonderkind and the Partner cooperate in good faith so each Sub-Customer can migrate to a direct Order or wind down its Campaigns; conversion to a direct customer is at Wonderkind's discretion.

18.6 Articles 1, 6.6–6.7, 10, 11, 13, 15, 16, 17, and 20.8 survive termination.

19. Changes to these Terms

19.1 We may update these Terms with at least 30 days' notice of material changes.

19.2 Continued use after a change takes effect is acceptance.

19.3 Unaccepted material changes allow termination before they take effect, with a refund of any prepaid, undrawn Performance Budget.

20. General

20.1 Assignment. The Partner may not assign without our consent, except on a merger or asset sale; we may assign or subcontract with notice.

20.2 Publicity. We may identify the Partner in our marketing materials, website, case studies, and sales presentations; it may opt out at any time.

20.3 Force majeure. Neither Party is liable for delay from circumstances beyond its control; a 30-day outage allows cancellation and a refund of any prepaid, undrawn Performance Budget.

20.4 Notices. In writing to the contacts in the Order.

20.5 Entire agreement. This Agreement is the complete and exclusive agreement between the Parties on its subject matter and supersedes all prior discussions, representations, and agreements. Any standard purchasing or procurement terms the Partner applies do not form part of this Agreement.

20.6 Waiver. Failure to exercise a right is not a waiver.

20.7 Severability. Unenforceable terms are modified minimally; the rest survives.

20.8 Governing law. Netherlands law; Amsterdam courts have exclusive jurisdiction.

20.9 Electronic execution. Valid electronically and in counterparts.

20.10 Anti-corruption and sanctions. Each Party complies with applicable anti-bribery and trade-sanctions laws.

20.11 Amendments. Any amendment to or variation of this Agreement, including any agreement required under Article 4.5(b), is valid only if made in writing and agreed by both Parties. This does not limit Wonderkind's right to update these Terms under Article 19.

Annex 1: Service Level Agreement

This SLA covers Wonderkind's support to the Partner. The Partner provides first-line support to its Sub-Customers under Article 7.9; Sub-Customers have no direct support entitlement from Wonderkind.

A dedicated CSM is assigned at onboarding, with Quarterly Business Reviews covering the Partner's own and Sub-Customer Campaign performance.

Support: non-technical via the CSM, technical via support@wonderkind.com, working days 09:00–17:00 CET, 1 business day response.

Escalation: contractual matters to Frank Nijmeijer at frank.nijmeijer@wonderkind.com; platform status via the status channel.

Wonderkind may update this Annex with reasonable notice.