Affiliate Terms and Conditions
- Scope
(1) These terms and conditions of participation (hereinafter "Terms and Conditions") apply to the contractual relationship between Polyprint GmbH, Franz-Ehrlich-Str. 12, 12489 Berlin, and the contractual partners (hereinafter "Partners") of the affiliate program for www.unik-nordic.com (hereinafter "Partner Program").
(2) We provide our services exclusively on the basis of these Terms and Conditions. The partner's own terms and conditions require our express written consent and therefore do not apply even if we do not expressly object to their validity.
- Conclusion of contract
(1) A contract between us and the partner regarding the placement of advertising materials is concluded exclusively through our online application process via email. By applying, the partner submits an offer to participate in the partner program and thereby accepts our Affiliate Terms and Conditions. A contract is only concluded when we expressly declare acceptance of the offer or release specific advertising materials for the partner.
(2) There is no entitlement to participate in the partner program or to conclude a contract with us. We may reject individual partners at any time without giving reasons.
- Subject matter of the contract
(1) The subject of this agreement is participation in the partner program, which is intended to increase sales of our products via our platform www.unik-nordic.com . Through its advertising activities, the partner acquires users who register on our platform in accordance with Section 4.3 of these Terms and Conditions and generate product orders through it. Participation in the partner program is free of charge for the partner. For this purpose, we provide the partner with a selection of advertising materials via the partner program at our sole discretion.
(2) The Partner places the content released to it on its websites and social media channels registered and released in the Partner Program (hereinafter "Partner Channels") at its own responsibility. The Partner freely decides whether and for how long to place the content on the Partner Channels. It is entitled to remove the content at any time.
(3) The Partner shall receive a commission for the promotion and subsequent successful brokerage of transactions (and resulting product orders) by new customers. Details are set out in Section 7 of these Terms and Conditions.
(4) The partner program does not establish any other contractual relationship between the parties beyond this agreement.
- Our duties
(1) We provide the Partner with a selection of advertising materials (e.g. advertising banners, text links, videos and images) (hereinafter: “Advertising Materials”) for individual campaigns at our own discretion.
(2) We provide the partner with a unique discount code, the redemptions of which are attributed to the partner. The partner will be compensated based on these redemptions. We reserve the right to change the discount code and the entire process in the future to ensure the best possible process.
(3) We operate our platforms and the services offered therein at our sole discretion, within the scope of the technical capabilities available to us. We are not obligated to ensure error-free and/or uninterrupted availability of the website. The quality and accuracy of the products and advertising materials offered on our website are at our sole discretion.
(4) We further undertake to pay remuneration in accordance with clause 7 under the conditions set out therein.
- Rights and obligations of the partner
(1) The Partner is solely responsible for the content and ongoing operation of the Partner Channels and will not post any content there during the term of this Agreement that violates applicable law, common decency, or the rights of third parties and/or is likely to damage our reputation. We are entitled, but not obligated, to review the Partner Channels. The Partner is specifically prohibited from distributing content that represents, concerns, or contains racism, the glorification of violence, and extremism of any kind, calls for and incitement to criminal acts and/or violations of the law, threats to life, limb, or property, incitement against individuals or companies, statements that violate the personality rights of users and third parties, defamation, libel, and slander, as well as violations of unfair competition law, copyright infringement, or other violations of intellectual property rights, or sexual harassment of users and third parties. Such content may not be integrated into the partner channels themselves, nor may links be created from the partner channels to corresponding content on other websites.
(2) Any form of abuse, i.e., the generation of leads and/or product orders through unfair methods or improper means that violate applicable law and/or these Terms and Conditions, is prohibited. The Partner is particularly prohibited from attempting, either directly or through third parties, to generate leads, orders, and/or sales or to ensure their attribution to the Partner through one or more of the following practices:
Feigning leads and product orders that did not actually occur, e.g. by providing unauthorized information about third parties or by providing false or non-existent data when ordering goods on our website, using advertising formats that allow tracking but do not display the advertising material, display it imperceptibly, or do not display it in the specified form and/or size. The use of terms that are legally protected by us or third parties, in particular trademark law, for example in search engines, when placing advertisements, or promoting the partner website without our express prior written consent is prohibited. The partner is particularly prohibited from maintaining websites on the Internet that could lead to a risk of confusion with us or the products we offer. In particular, the partner may not copy our website, landing pages, or other websites or adopt graphics, text, or other content from us. The partner must avoid giving the impression that the partner channels are our project or that their operator has a financial connection with us that goes beyond the partner program and this agreement. Any use of materials or content from our website, as well as our logos or trademarks, by the partner requires our prior written approval.
(3) E-mail advertising that contains advertising material or otherwise advertises for us may only be carried out if this has been approved by us in advance and all addressees have given their express consent to receive advertising by e-mail and verification of the e-mail address has been carried out and documented using a double opt-in procedure.
(4) The Partner will immediately remove advertising materials from the Partner Channels upon request from us. This also applies, in particular, to channels on which we do not wish or no longer wish to integrate the advertising materials, for whatever reason.
(5) The Partner will not place any context-based advertisements (in particular social media ads, e.g., on Facebook and Instagram, Google AdWords, or AdSense) that contain our name, company keywords, or trademarks, or that are delivered based on the use of such keywords. The same applies to the names of our products.
(6) The partner undertakes to refrain from any type of electronic attacks on our system and/or our websites. Electronic attacks include, in particular, attempts to overcome, circumvent, or otherwise disable the security mechanisms of the tracking system, the use of computer programs to automatically read data, the application and/or distribution of viruses, worms, Trojans, brute-force attacks, spam, or the use of other links, programs, or procedures that could damage the tracking system, the partner program, or individual participants in the partner program.
- Remuneration
(1) The contractual partner shall receive from us a performance-related remuneration for product orders generated by a user referred by the partner.
(2) The right to payment of remuneration shall only arise under the following conditions:
As a result of the partner's advertising activities, a user has obtained a product order on the platform www.unik-nordic.com in accordance with section 4.3.
Lead and product orders have been logged (“tracked”) by us,
Product orders have been released and confirmed by us and
there is no abuse within the meaning of Section 6.2 of these Terms and Conditions.
(3) A successful product order is defined as an order placed via www.unik-nordic.com with one or more products that has been paid, produced, and shipped. Reversals (e.g., if the end customer has not paid or payments made by the customer are refunded) – regardless of the reason – are not considered a successful product order.
(5) Orders resulting from partner leads generated through partner channels or other advertising spaces for which we have requested the partner to remove the advertising material are not subject to remuneration. This applies from the time of the request.
(6) The discount code used determines whether a product order is based on a partner lead. We are not obligated to pay if and to the extent that the tracking system fails, the customer forgets to apply the discount code, or another malfunction occurs that makes it impossible or impossible to assign sales and orders to individual partners.
(7) The amount of compensation depends on the number of individual products ordered or sold by the referred user. The partner receives 10% of the shopping cart value (gross) for each product sold or ordered that has been produced and shipped.
(8) The partner can earn a maximum of 2000 euros in commission per user referred.
(9) The maximum commission period per referred user is 12 months from the date of registration. After this period, the commission entitlement expires.
(10) All commissions stated are net remuneration and will be paid plus 19% VAT upon presentation of proof of VAT liability.
- Invoice
(1) Compensation claims are only due if a minimum payout amount of €10 has been reached. The partner has the right to request smaller amounts in return for a flat-rate processing fee of €5. This fee will be deducted from the amount to be paid out.
(2) We will provide the Partner with a tax-valid statement of the remuneration claims. The Partner will review the statement promptly. If the Partner has any objections to an invoice, they must be submitted to us in writing within four weeks. After this period, the invoice will be deemed correct.
(3) Payment will be made by bank transfer with debt-discharging effect to the bank account provided by the Partner. Any bank fees (e.g., for foreign bank accounts) will be borne by the Partner.
(4) The partner can actively request a payout at any time. We are not obligated to issue regular statements.
- Liability
(1) Unlimited liability: We are liable without limitation for intentional misconduct and gross negligence, as well as in accordance with the Product Liability Act. For damages resulting from slight negligence, we are liable for injury to life, body, or health.
(2) Furthermore, the following limited liability applies: In the case of slight negligence, we are only liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the partner may regularly rely (cardinal obligation). Liability for slight negligence is limited to the damages foreseeable at the time the contract was concluded, the occurrence of which must typically be expected.
(3) We shall not be liable for any further damages.
(4) The above limitation of liability also applies to the personal liability of our employees, representatives and bodies.
- Indemnity claim/contractual penalty
(1) The Partner indemnifies us and our employees or agents against all claims by third parties arising from any alleged or actual infringement of rights and/or violation of third-party rights by actions undertaken by the Partner in connection with the Partner Program. Furthermore, the Partner undertakes to reimburse us for all costs incurred by us as a result of such claims by third parties. Reimbursable costs also include the costs of reasonable legal defense.
(2) The Partner agrees to pay a contractual penalty for each case of misuse pursuant to Section 6.2, to be determined by us at our reasonable discretion and subject to judicial review in the event of a dispute. The contractual penalty shall not exceed twelve times the Partner's highest monthly turnover within the last six months prior to the misuse. Further claims for damages remain unaffected by this provision.
- Rights of use
(1) The advertising materials and our other content are protected by copyright and/or other intellectual property rights. We grant the Partner a simple and non-exclusive right to use these advertising materials for the duration and purpose of this agreement.
(2) Any modification, reproduction, distribution or public reproduction of the advertising material or of a substantial part thereof in terms of type and scope requires our prior written consent, insofar as it goes beyond the scope granted in paragraph 1 above.
- confidentiality
(1) The Partner undertakes to keep all knowledge of our trade and business secrets or other confidential information acquired within the scope of the contractual relationship confidential for an unlimited period of time (including beyond the termination of this contract), to use it only for the purposes of the contract, and in particular not to disclose it to third parties or otherwise exploit it. If we designate information as confidential, the irrefutable presumption applies that it constitutes trade or business secrets.
(2) The content of this contract and the associated documents must be treated confidentially by the Partner.
(3) The Partner shall oblige its employees and other persons whom it uses to fulfil its contractual obligations to maintain confidentiality in a manner corresponding to the above paragraphs 1 and 2.
- Contract term and termination of the contract, blocking
(1) The contract is for an indefinite period and may be terminated by either party at any time without notice and without giving reasons.
(2) In addition, and in addition, the parties' right to terminate the contractual relationship by extraordinary termination for good cause remains unaffected. For us, good cause justifying extraordinary termination exists in particular in the following cases:
Negligent or deliberate breach by the Partner of obligations under this Agreement, in particular a breach of Sections 6.1 – 6.7 of these Terms and Conditions. A breach of obligations under this Agreement and failure to remedy or cease the breach despite our corresponding request constitutes abuse within the meaning of Section 6.2.
(3) Termination can be made by email. A termination declared by us by email shall be deemed received on the day it is sent to the email address provided by the partner. The contract shall be terminated upon receipt of the termination.
(4) Upon termination of the contract, the Partner is obligated to immediately remove all advertising materials and other links from our Partner Channels. This also applies to websites or other advertising media in which the Partner has integrated the advertising materials, content, or links without authorization.
(5) Leads generated after termination of the contract, sales orders and products sold or ordered do not give rise to any obligation to pay compensation.
- Final provisions
(1) Should the contract contain invalid provisions, the validity of the remaining provisions shall remain unaffected (severability clause).
(2) We reserve the right to amend these Terms and Conditions at any time. Any changes will be communicated to the Partner via email. If the Partner does not agree to the changes, they are entitled to notify us within four weeks of receipt of the notification of the changes. In this case, we reserve the right to terminate the contract with immediate effect. If such notification is not received within this period, the changes will be deemed accepted and will take effect upon expiration of the period.
(3) This contract shall be governed exclusively by German law.
Source: http://www.online-marketing-recht.de/teilnahmebedingungen-des-advertisers-fur-affiliate-partnerprogramm (by Dr. Martin Schirmbacher, specialist lawyer for IT law)
