Terms & Conditions – Affiliate Program (“Terms and Conditions”)
1 – Scope
- These terms and conditions apply to the contractual relationship between the provider Quantum Trade Solutions GmbH, Jahnstraße 43, 63075 Offenbach, Germany, duly represented by the managing directors Mr. Rolf Schlotmann and Mr. Moritz Czubatinski (“Merchant“) and the participants (each an “Affiliate” and together the “Affiliates“) of the Affiliate Program (“Affiliate Program“) (together the “Parties“).
- The Merchant provides its services exclusively on the basis of these Terms and Conditions. The Affiliate’s own terms and conditions require the Merchant’s explicit, written consent and are therefore not applicable even if the Merchant does not expressly object to their application.
- The Terms and Conditions are only intended for entrepreneurs within the meaning of § 14 BGB. Consumers are excluded from participation in the Affiliate Program.
2 – Conclusion of the Contract
- A contract between the Merchant and an Affiliate for participation in the Affiliate Program shall only be concluded after the Affiliate’s prior registration on [https://edgewonk.refersion.com/affiliate/registration].
- The data entered for registration must be truthful. In the event that the data changes, the Affiliate is obliged to inform the Merchant of the changed data immediately. If the Affiliate provides incorrect information or fails to correct the data at a later date, the Merchant can exclude him from further participation in the Affiliate Program.
- By filing the registration the Affiliate submits an offer to the Merchant to conclude this contract. This offer is accepted by confirming the registration by the Merchant and the release of concrete advertising material for the Affiliate.
- There is no entitlement to participate in the Affiliate Program or to conclude a contract with us. The Merchant can reject individual Affiliates at any time without giving reasons.
3 – Subject
- Subject of this agreement is the participation in the Affiliate Program, which is intended to increase the sale of the Merchant’s products and services via the Merchant’s website https://edgewonk.com/. For this purpose, the Merchant will provide the Affiliate with a selection of advertising materials at its own choice via the Affiliate Program. The Merchant may offer different programmes at the same time (“Campaigns“). Participation in the Affiliate Program is free of charge for the Affiliate. Not included in this are any costs/fees that may be charged by Refersion as a platform operator.
- The Affiliate shall place the advertising media released for him at the Affiliates own responsibility on the Affiliates website (“Affiliate Website“) which was registered and released when registering for the Affiliate Program. The Affiliate shall be free to decide whether and for how long he places the advertising media on the Affiliate Website. He is entitled to remove the advertising media at any time.
- The Affiliate shall receive a commission for the successful placement of sales. The details are set out in clause 7 and 8 of these Terms and Conditions.
- The Affiliate Program shall not constitute any other contractual relationship between the Parties beyond this contract.
4 – How the Affiliate Program works
The Merchant uses the service of [Refersion Inc. (Refersion Inc., 242 West 48rd St., 10th Floor, New York, New York USA)] to run the Affiliate Program. Refersion provides the Parties with a platform that allows the Affiliates to register and through which the Merchant can manage the Affiliate Program. After registration of the Affiliate and successful approval by the Merchant, the Affiliate will receive access to an affiliate account, through which he can, among other things, track his sales and gain access to the advertising materials and necessary Information’s provided by the Merchant.
For participation in approved campaigns, the Merchant provides the Affiliate with a specific HTML code for links and other advertising material that can be used to identify users of the Affiliate Websites when they click on the link. The Affiliate must integrate this HTML code into its website to enable tracking.
5 – Obligations of the Merchant
- The Merchant will provide the Affiliate with a selection of advertising media (e.g. advertising banners, text links, videos and images) (“Advertising Media“) for individual campaigns at the Merchant’s own discretion.
- The Merchant will ensure in a suitable manner that visitors to the Affiliate Website who reach the Merchant’s Website via the Advertising Media integrated by the Affiliate into its Website are tracked (“Affiliate Leads“). The Merchant also ensures that any orders placed by Affiliate Leads (“Sales“) are allocated to the respective Affiliate.
- The Merchant operates its website https://edgewonk.com/ and the services offered on it at its own discretion within the framework of the technical possibilities available to him. Within this framework, the Merchant does not owe error-free and/or uninterrupted availability of the website. The quality and correctness of the products, services and advertising material offered by the Merchant are at its sole discretion. However, the Merchant will make every effort to restore usability as quickly as possible in the event of a system failure.
- The Merchant undertakes to pay the commission pursuant to clause 7 and 8 under the conditions set out therein.
6 – Rights and obligations of the Affiliate
- The Affiliate may only integrate the Advertising Media into the Affiliate Websites. The Affiliate Website must comply with the applicable legal provisions and may not violate data protection regulations. In particular, in accordance with the regulations on data protection, the Affiliate is obliged to obtain a prior, voluntarily given, specific, informed, unambiguous and revocable consent from visitors to the Affiliate Website to the use of the cookies assigned to the visitor as a result of a click on the Advertising Media.
- The Affiliate is expressly prohibited from linking the provided links to other advertising media (e.g. in newsletters or social media) and/or making changes to the Advertising Media. The Advertising Media may only be used on the Affiliate Websites for the purposes provided for in this Agreement.
- The Affiliate is responsible for the content and the ongoing operation of the Affiliate Website itself and will not place any content there during the term of this Agreement that violates applicable law, common decency (gute Sitten) or the rights of third parties and/or is likely to damage the Merchant’s reputation. The Merchant is entitled, but not obliged, to check the Affiliate Websites. In particular, the Affiliate is prohibited from distributing content that represent, concern or contain
> Glorification of violence and extremism of any kind,
> Incitement and incitement to commit crimes and/or infringements of the law, threats to life, limb or property,
> agitation against persons or companies,
> statements that are in violation of personal rights, defamation (Verläumdung), libel (Ehrverletzung) and slander (üble Nachrede) by users and third parties, as well as violations of the law on fairness,
> content that infringes copyright or other intellectual property rights; or
> sexual harassment of users and third parties.
Such content may not be integrated on the Affiliate Website itself nor may it be linked from the Affiliate Website to corresponding content on other websites.
- Any form of abuse, i.e. the generating of sales via unfair methods or improper means that violate applicable law or these Terms and Conditions, is prohibited. In particular, the Affiliate is prohibited from attempting to generate sales himself or through third parties by means of one or more of the following practices, or to ensure that sales are assigned to the Affiliate:
> Feigning Affiliate Leads or sales that did not actually take place, e.g. by the unauthorised provision of third party data or the provision of false or non-existent data when ordering goods on the Merchant’s website,
> Use of forms of advertising which, although they allow tracking, do not display the Advertising Media, are not recognisable or do not display it in the specified form and/or size,
> Cookie Dropping: Cookies may not be set when the user visits the website, but only if the user of the Affiliate website has previously clicked on the Advertising Media voluntarily and consciously,
> other forms of Affiliate Frauds (in particular Cookie Spamming, Forced Clicks, Affiliate Hopping) as well as the use of layers, add-ons, iFrames and postview technology in order to increase the number of Leads,
> Use of terms that are legally protected for the Merchant or third parties, in particular under trademark law, for example in search engines, in the placement of advertisements or the advertising of the Affiliate Website without the Merchant’s express prior written consent. In particular, the use of Google Ad campaigns as well as the use of other similar advertising platforms is not permitted. The Affiliate is prohibited from maintaining websites on the Internet that could lead to a risk of confusion with the Merchant or with products offered by the Merchant. In particular, the Affiliate may not copy the Merchant’s website, landing pages or other appearances from the Merchant or adopt graphics, texts or other contents from the Merchant. The Affiliate must avoid the impression that the Affiliate Website is a project of the Merchant or that its operator is economically connected with the Merchant in a way that goes beyond the Affiliate Program and this Agreement. Any use by the Affiliate of any material or content from the Merchant’s site or his logos or trademarks requires his prior written approval.
- E-mail advertising that contains Advertising Media or advertises for the Merchant in any other way may only be carried out if this has been approved by the Merchant beforehand and if all addressees have given their express consent to the advertising by e-mail and if verification of the e-mail address has been carried out and documented by a double opt-in procedure.
- The Affiliate shall immediately remove Advertising Media from the Affiliate Website if requested to do so by the Merchant. This also and in particular applies to websites on which the Merchant does not or no longer wishes to integrate the advertising material for whatever reason.
7 – Commission
- The Affiliate receives a performance-related commission from the Merchant for sales which are carried out on the Merchants website by Affiliate Leads.
- Only voluntary and conscious clicks made by the Internet user on the hyperlink to the Merchant’s website provided by the Affiliate are subject to commission. Clicks generated with the aid of automatisms and software or induced by coercion, deception, threats or other unfair methods do not give rise to any claim for commission.
- A sale is defined as an order generated on the Merchant’s website by an end customer which has been completely executed and paid for by the end customer. Reverse transactions – for whatever reason – are not considered a sale if the end customer has not paid or are refunded. Reverse transactions that take place more than 2 weeks after the end customer’s payment shall not be taken into consideration.
- Orders placed by the Affiliate are not subject to payment.
- Not subject to commission are orders that are placed on the basis of Affiliate Leads generated via Affiliate Websites or other advertising spaces where the Merchant has requested the Affiliate to remove the Advertising Media. This applies from the time of the request.
- Decisive for the question of whether a sale is based on an Affiliate Lead is the tracking system used by the Merchant. Unless otherwise specified in the Affiliate Program or for individual campaigns, the principle of “Last Cookie Wins” applies with a cookie term of 30 The Merchant shall not be obliged to pay if and insofar as the tracking system fails or any other malfunction is caused which makes it impossible or only possible with considerable effort to assign Affiliate Leads or Sales to individual Affiliates.
- The amount of the commission is based on the commission stated in the respective campaign at the time of the sale. The Merchant is entitled to change the amount of the commission. The changes will become effective upon notification to the Affiliate, either by e-mail or by publication in the Affiliate Account. [Reductions in the commissions offered by the Merchant will not take effect until 30 days after they are announced].
8 – Accounting
Commission payments will be paid at the beginning of the second month following the month, in which the end customer’s incoming payment for the sale in question falls.
The Payment of the commission is only due if a minimum disbursement amount of USD 200 has been reached.
The payment will be made by bank transfer with debt-discharging effect to the bank details provided by the Affiliate upon registration or to the specified Paypal account. Any bank charges (e.g. for bank accounts abroad) shall be paid by the Affiliate.
The Affiliate has the possibility of electronically viewing and checking his accounting data via his Affiliate Account. The Affiliate shall immediately check the correctness of received payments. If the Affiliate has objections, he must notify the Merchant in writing within 6 weeks. Objections and claims to commission made at a later date shall be forfeited.
[Within Germany such credits are subject to VAT. The applicable VAT will be collected by the Merchant and passed on to the relevant tax authority. Within the European Union, the reverse charge procedure is applicable and the tax liability rest with the Affiliate. No VAT is applicable concerning Affiliates based outside the European Union. If a European Union Affiliate fails to provide the ´Merchant with a valid national VAT Identification Number, the Merchant is law-bound to collect and pass on the applicable VAT.]
The Affiliate shall immediately repay any amounts paid out in error or not received in accordance with this Agreement.
The Merchant may withhold commissions for justified reasons, in particular in the event of violations of the Terms and Conditions. If the Merchant becomes aware of a violation of the Terms and Conditions after the payment of commission, the Merchant may reclaim the commission already paid from the Affiliate.
9 – Liability
- The Merchant shall be liable without limitation for intent and gross negligence and in accordance with the provisions of the Product Liability Act (Produkthaftungsgesetz). In the case of slight negligence, the Merchant shall be liable for damages resulting from injury to life, body and health of persons.
- Apart from this, in the case of slight negligence, the Merchant shall only be liable in the event of a breach of an essential contractual obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the Affiliate may regularly rely (Kardinalpflicht). Liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must be typically expected.
- There is no further liability on the Merchant’s part.
- The above limitation of liability shall also apply to the personal liability of the Merchant’s employees, representatives and representative bodies.
10 – Right of Exemption
The Affiliate shall indemnify the Merchant and the Merchant’s employees or agents against all claims of third parties arising from alleged or actual infringement of rights and/or infringement of the rights of third parties through actions undertaken by the Affiliate in connection with the Affiliate Program. Furthermore, the Affiliate undertakes to reimburse all costs incurred by the Merchant as a result of such a claim by third parties. The reimbursable costs also include the costs of an appropriate legal defence.
11 – Right of use
- The Advertising Media and the Merchants other contents are protected by copyright and/or other industrial property rights. The Merchant grants the Affiliate a simple and non-exclusive right to use the Advertising Media for the duration and purpose of this contract.
- Any modification, duplication, distribution or public reproduction of the Advertising Media or a part of it which is substantial in terms of its nature and scope requires the Merchant’s prior written consent, insofar as it goes beyond the scope granted in paragraph 1 above.
12 – Confidentiality
- The Affiliate undertakes to keep secret for an unlimited period of time (also beyond the end of this contract) all knowledge of the Merchant’s company and business secrets or other confidential information obtained within the framework of the contractual relationship, to use it only for the purposes of the contract and in particular not to pass it on to third parties or otherwise exploit it. If information is designated by the Merchant as confidential, the undeniable assumption that it is a trade or business secret shall apply.
- The Affiliate must obligate its employees and other persons whose services it uses to fulfil its contractual obligations to maintain confidentiality in a manner corresponding to the above paragraphs 1.
13 – Date Protection
The Merchant will collect and use personal data of the Affiliate exclusively within the scope of the contractual purposes, insofar as this is necessary for the fulfilment of the contract concluded with the Affiliate.
14 – Duration and termination of the contract
- The contract runs for an undefined period of time and can be terminated by either party at any time without observing a period of notice and giving reasons.
- In addition and beyond this, the right of the Parties to terminate the contractual relationship by extraordinary termination for good cause remains unaffected. For the Merchant, an important reason that entitles to extraordinary termination exists, in particular in the following cases:
- serious breach by the Affiliate of the obligations of this Agreement, in particular a breach of clauses [6.1],[6.2], [6.3] and/or [6.5],
- violation of obligations under this contract and failure to remedy or discontinuation of the violation despite the Merchant’s request to do so,
- a case of abuse within the meaning of clause [6.4].
- Notice of termination may be given in text form by e-mail. The Affiliate can send the notice of termination to firstname.lastname@example.org. The contract shall be terminated upon receipt of the notice of termination.
- After termination of the contract, the Affiliate is obliged to remove all Advertising Media and other links and contents from the Affiliate Website immediately (within 48 hours maximum). This also applies to websites or other Advertising Media in which the Affiliate has integrated the Advertising Media or links without being entitled to do so.
- Sales generated after termination of the contract do not lead to an obligation to pay commission.
- Any remaining credit balances of the Affiliate at the time of termination of the Agreement shall be paid out to the Affiliate in accordance with the provisions of clause 8, paragraph 2 of this Agreement.
15 – Final provisions
- Should the contract contain invalid provisions, the validity of the contract shall remain unaffected in all other respects.
- The Merchant reserves the right to adapt these Terms and Conditions at any time. Any changes will be communicated to the Affiliate at the e-mail address provided. If the Affiliate does not agree with the changes, he/she shall be entitled to notify the Merchant of this up to six weeks after receipt of the notification of change. In this case the Merchant has a special right of termination. If such notification is not made within this period, the changes shall be deemed to have been accepted and shall come into force upon expiry of the period.
- The law of the Federal Republic of Germany applies to contracts between the Affiliate and the Merchant to the exclusion of the UN-merchants law.
- The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the Merchant’s registered office.