(1) These Terms and Conditions of Participation (hereinafter "TB") apply to the contractual relationship between Wellcosan GmbH, Hauptstraße 27, 36381 Schlüchtern, Germany, and the contractual partners (hereinafter "Partner") of the "Venen Engel" Affiliate Program (hereinafter "Affiliate Program").
(2) We provide our services exclusively on the basis of these TB. 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.
(3) The TB are directed only to entrepreneurs within the meaning of § 14 BGB. Consumers are excluded from participation in the partner program.
(1) A contract between us and the partner on the placement of advertising material comes exclusively through our online application process at venenengel.de/affiliate-area/. By registering, the partner makes an offer to participate in the affiliate program and thereby accepts the TB. 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 right to participate in the partner program and to conclude a contract with us. We may reject individual partners at any time without giving reasons.
3. subject matter of the contract
(1) The subject of this contract is the participation in the Partner Program, which is intended to increase the sales of our products through our website. Participation in the partner program is free of charge for the partner. For this purpose, we provide the Partner with a selection of advertising media via the Partner Program at our own discretion. In doing so, we may offer different programs simultaneously (hereinafter "campaigns").
(2) The Partner places the advertising materials released for him under his own responsibility on his websites registered and released in the Partner Program (hereinafter "Partner Website") or elsewhere. The Partner shall be free to decide whether and for how long it places the advertising media on the Partner Website. He is entitled to remove the advertising material at any time.
(3) For the advertising and successful mediation of transactions (e.g. orders), the Partner receives a mediation commission, which depends on the scope and real value of the service. The details result from the description of the respective campaign in the partner program and Ziff. 7 of these TB.
(4) The partner program does not establish any other contractual relationship between the parties beyond this contract.
4. FUNCTIONING OF THE PARTNER PROGRAM
(1) The partner must register for the partner program with the data requested during registration. After successful registration, a customer account will be set up for the Partner, through which the Partner can manage its partner activities.
(2) For approved campaigns, we will provide the Partner with a specific HTML code for links and other advertising materials, as well as, if required, a discount coupon that can be used exclusively on our website, with which users of the Partner websites can be identified when they click on the link or use the discount coupon in the course of an order. The partner must integrate this HTML code into its website to enable tracking.
(3) Through the customer account, the Partner also receives access to certain statistical data, as determined in detail by us, about the advertising media used by him.
5. OUR OBLIGATIONS
(1) We shall provide the Partner with a selection of advertising media (e.g. advertising banners, text links, videos, images, brochures) (hereinafter: "Advertising Media") for individual campaigns at our own discretion.
(2) We shall ensure in a suitable manner the tracking of visitors who reach our website via the advertising media integrated by the Partner into its website (hereinafter: "Partner Leads"). We also ensure that any orders placed by Partner Leads (hereinafter "Sales") are assigned to the Partner.
(3) We operate our website and the services offered on it, such as the provision of product data, within the technical possibilities available to us at our own discretion. We owe in this context no error and / or uninterrupted availability of the website. The quality and correctness of the products and advertising materials offered on our website are at our sole discretion.
(4) We furthermore undertake to pay the remuneration pursuant to Clause 7 under the conditions set out therein.
6. PARTNER'S RIGHTS AND OBLIGATIONS
(1) The Partner may only integrate the advertising materials into the Partner websites. The Partner is expressly prohibited from making any changes to the Advertising Media. The advertising media may only be used on the Partner Websites for the purposes provided for in this agreement.
(2) The partner is responsible for the content and ongoing operation of the partner website itself and will not place any content there during the term of this contract that violates applicable law, morality or the rights of third parties and/or is likely to damage our reputation. We are entitled, but not obliged, to check the partner websites. In particular, the Partner is prohibited from disseminating content that - glorifies racism, - glorifies violence and extremism of any kind, - calls for and incitement to commit criminal offences and/or violations of the law, threats against life, limb or property, - incites hatred against persons or companies, - statements that violate personal rights, Defamation, defamation and slander of users and third parties as well as violations of fair trading law, - copyright infringing content or other violations of intellectual property rights or - sexual harassment of users and third parties. Such content may not be integrated on the Partner Website itself, nor may links be made from the Partner Website to corresponding content on other websites.
(3) Any form of abuse, i.e. the generation of leads and/or sales via unfair methods or inadmissible means that violate applicable law and/or these TB is prohibited. In particular, the Partner is prohibited from attempting, itself or through third parties, to generate Leads and/or Sales or to ensure that Sales are attributed to the Partner by means of one or more of the following practices:
- Pretending to generate leads or sales that have not actually taken place, e.g. by providing unauthorized third-party information or providing false or non-existent information when ordering goods on our website,
- Use of advertising forms that allow tracking, but do not display the advertising material, not perceptible or not in the specified shape and / or size,
- Cookie Dropping: Cookies may not be set already when visiting the website, but only if the user of the partner website has previously clicked on the advertising material in a voluntary and conscious manner,
- other forms of affiliate fraud (in particular cookie spamming, forced clicks, affiliate hopping) as well as the use of layers, add-ons, iFrames and postview technology to provide for an increase in leads/sales,
- Use of terms protected by law, in particular trademark law, for us or third parties, for example in search engines, in ad placements or the promotion of the partner website without our express prior written consent.
The partner is prohibited in particular to provide websites on the Internet, which may lead to a risk of confusion with us or products offered by us. In particular, the partner may not copy our website, landing pages or other appearances of us or take over graphics, texts or other content from us. The partner must avoid the impression that the partner website is a project of ours or that its operator is economically connected with us in a way that goes beyond the partner program and this contract. Any use of materials or content from our appearance as well as of our logos or trademarks by the Partner requires our prior written approval.
(4) The Partner undertakes to operate the Partner Website also in other respects in accordance with applicable law and in particular to maintain a proper imprint.
(5) E-mail advertising that contains advertising material or otherwise advertises for us may only take place if this has been approved by us in advance and express consent to advertising by e-mail has been given for all addressees and verification of the e-mail address has been carried out and documented by means of a double opt-in procedure.
(6) The Partner shall immediately remove advertising material from the Partner Website if requested to do so by us. This also applies in particular to websites on which we do not wish to integrate the advertising material, or no longer wish to do so, for whatever reason.
(7) The Partner shall refrain from any reference to us and our products in any advertising of the Partner Website. In particular, the Partner will not place any context-based advertisements (in particular Google AdWords or AdSense) that contain our name, company keywords or brands or are delivered due to the use of corresponding keywords. The same applies to the names of our products.
(8) The Partner undertakes to refrain from electronic attacks of any kind on our tracking 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 for the automatic reading of data, the application and/or distribution of viruses, worms, Trojans, brute force attacks, spam or the use of other links, programs or procedures that may damage the tracking system, the partner program or individual participants of the partner program.
(9) Promoting via third-party websites or trading platforms (e.g. Amazon, Ebay, etc.) is strictly prohibited.
(10) Posting and promoting affiliate discount coupons without expiration dates on websites, Facebook profiles, or the like is strictly prohibited.
(1) The contractual partner receives a performance-based remuneration from us for sales made on our website by partner leads.
(2) The claim for payment of the remuneration arises only under the following conditions: - through the advertising activity of the partner, a sale of an end customer with us has come about, - the sale has been logged ("tracked") by us, - the sale has been released and confirmed by us and - there is no abuse within the meaning of Section 6.3 of these TB.
(3) A sale is considered to be a fully executed order generated on our website by an end customer, which has also been paid by the end customer. Returns - for whatever reason - are not considered a Sale if the end customer has not paid or payments made by him are refunded.
(4) Orders placed by the Partner or his relatives are not subject to remuneration.
(5) Not subject to remuneration are orders that come about as a result of partner leads generated via partner websites or other advertising space where we have requested the partner to remove the advertising material. This applies from the time of the request.
(6) Decisive for the question of whether a sale is based on a partner lead is the tracking system used by us. Unless otherwise specified in the partner program or in individual campaigns, the principle of "Last Cookie Wins" applies with a cookie runtime of 30 days. We shall not be liable to pay if and insofar as the tracking system fails or another malfunction is caused, which leads to the fact that an assignment of leads or sales to individual partners is not possible or only possible with considerable effort.
(7) The amount of remuneration is based on the commission specified in the respective campaign at the time of the sale. Unless specified, a commission of 10% of the net price of the respective Sales shall apply.
(8) All stated commissions are net remuneration and are paid plus value added tax.
(1) We will provide the Partner with a statement of remuneration claims in his customer account. The Partner will check the settlement without delay. If the Partner has objections to a settlement, these must be asserted to us in writing within four weeks. After expiry of this period, the settlement shall be deemed to be correct.
(2) Claims for remuneration shall be due for payment one month after the end of the month in which the end customer's receipt of payment for the sale in question falls. Remuneration claims are only due if a minimum payment amount of 25,- Euro is reached. The Partner shall have the right to claim even lower amounts against reimbursement of a flat-rate processing fee of 5,- Euro. The fee will be withheld from the amount to be paid out.
(3) The payout shall be made by bank transfer with debt-discharging effect to the bank details deposited by the Partner in the customer account or to the Paypal account deposited by the Partner in the customer account. Any transaction fees (e.g. for bank accounts abroad) shall be borne by the Partner.
(1) Unlimited liability: we are liable without limitation for intent and gross negligence and in accordance with the Product Liability Act. For slight negligence, we are liable for damages arising from injury to life, limb and health of persons.
(2) In all other respects, the following limited liability shall apply: in the event of slight negligence, we shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which the partner may regularly rely (cardinal obligation). The liability for slight negligence is limited in amount to the damages foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected.
(3) There is no further liability on our part.
(4) The above limitation of liability also applies to the personal liability of our employees, representatives and bodies.
10. EXEMPTION CLAIM/PENALTY
(1) The Partner shall indemnify us and our employees or agents in the event of a claim for alleged or actual infringement and/or violation of third party rights by actions taken by the Partner in connection with the Partner Program from all third party claims arising therefrom. In addition, the Partner undertakes to reimburse all costs incurred by us as a result of such a claim by third parties. Reimbursable costs also include the costs of a reasonable legal defense.
(2) The Partner undertakes to pay a contractual penalty for each case of misuse pursuant to Clause 6.3, to be determined by us at our reasonable discretion and to be reviewed by a court in the event of a dispute. The contractual penalty shall not exceed twelve times the Partner's strongest monthly turnover within the last six months prior to the misuse. Further claims for damages shall remain unaffected by this provision.
11. RIGHTS OF USE
(1) The advertising materials and our other content are protected by copyright and/or other industrial property rights. We grant the Partner a simple and non-exclusive right to use the Advertising Materials for the duration and purpose of this Agreement.
(2) Any modification, duplication, dissemination or public reproduction of the advertising materials or of a substantial part thereof in terms of type and scope shall require our prior written consent insofar as it goes beyond the scope granted in paragraph 1 above.
(1) The Partner undertakes to keep secret for an unlimited period of time (even beyond the end of this contract) all knowledge of our trade 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 us as confidential, the irrebuttable presumption that it is a trade or business secret shall apply.
(2) The contents of this contract and the documents pertaining thereto shall be treated confidentially (as trade and business secrets) by the Partner.
(3) The Partner shall impose a confidentiality obligation on its employees and other persons whose services it uses to fulfill its contractual obligations in a manner corresponding to the preceding paragraphs 1 and 2.
13. TERM AND TERMINATION OF CONTRACT, LOCK
(1) The contract shall run for an indefinite period of time and may be terminated by either party at any time without notice and without giving reasons.
(2) In addition and beyond this, the right of the parties to terminate the contractual relationship by extraordinary termination for cause remains unaffected. For us, an important reason entitling to extraordinary termination exists in particular in the following cases: - serious breach by the Partner of obligations under this Agreement, in particular a breach of Clauses 6.2, 6.4 and/or 6.8, - breach of obligations under this Agreement and failure to remedy or cease the breach despite our corresponding request, - a case of misuse within the meaning of Clause 6.3.
(3) The termination can be made by e-mail. A termination declared by us by e-mail shall be deemed to have been received on the day on which it is sent to the e-mail address specified by the Partner in the customer account. We may also declare termination by restricting access to the customer account. The Partner may also declare termination by deleting the customer account. The contract is terminated upon receipt of the notice of termination.
(4) After termination of the contract, the partner is obliged to immediately remove all advertising materials and other links and content from us from the partner website. This also applies to websites or other advertising media in which the Partner has integrated the advertising media or links without being authorized to do so.
(5) Leads and/or sales generated after the termination of the contract do not lead to an obligation to pay.
(6) Instead of termination, we may also block the customer account in the cases of Section 13.2. This shall also apply if there is only a reasonable suspicion of misuse pursuant to Clause 6.3. We will inform the Partner of the reason for the block and lift the block again when the reasons that led to the block have been clarified and, if necessary, eliminated. Leads generated during the period of the block do not result in an obligation to pay.
14. FINAL PROVISIONS
(1) Should the contract contain invalid provisions, the validity of the rest of the contract remains unaffected.
(2) We reserve the right to adapt these TB at any time. Any changes will be communicated to the partner by e-mail. If the Partner does not agree with the changes, he is entitled to notify us of this until the expiry of four weeks from the receipt of the change notification. In this case we have a special right of termination. If such notice is not given within this period, the changes shall be deemed to have been accepted and shall enter into force upon expiry of the period.
(3) The present contract shall be governed exclusively by German law.
(4) If the Partner is a merchant, a legal entity under public law or a special fund under public law, our registered office is agreed as the place of jurisdiction for all disputes arising from or in connection with contracts between us and the Partner.