Affiliate Terms and Conditions
The Terms and Conditions set out below govern the agreement between Stentorian NV (DBA PARTYPATCH.EU), registered with the Chamber of Commerce under number 103921 (hereinafter referred to as: Company) and the other party (hereinafter referred to as: Publisher).
Article 1. Nature of the Affiliate Service
1.1 Company operates a website that allows third parties (“Visitors”) to access information and/or enter into agreements with Company. If Visitors enter into agreements facilitated by the Affiliate Service, this will be with Company rather than with Publisher. Company will indemnify Publisher against any and all claims from Visitors related to the performance of this agreement.
1.2 Publisher will provide services to Company consisting of attracting identified Visitors who wish to enter into an agreement with Company (hereinafter: the “Affiliate Service”); Company will pay Publisher a fee for this Affiliate Service.
1.3 By entering into this agreement, the parties are not forming a partnership, general partnership, public partnership, joint venture or equivalent partnership. Neither party will be authorized to enter into agreements on the other party’s behalf.
1.4 Publisher expressly makes no commitment whatsoever and provides no guarantee whatsoever as regards Visitor numbers, agreements entered into, and the like. Any such numbers cited in Publisher’s advertisements must be regarded as approximate only and therefore non-binding.
1.5 On signing the agreement, Company will provide Publisher with a username and password, which will allow it to access a control panel displaying campaigns, promotional materials and any fees/compensation payable. Publisher shall keep the password strictly confidential. Company will not be liable for any misuse of the password and can assume that anything that occurs to the password and username provided to the Publisher will be at the risk and responsibility of Publisher.
Article 2. Promotion by Publisher
2.1 Publisher will be authorized to carry out promotional activities for the Affiliate Service, which it may do as it sees fit within the provisions of this article. However, promotion is permitted only on websites and other services managed by Publisher.
2.2 In these promotional activities, Publisher will solely use self-produced materials such as copy and images, and not authorized to use Company’s materials. This prohibition does not apply to materials designated by Company as promotional and to Company’s trade name, brand name and logo. The latter may be used, but in an unchanged format, and Company will be entitled to set reasonable terms for the manner of presentation. Company indemnifies Publisher against any and all third-party copyright claims relating to the promotional materials.
2.3 Publisher will not be authorized to:
- include, in its promotional communications, notices of any kind whatsoever to visitors with that erroneously create the suggestion or impression that Publisher is in any manner affiliated with Company as a dealer or partner, whereby a display of Company’s trade name, brand name or logo for business purposes is excluded from this prohibition,
- carry out promotional activities on websites or services of an illegal nature,
- display promotional or advertising communications in pop-ups, pop-unders or similar windows or technologies,
- display promotional or advertising communications on websites or other media that are of an erotic or pornographic nature,
- display promotional or advertising communications on websites or other media that are of a violent or extreme nature,
- use or operate any trade names, brand names, domain names or service-user names (e.g. names on Facebook, Twitter or other third-party services) containing a brand name or trade name of Company, or that bear a confusing similarity therewith,
- display electronic communications in a manner that is damaging, or could reasonably be damaging, to Company’s reputation.
2.4 Publisher’s other obligations:
- Publisher will submit the materials it intends to use for the Affiliate Service to Company for prior consent. Company will be authorized to provide instructions that must be followed before it grants its consent.
- All Visitor contact details are the property of Company. Publisher may only use these contact details for personal purposes based on a separate opt-in.
2.5 Publisher will not make any statements regarding Company’s range of products/services that are inaccurate or that violate relevant laws, e.g. laws relating to comparative advertising, unfair trade practices, or consumer rights.
2.6 If Company has a reasonable suspicion that Publisher is acting contrary to the provisions of this article, it will notify Publisher accordingly. In such an event, Publisher will cease, or continue to cease, the action in question, failing which Company will be authorized to terminate the agreement.
Article 3. Compensation for the Affiliate Service
3.1 Company will pay Publisher a commission of the order value (exclusive of VAT and shipment fees) of the agreement signed by a Visitor as set forth in the separate fee schedule established and sent to you, by the Company (which fee schedule may be sent via e-mail and is hereby incorporated by reference).
3.2 Compensation is payable if a cookie containing Publisher’s identification is transmitted during the Visitor’s last visit before signing of the agreement.
3.3 No compensation will be payable if signing of the agreement took place following the date of termination of the agreement. However, compensation will be payable if only the consent referred to in the following paragraph was granted after this date.
3.4 Company will only be entitled to refuse compensation based on valid reasons. If Company fails to refuse a compensation within 30 days, it will be deemed to have been approved. ’Valid reasons’ apply in the following events:
- if there is fraud involved
- if the Visitor’s contact details are inaccurate
- if the Visitor is included on a blacklist of Company
- if the Visitor (e.g. pursuant to e-commerce laws) has terminated the agreement with Company for valid reasons
Article 4. Billing and payment
4.1 Compensation payable will be paid monthly to Publisher by Company. However, the Company will be authorized to suspend payment if the amount to be paid is less than $200.00.
4.2 Company will issue a credit invoice to Publisher. This invoice will be in electronic format.
4.3 The term of payment for the credit note is net 30 days following the date stated thereon.
4.4 Company will be entitled to request submission of a VAT number by Publisher prior to making payment.
Article 5. Reporting
5.1 In order to determine the results, Company will allow Publisher access to a control panel that provides reports on the basis for the compensation.
5.2 The results as reported in accordance with the foregoing paragraph are binding, unless Publisher can provide convincing counterevidence.
Article 6. Limitation of liability
6.1 Company will only be liable to Publisher for direct loss or damage resulting from attributable failure to comply with the agreement.
6.2 No liability shall exist in any manner whatsoever for any indirect loss (including consequential loss, loss of income and profit, loss of data and non-material loss).
6.3 The maximum loss amount for which Company is liable is equivalent to the total compensation that has become due and payable during the three months prior to the time of the loss-incurring event.
Article 7. Term and termination
7.1 This agreement is entered into for an unlimited period of time.
7.2 Both parties will be authorized to terminate the agreement at any time
7.3 Company will be authorized to suspend its obligations to Publisher if there is a suspicion that Publisher has acted contrary to the agreement, in any manner whatsoever, without the Company being required to pay any compensation whatsoever. No compensation will be payable if the ground arose during the period of the suspension. The suspension will only end after the Publisher has eliminated the ground to the satisfaction of Company.
7.4 Company will be authorized to terminate the agreement with immediate effect if it believes that any of the prohibitions under Article 2 have been violated. In the event of termination in this situation, Publisher will not be entitled to payment of any outstanding compensation whatsoever. Following termination of the agreement, Company will pay the outstanding amount in compensation in accordance with Article 4. If Company terminates the agreement on the grounds of fraud committed by Publisher, Company will not be required to make this payment to Publisher.
Article 8. Disputes and applicable law
8.1 The agreement and these Affiliate Terms and Conditions is governed exclusively by Curaçao law.
8.2 Any disputes between the parties that cannot be settled amicably will be submitted to the competent Curaçaoan court for the district where the Company has its registered office.
Article 9. Amendments and additions
9.1 Any general terms and conditions of Publisher will not form part of the agreement.
9.2 If any provision of the agreement or these Affiliate Terms and Conditions are found to be contrary to applicable law, this provision will be amended such that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision.
9.3 Company will be authorized to amend the agreement or these Affiliate Terms and Conditions with new Terms and Conditions. These amendments or additions will become effective thirty days following notification to Publisher.
9.4 If Publisher chooses not to accept an amended or completed term/condition, it shall terminate the agreement within these thirty days. If Publisher fails to do so, it shall be deemed to have given its approval of the amended or additional term(s)/condition(s).
Article 10. Other provisions
10.1 Without prior consent, the parties will not provide any information and/or make any statements to third parties regarding the contents of the agreement or these Affiliate Terms and Conditions, the partnership between the parties or the results of the Affiliate Service.
10.2 Publisher will not be authorized to transfer this agreement and all its rights and obligations arising therefrom to a third party without the express consent of Company. Company will be authorized to transfer this agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this agreement is subject.
10.3 The version of any communications between the parties received by or stored by Company will be deemed to be the authentic version, unless Publisher can demonstrate that this version is not authentic.
10.4 If any data relevant to Company regarding Publisher changes, Publisher will notify Company immediately using the control panel.