Below you will find the SponsorKliks Partner Conditions (hereinafter: Partner Conditions).
We kindly request that you read these carefully. By signing up
as a Partner, you accept the Partner Conditions.
Table of Contents:
Article 1 – Definitions
Article 2 – Registration and Acceptance
Article 3 – Usage
Article 4 – Commission
Article 5 – Payment
Article 6 – Nullity SponsorKliks Partnership
Article 7 – Termination SponsorKliks Partnership
Article 8 – Consequences of Termination SponsorKliks Partnership
Article 9 – Liability
Article 10 – Miscellaneous
Article 11 – Applicable Law and Competent Court
Article 1 – Definitions
The following definitions apply in the Partner Conditions:
SponsorKliks: the private company SponsorKliks B.V. situated at (2012XN)
Haarlem, Paul Krugerstraat 16, active under VAT number NL851 400474B01
and registered at the Chamber of Commerce under number 54681901.
SponsorKliks Website: www.sponsorkliks.com
Partner: any natural person of 18 (in words: eighteen) years or older or
legal person who has accepted the Partner Conditions and who has been accepted by SponsorKliks as
partner for the usage of its services.
Service: SponsorKliks making its Website available through Links
Which offers access to online shops for the online purchase of products and/or
services and the payment of commission to Partners who have their Users make
Successful Purchases via their Link.
Successful Purchases: an online purchase that has been approved by the relevant
online shop and for which SponsorKliks receives commission.
Link: a unique, electronic connection for each Partner to the Website of
SponsorKliks, which the Partner publishes online.
User: each user of the Internet who gains access to the
SponsorKliks Website through a Link.
Article 2 – Registration and Acceptance
2.1 Each natural partner of 18 (in words: eighteen) years and older and each
legal person can sign up as a SponsorKliks Partner.
2.2 Signing up as a SponsorKliks Partner means that you accept the Partner Conditions
and will respect these.
2.3 To become a SponsorKliks Partner, you must:
(a) fill out the registration form as can be found on the SponsorKliks Website,
truthfully and completely;
(b) confirm that you accept the Partner Conditions by clicking the registration button included
on the registration form; and (c) have been accepted as a Partner by SponsorKliks.
2.4 If you function as a representative of one or multiple others or an organisation in the registration as described in article 2.3 sub a and b,
you must
be authorised for this purpose. SponsorKliks has no obligation to investigate in this matter.
2.5 In principle, SponsorKliks informs you within 7 (in words: seven) days after
receiving the filled in registration form in conformity with article 2.3 sub a and b, whether
or not SponsorKliks accepts you as a partner.
2.6 SponsorKliks could refuse a registration for reasons we deem appropriate,
without giving a reason.
2.7 If you have been accepted as a Partner by SponsorKliks, SponsorKliks may mention you
as such through its Website, utterances and campaigns, (if
applicable) together with your logo;
2.8 Gathering personal information based on article 2.3 sub a only happens
and only for the benefit of the Service and the processing of the data concerned
only happens insofar as this is necessary within the framework of the Service, all in conformity
with the General Data Protection Act.
Article 3 – Usage
3.1 After registration as Partner, SponsorKliks makes a Link provided with
a unique Partner Code available to the Partner.
3.2 The Partner must publish the Link mentioned in article 3.1 through the Internet, in
particular on his or her website (if the Partner has this) and
in his or her advertisements and/or emails. For this purpose, SponsorKliks makes a
so-called button and banner with the SponsorKliks logo available to
the Partner.
3.3 Announcement through the website as intended in article 3.2 entails that the
button or banner mentioned in the article is given a prominent place
on the homepage of the Partner’s website, with a minimal size of 120×60
pixels and must be permanently displayed.
3.4 The Partner is responsible for the installation and use of the Link,
yet will always act in accordance with the guidelines and instructions
of SponsorKliks concerning these.
3.5 The Partner has the option to use the other promotional materials made available by
SponsorKliks, such as standardised emails and texts
and flyers and posters. Possible shipment costs within this framework are to be paid by
the Partner.
3.6 The Partner has the right to use the name of SponsorKliks and the (other) brands,
logos and other distinguishing signs of SponsorKliks exclusively for the benefit
of announcing the Link and the accompanying promotion of the Service in the
manner to be appointed by SponsorKliks. The Partner must always follow
all instructions of SponsorKliks.
3.7 The Partner is not allowed to make changes to the name
SponsorKliks and the (other) brands, logos and other distinctive marks of
SponsorKliks, and the use of this by the Partner may in no way be
(potentially) misleading or be (potentially) harmful to SponsorKliks.
3.8 Without prejudice to that which has been determined in article 3.6 and 3.7, the Partner will respect the copyright, brand rights and other rights of an exclusive nature of SponsorKliks and
third parties.
3.9 The Partner will refrain from any activity due to which SponsorKliks
and/or the Partner (potentially) violate the applicable legislation and regulations.
It is not allowed that (due to) the contents of the website of the
Partner or of any (other) document (such as advertisements and emails) in which the
Partner has included the Link:
(a) has a pornographic or violent character;
(b) discriminates based on race, gender, religion or philosophy;
(c) develops, promotes or advertises illegal activities;
(d) (could) impair the good name or reputation of SponsorKliks; and/or
(e) copyrights, brand rights or other rights of SponsorKliks or any third party
are violated.
3.10 If the Website of SponsorKliks is hindered by the installation and/or
use of a Link, SponsorKliks has the right to block this Link.
Article 4 – Commission
4.1 Undiminished article 5.3 in conjunction with 8.1 sub e and article 4.2 of the Partner Conditions, SponsorKliks is obligated to pay 75% of the commission received by SponsorKliks via a Link to the Partner who has this Link at its disposal based on
article 3.1. Here, the commission received by SponsorKliks
refers to the actual commission income received through the Link of online shops or representatives of these shops connected to SponsorKliks for individual transactions, with the exception of
possible separate bonuses for achieved numbers and/or turnovers.
4.2 If a purchase is returned and/or payment is cancelled,
SponsorKliks does not or no longer owes commission to the Partner for the
purchase concerned. Possibly already paid commission in this case must be
returned by the Partner to SponsorKliks.
In the case of partial returns, the commission for practically all online shops
lapses. The extra activity caused by return shipment to the online shop
means that the commission cannot be justified.
4.3 SponsorKliks provides the Partner with insight into how the commission to be paid to the Partner is composed
based on article 4.1 in conjunction with 4.2, each time that
payment of this occurs.
4.4 The commission conditions are announced per online shop on the SponsorKliks Website and may be subject to alterations. Mentioned percentages are calculated for the net purchase sum excluding other costs (such as shipment, reservation and administrative costs) and represent the commission to be paid
to SponsorKliks.
In the case that, for any reason whatsoever, commission already acknowledged to
SponsorKliks must be reversed or lowered, SponsorKliks related payment obligation as described in article 4.1
will lapse effective immediately
or will be lowered proportionally, also for the period that the alteration concerned has not yet been input on the Website by SponsorKliks. If
SponsorKliks has already met its payment obligation in the aforementioned case,
the Partner must return the related commission on grounds of
nullification of the payment.
SponsorKliks endeavours to announce changes to the commission conditions
on its Website as soon as possible by adjusting the
commission conditions.
4.5 SponsorKliks endeavours to include the online shops desired by Partners and/or Users
on its Website and to negotiate a commission for Partners that
is as high as possible.
4.6 SponsorKliks gives a Partner the opportunity to ban one or more specific
online shops and/or categories. If a Partner wishes
to make use of this, SponsorKliks will make sure that the online shop(s) and/or category(ies) concerned
for the Users of the Link of
Partners are not (or no longer) available.
Article 5 – Payment
5.1 Payment of the commission that SponsorKliks owes to the Partner based on article 4.1 in conjunction with
4.2 of the Partner Conditions, takes place in accordance with
articles 5.2 through 5.4 and 5.8 per month and directly on the bank account
stated by the Partner through the registration form mentioned in article 2.3 of the Partner Conditions
and that is registered as such at SponsorKliks.
All possible payment costs, with the exception of the administrative costs of
SponsorKliks, are to be paid by the Partner.
5.2 No payment will take place if the information of the Partner required for payment
is not known to SponsorKliks. If it is suspected that
the information required for payment is incorrect, no payment will take place until it can be established with certainty that the information is correct.
5.3 If the total commission owed by SponsorKliks to a Partner
for one month amounts to less than €50 (in words: fifty euros), no payment will take place in that month and the commission for this Partner will be (further)
saved. Payment will occur in the month in which the total
commission amount amounts to €50 (in words: fifty euros) or more.
5.4 SponsorKliks does not owe interest to the Partner.
5.5 SponsorKliks always has the right to settle that which is owed to the Partner with any amount that SponsorKliks can claim
from the partner for any reason.
5.6 In no way is a (legal) partnership or relation of employer to employee created
between SponsorKliks and the Partner or deemed to have
been created.
5.7 The Partner is responsible for the payment of any taxes owed on the grounds
of fiscal or social legislation and social charges concerning
payments made by SponsorKliks to the Partner. SponsorKliks
does not bear any responsibility regarding this.
5.8 Commission is paid excluding VAT. If the Partner owes VAT, it must
inform SponsorKliks of this. In that case, SponsorKliks will
announce the amount to be invoiced by SponsorKliks and the accompanying payment reference
by email to the Partner,
so Partner can invoice the matching VAT to SponsorKliks.
After receiving the VAT invoice provided with the
mentioned payment reference, SponsorKliks will pay the commission
including VAT to the Partner, as described in article 5.1.
Article 6 – Nullity SponsorKliks Partnership
6.1 If at any moment misuse or fraud is committed by the
Partner, for instance because the Partner has acted in violation of article 2.3 in conjunction with 2.4
of the Partner Conditions by (a) making unauthorised use of an identity or (b) unauthorised representation, the SponsorKliks Partnership (hereinafter: Partnership) will be considered null and void by SponsorKliks.
6.2 If article 6.1 of the Partner Conditions applies:
(a) all commission possibly received by the Partner of SponsorKliks
must be returned to SponsorKliks within a reasonable term; and
(b) all Partner’s rights to possibly owed commission by Sponsorkliks to
Partner lapse.
6.3 In case of nullity of the Partnership on the grounds of article 6.1, article 8.1
sub a through d of the Partnership Conditions apply accordingly.
Article 7 – Termination SponsorKliks Partnership
7.1 The Partner always has the right to terminate the Service effective
immediately. The Partner must announce this to SponsorKliks by email. The
moment when this email was sent, is considered as the moment of
termination of the Partnership as intended in article 8 of the Partner Conditions, unless SponsorKliks and the Partner have explicitly agreed otherwise.
7.2 Without prejudice to its other rights, SponsorKliks has the right to
terminate the Partnership effective immediately, for example in the following cases:
(a) the Partner acts in violation of the Partner Conditions or otherwise fails to
meet its obligations towards SponsorKliks;
(b) according to the judgement of SponsorKliks, the website of the Partner (potentially) violates
the public order or decency or could in any way be offensive or violent;
(c) Sponsorkliks is (could be) harmed by the Partnership in any
way; and/or
(d) the Partner acts illegally in that capacity towards SponsorKliks and/or
third parties, such as authors, publishers, producers and performing artists.
7.3 SponsorKliks informs the Partner of the termination of the
Partnership based on article 7.2 by email. The moment this email is sent is considered
to be the moment the Partnership is terminated
as intended in article 8 of the Partnership Conditions, unless SponsorKliks and the Partner
have expressly agreed otherwise.
7.4 The Partnership is deemed to have been terminated if:
(a) during 3 (in words: three) consecutive months not a single Successful Purchase was made
by Users of the Link of the Partner;
(b) no commission was paid by SponsorKliks to the Partner during a
year; or
(c) the Service is no longer granted because the SponsorKliks Partner Programme
(hereinafter: Partner Programme) has been cancelled.
Article 8 – Consequences of Termination SponsorKliks Partnership
8.1 If the Partnership has been terminated or deemed to have been terminated for any
reason whatsoever:
(a) the Partner must immediately stop publishing the Link via the Internet made available to
him or her on the grounds of article 3.1 of the
Partner Conditions;
(b) SponsorKliks has the right to break the Link made available to the Partner
on the grounds of article 3.1;
(c) SponsorKliks has the right to block the Partner’s access to the SponsorKliks
Website;
(d) the Partner no longer has the right to use the name SponsorKliks and the (other)
brands, logos and other distinctive marks of SponsorKliks in agreement with that which has been determined in articles 3.6 and 3.7 of the Partner
Conditions; and
(e) the Partner can no longer lay claim to commission on the grounds of article
4.1 in conjunction with 4.2 of the Partner Conditions, with the exception of commission concerning
Successful Purchases that are made by Users of the Link of Partner
before the Partnership was terminated or was deemed to have been terminated,
where the total owed commission of less than €50 (in words: fifty euros) is not paid by SponsorKliks to
a Partner. If the total commission owed by SponsorKliks to the Partner
concerning Successful Purchases were made by the Users of the Link of
Partner before the Partnership was terminated or was
deemed to have been terminated amounted to less than €50 (in words: fifty euros),
SponsorKliks’ obligation to pay the commission concerned lapses and
all the Partner’s rights concerning payment lapse.
8.2 Without prejudice to that which has been determined in article 8.1 sub e and article 9 of the Partner Conditions, SponsorKliks and the Partner cannot lay claim to any compensation by the other party related to the termination of the Partnership and they hereby waive any right to any (damage) compensation.
Article 9 – Liability
9.1 The Partner is fully responsible and liable for his or her use,
the development and maintenance, the functioning and contents of his or her
website and all (other) documents (such as advertisements and emails) that
include a Link. The Partner indemnifies SponsorKliks against all related claims.
9.2 Unless in case of SponsorKliks’ intent and/or gross fault, SponsorKliks is not liable for any damage and/or expenses of the Partner related to
participation in the Partner Programme, such as – but not limited to – damage
and/or expenses resulting from the improper functioning of the SponsorKliks
Website, technical failures, etc.
9.3 SponsorKliks is not liable for any damage and/or expenses arising
due to actions or failure to act of online shops accessible through its Website or
representatives of online shops, such as – but not limited to – damage and/or
expenses arising due to the improper functioning of their online shops, technical
failures, mistakes or inaccuracies in messages, the rejection of a purchase,
etc. SponsorKliks is also not responsible and liable for the contents of
their websites.
9.4 The Partner is fully responsible and liable for any kind of damage
and/or expenses arising through mistakes and inaccuracies mentioned in article 2.3 of the Partner Conditions and the registration form filled in by Partner. Within this framework,
mistakes and inaccuracies also refer to the Partner failing to
(timely) inform SponsorKliks of changes. The Partner indemnifies SponsorKliks against all
related claims.
9.5 SponsorKliks is not liable for any damage and/or expenses arising
through misuse and/or fraud committed by the Partner, for instance because the
Partner acts in violation of article 2.3 in conjunction with 2.4 of the Partner Conditions by (a) making
unauthorised use of a or another person’s identity or (b) is represented by
an unauthorised person.
9.6 Following article 5.7 of the Partner Conditions, the Partner guarantees that
all obligations based on fiscal and social legislation are met and
indemnifies SponsorKliks concerning all related claims.
9.7 The Service is created and granted with the utmost care. Should any mistakes or errors
occur in the messages from SponsorKliks, SponsorKliks cannot
be held liable for any damage and/or expenses
arising from apparent mistakes and inaccuracies.
Article 10 – Miscellaneous
10.1 The Partner will never pose as an agent or representative of
SponsorKliks and will specifically not make any promises or enter into any obligations for or on behalf of SponsorKliks.
10.2 The Partner does not have the right to transfer (part of) his or her Partnership to
a third party, unless SponsorKliks has given its written consent
for this.
10.3 Sponsorkliks always has the right to change the Partner Conditions.
The Partner will be kept informed of this electronically. In case the
altered Partner Conditions are not acceptable to the Partner, the Partner
has the right to terminate the Partnership in conformity with article 7.1 of the Partner Conditions. If the Partner does not terminate the Partnership within 10 (in words: ten) days
after the aforementioned announcement, the Partner
is deemed to have accepted the altered Partner Conditions.
10.4 If one or multiple provisions of these Partner Conditions turn out to be partly or completely
null and void at any time or must be destroyed, the
remaining provisions in the Partner Conditions remain fully applicable.
SponsorKliks will then change the provision(s) concerned such that these are in agreement with the applicable law, where the goal and intention
of the original provision(s) are considered as much as possible.
10.5 If a situation occurs between SponsorKliks and the Partner that is not provided for
in the Partner Conditions, this situation must be judged
in the spirit of the Partner Conditions.
10.6 If SponsorKliks does not always demand strict compliance with the Partner Conditions,
this does not mean that the provisions of these do not apply, or
that SponsorKliks would in any way lose the right to demand strict
compliance with the provisions of the Partner Conditions in other cases.
10.7 The Partner is not allowed to advertise with the names of
participating shops in online search engines.
Article 11 – Applicable Law and Competent Court
11.1 The Partner Conditions and the Partnership are exclusively governed by
the Dutch Law and disputes will be exclusively presented to
the competent court in Haarlem (NL).