Terms and Conditions
Terms and Conditions for Affiliates
- Affiliate Network
- The community of affiliates and merchants, connected and supported by the software on this website.
- Vendexo Affiliate Network System or Affiliate Platform or The Service or The System or VAN
- The software which enables affiliates to refer/direct visitors to the websites of the merchants. The software tracks impressions, clicks, visits, and any resulting goals (e.g. leads or registrations) and sales (within a specific period following the referral) resulting from such referrals. The software enables merchants to give a commission to the affiliates for such referrals. It enables the merchants and affiliates to view certain statistics regarding the numbers of referrals and the amounts of commissions over specified time periods.
- Referral Action (Referral)
- This refers to either an Impression, a Click-through, a Visit, a Goal, or a Sale as a result of a person clicking on a link controlled by the affiliate, and being redirected to a merchant's website.
- An impression occurs when a merchant's ad is rendered onto a page requested by a web client, e.g. someone browsing a website.
- This event occurs when a person clicks on an affiliate-controlled link (e.g. an ad) and is redirected (through the Affiliate Network System) to a merchant's website.
- A Visit is a particular type of click-through event. Where a person clicks on the affiliate-controlled link multiple times within a 30 minute period, only one Visit is recorded, though multiple Clicks are recorded. A click will only be recorded as a Visit if no previous click on a link with the same hyperlink address occurred within the previous 30 minutes.
- A Goal is where the visitor, who was referred to the merchant's site by an affiliate link, engages with the Merchant's website in some way which the Merchant deems significant and of value (e.g. provides some contact details on the merchant's site, registers for some service, requests some information or signs up for a newsletter).
- A Sale occurs where the visitor, who was referred to the merchant's site by an affiliate link, makes a purchase from that merchant that is trackable by the Affiliate Network System.
- Affiliate Program
- A virtual vehicle created by a Merchant to reward other people or businesses with Fees and/or Sales Commissions for promoting the Merchant's business, online shop, products and/or services.
- A person or business which attracts web traffic to its own websites, blogs etc. and which sends legitimate traffic (via the Affiliate Network System) to the merchant's website and who receives a commission from the merchant for Referral Actions.
- A business which operates a website (typically an online shop/store), and uses the help of affiliates to drive visitors (web traffic) to its website. The business is prepared to pay a commission to the affiliates for Referral Actions.
- Referral Fee or Commission
- The financial amount which a Merchant agrees to pay to an Affiliate for a Referral Action. The Referral Fee for a Click-through, Visit or Goal is a flat fee, whereas for Sales it can be a combination of a flat fee plus a percentage of the order amount, or a percentage of the month's sales referred by the affiliate.
- Void or Cancellation
- A Referral Action may be marked as Void by a merchant if, for a Sale, the order was cancelled by the buyer or the goods were returned, or if it is discovered that the Referral Action is fraudulent. No Referral Fee (Commission) is payable for Referral Actions marked as Void.
- The Affiliate Network System maintains a financial account for each Merchant and Affiliate. Merchants are required to deposit funds into this account and maintain a minimum balance. Amounts are withdrawn from the merchant's account to pay Referral Fees and for use of the The Service. An Affiliate's account is used to receive Referral Fees, and when The Service makes a Payment to the Affiliate, that amount is withdrwan from the Affiliate's Account. Merchants and Affiliates can check the balance in their Accounts by logging into The Service.
- Affiliate Link or Ad Link URL
- This is the hyperlink URL (website address) which causes the user's web brower to navigate to the shop/website associated with the Affiliate Program (and possibly to a specific landing page on that website) via the Vendexo Affiliate Network System which records the click event and places a Tracking Cookie on the visitor's browser before the visitor is redirected to the target landing page. The Link includes the identifying code of the referring Affiliate and the identifying code of either the Affiliate Program (shop) or a specific Ad with which it is associated. When an Affiliate Link URL is clicked, the system will then be able to know the landing page to direct the user's browser's towards and which Affiliate to credit with the Click/Visit and with any subsequent Goal or Sale.
- An advertisement, which can be rendered in a particular HTML markup form, such as text, image, a button or a hyperlink, and which has an associated Link URL (for tracking purposes) and Target URL (the landing page on the shopping site). It is uniquely identified (by a Code), belongs to an Ad Campaign, which in turn belongs to a particular Affiliate Program and thereby to a particular Merchant. Merchants are required to create one or Ads using The System, and Affiliates can then copy the markup and paste it into the locations where their visitors will be able to click on them.
- Ad Target URL or Landing Page
- The address or URL of the web page shown when a visitor clicks on an Ad, after redirecting through The System.
- Ad Campaign
- An Ad Campaign is used to embody the concept of targeting a particular market with a particular message, and being able to measure the performance/outcome of that campaign in terms of sales and return on investment. A number of Ads can be created within an Ad Campaign to try to deliver that message.
- Payment (or Payout)
- This refers to a monetary amount paid to an Affiliate from their Account on The System.
- Payment Date
- The day of the month when Payments are issued to Affiliates each of whose Account balance is at or above the minimum required level to qualify for Payment. This is currently the 22nd day of the month.
- Pending Period
- This is the period of time between the date of occurence of a Referral Action and the Payment Date on which the corresponding Referral Fee is paid. At a minimum the Payment Date will be in the month following the date of the Referral Action. Therefore the minimum Pending Period is 21 days. This period gives the merchant time to Void the Referral Action should a Sale be cancelled or the goods returned by the purchaser, or should payment fail to complete. A Merchant may request that this minimum period be extended, if necessary.
- Tracking Code (Tracker)
- Software installed on the Merchant's computer/e-commerce system which notifies the Vendexo Affiliate Network System that a sale or Goal has occurred. The notification includes information to enable The System to calculate the Referral Fee or Commission due, if any, should The System determine that the sale or Goal was as a result of a Referral.
- Tracking Cookie
- A small piece of data sent from The Server to the visitor's web browser and used, if and whenever a subsequent Referral Action occurs, to determine which affiliate referred the visitor. It does not contain any personally identifyable information. A tracking cookie has a limited lifetime, as specified by the merchant for his/her Affiliate Program.
An affiliate can obtain the HTML markup for Ads from The System, and place it into locations under their control. The following restrictions on Ad and Affiliate Link placement apply:
- Ads and/or Affiliate Links may be placed in websites controlled by the Affiliate, including blogs.
- An Affiliate may include Ads and/or Affiliate Links in e-mails, but only to recipients who have agreed (e.g. subscribed) to and wish to receive such e-mails. Such e-mails must include accurate sender (From) and subject lines, must include a functioning opt-out link and must not contain false or misleading information. Recipients who choose to opt-out must be promptly removed from the distribution list.
- It is expressly FORBIDDEN to include Ads and/or Affiliate Links in unsolicited/junk/SPAM e-mails.
- Ads and/or Affiliate Links may not be placed in a context containing 'adult', pornographic, hate, or incitement to hate content.
- Ads and/or Affiliate Links may not be included in postings to discussion boards, forums, chat rooms, guest books etc.
- Ads and/or Affiliate Links may not be used by any ad-ware programs, or programs that open pop-up/pop-up-under windows.
- Ads and/or Affiliate Links may not contain, refer to, or be placed with content which makes false claims, or claims which cannot be substantianted, about the product or service being promoted.
- Neither Ad Links nor Affiliate Links may be used with HTML frames or iframes as this can lead to false Click-throughs.
The essence of it is: The placement of Ads and/or Affiliate Links must not bring The Service or the brand/image of any participating Merchant into disrepute, even by association. Furthermore, Referrals/Click-throughs must not be faked or fraudulently generated. Thank you for respecting these points. Remember, if you violate these conditions, your account will be terminated!
- Vendexo may rely upon and treat as genuine any notice or instruction which may reasonably be believed to have come from you or to have been authorised by you.
- You shall promptly inform Vendexo of any known or suspected unauthorised access or use of your Account, or any loss or theft of your username or password. You are responsible for maintaining the confidentiality of your username and password.
- You agree that Vendexo may contact you and send you e-mails from time to time.
- Do not click on the Ads you place on your website etc. with a view to obtaining a Referral Fee. This is called self-referral. You will not be paid a Referral fee for Clicks, Visits or Goals (e.g. leads and registrations) if they are self-referrals. Merchants can decide whether to pay you a Sale Referral fee if you self-refer and place an order.
- Do not attempt to create false, fraudulent or artifical referrals/Click-throughs, regardless of method. Fraud is treated VERY SERIOUSLY and will result in account termination, loss of any balance in the Affiliate Account, and reporting to the apropriate authorities with possible criminal prosecution.
- Affiliates may not make use of The System to discover or identify Merchants and then entice them away to another Affiliate Program or referral system operated by the Affiliates themselves, a Merchant or any third party.
- The Affiliate accepts that the Merchant may delete or disable an Ad at any time, and that the Affiliate is responsible to periodically check the validity of Ads that they have placed.
- The Affiliate accepts that Merchants may change the Referral fees that they choose to pay for the various Referral Actions and other Affiliate Program settings, at any time.
The Affiliate agrees to always clearly disclose the existence of an affiliate relationship with The Merchant or product/service advertiser when providing an endorsement, testimonial or recommendation for a product or service promoted through The Service. The placement and presentation of such a disclosure must be such that the reader of the endorsement, testimonial or recommendation could be reasonably expected to be able to see and read the associated disclosure.
- You may not have more than one Affiliate account.
- As part of signing up as an Affiliate, you will be asked to provide your name and contact details. The address you provide must be your physical address, and not some forwarding office in another country or region. The name you provide must be your real name. All registration information must be complete, accurate and up-to-date. Impersonation is considered fraud.
- You will also be asked to select a trading currency, which determines the currency in which your payments will be made. You will be asked to supply the addresses (URLs) of the websites which you control, and the categories of goods/services applicable to each such website.
- An information page (which you can edit once logged in, via the 'Settings' menu item) can contain this website information. Its purpose is to provide a page about you which Merchants can use to learn more about you, and they may use this when deciding whether to accept any request you may make to them to establish an affiliate relationship.
- If you are registered for Value Added Tax (VAT), you can enter your VAT number when signing up. This can influence how VAT is charged/not charged on Referral Fees. You may not enter a VAT number that is not yours. Checks will be made, and your account will be terminated if fraud is detected.
- Submitted sign-up forms will be reviewed by our staff. Acceptance is not guaranteed. You will be informed of the acceptance/denial of your sign-up request by e-mail.
- Following signup approval the Affiliate may seek out the Affiliate Programs (shops) of Merchants which offer products and services of interest. Each Affiliate Program provides an information page describing itself, and where the Referral Fees and Commission rates, Tracking Cookie lifetime and minimum Pending Period values are shown. An Affiliate may make a request (using a facility offered by The System) to the Merchant to join the shop's Affiliate Program. This request will be either approved or denied by the Merchant, and The System will send an e-mail with this outcome to the Affiliate.
- If the Merchant approves the Affiliate's request, the Affiliate will be enabled to access a page listing the shop's Ads, and from where the Affiliate can obtain the Ad's HTML markup for placement.
Payments (or Payouts)
- For the convenience of both Merchants and Affiliates, all of an Affiliate's Referral fees, over all Merchants are summed and deposited to the Affiliate's Account. To avoid issuing payments for very small amounts, the sum must be greater than or equal to a defined minimum amount, which may vary by Affiliate currency and payment method. This minimum amount will be approximately €50 or equivalent in other currencies, for bank to bank transfers. On the monthly Payment Date, payment will be issued to the Affiliate if the Account Balance is greater than or equal to this minimum amount. Otherwise it will be retained in the Affiliate's Account and carried over until the next payment date.
- Certain payment methods/processors may levy a charge to perform the funds transfer, and the Affiliate agrees to have this charge deducted from the payment amount.
- Neither Vendexo, nor any of its staff, agents or partners, shall be held liable for any Payments which fail to arrive to the Affiliate where such failure is due to the Affiliate providing incorrect or incomplete payment details (e.g. bank details, addresses, sort codes, account numbers etc.)
- Typically, Referral Fees earned in one calendar month are deposited to the Affiliate's Account and paid out on the Payment Date (see above) of the following month.
- Interest is not payable on balances held in the Affiliate's Account.
- During the period of time between a Referral Action (e.g. a Sale) occurring and the corresponding Payment Date (known as the Pending Period) the Merchant may Void the Referral Action. This could occur in circumstances where an order was cancelled, returned by the customer, or where payment was not completed. Affiliates receive no Referral Fee/Commission for voided Referral Actions.
- In circumstances where a Merchant has insufficent funds in his/her Account to cover Referral Fees and Commissions, Vendexo reserves the right to void Referral Actions involving said Merchant.
- Merchants may request that this Pending Period be extended, so that the Payment Date for Referral Actions may not be the following month but some later month.
- The System uses Tracking Cookies to associate a Goal or Sale with the earlier Visit or Click-through event. Tracking Cookies have a limited lifetime (as determined by the Merchant). If the visitor makes a purchase from the merchant's shop after the cookie has expired, then no Referral Fee is payable for the Sale.
- The referral fee paid for any sale may be capped such that it does not exceed the value of the sale.
- The System is 'Free to use' for Affiliates. At no time is an Affiliate required to send money to Vendexo for the use of The System as an Affiliate.
Ownership and Copyright
The ownership and copyright of all content, design and trademarks of any and all Ads provided by a Merchant via The System remains with the Merchant. The Merchant grants to their approved Affiliates, permission to use such Ads only for the purpose of Referral as described in these Terms and Conditions. Such right to use expires when the respective Ad campaign finishes, or if the Merchant removes the Affiliate from the Merchant's list of approved Affiliates, or if the Affiliate's Account is terminated, whichever occurs sooner.
Third Party Websites
Vendexo is not responsible, and does not offer any representation for the content of any website which is maintained by a third party and which is accessible through The Service.
An Account is considered dormant if an Affiliate does not login to his/her Account on The System for a period of 12 months or more, or the Account has generated no Referral Fee/Commission for a period of 12 months or more. In order to keep The System working efficiently, such Accounts, being inactive, unproductive or neglected, will be deactivated and removed. A monthly levy of €20 (or equivalent in the currency of the Account), or an amount equating to the value of the Account balance if that balance is below €20 (or equivalent), will be applied to the Dormant Account while the balance exceeds zero. If the Account remains Dormant and the balance drops to zero the Account will be deactivated.
Consent to Promote
- An Affiliate can request deactivation of his/her Account (and thereby termination of agreement to these Terms and Conditions) at any time by contacting Vendexo, in writing, requesting such termination.
- If the balance in the Affiliate's Account together with Referral Fees due exceeds the minimum amount for a Payment, it is recommended that the Affiliate wait until after the next Payment Date before requesting such termination, since the amount in the Affiliate Account is forfeited when the Account is terminated.
- An Affiliate is also deemed to be requesting termination of his/her account by allowing it to become a Dormant Account (see previous paragraph).
- Vendexo may immediately deactivate the Account (and thereby terminate any agreement with the Affiliate under these Terms and Conditions) of any Affiliate who violates these Terms and Conditions. Any balance in the Affiliate's Account shall be forfeited.
Vendexo may change these Terms and Conditions from to time. The latest version always applies to all Affiliates, even to Affiliates who signed up while an earlier version was in force.
Vendexo may change, evolve, add to, remove or replace, in part or in whole The Service at any time. Significant and material changes will be notified to Affiliates either by e-mail or by a notice on The System's website. Affiliates who are unhappy with such changes are free to withdraw from The Service (see 'Termination' above).
General User Terms and Conditions
Applies to: All users of the vendexo.com website.
Vendexo expects its users to behave in a responsible manner in order to maintain system integrity and availability for the benefit of all users.
When you use any of Vendexo's services, in any form, you automatically accept and agree to the following terms and conditions.
Extra terms and conditions may apply depending on the Vendexo services you sign up to, and you are required to accept and adhere each and all of them.
These terms and conditions may be updated from time to time, with the latest version being available from here.
Users hereby agree to keep cognisant of the current terms and conditions by viewing them at the indicated website from time to time.
Vendexo reserves to right to suspend or cancel a user's access to any or all services it provides if it decides that it has been used inappropriately or not. Specifically:
- Lawful purposes: The system will be used for lawful and legitimate purposes only.
- No pornographic or offensive content is to be submitted/uploaded.
- No offence: Text entered by users into the system together with images and other media files must not contain offensive or defamatory material, nor should it contain references or hyperlinks to such material.
- No SPAM: Users will not use this system for sending unsolicited e-mails.
- No unauthorized use of other people's accounts.
- No attempt will be made to corrupt data or system integrity.
- No attempt will be made to overload or flood the system with requests or jobs thereby threatening to, or actually causing denial of service to other users.
- Fair usage: Reasonable and fair use of system resources.
The website may be inaccessible at certain times due to maintenance or fault. Neither Vendexo nor its partners or agents shall be liable for any losses incurring to users of its services during such outages.
- The services offered by Vendexo are provided on an "as is" basis, and no representations or warranties of completeness, merchantability or suitability for any purpose are made, save as required by the laws of the Republic of Ireland. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. Price and availability information is subject to change without notice.
- Vendexo cannot be held responsible for the quality, fitness for purpose etc. of products or services sold by merchants using this service. It also cannot be held responsible for the inability of the merchant to supply ordered goods or services.
- Users of the services provided by this website agree to to defend,
indemnify, save and hold harmless from any
and all demands, liabilities, losses, costs and claims, including legal fees
levied against us, our agents, our customers, officers and employees that may
arise or result from any service provided or performed, or agreed to be performed
or any product sold by the user (be he/she an individual, a business or other entity)
the user's agents, employees or assigns. The user
agrees to defend, indemnify and hold us harmless against liabilities arising out of:
- any injury to person or property caused by any product or service sold or otherwise distributed in connection with our service;
- any material supplied by the user infringing or allegedly infringing on the proprietary rights of a third party;
- copyright infringement and
- any defective products sold to customers using our service.
Vendexo may cancel a user's access to system services at any time for any of the following reasons:
- The User has breached any provision of these Terms and Conditions, or has acted in a manner which shows that he/she does not intend to or is unable to comply with them.
- Vendexo is required by law to do so. For example, the provision of Vendexo service to the User is or becomes unlawful, or if the User is using, or intends to use, the services provided in an unlawful way or to support unlawful activities.
- For operational reasons Vendexo is withdrawing the provision of its services from the country or region where the User is located.
- Where, in Vendexo's opinion, the provision of services to the User is no longer commercially viable.
Neither Party shall be liable for, or be considered in breach of these Terms and Conditions on account of any delay or failure to perform as required by these Terms and Conditions as a result of any causes or conditions which are beyond the Party's reasonable control, including but not limited to: acts of God, acts of government, strikes, or war, and which the Party is unable to overcome by the exercise of reasonable diligence.
Disputes and Juristiction
If a dispute should arise between Vendexo and You, which cannot be resolved by the two Parties together, both parties agree to try to reach a resolution via independent arbitration prior to taking legal action. If arbitration is unsuccessful, then the laws and legal system of the Republic of Ireland will apply.