Affiliate Terms and Conditions
- This is an Affiliate Agreement between www.plusnutrition.com.au (hereinafter referred to as plusnutrition “we” or “us”) and you. By becoming an Affiliate and linking to our website you accept the following terms and conditions.
- You register as an affiliate by completing the online form. By confirming your registration on that form you agree to be bound by all the terms and conditions set out in this Agreement.
- This Agreement covers only our affiliate program. When using our site or buying our services, you will be subject to our standard terms and conditions.
- Outline of Agreement
4.1. plus nutrition australia pty ltd is a company registered in Australia under company registration number: ABN 34 627 135 960 .
4.2. plusnutrition provides nutrition and sports supplements.
4.3. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
|“Affiliate”||“Affiliate” means a Visitor who joins our Affiliate Program direct from Your Site. It also includes you.|
|“Affiliate Program”||“Affiliate Program” means the management system and software through which we operate.|
|“Affiliate Tools”||“Affiliate Tools” means any material in any medium supplied by us for use by you in promoting the services/products or linking to our Site.|
|“Commission Period”||“Commission Period” means the period starting on the date a Visitor becomes a Tagged Visitor.|
|“Commission”||Means the money paid by us to you under the terms of the Agreement and includes Upper Level Commission.|
|“Intellectual Property”||“Intellectual Property” means our intellectual property which we use in connection with Our Site.|
|“Level Two” and “Level Three”||refer to affiliates themselves or commission payments from sales made by Us as a result not of introductions direct from Your Website but other affiliates who themselves were introduced from Your Website and, at Level Three, sales as a result of introductions by Level Two affiliates.|
|“Member/Customer”||“Member / Customer” means a Visitor who pays us for services/products.|
|“Our Site”||means www.plusnutrition.com.au|
|“Pay Day”||“Pay Day” means the day each month on or before which we shall have paid Commission due to you.|
|“Reports”||“Reports” means the reports automatically prepared on Our Site for the purpose of providing to you statistics relating to Tagged Visitors and sales.|
|“Tagged Visitor”||“Tagged Visitor” means a Visitor who at any time is recorded by us as having reached Our Site directly by way of a link from Your Site and with the intention of visiting Our Site.|
|“Upper Level Commission”||“Upper Level Commission” means the overriding commission calculated as a percentage of gross sales after before of value added tax at Level Two and Level Three.|
|“Visitor”||“Visitor” means a Visitor who visits Our Site.|
|“Your Site”||“Your Site” means the site on which you place one or more links to Our Site and through which we tag Visitors from you.|
4.4. You agree to promote and link to Fingerprint Locks homepage using the links and linking codes provided by Fingerprint Locks.
4.5. You acknowledge that Fingerprint Locks makes no representations concerning the volume of sales that will be generated through the site.
- Contract Period
5.1. This Agreement shall continue until terminated:
5.1.1 by either party giving one month’s written notice; or
5.1.2 immediately by us if we decide (in our sole discretion) that Your Site is or has become unsuitable. Unsuitable sites may include those that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, or sexual orientation; promote illegal activities, or violate intellectual property rights. If we terminate the Agreement under this paragraph we do not have to give you any reason; or
5.1.3 immediately by either of us if the other commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it.
- Upon Termination
6.1. You will remain entitled to all Commissions earned on or before the date of termination.
6.2 All rights and licenses granted to you under this Agreement shall immediately terminate.
6.3 You will immediately stop using the Affiliate Tools and any other promotional materials and (where applicable) will remove them Your Site.
6.4 You will immediately return to us all copies of all confidential information in your possession and will cease to use the Intellectual Property.
6.5 All claims or actions that one party has against the other shall remain intact despite termination.
6.6 If at any time any person makes a claim against us in respect of activity undertaken by you or through your website, we may deduct the amount of that claim from any payment otherwise due to you until the dispute has been resolved.
- Branding and Linking
7.1 You agree not to register any website address similarly spelt or deliberately mis-spelt to plusnutrition.
7.2 You agree to use the suggested text and graphic links supplied by plusnutrition.
7.3 plusnutrition will supply you with your individual linking codes to identify and assign sales generated by your site.
7.4 You will not create, publish, distribute or permit any written material that makes reference to us without first having obtained our written consent.
7.5 You agree that you will not without our prior approval in writing use any written or other means of promoting referrals to us except the material comprising Affiliate Tools or promotions supplied by us.
7.6 Affiliate Tools consisting of text may be changed with our permission. Tools comprising graphics may not be changed.
7.7 We are under no obligation to provide additional marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any material on Your Site.
7.8 You are responsible for the correct formatting and presentation of the dynamic links to Our Site through which Commission will be recorded.
- Loss or Interruption of Service
8.1 We are not liable to you for loss of business arising from any interruption to our service or technical problem with our website.
8.2 In the event of system failure, loss of access or deterioration in service the defaulting party shall take all reasonable steps to restore or rectify the service. The non-defaulting party shall not be entitled to any form of compensation.
- Commission Payments
9.1 The Commission rate is 10%. Pay Day is the 1st day of the month.
9.2 plusnutrition will pay Commission owed on the Pay Day in respect of all Commission credited in the previous month.
9.3 Commission is calculated as a percentage of the net receipts arising from first sales before deduction of GST and associated charges made by plusnutrition.
9.4 plusnutrition will not pay Commission on purchases made by you, whether these purchases are for your personal or business use.
9.5 Commission is calculated in Australian Dollars. The rate of exchange is taken at the date of payment to you.
9.6 At your request we will make payment to any bank account in your name in any currency, subject to payment by you of all costs associated with the payment.
9.7 If the amount due to you is less than AU$50 in any month, the amount due will be carried forward to the following month repeatedly until the cumulative amount due exceeds AU$50.
9.8 Commission shall not be payable in respect of a Visitor who is first referred by us as having reached Our Site from a website owned by some other person than you.
9.9 Commission will not normally be payable on sums received other than through Our Site.
9.10 If in our discretion, we believe that some person has interfered with the fair operation of our Affiliate Program, we may withhold payment of Commission.
- Merchant Tracking and Reports
10.1 We undertake to set up our Affiliate Program so as to:
10.1.1 to identity all the referred Visitors from Your Site;
10.1.2 record all sales made from referred Visitors within the Commission Period;
10.1.3 record the cumulative amount of Commission due to you for any time period you choose;
10.1.4 record the history of payments of Commission made to you;
10.1.5 provide the Reports;
10.1.6 provide password protected access to you to the Reports.
10.2 We shall be solely responsible for order and payment processing, cancellations and refund processing, and all Customer services even when the link to Our Site is a co-branded page on Your Site.
10.3 All personal information about Customers collected by us is owned solely and exclusively by us.
- Security Refunds and Charge-backs
11.1 In the event that any transaction is charged-back to plusnutrition We will deduct the associated Commission payable to you, either during the same month that the charge-back is made or from the amount of any subsequent month. plusnutrition shall also inform you of this charge-back and the reason for it.
11.2 If the number of charge-backs exceeds a reasonable level as against the actual total number of Transactions originating through your website, (whether caused by customer mistake or by fraud) plusnutrition reserves the right to terminate this Agreement immediately on written notice.
- Intellectual Property Rights
12.1 plusnutrition grants to you a non-exclusive, non-transferable licence, during the term of this Agreement, to use the Intellectual Property solely to promote plusnutrition while this Agreement lasts.
12.2 This license cannot be sub-licensed, assigned or otherwise transferred by you.
12.3 You agree that you will not do or omit any action that has the result of prejudicing or damaging the Intellectual Property.
12.4 You shall not make any claim to plusnutrition content or services during or after the expiry of this Agreement.
12.5 You shall not make any claim to plusnutrition trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
12.6 On the expiry of this Agreement you agree to immediately cease use of such Intellectual Property.
13.1 You are aware that in the course of working under the terms of this Agreement you may have access to or happen to learn information about our Customers, our business, our way of doing business, our technology and all of our dealings, transactions and affairs. All this information is strictly confidential.
13.2 You undertake that you will not divulge to any person whatever or otherwise make use of (and shall use your best endeavors to prevent the publication or disclosure of) any confidential information.
- Limitation of Liability
14.1 You agree that we are not liable to you in any circumstances for any sum of money except the Commission due under this Agreement. But if, and only if, in any jurisdiction, this sub-paragraph is deemed to be void, then the following sub-paragraphs shall apply in its place.
14.2 The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:
14.2.1 any breach of our contractual obligations arising under this Agreement; and
14.2.2 any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement.
14.3 Any act or omission on our part falling within this paragraph shall be known as an ‘Event of Default’.
14.4 Our entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Commission paid or payable by us under this Agreement for the last previous one year.
14.5 We shall not be liable to you in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring it.
14.6 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this Agreement.
14.7 You agree to give us not less than 28 days in which to remedy any Event of Default.
14.8 Nothing in this paragraph shall give you any right or remedy to which you would not otherwise be legally entitled.
14.9 We shall not be liable to you for loss arising from or in connection with any representations Agreements statements or undertakings we may have made prior to the date of this Agreement.
15.1 You agree to indemnify us against all costs claims and expense arising directly or indirectly from:
15.1.1 any claim representation or warranty made by you in connection with us; or
15.1.2 your failure to comply with the law of any country; or
15.1.3 the posting by you of any content on Your Site; or
15.1.4 the sending by you of any messages from your site which are of an objectionable nature whether or not you define them as “spam”; or
15.1.5 any use of Your Site for a purpose forbidden by this Agreement;
- Your Website
16.1 You are solely responsible for development, implementation, operation and maintenance of your website, including the content of your website. You will indemnify plusnutrition with regard to all claims, damages and expenses, (including legal fees) regarding the development, implementation, operation and maintenance of your website, including the content of your website.
17.1 If you send any form of spam we shall consider terminating your account immediately. Any money due by us to any third party on account of messages sent by you immediately becomes a debt due by you to us.
18.1 You may not assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior written consent of plusnutrition.
- Joint Venture or Partnership
19.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties.
21.1 Any notice to be served on either of us by the other shall be sent by e-mail to the last known e-mail address of the other and is deemed to have been properly sent without proof of receipt.
22.1 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
22.2 plusnutrition reserves the right to alter the terms of this Agreement at any time and will post the amended agreement on our website. Continued participation in plusnutrition affiliate program after any such change indicates your acceptance of the change.
23.1 This Agreement shall be interpreted, construed and enforced in accordance with Australian Law and shall be subject to the exclusive jurisdiction of the Australian Courts.