(1) These Terms and Conditions define the contractual relationship between the provider of this affiliate program (the "Provider"), the website and content provider (the "Webmaster"), the end user (the "Customer") and the affiliate (the "Affiliate") for the usage of this affiliate program (the "System").
(2) These Terms and Conditions, as well as all modifications thereto, can be viewed or printed out at any time in the internet on the Provider's homepage. References by the Affiliate to his own Terms and Conditions cannot be taken into consideration.
(3) The Provider retains the right to modify these Terms and Conditions or to discontinue the System partly or wholly. This is especially significant when alterations to compulsive statutory regulations, alterations in internet-related regulations or structural alterations make such modifications necessary. The Affiliate will be informed of such modifications at the "News" section of the statistics area. The modifications are assumed to be approved and accepted if the Affiliate does not object or express disagreement with the modification via postal or electronic mail. When informing the Affiliate of such modifications, a specific reminder as to these consequences will be included. The Affiliate must register his objection within one month after being informed of such modifications. When the Affiliate refuses to accept the new Terms and Conditions, the Provider maintains the right to terminate the Affiliate's contract.
2. Specification of Services
(1) The Provider has developed a dynamic currency conversion system which makes it possible for Webmasters of internet content and/or services to process payments made by their individual Customers. Webmasters can install so-called Affiliate Programs in a promotional marketing network in which interested persons or firms can register as Affiliates.
(2) Through the use of special link codes provided by the Provider or Webmaster, the Affiliate can advertise the web pages installed in the system, in order to receive commission for referred Customer registrations.
(3) The respective complete and updated functional range of the System can be called from the Provider's web pages at any time.
(4) The Provider offers support service on Monday through Friday during normal business hours via telephone, email or facsimile. Error reports can be sent to en@eurobill.com at any time of the day or night.
(5) The System provides Affiliates with statistical data in digital form, such as reports on their sales volume. This data can be accessed in the internet via a username and a password.
(6) All server and system components of the System are operated in a technically secure computer network. Data configured by the Webmaster is stored using state-of-the-art technology. The Provider generally performs maintenance on the System during the night.
3. Purchasing claims from the Webmaster and clearing with the Affiliate
(1) The Provider purchases Webmaster claims which have been procured by Customers whose payments are based upon and processed as transactions by the System.
(2) The Webmaster carries the risk of the Customer's insolvency for all claims purchased. This illiquid state is considered to be present when the Customer is not capable of fulfilling his monetary responsibility in due form and time. In this case no commission claim against the Affiliate is present.
(3) The Webmaster must ensure that claims thus conferred do indeed exist, are transferable and not afflicted with exceptions or limitations, and that they have not been subsequently altered regarding their judicial constancy and content, that there has been no refutation or summation with intent of expiration or forfeiture, that no cancellation or possible disclaimer on the part of the customer in accordance with distant selling regulations or consumer credit contracts or voiding are present, or that the services and/or data provided to the customer do not fulfill contractual commitments, permitting claims for reduction, cancellation, compensation due to non-fulfillment or additional delivery, or the assertion of right of retention. This liability on the part of the Webmaster is indisputably assumed if the customer's bank or credit card institution returns a debit or credit note resulting from an associated payment transaction, or declares such a note to be irredeemable.
(4) In such cases of liability, Provider maintains the right to rescind - immediately or at any previous or subsequent point in time - from the sales agreement when a return debit is received from a bank or credit card institution. In this case no commission claim against the Affiliate is present.
(5) In cases where the regulations of distant selling contracts are applied and a customer exercises his right of withdrawal after a settlement between Provider and the Webmaster, Provider will reimburse the Customer's payment and collect amounts accumulated from such refunds from the Webmaster at the end of the current settlement period, providing that Provider has fulfilled the Webmaster's reimbursement claim by this time. In this case, a rescission of commission claims against the Affilliate is effected.
(6) The Provider operates categorically as a technical service provider only. Settlement and payments are carried in the name and on account of the respective Webmaster.
(7) When the payment takes place, the Affiliate receives a settlement of the amount of his pecuniary claim against the respective Webmaster. If rescissions of commission claims against the Affiliate cannot or cannot be fully balanced against his commission, the Provider will collect the outstanding amount owed him from the Affiliate's bank account via debit note or credit card. The Affiliate provides the Provider with the direct debiting mandate necessary for this transaction.
(8) The Affiliate's right to assert a right of retention depends upon whether his counterclaim on this contract is determined to be unchallenged or legally binding. The Affiliate can only settle against the Provider's claims if his claims are unchallenged or legally binding.
4. Commission / Date of Settlement
(1) The amount of commission paid to the Affiliate, as well as conditions for possible renewal commissions for the respective internet offering are to be determined by the Webmaster.
(2) Regardless of the currency implemented, the Affiliates's virtual account in the System is maintained in Euros. For this purpose, processed amounts will be converted to Euros via the daily applicable exchange rate and credited to the Affiliates's account.
(3) Each calendar month is divided into two payment periods. The first period consists of the period from the 1st through the 15th of each month; the second period consists of the period from the 16th through the end of the month.
(4) The settlement of commission is effected without sales tax in the name and account of the Webmaster. The clearing and disbursement of purchased claims occurs automatically after a delay of one month from the closing of a given payment period. Objections to the amount of payments must be presented by the Webmaster within 15 days after disbursement in written form (letter or facsimile). The omission of timely objections specifies acceptance.
(5) The Provider has the right to retain payments in cases where the Affiliate has a negative balance in the current accounting period or his payment minimum of EUR 100,00 has not been exceeded. In such cases, the positive or negative balance will be carried over to the next accounting period.
(6) The Webmaster is himself responsible for the proper payment of taxes for his commission.
(7) All payments are made via bank transfer. Any bank fees resulting are covered by the Affiliate. All payments are made in Euros.
(8) The Provider is authorized to engage other service providers in order to fulfill its commitment to availability of the System. Provider has the right to suspend payment or to revindicate previous payments, should a service provider fail to pay its due payments to Provider, regardless of applicable legal grounds. Provider is committed to inform Affiliates immediately in such cases and to initiate all available legal measures to effect the payment of the service provider to Provider. In such cases, the Provider is not liable for commission, replacement or other claims resulting from the expenditures of the Affiliate.
5. Scope of Provider's Responsibility
(1) The Affiliate is aware of the fact that the quality of the internet access and the transfer of data within internet is dependent upon downstream data connections upon which Provider has no influence, accepts no responsibility and gives no warranty.
(2) In addition, Provider accepts no responsibility for the accuracy, integrity, recoverability, timeliness and quality of offerings supplied by the Webmaster. In particular, provider will not adopt content which is supplied by the Webmaster as its own.
(3) Disorders in the quality of internet access and/or the transfer of data within the internet which are due to force majeure (act of God, act of nature beyond the control of Provider) or result from events which are not with Provider's scope of influence and which reduce or eradicate Provider's capacity have no influence on Affiliates's right to receive commission. The presence of a hindrance which is not irrelevant and which remains present for a period of time which is also not irrelevant (at least one week) authorizes the extraordinary contractual cancellation by the Affiliate. Additional rights are excluded.
(4) It is the responsibility of the Affiliate to immediately inform and admonish Provider in written form if the provision of contractually stipulated performance by Provider be disrupted by circumstances which are within Provider's scope of control. Provider shall repeat and as the case may be improve deficient services. In addition, the Affiliate is entitled to extraordinary contractual cancellation. Such extraordinary cancellation requires that Provider be given a grace period of two weeks to satisfactorily fulfill contractual services and that this grace period has expired unsuccessfully.
(5) The Affiliate can implement only pretensions which are undisputed or are legally binding when protesting against Provider's claims. Rights of retention (lien) are only applicable when pertinent to individual, concrete contractual issues which are constituents of these Terms and Conditions.
6. Responsibilities and Obligations of the Affiliate
(1) The Affiliate shall examine and immediately communicate all recognizable deficiencies and disorders to Provider.
(2) The Affiliate is obligated to ensure that the System is not implemented in an illegal fashion and to respect all laws and rights of third parties.
(3) The Affiliate is obliged to ensure that data which he supplies does not conflict with legal regulations regarding the protection of minors, the personal rights of others, or with copyright, trademark or other property rights of third parties.
(4) It is the sole responsibility of the Affiliate (Provider explicitly assumes an advisory capacity) to integrate his offerings in proper form into the System. Provider assumes no liability for the accuracy, integrity, recoverability, timeliness and/or quality of the Affiliate's offerings.
(5) The Affiliate assumes the responsibility for ensuring the secrecy of user names and passwords which he receives. Cases of abuse or loss of this user data, or a corresponding suspicion thereof, are to be reported to Provider without delay.
(6) In cases of violation of the above mentioned obligations, Provider shall have the right to immediately and at his own choice either temporarily suspend all service provision completely or partially, and/or to terminate the contractual relationship without notice. In addition, the Affiliate shall be held responsible for recompensation to Provider for all damages and claims resulting from such breaches of duty and shall in addition assume responsibility for all disadvantages which result from said harmful activity.
7. Unfair, dishonest or illegal Advertisement ("Spam")
(1) The sending of unfair, dishonest or illegal promotion in newsgroups, via email transmissions, SMS, facsimile, post or other telecommunications media is strictly forbidden.
(2) Messages which contain a concealed or manipulated originator address, or messages to recipients who have not given their express consent to receive such messages, or messages which cannot be easily be terminated by the recipient are considered to be dishonest and illegal advertisements in this sense.
(3) In cases where Provider is informed of the transmission of dishonest advertisement, or is informed by third parties as to the dispatching of such advertisement, the Affiliate herewith grants Provider permission for the dissemination of all relevant personal data to investing authorities in accordance with legal warrant as well as to those parties who claim to have been recipients of said dishonest or illegal advertisements.
(4) In such cases, all claims on Provider become immediately invalid; Provider reserves the right to demand a contractual penalty of 5,000 Euros for each transmission of dishonest or illegal advertisement and to initiate legal proceedings against the respective Affiliate. The assertion of compensation of damages is not thereby excluded. Provider is authorized to offset said contractual penalties via sales income which has not yet been settled.
(5) Suspicion of transmission of illegal advertisement can be eliminated only by the provision of a statutory declaration by the Affiliate. This statutory declaration must be presented to Provider in original form within 5 days after demand by Provider. In this affidavit, the Affiliate must swear upon oath that he was not the originator of the aforementioned advertisement and that he did not give a third party or business venture the mandate to do so.
8. Copyright and Data Security
(1) The Provider is the owner of all copyrights related to the System, as well as all other commercial protection rights. This also applies to the rights to the System Software including the associated documentation. The Affiliate may implement the System on his web site in accordance with these Terms and Conditions. The Affiliate cannot purchase more comprehensive usage rights.
(2) Provider draws the attention of all Affiliate to the fact that unencrypted data can be read by third parties, this is also the case regarding email. Provider has no technical influence on this fact. It therefore remains the responsibility of the Affiliate to protect data against abuse via encryption or other procedures. Provider is not obligated to provide the Affiliate with technical or legal measures or provisions for the protection of this data.
(3) Provider fulfills all rules and requirements regarding data protection and vouches for the fact that all persons who are involved in the execution and implementation of this contract likewise fulfill these regulations. Provider shall bind his employees in the appropriate form regarding compliance with data protection legal formalities and their contractually stipulated obligation to secrecy.
9. Liabilities
(1) Provider is liable to the Affiliate for damages only if Provider has acted with premeditation or gross negligence. Beyond this point, Provider is liable to the extent of typically foreseeable damages in cases where Provider or their assignees have caused such damages in violation of a fundamental contractual obligation.
(2) This limitation of liability applies to all claims for damages, regardless of their legal ground, especially with regard to contractual contract-related claims. This limitation of liability does not apply to a legally imperative liability associated with the regulation of product liability rights.
(3) The Affiliate shall exempt Provider from all claims or debits brought to bear against Provider by third parties as a result of a purported violation of contractual responsibilities by the Affiliate.
10. Contract Duration / Cancellation
(1) This agreement remains effective indefinitely.
(2) The termination of this agreement by the Affiliate is possible at any time and without provision of grounds or reasons.
(3) Provider can execute an extraordinary notice of cancellation for significant reasons. Significant reasons are, for example, the breach of contractual agreement or of these Terms and Conditions, fraudulent acquisition of benefits or services, a higher-than-average chargeback ratio or the transmission of Spam Mails.
(4) This agreement shall be considered terminated if bankruptcy or composition proceedings are initiated against one of the contract parties.
(5) All usage rights of the Webmaster granted by Provider regarding the usage of the System, promotion materials or other files or information provided by Provider expire when this agreement is terminated.
(6) Provider has the right to retain the final payment to the Affiliate for the appropriate period of six months.
11. Transference and Relinquishment
(1) The Affiliate may transfer the rights and responsibilities inherent in this contract to a third party only with previous written agreement by Provider.
(2) Provider can transfer the rights and responsibilities inherent in this contract to a third party without agreement by the Affiliate.
12. General Stipulations
(1) The place of delivery and venue in case of litigation is agreed upon as being the domicile of Provider also in those cases where the Affiliate has no general court of jurisdiction in Germany, or where the Affiliate has transferred his domicile to a foreign country after contract conclusion, or said domicile is unknown on the date of initiation of legal action.
(2) The contractual relation is subject exclusively to the right of the Federal Republic of Germany.
(3) The establishment of the inefficacy of one or more conditions or specifications in this agreement does not affect the efficacy of the remainder of the agreement.
