Affiliate Terms and Conditions of Wellness Innovations B.V. (Testa Omega 3)

The Terms and Conditions set out below govern the agreement between Wellness Innovations B.V. (Testa Omega 3), registered with the Chamber of Commerce under number 59889861 (hereinafter referred to as: Service Provider) and the other party (hereinafter referred to as: Publisher).

By registering on the Wellness Innovations B.V. (Testa Omega 3) website, Publisher agrees to these Terms and Conditions.

Article 1. Nature of the Affiliate Service

1.1 Service Provider operates a website that allows third parties (‘Visitors’) to access information and/or enter into agreements with Service Provider. If Visitors enter into agreements facilitated by the Affiliate Service, this will be with Service Provider rather than with Publisher. Service Provider will indemnify Publisher against any and all claims from Visitors related to the performance of this agreement.

1.2 Publisher will provide services to Service Provider consisting of attracting identified Visitors who wish to enter into an agreement with Service Provider (hereinafter: the ‘Affiliate Service’); Service Provider 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 authorised 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 registration, Publisher must complete the details requested by the Service Provider including name, address, VAT number and the like, fully and truthfully. Service Provider uses a selection process for applications. Service Provider will be authorised to reject an application without stating reasons. 

1.6 On signing the agreement, Service Provider 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. Service Provider 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 authorised 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 are not authorised to use Service Provider’s materials. This prohibition does not apply to materials designated by Service Provider as promotional and to Service Provider’s trade name, brand name and logo. The latter may be used, but in an unchanged format, and the Service Provider will be entitled to set reasonable terms for the manner of presentation. Service Provider indemnifies Publisher against any and all third-party copyright claims relating to the promotional materials.

2.3 Adjustments to the supplied content or self-manufactured content is subject to the rules set by the KOAG / KAG. Any fines and / or damage attributed to Wellness Innovations arising from communications made by the publisher, without explicit permission from Wellness Innovations, in relation to the affiliate campaign, will be passed on to this publisher.

Publisher is advised to first check all self-manufactured content in www.koagkag.nl to make sure that the content does not contain any medical claims. If in doubt, you can contact quality manager marjan(ad)testa-omega3.com to have content checked.

2.4 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 Service Provider as a dealer or partner,, whereby a display of Service Provider’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,
    • carry out promotional activities using electronic communication by e-mail, text/SMS or a similar medium (‘spam’), even if this were to occur on an opt-in basis,
    • display promotional or advertising communications on websites or other media that are of an erotic or pornographic 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 Service Provider, or that bear a confusing similarity therewith,
    • include incitements or incentives of any nature whatsoever with the promotional communications for Visitors to click on the Promotional Materials, or to masquerade as a potential customer to the advertiser in order to raise Publisher’s commission,
    • invoke (or instruct third parties to invoke) promotional communications by automated means,
    • display electronic communications in a manner that is damaging, or could reasonably be damaging, to the Service Provider’s reputation.

2.5 Publisher’s other obligations: 

2.6 Publisher will not make any statements regarding Service Provider’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.

2.7 If Service Provider 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 Service Provider will be authorised to terminate the agreement.

Article 3. Compensation for the Affiliate Service

3.1 Service Provider will pay Publisher an amount of 10 percent of the price (including Dutch VAT) of the agreement signed by a Visitor for each identified Visitor who actually enters into an agreement with the Service Provider.  

3.2 Compensation is payable if a cookie containing Publisher’s identification is transmitted during the Visitor’s first visit.

3.3 No compensation will be payable if the introduction of the Visitor 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 Service Provider will only be entitled to refuse compensation based on valid reasons. If the Service Provider 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 already a customer of Service Provider,
    • if the Visitor is included on a blacklist of Service Provider
    • if the Visitor (e.g. pursuant to e-commerce laws)has terminated the agreement with Service Provider for valid reasons

3.5 If there is fraud involved, Publisher will be liable to pay an immediately due and payable contractual fine of EUR 100 per fraud event, subject to a maximum of EUR 15,000. The fine is notwithstanding any claim to actual damages.

Article 4. Billing and payment

4.1 Compensation payable will be paid monthly by the Service Provider. However, the Service Provider will be authorised to suspend payment if the amount to be paid is less than € 25,00. 

4.2 Service Provider will issue a credit invoice to the 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 If the Publisher operates as a sole trader, Service Provider will be entitled to receive a Verklaring Arbeidsrelatie (Independent Contractor Status Statement, known as ‘VAR’) prior to making payment.

4.5 If the Publisher is not based in the Netherlands, Service Provider will be entitled to request submission of a VAT number prior to making payment.

Article 5. Reporting

5.1 In order to determine the results, Service Provider 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 the Publisher can provide convincing counterevidence. Publisher will be authorized, if it suspects fraud, to assign an independent Chartered Accountant to inspect Service Provider’s accounts (subject to confidentiality) in order to verify the results.

Article 6. Limitation of liability

6.1 Service Provider 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 Service Provider 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 Publisher will be authorised to terminate this agreement at any time. Service Provider is required to give at least three months’ notice, unless it is terminating the agreement for a valid reason of such a nature that it cannot be expected to maintain the agreement.

7.3 Service Provider will be authorised 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 Service Provider 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 Service Provider.

7.4 Service Provider will be authorised 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, Service Provider will pay the outstanding amount in compensation in accordance with Article 4. If Service Provider terminates the agreement on the grounds of fraud committed by Publisher, Service Provider 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 Dutch law.

8.2 Any disputes between the parties that cannot be settled amicably will be submitted to the competent Dutch court for the district where the Service Provider 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 Service Provider will be authorised 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 authorised to transfer this agreement and all its rights and obligations arising therefrom to a third party without the express consent of Service Provider. Service Provider will be authorised 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 Service Provider 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 Service Provider regarding Publisher changes, Publisher will notify Service Provider immediately using the control panel.

 

Version: July 2021