AFFILIATE TERMS OF SERVICE
These terms and conditions apply to the relationship between Neobyte.net, trade name of Maxim Derboven (natural person - VAT NR: pending) with registered office at Karel Coggestraat 29, 2600 Antwerpen Belgium. (contact person Maxim Derboven - e-mail address: maxim@neobyte.net) and the customer. Unless otherwise agreed in writing, the application of these general conditions cannot be excluded. If the contracting party is a professional who also uses conditions, the conditions of Neobyte.net always prevail. The terms and conditions are also available on the Neobyte.net website. A download file is also available. By accepting and placing an order, both by phone and by e-mail, the customer acknowledges that Neobyte.net has pointed him to the applicable Terms and Conditions published on the website, that he has taken note of them and that he accepts them.
Article 2. Guidelines
Neobyte requires all affiliates to adhere to these guidelines. Failure to do so may result in removal from our affiliate program and cancellation of commissions.
2.1. To comply with these guidelines, disclosures about receiving commissions through links on your websites, for example, must meet four basic requirements. They must be frequent, clear and conspicuous, and the user should not have to scroll or take any other action to find the information.
2.1.1. Frequent: Your disclosure should appear on every page that contains a review, recommendation, comment or article promoting a product or service for which you receive compensation.
2.2. Clear: It must be immediately apparent that you may be receiving compensation for your review or rating. If commission or conversion rates, or factors other than those listed in the text of the ranking, comparison or review determine or significantly influence the placement of brands or information on your web pages, you must clearly state this. Do not promise or imply neutrality or independence when in fact commission/turnover is the editorial presentation of information. If you receive commissions from all brands listed, you may state this. Consumers may assume that factors important to their decision making, such as features or price, determine ratings. If this is not the case, then you cannot be silent about the fact that your business incentives the placement or reviews.
Example of a clear disclosure (and where each of the statements is verifiably true):
Disclosure: We are a professional review site that receives fees from the companies whose products we review.
We thoroughly test each product and only give the very best high marks. We are independent and the opinions expressed here are our own.
Example of an unclear disclosure:
Disclosure: We are a website that requires compensation to function like any other website on the Internet. We may receive
for our reviews, but we are completely unbiased and do not accept paid reviews or fake claims to be something they are not.
This "disclosure" leaves out the most important information: that a commission is paid for purchases made through links in the post, or that commission or conversion rates affect the placement or content of the rankings or reviews.
Article 3. Consumer Reviews or Feedback
3.1. Affiliates may not offer a customer incentives in exchange for a positive review, impersonate a customer, or write bogus reviews of goods or services from their own company or from other companies.
3.2. You must ensure that advertisements and paid promotions are clearly identifiable to readers as paid content.
3.3. Affiliates that display consumer reviews must clearly state how reviews are obtained and verified; publish all reviews (including negative ones), provided they are genuine and legitimate; and explain under what circumstances reviews may be edited or not published at all (for example, if they contain offensive language or defamatory comments).
3.4. You must also ensure that there is no unreasonable delay before publishing reviews, and you must have appropriate procedures in place to detect and remove fake reviews.
Article 4. Interpretation
The definitions and rules of interpretation in this clause shall apply throughout this Agreement.
Affiliate Web Link Pages: all web pages of the Affiliate Website that are provided with a Tracked Hyperlink.
Affiliate Website: Any website owned or operated by the Affiliate.
Business Day: a day other than a Saturday, Sunday or national holiday in Belgium on which banks in Brussels are open for business.
Commission rate: in respect of each Transaction, the rate as stated on the Website on the Affiliate page.
Effective Date: the date on which this Agreement is accepted by the Affiliate.
Reference Code: a unique identifier specific to the Affiliate that neobyte users may enter at the time of purchase.
Followed hyperlink: a hyperlink that allows Neobyte to identify, through cookies or otherwise, individual users who have visited the Neobyte Website through that particular hyperlink.
Transaction: a purchase of products or services offered for sale on the Neobyte Website by a Neobyte User who (a) has clicked through directly to the Neobyte Website from the Affiliate Web Link Pages completing that purchase during a single browser session, or (b) has provided the Reference Code at the time of making that purchase.
VAT: Value Added Tax payable under the Value Added Tax Act 1994.
Neobyte User: a user who has clicked through to the Neobyte Website from the Affiliate Web Link Pages, or a user who has provided a Reference Code.
Neobyte Website: Neobyte's website at any time and from time to time, at www.neobyte.net and including all databases, software, domain names, infrastructure, products and services marketed by neobyte for use by individual users to store for neobyte's products and services. The Neobyte website includes all future versions and replacements of, and successors to, the site.
Article 5. Obligations of Neobyte
5.1. Neobyte may provide the Affiliate with:
(a) one or more cookies (or similar internet tracking software packages) to enable it to create Tracked Hyperlinks; and/or
(b) a Reference Code to provide to potential purchasers of Neobyte's products and services.
5.2. Neobyte will allow Neobyte users who click through directly from the Affiliate Web Link Pages to access and use the Neobyte Website in accordance with Neobyte's standard terms of use and other terms, policies and procedures from time to time.
5.3. Neobyte may at any time or times without notice to Affiliate
(a) change the name of the Neobyte Website;
(b) change the Neobyte Trademark Guidelines; and
(c) target the Neobyte Website to potential customers in an additional country or countries of its choice.
2.6. This agreement is non-exclusive and does not preclude or restrict Neobyte from entering into similar or different agreements with third parties. Neobyte does not claim that the terms of this agreement are similar or the same as the terms of any other agreement it has entered into or will enter into with any third party.
Article 6. Obligations of the Customer
6.1. The Affiliate shall be responsible for the development, operation and maintenance of the Affiliate Website and all material contained therein. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:
(a) the proper operation and maintenance of all Trackable Hyperlinks; and
(b) compliance with the Neobyte Trademark Guidelines.
6.2. The Affiliate shall submit any proposed use of a Neobyte Trademark, domain name, logo and other elements of branding that the Affiliate wishes to make to Neobyte in advance for approval. Neobyte will review the proposed use within a reasonable period of time (usually no longer than seven days) and will not unreasonably deny or delay approval.
6.3. The Affiliate shall provide Neobyte with:
(a) all cooperation with respect to this Agreement; and
(b) all access to information requested by Neobyte, which is necessary for the proper performance of Neobyte's obligations under this Agreement.
6.4. The Affiliate acknowledges and agrees that it has no authority to legally bind Neobyte with respect to Neobyte Users, other users or anyone else and that it is not appointed and is not the agent of Neobyte for any purpose. The Affiliate agrees that it will not make any representation or promise to anyone about Neobyte, the Neobyte Website or any of the products or services for sale on the Neobyte Website.
6.5. The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this Agreement and to its operations.
Article 7. Costs and Payment
7.1. Neobyte will pay the Affiliate at the Commission Rate with respect to the total value of the first Transaction.
7.2. Commission is payable on a receipts basis, not a transaction basis, so if Neobyte receives no receipts on a Transaction, no Commission is payable.
7.3. Affiliate acknowledges and agrees that no payments are due to it under this Agreement other than as expressly set forth in this Agreement.
7.4. All amounts payable under this Agreement shall include VAT (or similar analogous tax) which Affiliate may owe to local tax authorities. Such VAT payments on amounts received under this Agreement shall be borne by the Affiliate and the Affiliate undertakes to declare and pay all such amounts in accordance with applicable local law and shall be solely responsible for any failure by the Affiliate to do so. Accordingly, the Affiliate agrees not to invoice or seek any form of VAT payment or contribution from Neobyte in connection with this Agreement.
Article 8. Proprietary Rights.
The Affiliate acknowledges and agrees that Neobyte and its licensors own all intellectual property rights in the Neobyte Website and all Neobyte products and services. Except as expressly stated herein, this Agreement does not grant the Affiliate any rights in, or to, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses belonging to Neobyte. All such rights are reserved to Neobyte.
Article 9. Confidentiality
9.1. Each Party undertakes not to disclose to any person, at any time during this Agreement, or for a period of five years after its termination, any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs.
9.2. Each party may disclose the confidential information of the other party
(a) to its employees, officers, representatives or advisors who need to know such information for the purpose of exercising the Party's rights or performing its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other Party's Confidential Information comply with this Article 6; and
(b) as may be required by law, a court of competent jurisdiction or a governmental or regulatory authority.
9.3. Neither party shall use the Confidential Information of any other party for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by a third party.
9.5. This Article 9 shall survive termination of this Agreement, however arising.
Article 10. Indemnification
The Affiliate shall indemnify Neobyte against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential damages, loss of profits, loss of reputation and all interest, fines and legal fees (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Neobyte as a result of or in connection with the Affiliate's website or the marketing or sale of products or services on that website.
Article 11. Liability
11.1. This clause 11 sets out the entire financial liability of Neobyte (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Affiliate:
(a) arising out of or in connection with this Agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tort or omission (including negligence) arising out of or in connection with this Agreement.
11.2. Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind implied by statute or common law, to the extent permitted by applicable law, are excluded from this Agreement.
11.3. Nothing in this Agreement shall exclude Neobyte's liability:
(a) for death or personal injury caused by Neobyte's negligence; or
(b) for fraud or fraudulent misrepresentation.
11.4. Subject to clause 11.3
(a) Neobyte shall not be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise, for loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential costs, damages, charges or expenses howsoever arising out of this agreement; and
(b) Neobyte's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of the performance or contemplated performance of this agreement shall be limited to the amount paid by Neobyte to the Affiliate under this agreement during the 12 months preceding the date on which the claim arises.
12. Duration and Termination
12.1. This Agreement shall commence on the Effective Date and continue thereafter unless otherwise terminated as provided in this clause 9.
12.2. Neobyte may terminate this Agreement at any time with notice if it discontinues or withdraws all or part of its affiliate marketing program. Neobyte shall endeavour to give Affiliate as much notice as is reasonably possible, but such termination shall be without liability to Affiliate.
12.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
(a) the other party commits a material breach of any provision of this Agreement, which breach cannot be undone, or (if such breach can be undone) fails to undo such breach within a period of 30 days after being given written notice to do so;
(b) the other party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits to being unable to pay its debts or (if it is a company or limited liability partnership) is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
Article 13. Payment of commissions
13.1 Payments can be made when the user has accumulated a sum of 20.00€.
13.2.1 The addition of a commission will only be made when the customer introduced has an active account for more than 61 days.
13.2.2
- Active - The account can log in and has active or suspended services.
- Inactive - The account can log in but has no active services and is removed from client menus.
- Closed - The account has no active services, cannot log in to the client area, and is removed from client menus.
13.3 Payments can be made via paypal (a transfer fee of 20% is added). The balance can also be used to pay future invoices.
Article 14. Affiliate link
14.1 When an account is registered through an affiliate link and the commission is not added, customer support can be contacted via the ticket system. It will be reviewed on a case by case basis. Neobyte is not responsible for any deficiencies in commission due to an affiliate link.
Last modified 19/02/2021 13:58 UTC +1