Grassy Knoll Trading 19 cc T/A NexTrepreneur, 1st. Floor Fineline House, 8 Milner Road Maitland, Cape Town South Africa. Company Registration Number: CK 2004/110434/23
It is noted that Grassy Knoll Trading 19 cc T/A Nextrepreneur is the Owner and Principal of the IP, Platforms, Software and Accounting systems and operate the brand and product as: “NexTrepreneur Referral/Affiliate Programme”
Authorised recipient: NexTrepreneur
- Hereinafter referred to as “Nextrepreneur” as applicable
and
The Affiliate
Together with NexTrepreneur, jointly referred to as “Contracting parties” – the following agreement is made:
1 Subject matter of the agreement, compensation plan
1. NexTrepreneur mainly sells and develops online eLearning Programmes and other products, such as eBooks as well as, various merchandise articles among other things. (Hereinafter briefly referred to as: NexTrepreneur product offerings). The qualified Affiliate shall have the right to recommend NexTrepreneur products as an independent, free and autonomous recommender for NexTrepreneur in accordance with the Affiliate’s respective national laws and the following provisions.
2. This agreement regulates the fundamental co-operation between the contracting parties. Incorporated with this agreement by reference, enclosure, link, back office download, and the current applicable marketing plan of NexTrepreneur, which contains the compensation guidelines for Affiliates. The current marketing plan is linked as “Compensation Plan”. Corporate reserves the right to alter the Compensation plan from time to time as well as adjust pricing and have a varied price structure per Territory based on economic circumstances of such Territory.
3. The Affiliate confirms that it has thoroughly checked, understood and accepted the currently applicable compensation plan. It explicitly declares that it acknowledges and approves this enclosure fully and completely.
4. Any deviation, contradictory, or supplementary changes coming from the Affiliate or from third parties shall become a part of the agreement only if and insofar as NexTrepreneur has consented to their validity explicitly and in writing.
5. This agreement transfers to the Affiliate only the limited right to use all product, trademark and industrial property rights for as long as the course fee is paid (in the case of a Student) or the Once off fee (in the case of an Affiliate) and up to date. The Affiliate may not use or copy these rights at any time for its own account without consulting the rights holder. This also includes corresponding advertising material and product statements.
2 Contractual prerequisites and relationship of the contracting parties with each other
1. The Affiliate declares and assures that it fulfils all legal prerequisites and official conditions in order to commercially recommend NexTrepreneur in its respective country and to recommend NexTrepreneur products to potential Customers and Affiliates.
a. Where required by law, the Affiliate must independently register its trade with the competent authorities and institutions – even with its locally competent tax office;
b. The Affiliate shall be responsible for the fulfilment of all legal requirements including but not limited to: trade-law-related, tax-related, labour-law-related, competition- law-related and other legal obligations in their territory if applicable.
c. The Affiliate must properly declare compensation received for referrals to the appropriate tax authorities and pay tax on the same.
If the Affiliate has not fulfilled the stated prerequisites, it may be limited by its activity. It is not NexTrepreneur’s responsibility to verify the information. The affiliate keeps NexTrepreneur free from all possible legal consequences of false statements.
2. The Affiliate shall not have an employment relationship with NexTrepreneur under any labour law or jurisdiction. The Affiliate shall particularly determine the place, time, commencement and end as well as the type of its activity by itself; it shall itself bear the entrepreneurial commission risk and shall also not be entitled to remuneration during holidays or illness. The Affiliate shall be an independent contractor and must apply the diligence of a prudent businessman in its business. The Affiliate must follow their national laws as well as the applicable European Union Law regarding fair competition, the company’s internal statutes and guidelines as well as NexTrepreneur’s directives for business transactions. It must always ensure that its behaviour does not violate laws, regulations or official instructions. The Affiliate must follow NexTrepreneur’s compliance guidelines and instructions for the proper representation of NexTrepreneur’s products and will promote the Affiliate program and Compensation plan.
3. The Affiliate declares that, in addition to the Affiliate activity for NexTrepreneur, he/she also works for third parties to a considerable extent. If the Affiliate is working or would work exclusively or primarily only for NexTrepreneur, it shall be obligated to immediately notify NexTrepreneur and if necessary, make applications for an exemption from the obligation to contribute to social security with the competent institutions. If an exemption is not possible, the Affiliate must immediately notify NexTrepreneur. If it fails to do so, NexTrepreneur shall be authorised to recover any costs or liabilities for social security contributions from the Affiliate to the extent they are payable. This provision shall otherwise survive the termination of this agreement. In any case, the Affiliate will hold NexTrepreneur harmless in any form, in any jurisdiction and in any situation from possible claims for damages.
4. The Affiliate shall not be authorised to represent NexTrepreneur in legal or contractual transactions, particularly to make any declarations for NexTrepreneur at any time. Any declaration shall and will not bind NexTrepreneur or its marketing partners from time to time. The Affiliate itself that shall be solely responsible for any claims against NexTrepreneur. The Affiliate shall not have the power to represent NexTrepreneur. He does not have a power of attorney or any comparable legal means. It itself shall be liable for its declarations and must, if necessary, indemnify NexTrepreneur from all consequences of unauthorised declarations. Other entitlements and rights of NexTrepreneur shall remain unaffected.
5. Specifically, the Affiliate shall not be authorised to accept payments on behalf of NexTrepreneur. Customers cannot pay the Affiliate for products and services of NexTrepreneur directly. The Affiliate shall not have collection or payee authority for NexTrepreneur.
3 Tasks and duties of the Affiliate
1. The Affiliate has a duty to protect NexTrepreneur’s interests in all manners and to undertake that NexTrepreneur’s reputation is not damaged by its actions.
2. The Affiliate shall have the task of recommending NexTrepreneur’s products released by Nextrepreneur to customers. While doing so, it must inform the customers about the Nextrepreneur products truthfully and professionally. Upon the successful conclusion of a purchase contract personally recommended by the Affiliate, it shall be entitled to compensation in accordance with this Affiliate Agreement and the Compensation Plan.
3. The Affiliate shall further be obligated to recommend other customers and Affiliates (downline-affiliates). If these down-line-affiliates successfully recommend Nextrepreneur’s products resulting in the sale of Nextrepreneur products, the Affiliate and the down-line-affiliate shall both receive compensation in accordance with this Affiliate Agreement and the current Compensation Plan. PLEASE NOTE: Downline Structures are a future development.
4. The Affiliate may only recommend the sale of Nextrepreneur products which are released for sale in writing by Nextrepreneur and available in accordance with the laws and other legal provisions of the Affiliates’ respective country. All such products will be exclusively available in the Nextrepreneur e-Commerce store.
5. The Affiliate shall not have any territorial protection. The Affiliate shall however be prohibited to headhunt customers or affiliates of Nextrepreneur for third parties, particularly for other affiliate marketing systems, or to induce directly, or indirectly, other affiliates to abandon, neglect, sell, or trade their existing account. The Affiliate shall further be prohibited from headhunting customers, affiliates, or down-line-affiliates of other affiliates of Nextrepreneur, which have an active account with Nextrepreneur, for itself or for third parties (so-called cross recruiting). “Active account” within this meaning refers to an account, for which documents have already been uploaded and/or through which at least one purchase of Nextrepreneur’sproducts has taken place via the e-commerce Platform. A new Customer or Affiliate has the right to choose their own sponsor regardless who marketed the product to them until they are locked into the linage, thereafter absolutely no moving or changing of sponsor will be entertained. If the New Affiliate uses incorrect sponsor details it cannot and will not be remedied afterwards. If a New Customer or Affiliate signs up directly from a link or and embedded Affiliate sponsor such new affiliate/customer will be credited to the Affiliate link used.
6. The Affiliate shall be authorized to take advertising measures in the fair promotion of Nextrepreneur products; the Affiliate must have prior approval by Nextrepreneur of any external presentation or promotion which concerns Nextrepreneur or uses any copyright or trademarks.
7. The Affiliate is encouraged to regularly participate in Webinars of Nextrepreneur and forward the knowledge obtained there to its down-line-affiliates.
8. The Affiliate must constantly keep itself and the downstream recommendation partners supervised by it (downline affiliates) informed about the current Nextrepreneur products in the log-in of the Nextrepreneur Affiliate Portfolio back office, the recommendation system and all the data and facts that are important for Customers and/or Affiliates.
9. The Affiliate shall not be authorized to assign its claims against Nextrepreneur to third parties at any time. Set-off with counterclaims of the Affiliate, or retention of payments due to such claims, shall be permissible only if and as far as the counterclaims are undisputed, legally determined valid, or recognized by the company.
10. The Affiliate is entitled, and obliged, to have one Affiliate account during the agreement period. If the Affiliate operates more than one Affiliate account, then Nextrepreneur is entitled to terminate those accounts and the Affiliate will forfeit financially as it is expressly implied that one account per ID/Passport or Company Registration number is permitted. Any other rights of Nextrepreneur remain unaffected.
11. The Affiliate guarantees that any form of advertising do not and will not violate laws, regulations, statutes or other legal or contractual provisions and do not infringe rights of third parties. It further guarantees that it shall not use any illegal marketing strategies or marketing strategies that violate this agreement.
12. The Affiliate shall indemnify Nextrepreneur from all claims of third parties, which are based on illegal behaviour, on behaviour that violates this agreement, or on behaviour that otherwise infringes on the rights of third parties. This shall also refer to the costs of appropriate prosecution and legal defence.
13. The Affiliate shall be authorized to deploy its own employees, sub-agents and other auxiliary persons for its activity. The Affiliate must ensure that these persons also adhere to the duties of this Affiliate Agreement.
4 Advertising guidelines
1. As advertising materials, the Affiliate may exclusively use the original advertising materials provided to it by Nextrepreneur. The use of altered and modified advertising materials shall not be permitted at any time.
2. The Affiliate shall be responsible for the placement of the advertising materials. It shall also bear the costs associated with the implementation or placement and delivery of the advertising materials.
3. Advertisement on websites, which could damage NexTrepreneur’s reputation, shall be prohibited. This includes, particularly but not exclusively, websites with illegal content, websites with pornographic or violence glorifying content, websites discriminating against race, gender, religion, nationality, disability, sexual orientation or age, as well as websites promoting illegal acts or websites violating intellectual property.
4. The Affiliate must adhere to the terms of use of the websites, which it selects as advertising spaces.
5. The Affiliate must design on its own advertising spaces in accordance with the provisions of the Tele media Act, consumer protection and data protection, particularly provide proper contact information. It must immediately remove illegal contents or contents violating rights of third parties and take suitable measures in order to not repeat such violations.
6. The Affiliate must ensure that the advertising materials are flawlessly integrated and delivered.
7. Nextrepreneur shall any time be authorized to re-design the advertising materials or replace them with new advertising materials. The Affiliate must ensure that it always uses the latest advertising materials.
8. The Affiliate must refrain from impermissible forms of Internet marketing, particularly (but not exclusively):
a. improper use of cookies, especially cookie-dropping;
b. sending advertising e-mails to recipients, who have not explicitly consented to the receipt of such e-mails including the advertisement contained therein;
c. violation of terms of use and applicable guidelines of search engines;
d. maintaining websites, which can result in a risk of confusion with the web presence of Nextrepreneur.
9. The Affiliate shall be prohibited from executing the following advertising measures without explicit prior written consent and approval of Nextrepreneur:
a. promising or distributing rewards to users for the interaction with the advertising materials (“incentivised traffic”);
b. any form of Search Engine Marketing;
c. use, registration or purchase of domains, which are similar to the name of Nextrepreneur, i.e. typo squatting (use of so-called typing mistake domains).
5 Confidentiality
1. The Affiliate shall be obligated for confidentiality regarding all the internal knowledge about the business model, corporate policy and operating procedures of Nextrepreneur as well as for extensive customer and resource protection. Violation of its confidentiality obligation shall not only make the Affiliate liable for compensation, but possibly also liable to prosecution.
2. The duties of the Affiliate described in 5.1 shall remain applicable without any restrictions even after the end of this agreement, unless there is a separate written agreement supplemental to this agreement. If this agreement ends or if the Affiliate no longer requires documents of any type from this business relationship, it may not use these materials further. This shall mainly be applicable for brochures, pre-printed forms and training documents. A right of retention of the Affiliate – for any reason whatsoever – is ruled out.
6 Remuneration & Cancellation
1. Remuneration claims of the Affiliate are regulated in the Compensation plan within the remuneration guidelines. The Affiliate shall not have any payment claims against the customer and may not demand any remuneration from the customer. It is expressly noted that Nextrepreneur reserves the right to amend the Compensation plan from time to time. Adhoc incentives will be introduced and communicated to all Affiliates on an as and when basis. Nextrepreneur are not in any way obliged to offer incentives and will do so as part of the Marketing Plan.
2. The Affiliate shall be entitled to remuneration only after the receipt of the customer’s payment by Nextrepreneur and according to the amount actually received by Nextrepreneur. Every remuneration payment to the Affiliate shall be subject to the condition that the customer makes an unconditional payment to Nextrepreneur for the respective products ordered by it and the Affiliate has not violated any regulation of this agreement. This agreement makes provision for Nextrepreneur to discount products by special arrangement to Customers on an application basis, such discount will have a material effect on direct and upline commission. All remuneration is based on a percentile value of actual income and not the listed price of products.
3. In case of a so-called charge-back or a comparable return debit (e.g. in case of credit card payments) of payments already made to Nextrepreneur, Nextrepreneur shall be authorized to offset the commissions already paid to the Affiliate for such cases with future commission payments or distributions. The same shall be applicable in case of criminally relevant acts by the Affiliate or by the customer (for instance but not exclusively: in case of submission of forged documents, in case of use of stolen or otherwise abstracted credit cards). Further claims of Nextrepreneur shall remain unaffected by this.
4. In order to receive your commissions, two things need to be in place:
* Approved KYC. (if applicable)
* Your once-off subscription needs to be paid up to date.
5. Please Note that Nextrepreneur currently only accepts pre-payment for courses and goods. Payment options may become a future offering and Commissions will be purely on payments received in part or in full.
7 Statements
1. The Affiliate can check the statements online using its personal account login. Objections to a statement must be raised within 10 business days. After this, the statement shall be deemed acknowledged. If the Affiliate is hindered from raising objections by force majeure, the term shall be extended by 10 more business days from the elimination of the hindering reason.
2. Remuneration payments to the Affiliate shall take place exclusively through bank transfer. Nextrepreneur reserves the right to change their method of payment from time to time and also the frequency of such pay-outs. Cost of withdrawal (if Applicable) shall be for the Affiliates account but may be partially absorbed by Nextrepreneur at their sole discretion.
8 Personal tax / Value added tax
For remunerations pursuant to 6 of the Affiliate Agreement, the following shall be applicable with regard to personal tax / value added tax (VAT):
Remuneration in the form of commissions are paid to the Affiliates without deduction for Tax. It is the responsibility of each Affiliate to collate, record and report on earning to their local authority for Tax purposes.
All products and services offered by Nextrepreneur are Vatable at the applicable rate of the Country of registration. All prices shown are indicated as Exclusive of Vat and the applicable rate will be charged over and above the listed price. (Vat is currently Not been charged)
All conditions and specifications of the competent tax authority in the respective country must be clarified by the Affiliate and provided to Nextrepreneur along with Nextrepreneur’spossible obligations to co-operate.
9 Duties of Nextrepreneur
1. Nextrepreneur maintains a website that serves for general information and is continuously updated. The Affiliate can get all the required information and forms through the links provided there.
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