COLLABORATION AGREEMENT BETWEEN OLISTIC RESEARCH LABS S.L. AND THE AFFILIATE
I. Olistic Research Labs SL, (hereinafter referred to as “OLISTIC”) is an online store of beauty and personal care products (the OLISTIC website).
II. THE AFFILIATE is the owner of the website/s (hereinafter referred to as “Affiliate Website”.
III. OLISTIC and THE AFFILIATE (hereinafter referred to as “The Parties”) consider that a connection or link between the Affiliate Website and the OLISTIC website (“LINK”), will generate traffic to the OLISTIC website.
IV. OLISTIC will pay the AFFILATE a commission based on the marketing of OLISTIC
products that as a consequent will generate traffic to the OLISTIC website by the
AFFILIATE.
TERMS AND CONDITIONS
1. PURPOSE
THE AFFILIATE will promote the OLISTIC website via the use of Links on the Affiliate Website with codes, logos and banners, etc. provided by the OLISTIC affiliate program with the aim to maximizing traffic to the OLISTIC website. The state and value of the links must not be tampered or devalued by the customer or by internet spiders (internet search engines).
2. PRICE
OLISTIC will pay The AFFILIATE the payable commissions as per the affiliate program, as long as the customer visits the OLISTIC website via the Link on the AFFILIATE website and makes a reservation, which in turn will result in a payment with OLISTIC.
3. PAYMENT METHOD
OLISTIC will pay the AFFILIATE all payable commissions that correspond with that agreed in the previous clause, within thirty (30) days prior to the last day of the month, the date on which the AFFILIATE will issue the invoice. The amount on the invoice will correspond to the amount shown on the website, and if the amount is above the minimum threshold of fifty (100) €. If otherwise the amount will be forwarded to the following month and continue to do so until the minimum threshold is met.
THE AFFILIATE manifests to be aware of all legal and tax obligations as well as to continue being during the term of this agreement of collaboration and authorize OLISTIC to issue an autoinvoice on their behalf on the services received.
4. OBLIGATIONS OF THE AFFILIATE
1. THE AFFILIATE agrees and is bound to the terms and conditions through the registration and use of services.
2. THE AFFILIATE confirms to own all rights of the registered advertising space. As far as THE AFFILIATE registers the advertising space in behalf of third parties, he needs to provide the proof of legal capacity on its own initiative.
3. THE AFFILIATE is obliged to design the marketing of the products and services for its customers in a way that theft of service via manipulation or deception is precluded. All interactions with third parties, such as search engine entries or link lists always have to lead to valid actions.
4. THE AFFILIATE is obliged to only use marketing materials (text, banner, HTML, flash, forms etc.) that are supplied by OLISTIC and are provided with the tracking links, which are necessary for the online success measurement. The supplied source codes must not be altered and should be exclusively used on THE AFFILIATE’s advertising space. Any transmission of marketing material to a third party requires written consent of OLISTIC. In particular, THE AFFILIATE agrees that in any act relating to the promotion or marketing of the affiliate website/s, OLISTIC’s website/s or any service the AFFILIATE may carry out:
(i) It is not permitted to display creative material (neither in the title or description) which
contain errors (e.g. HOLISTIC, OLISTIC hair).
(ii) It is not permitted to use erroneous URL’s (e.g., www.oolistic.com)
(iii) It is strictly forbidden to use Pop-ups and Pop-unders to serve iframes or similar.
(iv) It is not permitted to perform actions of cookie dropping (or mass cookie dropping).
(v) Webscrapping is not permitted.
(vi) The use of trademarks belonging to a third party (registered or not) are not permitted, unless the owner of the trademark has given its prior written consent.
5. If THE AFFILIATE provides e-mail marketing he is obliged to comply with the relevant legal requirements. THE AFFILIATE needs to be able to proof that every recipient of marketing mails has approved the mailing in accordance with the applicable law. All e-mail content shall be submit to OLISTIC before distribution at OLISTIC’s request.
6. THE AFFILIATE is obliged to exclusively use websites that are not suitable to damage the reputation of OLISTIC’s business. Further, THE AFFILIATE agrees to consider and comply with all legal requirements of consumer protection. Advertising spaces that include pornographic, radical, discriminating, illegal or any violating content are excluded from the usage of OLISTIC products.
7. The automatized creation of views, clicks, leads and sales via technical systems is forbidden.
8. THE AFFILIATE is only allowed to use the data provided by OLISTIC for internal purposes. The transmission of this data to third parties is forbidden.
9. In case of a non-tracked transaction, the affiliate is obliged to inform OLISTIC within the next 40 days so that OLISTIC could check the validity of the same before closing the financial period.
10. Afore-mentioned regulations also apply for linking to third party providers.
5. COMMENCEMENT
This agreement shall come into force on the day on which OLISTIC receives notification via its internal platform, provided that the AFFILIATE has accepted the clauses contained in the agreement.
6. TERMINATION OF AGREEMENT
The Parties may terminate this agreement at any time in their own discretion, with a one month notice period received in writing via recorded delivery or via e-mail to the addresses provided by both parties. Under no circumstances will the termination of this contract result in an additional economic compensation other than what corresponds to clause 2 of this agreement.
Upon termination of this agreement, The AFFILIATE will remove all content associated with the Program, including any Links, from the Affiliate website.
7. INTELLECTUAL PROPERTY
The Parties agree that this professional collaboration does not in any case imply the transfer of intellectual property, which remains solely and exclusively with their respective owners.
8. CONFIDENTIALITY
The Parties are obliged to keep all confidential information strictly confidential and put in place and maintain adequate security measures to protect such from unauthorized access or use. Upon termination, both parties must return or destroy any confidential information used or exchanged during the agreement.
9. CESSION ON CONTRACT
OLISTIC has the right to hand over the right and obligation of this agreement to any company in which it holds at least 25% ownership, by informing The AFFILIATE of such agreement.
10. COMMUNICATION
Any communication that The Parties wish to make in relation to the agreement must be sent to the email addresses that were made available by both parties when accepting the clauses contained in this agreement.
11. PERSONAL DATA PROTECTION
1. The Affiliate agreed to comply with the applicable data protection regulations in the territory in which it lies and in any case with the standards and principles set out in Regulation (EU) 2016/679 of the European Parliament and Council of the 27th of April 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data and by which Directive 95/46/EC is repealed (from here on and jointly known as the "Data Protection Regulations" or "RPD").
2. For the purposes of this clause, it will be known as:
- 'Personal data' means any information relating to an identified or identifiable individual; An identifiable person is one who can be identified, directly or indirectly, in particular by an identifier, such as a name, an identification number, location, an online ID or one or more elements of physical identity, physiological, genetic, mental, economic, cultural or social identity of that person;
- "Treatment" means any operation or set of operations performed upon personal data or sets of personal data, either by automated procedures or not, such as collection, registration, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, broadcasting or any other form of enabling access, collation or interconnection, restriction, erasure or destruction;
3. The Affiliate guarantees that the data provided in the registration process in the affiliate program of OLISTIC are true and complete, pledging to keep such data up to date. OLISTIC will process this data for the management and control of their affiliate program, this process is essential to formalize the present contractual relationship. This information will be retained for the duration of the contractual relationship and in any case, during the periods specified in the applicable legal provisions. The personal data that the Affiliate has provided will be cancelled when no longer necessary or relevant for the purposes for which they were collected. The interested parties have the right to request access to their personal data and oppose the processing thereof, ask that they be corrected or canceled and file a claim with the Spanish Data Protection Agency.
4. Unless otherwise agreed, personal data will be processed and incorporated under the Affiliate responsibility, particularly those data derived from advertising and commercial campaigns. For the purpose of the provisions of Article 46.2 of the Spanish Royal Decree 1720/2007, the parties expressly state to carry out such campaigns, the Affiliate will use their own databases, without OLISTIC intervening at any time in the execution thereof, or in determining the identification criteria of the recipients of commercial communications that the Affiliate decides to carry out. In the implementation of such campaigns, the Affiliate will comply at all times with the RPD
and the requirements laid down by the European Directive 2000/31 / EC or any other rule that will be completed, updated or replaced in the future, ensuring at all times:
- They will only contact people whose data have been obtained in compliance with the
requirements set out in the RPD.
- Excluding from their campaigns those who have exercised their right of cancellation or opposition to receive advertising or have applied for inclusion in general files of exclusion for sending commercial communications.
- Providing previous, informed and express consent of the affected to send commercial
information
- They will retain the supporting elements of the existence of this informed consent.
- They will obtain the written commitment of third parties involved in those campaigns
to comply with the requirements set out in this clause.
5. OLISTIC may, by itself or through third parties, ask the Affiliate for the accreditation of documentary evidence of compliance with its obligations under this contract, committing the Affiliate to provide the requested information as soon as possible, and in any case, where elements that prove the existence of the consent of the persons whose data were processed for commercial purposes within 2 business days.
6. The Affiliate will be liable for legal or contractual breaches incurred and expressly agrees to assume, exclusively, the consequences of any nature, arising from the lack of compliance with legal requirements applicable to commercial campaigns that they make or entrust to third parties, expressly agreeing to leave OLISTIC unscathed regarding the consequences of any nature arising from such breaches, especially with regards to legal costs, consultancy fees, lawyers or barristers, penalties or compensation to which it had to face.
12. GOVERNING LAW AND JURISDICTION
This agreement is governed by and construed in accordance with the laws of Spain. For any disputes arising from the interpretation of this agreement, both Parties agree to comply with the jurisdiction in place in the city of Barcelona, Spain.
13. GENERAL TERMS AND CONDITIONS
The acceptance of these clauses constitutes acceptance of the General Terms and Conditions that appear on the OLISTIC website.
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