Orms Affiliate Marketing Agreement (Terms and Conditions)
Thank you for considering the Orms Affiliate Program. Our Affiliates are very important to us. This agreement is designed with you in mind, to protect you, Orms and our customers. Please read through it and if you have any questions, please contact us at affiliate@ormsdirect.co.za.
ORMS AFFILIATE AGREEMENT
This agreement describes the terms and conditions for participation in the Orms’ Affiliate Program.
In this agreement, the term "Affiliate" refers to you or the company you lawfully represent (the applicant). In this agreement, “Orms” refers to Orms (Pty) Ltd (Registration: 2017/150434/07) with whom you are entering this agreement.
By applying to the Orms Affiliate Program you are confirming that you have read, understood and agree to the terms and conditions, which are legally binding should your application to the Orms Affiliate Program be accepted
AFFILIATE PROGRAMS
From time to time Orms may run multiple types of Affiliate Programs, the specific details of which may be published on the Affiliate Dashboard.
All Affiliate Programs run by Orms exclusively concern online transactions and are not applicable to in-store transactions.
All Affiliate Programs are based on once-off payments - no recurring payments apply.
Any Affiliates of Orms are independent contractors who act as agents of Orms. They are not employees of Orms and do not have the authority to act on behalf of Orms, save for what any Affiliate Program provides.
ACCEPTANCE
Orms reserves the right to approve or reject any Affiliate Program application in its sole and absolute discretion. An applicant will have no legal recourse against Orms for the rejection of an Affiliate Program application.
COMMISSIONS
For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full, successful payment for the product. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the Affiliate.
For a click-through to qualify, it must be legitimate, non-repetitive and generated by a customer. Any automated or manually generated ‘false’ click-throughs will not be honoured.
The most recent Affiliate link that a customer clicks on will earn the commission on a sale. There are no shared or recurring commissions.
Affiliates will not earn commissions on purchases made for or by themselves as well as if any other terms or conditions in this agreement are breached by the Affiliate
More detailed and specific information on commission structure, commission rates, exclusions, Affiliate links and more may be published on the Affiliate Dashboard. This information will form part of these terms and conditions and may be modified at any time at Orms’ sole discretion. Commissions can also be viewed on the Affiliate Dashboard.
PAYMENTS
An Affiliate can request a payment when their balance reaches a minimum balance of R500. These payments are processed free of charge into a South African bank account only.
Payments can be requested every 30 days.
Payments of lesser amounts than R500 or within a shorter time frame will attract a fee of R50 per payment.
Payment processing can take up to 30 days from the request date as payment will only be made on sales older than 60 days, in order to make allowance for potential returns and/or refunds
Payments will be made via electronic transfer from Orms’ South African bank account.
REFUNDS
In the event a customer validly requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted, at Orms’ discretion, from the Affiliate’s balance.
USE OF MATERIALS AND OBLIGATIONS
Affiliates are permitted to use the Orms brand and marketing resources supplied and are obligated to utilise and follow any branding, promotional and other guidelines or rules provided by Orms, which guidelines or rules form part of these terms and conditions and may be modified at any time at Orms’ sole discretion.
Affiliates are not entitled to modify logos and other Orms assets without written permission from Orms. The Affiliate does not gain any trademark, copyright,any other intellectual property rights or other rights to these materials.
The Affiliate will never imply that they are employed by or acting on behalf of Orms and will never advertise Orms products directly. The Affiliate agrees not to bid for advertisements that compete with Orms in / on any online, digital or physical marketing or advertising platform, channel or publication.
The Affiliate will never represent themselves, Orms or their relationship with Orms in a false or misleading or negative way.
The Affiliate will not engage in the distribution of unsolicited bulk email (spam) mentioning or referencing Orms.
Affiliates that are in-active and are no longer sending traffic to the Orms website may be removed from the program, at Orms’ discretion.
NON-EXCLUSIVITY
Orms is not limited to working only with an individual Affiliate in an Affiliate Program.
BREACH
Any Affiliate who violates these terms and conditions will immediately forfeit the right to all accrued commission fees and be removed from the Orms Affiliate program. Further, Orms reserves the right to institute any other action available to it in law for any Affiliate breach.
TERMINATION
Either party has the right to terminate the agreement immediately, in writing, without prior notice.
If the Affiliate terminates the agreement, no further commissions from Orms will be paid for any past or future customer transactions, from the date of termination.
If Orms chooses to terminate the agreement, all outstanding monies will be paid to the affiliate within 30 days of termination or within 60 days of the transaction, whichever period is longer. Balances of less than R500 will attract a R50 fee.
CONFIDENTIALITY
The Affiliate agrees to hold any confidential information in strict confidence and trust for the sole benefit of Orms, both during the term of this agreement and at all times thereafter, and shall not use any confidential information for any purpose other than as may be reasonably necessary to partake in an Affiliate Marketing Program.
For the purposes of this agreement, "Confidential Information" means any information disclosed by Orms to an Affiliate, including, but not limited to, information regarding Affiliate products, upcoming products, product designs, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, projects, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, and any other information which an Affiliate knows or reasonably ought to know is confidential, proprietary or trade secret information of Orms.
PROTECTION OF PERSONAL INFORMATION
The Affiliate agrees to opt into and accept Orms’ Privacy Policy.
Both Orms and the Affiliate must comply with their obligations under the Protection of Personal Information Act, 2013 (POPIA) to personal information in respect of which they are the responsible party.
To do so, both Orms and the Affiliate must take reasonable measures to: identify all reasonably foreseeable internal and external risks to personal information in its possession or under its control; establish and maintain appropriate safeguards against the risks identified; regularly verify that the safeguards are effectively implemented; and ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards.
INDEMNITY
The Affiliate agrees to indemnify and hold Orms harmless for any loss or damages, including, but without being limited to, consequential damages which the Affiliate may suffer as part of participating in an Orms Affiliate Program. This does not include when there is intention or gross negligence on Orms’ part.
GOVERNING LAW
This agreement shall be governed by the laws of South Africa.
DISPUTE RESOLUTION
All claims or disputes arising from or relating to this agreement must first be attempted to be resolved by negotiation, that being an informal meeting.
Should negotiation not be successful, the aggrieved party shall submit the dispute to mediation administered by the Arbitration Foundation of South Africa (“AFSA”).
Should mediation not be successful, the dispute shall be finally resolved by arbitration in accordance with AFSA rules.
The award of the arbitrator shall be final and binding.
MODIFICATION
Orms may modify any of the terms and conditions within this agreement, including on the Affiliate Dashboard, at any time and at its sole discretion. These modifications may include but not be limited to, changes in the scope of available commissions, commission schedules, payment procedures and Affiliate Program rules.
An Affiliate’s continued participation in the Affiliate Program indicates agreement and acceptance of these modifications.
GENERAL
No indulgence or leniency which a party may grant or show the other, shall in any way prejudice the granting party or preclude the granting party from exercising any of its rights which might have arisen in the past or which might arise in the future.
No waiver on the part of either party to this agreement of any rights arising from a breach of any provision of this agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.
The termination of this agreement shall not affect those provisions of this agreement which expressly provide that they will operate after such termination or which of necessity must continue to endure after termination, notwithstanding that the relevant clause may not expressly provide for such continuation.
Any provision in this agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this agreement, without invalidating the remaining provisions of the agreement.
