Article 1 - Definitions
Daisycon: The limited liability company Daisycon, with registered premises at P.J. Oudweg 5, 1314 CH Almere, registered under VAT number 8090.84.855.B01 and Chamber of Commerce number 39.07.36.84.
Publisher: Any natural or legal person who has accepted the General Terms and Conditions for Publishers and who has been accepted by Daisycon as a Publisher to grant visitors to its website, readers of its e-mails and/or people reacting to its keyword marketing activities or to grant people in any other way access to an Advertiser's website using a link or another electronic connection, and/or who generates Clicks and/or Transactions for an Advertiser via promotion through other means.
Click: A visitor who visits an Advertiser's website via a Daisycon link.
Transaction: A Transaction is a purchase, a registration or some other action as described in the Advertiser's program or the campaign which is carried out by a visitor or on behalf of a visitor on the Advertiser's website or on a page within Daisycon's network that is distributed for this purpose.
User: Any internet User who visits an Advertiser's website via a website, an e-mail or search engine by means of a link provided by Daisycon.
Advertiser: Any natural or legal person who grants Users access to its website via Publishers by means of a link or another electronic connection, where a User can purchase products and/or services, and who rewards the Publisher, through the agency of Daisycon, for each product and/or service purchased or for each referred User.
Article 2 - Registration and acceptance
2.1 Applying to become a Publisher means that the Publisher accepts the General Terms and Conditions for Publishers and observes them.
2.2 In order to be registered as a Publisher, the applicant Publisher must:
2.3 After the application has been received, the application and the Publisher's website will be assessed to see whether they meet the stated requirements (see Article 3) and whether there are any other objections to the application by the applicant Publisher. Daisycon shall under no circumstances be obliged to accept an application.
2.4 Acceptance or rejection of a prospective Publisher's application will be announced by means of a confirmation or rejection e-mail sent by Daisycon. Daisycon will try to respond to applications within two (2) working days after receipt. The agreement will only come into effect and the applicant will be accepted as a Publisher after receipt of the confirmation e-mail.
Article 3 – Use
3.1 Transactions, clicks and views must be performed purposively by the User without any coercion, misrepresentation or promises which are not in accordance with the Advertiser’s campaign. It is not permitted to pay a User to generate Transactions without the express approval of Daisycon and/or the Advertiser. Judgement of this is at the discretion of Daisycon and the Advertiser.
3.2 The Publisher shall be clear about the fact that the products and/or services are provided by the Advertiser and not by the Publisher. The Publisher shall be clear about the fact that any promotional offer is made available by or on behalf of the Advertiser. The Publisher shall be clear about the fact that the distribution activities take place via Daisycon's network.
3.3 The Publisher shall be entitled to use the Advertiser's name, the logo as displayed on the Advertiser's website and any material specially provided by Daisycon exclusively for the purpose of affiliate programs or campaigns in a manner to be indicated from time to time by the Advertiser and at all times in accordance with the instructions issued by the Advertiser and Daisycon. A further condition is that no modifications shall be made to the material provided and that use of it shall not be misleading or damaging to the Advertiser and/or Daisycon.
3.4 Without prejudice to the requirements of Article 3.3, the Publisher will respect the copyright, trademark rights and any other exclusive entitlements as enjoyed by Advertisers, by Daisycon and by any third parties.
3.5 The Publisher shall use the material made available solely for the purpose of the affiliate program and/or the Advertiser's campaign and shall make no modifications to it.
3.6 The information and data obtained through the use of Daisycon's network may only be used by the Publishers themselves and only in the context of participation in the network. The provision of such information and data to any third party, as well as its use for other purposes, and in particular for the purpose of advertising, are strictly prohibited.
3.7 Daisycon will offer the Publisher's advertising space to the Advertisers selected by the Publisher. The Publisher must satisfy the conditions and, where applicable, must also accept the supplementary conditions for participation in a specific program. While Daisycon will make a real effort to recruit as many Advertisers as possible, it is unable to provide any guarantees in this respect.
3.8 The products and/or services on the Advertisers' websites may change on a regular basis. The Publisher shall ensure that the terms and conditions relating to the products and/or services which may be specified on its website and/or which are in its possession for promotional purposes are in accordance with the products and/or services appearing from time to time on the Advertiser's website.
3.9 Publishers shall not be permitted to use the material supplied and the data obtained for actions or conduct which are in conflict with the applicable statutory requirements, netiquette, the Guidelines of the Netherlands Advertising Code Committee, the agreement or these General Terms and Conditions for Publishers. This will include, but is not restricted to, the following actions and conduct:
-
Spamming: the unsolicited sending of large quantities of e-mail messages with the same content and/or the unsolicited posting of a message with the same content on large numbers of newsgroups;
-
Violation of work protected by copyright or any other action which is in conflict with intellectual property rights held by a third party;
-
Misleading any third party;
-
Misusing text, logos, brand names or information from Advertisers;
-
Offering payment and/or discounts directly to Users for engaging in Transactions with Advertisers, without the express approval of the Advertiser;
-
Using the Advertisers' brand and/or trade names in search engines or in keyword marketing.
3.10 Some examples of content of a Publisher's website or e-mail that is not permitted are listed below:
-
Content of an erotic, pornographic or violent nature;
-
Content which discriminates by race, gender, religion or philosophy of life;
-
Content that develops, promotes or praises illegal activities;
-
Content that harms the good name and reputation of Daisycon and/or the associated Advertisers;
-
Content that violates the copyright, trademark or other entitlements of the Advertiser or any third party.
3.11 The express approval of the Advertiser must be obtained prior to running a CPC campaign via e-mail or search engines. "Get-paid-to" sites are excluded from CPC payments. The generation of clicks using CGI or other scripts, popup windows, search engines, etc. is not permitted. Modification of the generated HTML link code is not permitted. Requesting people to click on a link and paying visitors to click on a link is also not permitted. Judgement of the above is at the discretion of Daisycon.
3.12 The Publisher's website must be accessible to the general public if it includes links for which the Publisher receives payment per impression, per click or per purchase.
3.13 The Publisher shall, at all times, act in accordance with the guidelines and instructions relating to the installation and use of the link, as well as the guidelines and instructions relating to the content.
3.14 If the Advertiser indicates that installation and use of the link on the Publisher's website is not desired, Daisycon shall be entitled to block the link without prior notification.
3.15 Notwithstanding Article 3.14, the Publisher binds itself to remove any link, to return any promotional material and/or to remove them from the Publisher's website within two (2) working days, or to cease promotion or distribution, at the first request of the Advertiser and/or Daisycon.
3.16 In order to prevent misuse, Daisycon shall be entitled to store the Publisher's IP address as part of the registration process.
3.17 Daisycon shall be entitled to call up Publishers' data, to process it, to store it or to use it for internal and/or statistical purposes. For reasons of privacy, Daisycon shall not provide any personal data to third parties without prior approval from the relevant persons. The Advertiser shall only see data which relates to the indicated media type. Daisycon shall also be entitled to contact the Publisher by e-mail and by telephone.
3.18 In the event that the Publisher acts in conflict with the stipulations of these General Terms and Conditions for Publishers, or if there is reasonable suspicion to believe that he has done so, the Publisher shall be obliged to cooperate in any investigation into such breaches and to allow access to its financial accounts, its electronic files and the data on his server.
Article 4 - Commission/Rates
4.1 The Publisher may claim commission, provided that:
-
The commission has been earned in a regular manner and is not in conflict with the General Terms and Conditions for Publishers nor the normal standards of fairness and reasonableness;
-
Daisycon has recorded a view or click on the Publisher's website and payment is due for each view or click;
or
-
A User has purchased and/or requested products and/or services from one or more of the Advertiser's websites and provided that these actions were registered by means of a link on the Publisher's website or in a Publisher's e-mail or by means of keyword marketing activities;
-
A User has purchased and/or requested products and/or services from one or more of the Advertisers and provided that this purchase and/or request was realized and recorded by means of promotional activities by the Publisher;
and
4.2 Approval of Transactions is at the Advertiser's discretion and will be based on criteria drawn up in advance by the Advertiser. Daisycon will monitor the Advertiser to ensure that approvals are completed in a conscientious and timely fashion. Validated orders may not be cancelled by the Advertiser, except in exceptional circumstances (such as misuse by third parties or blatant error on the part of the Advertiser during processing).
4.3 With cost-per-click (CPC) arrangements, only one (1) click per IP address per advertising message per Publisher per daily period will be registered.
4.4 The commission specified in Article 4.1 is for Publishers participating in the "business" category and excludes VAT. Where applicable under the law of the Netherlands, VAT will be added to the commission and paid, provided the Publisher holds a VAT number.
4.5 The recorded views, clicks and Transactions shown on Daisycon's website are binding for Daisycon, the Advertiser and the Publisher.
Article 5 - Payment
5.1 Commission will be paid monthly on approximately the 15th day of the month and transferred to the account indicated by the Publisher. Commission of less than € 25 (in words: twenty five euros) will not be paid. In the event that the Commission over a payment period (one month) amounts to less than € 25 (in words: twenty five euros), no payment will be made in the month in question and the Commission will be paid at a later date. Payment will then be made in the month where the total Commission amounts to € 25 (in words: twenty five euros) or more.
5.2 In the event that the payment is to be made to a foreign bank account with no IBAN number, the minimum commission to be paid is € 100 (in words: one hundred euros). In the event that the commission for the period of one month amounts to less than € 100 (in words: one hundred euros), no payment will be made in the month in question and the commission will be paid at a later date. Payment will be made in the month where the total commission amounts to € 100 (in words: one hundred euros) or more. Any bank charges imposed for payments abroad will be withheld from the payment.
5.3 The total Commission earned by the Publisher, which has been accumulated via participation in the various affiliate, lead and cost-per-click programs, will be paid each payment period in euros in arrears by Daisycon. No interest will be due on credit balances in Publishers' or Advertisers' accounts.
5.4 Daisycon shall, at all times, be entitled to offset any amount owed to a Publisher against any amount owed by the Publisher to Daisycon for whatever reason.
5.5 Any residual credit balance payable to a Publisher at the end of the agreement will be paid to the Publisher, provided it amounts to €25 (in words: twenty five euros) or more.
5.6 The Publisher's account will be closed, if no credit balance whatsoever is achieved over a period of one (1) year. Extension of the agreement will be at Daisycon's discretion. In the event that the accumulated credit threshold for payment has not been achieved within three (3) years, the account will be closed and the accumulated credit balance will not be paid. The Publisher may submit a request to extend the agreement within a period of one month following closure of an account in writing.
Article 6 – Ending the collaboration
6.1 Daisycon shall, at all times, be entitled to end the collaboration with the Publisher, for reasons of its own, taking account of a notice of two (2) working days. The Publisher shall, at all times, be entitled to end the collaboration with Daisycon, for reasons of its own, taking account of a notice of five (5) working days.
6.2 Without prejudice to its remaining entitlements, Daisycon, acting on behalf of Advertisers, shall be entitled to end the collaboration with the Publisher with immediate effect in the event that:
-
The Publisher falls short in meeting its obligations or acts in conflict with the General Terms and Conditions for Publishers;
-
The Advertiser or Daisycon is of the opinion that the Publisher's website or e-mails could constitute a breach of public order or decency or could be shocking or violent in any way whatsoever;
-
The Advertiser or Daisycon may suffer damage because of it in any way;
-
In the context of the affiliate program, the Publisher acts unlawfully towards the Advertiser, Daisycon and/or any third party.
6.3 The collaboration between the Publisher and Advertiser will end by right in the event that:
6.4 Advertisers and Publishers acknowledge that the collaboration between them has only come about due to the Daisycon network. In the event that the Advertisers or the Publishers end the collaboration with Daisycon and then make direct agreements with each other, or through agency of a third party, regarding online advertising within a period of 12 (twelve) months, then Daisycon shall be entitled to charge the Publishers the amount of the credited turnover for the last six months or if the period of participation was shorter than that, for the entire period of participation, with a minimum amount of € 5,000, which shall be payable by the Publisher within 14 days of receipt of the invoice by the Publisher.
Article 7 - Consequences of ending the collaboration
7.1 In the event that the collaboration with the Publisher is ended, for whatever reason, then:
-
The link(s) will be disconnected;
-
Daisycon shall be entitled to block the Publisher's access to Daisycon's website;
-
The Publisher may make no (further) claims to commission, without prejudice to the requirements of Article 7.2;
-
The Publisher will immediately remove from its website and/or return all links and/or material provided by the Advertiser and/or Daisycon;
-
The Publisher shall no longer be entitled to use the Advertiser’s nor Daisycon’s name.
7.2 Exclusively in cases where the collaboration is ended in accordance with Article 6.1, Article 6.3 and/or Article 10.3, the Publisher may claim payment of Commission relating to clicks, views or Transactions completed before the end date, in accordance with the conditions of Article 4 and Article 5.
7.3 Without prejudice to the requirements of Article 7.2 and Article 8, Daisycon and the Publisher may make no claim for payment from the other party in connection with the ending of the collaboration, and the parties hereby waive any entitlement to any compensation and/or damages in relation to the ending of the collaboration.
Article 8 – Liability
8.1 The Publisher shall be fully responsible and liable for the development, maintenance and performance of its website and/or e-mail or keyword marketing activities, as well as its content. The Publisher shall be liable for any damage suffered by Daisycon or the Advertiser as a consequence of any shortcomings on the part of the Publisher, except where there is no intent or serious misconduct on the part of the Publisher or his subordinate manager(s).
8.2 Daisycon shall not be liable, under any circumstances, for direct or indirect damage suffered and/or costs incurred by the Publisher in connection with participation in the affiliate program, except in the case of intent or serious misconduct on the part of Daisycon or its subordinate manager(s).
8.3 The Publisher hereby undertakes to meet all obligations imposed by fiscal legislation and indemnifies Daisycon against all claims on that subject.
8.4 Daisycon shall not be liable for the material provided by the Advertiser. It remains the Publisher's responsibility to include and/or distribute it. In the event that Daisycon is held liable by third parties in connection with such content, then the Publisher creating the situation shall assume liability for this from Daisycon, indemnifying Daisycon on the subject. Costs incurred by Daisycon in connection with claims of liability by third parties, such as the costs of legal assistance, shall be compensated in full by the Publisher.
8.5 Daisycon shall not be liable for the quality and uses of the goods and services purchased by the User, nor for the quality, nor for any breaches of entitlements of any third party.
8.6 Daisycon undertakes to provide the Publisher with insight into the following via its websites:
8.7 Any attempt to manipulate the Daisycon network in any way whatsoever will automatically lead to immediate blocking of the Publisher. All claims to any accrued credit balances will thereby become invalid. Any damage suffered will be recovered from the Publisher.
8.8 Daisycon cannot be compelled to comply with its obligations resulting from the agreement with the Publisher, if and as far as such compliance is hindered by external factors, such as a fault in Daisycon's network (whether or not caused by external influences, human error, etc.) or an interruption of operations.
Article 9 - Confidentiality
9.1 Prior to, during and following the termination of the agreement with Daisycon, the Publisher shall refrain from making any statement to any third party or from providing any such third party with information relating to the methods and techniques used and the data provided by Daisycon, all to be interpreted in the broadest sense of the word.
9.2 The Publisher undertakes to refrain from initiating any activities which could compete with Daisycon’s activities, prior to, during and for two (2) years after the termination of the Agreement, and also to refrain from any direct or indirect participation in such activities.
9.3 In the event that the Publisher breaches the terms and conditions set out in this article in any way whatsoever, then the Publisher shall be liable to a penalty of €50,000 payable to Daisycon for each violation, without any requirement for notice of default and without prejudice to any other entitlements of Daisycon, including those relating to compliance, termination of the agreement, additional compensation for damages, etc.
Article 10 – Miscellaneous
10.1 The Publisher shall give no undertaking nor enter into any obligations for or on behalf of the Advertiser and/or Daisycon.
10.2 The Publisher shall not be entitled to transfer (part of) its rights to a third party through collaboration.
10.3 Daisycon shall be entitled to amend the General Terms and Conditions for Publishers at any time. The Publisher will be informed of such action by electronic means. The Publisher shall be entitled to end the collaboration in the event that the amended General Terms and Conditions for Publishers are not acceptable to the Publisher. If the Publisher does not initiate the ending of the collaboration within 14 days, the Publisher shall be deemed to have accepted the amended General Terms and Conditions for Publishers.
10.4 If any stipulation of these General Terms and Conditions for Publishers is in conflict with the applicable law, then this stipulation shall be amended so that it is brought into compliance with the applicable law, taking account of the scope of the relevant stipulation.
10.5 The Publisher hereby explicitly declares that the Publisher is aware of the Dutch and International legislation regarding the distribution of advertising relating to the Publisher's services and/or products. The Publisher indemnifies Daisycon against any legal claims which could be related to the distribution of the Publisher's advertising messages.
10.6 By registering, a Publisher automatically agrees to the latest version of the General Terms and Conditions for Publishers relating to participation in the Daisycon network.
10.7 No company existing as a legal entity shall be formed as a result of this agreement. The General Terms and Conditions for Publishers do not regulate any labour relationship, trading agency relationship, representative relationship or appointment relationship and, therefore, do not authorise any of the parties to issue any legal declarations on behalf of one or more of the relevant parties, or to oblige any party to act in any way whatsoever or to represent them.
Article 11 - Applicable law and competent court
11.1. The General Terms and Conditions for Publishers are subject exclusively to Dutch law.
11.2 The nullity of one or more of the stipulations of these General Terms and Conditions for Publishers will not affect the validity of the remaining stipulations.
11.3. Any disputes concerning the General Terms and Conditions for Publishers which cannot be settled amicably by Daisycon and the Publisher will be brought before the competent court at Lelystad, except when Daisycon opts to bring the dispute before the court which would have been competent in the absence of this Article.
