New affiliate account

The Company currently operates the website http://shop.osmoz.com/. In order to promote and develop awareness of its brand, the Company has set up an affiliation programme, hereafter referred to as “the Programme”. The Affiliate operates one or more websites and has expressed an interest in the programme offered by the Company. The purpose of these terms and conditions is to set out the terms of the cooperation between the Company and the Affiliate. This cooperation is based on the following principles: the Affiliate places links on its website using graphic and non-graphic components (texts, buttons, banners, logos, etc.) supplied by the Company, which send visitors to a page on the Company’s website. These links then give visitors to the Affiliate’s website access to the Company’s retail offering and enable them to view or take up the latter’s offers.

 

Any website operator is free to submit an application for enrolment in the company’s affiliation programme by completing and validating the form put online for this purpose. The programme membership application form can be found on the Company’s website and can be completed and submitted therefrom. By validating the said form, the Applicant agrees to be bound by all terms and conditions of this agreement and acknowledges that the “double click” constitutes evidence of its acceptance thereof. The Affiliate shall then be sent an automatic confirmation email containing the Affiliate’s code, password and contact email address.

 

The Company may, in its sole discretion, accept or reject any application for membership of the affiliation programme. The Applicant shall have no right of appeal against the Company’s decision in the event that the application submitted by it is rejected. Without limiting the Company’s right to reject any membership application for any reason, applications for enrolment as an Affiliate shall also be rejected in the following instances (non-exhaustive list):

• If the application is incomplete,

• If the Applicant’s website contains images or content deemed unacceptable by the company or unsuitable in relation to the image the company wishes to generate with respect to its own website,

• If the Applicant’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, threatening, obscene, vulgar, pornographic, or racist materials, or materials that show discrimination on the basis of gender, sexual preference, national origin, ethnicity, nationality, disability or religious preference,

• If the Applicant’s website contains any material that in the company’s opinion violates any patent, trademark, copyright, trade secret, confidential information or any other property rights of any other party.

• If the Applicant’s website does not comply with the obligations arising from the French Act 78-17, amended, on the protection of personal data.

 

Even after the Company has accepted the Applicant as an Affiliate, it may, in its sole and absolute discretion, cancel or terminate the beneficiary’s affiliation status for any reason. In the event that this Agreement is terminated for any reason other than a breach by the Affiliate of its obligations hereunder, said termination shall take effect at the end of a notice period of one month. The Affiliate shall not be entitled to any form of financial compensation in such an event.

 

The Company shall supply all elements needed by the Affiliate to perform its services correctly and in particular the following: • The graphic and non-graphic components (texts, banners, logos, etc.) to be used by the Affiliate to create the links from its website to the Company’s website; • Information about the number of visits and/or sales made through the links shown on the Affiliate’s website.

 

The Affiliate shall place on its website(s) links redirecting visitors towards the Company’s website. The Company shall make available to the Affiliate the links, in graphic or non-graphic format, to be inserted on the Affiliate’s website(s) and that will redirect visitors towards the Company’s website in the form of hypertext links. The Company shall cooperate with the Affiliate on the selected location on the website(s) for incorporation of the elements required for the proper fulfilment of this agreement. In supplying materials to the Affiliate, the Company only grants the Affiliate the simple right to use the said materials for the purpose of fulfilling this agreement. The Affiliate shall not under any circumstances have the right to reproduce, represent or disseminate in whole or in part any of the materials (trademark, logo, etc.) provided by the Company, which shall remain the property of the Company. If the Affiliate terminates its participation in the programme for any reason, it shall immediately stop using the materials supplied by the Company and withdraw them from its website(s) and computer/network server. The Affiliate shall only be authorised to use the materials made available to it by the Company on the website(s) listed by it in its application to become a member of the Affiliation programme. New applications must be submitted to and accepted by the Company for any and all other websites or entities. The Affiliate shall not place links to the Company’s website or its contents in discussion groups, message boards, unsolicited emails or any other type of junk email, networking banners, counters, discussion forums, visitor books, IRC channels or through similar internet resources. Materials supplied by the Company may be displayed on social networking sites subject to the Company’s prior authorisation. The Affiliate must apply for such authorisation before displaying any materials online on such networks.

 

The Company strictly prohibits the use of unsolicited commercial emails and spam campaigns. The Company has a zero tolerance policy towards spam emails, whether sent directly by the Affiliate or by third parties acting on the latter’s behalf. The Affiliate acknowledges that it has been informed of the legal obligations in this respect and the recommendations issued by the CNIL (France’s Data Protection Agency), which it can read by clicking here. Consequently, the Affiliate shall indemnify and hold the Company harmless from any direct or indirect claims or damages arising from such practices. The Company reserves the right to terminate the programme without prior notice or compensation in the event of any breach of these obligations by the Affiliate or any other party. Any Affiliate involved in spamming, including with respect to discussion groups, or in any other breach of anti-spam legislation shall be subject to the following: • The Affiliate’s account will be closed without any notice or compensation being due; • Our private information security policy will no longer apply and all relevant information will be passed on to the appropriate authorities and/or anti-spam organisations. The Affiliate shall be held liable for the cost of any financial damage suffered by the Company in the event of any breach of this programme agreement, including the cost of any damage caused by the loss of custom or to the brand.

 

The Company shall be responsible for processing all customer requests, product orders and shipping, invoicing and recovery of payment, with respect to customers visiting the Company’s site via the link from the Affiliate’s website. The Company shall be solely responsible for setting the prices of the products sold by it and reserves the right to change its price structure, end special offers, stop supplying products and/or services or change the conditions under which products or services are offered, at any time and without giving the Affiliate prior notice thereof. Furthermore, due to the specific nature of the internet network, the Company cannot guarantee the availability of the products on sale on its website in real time. The Company’s only responsibility in this respect shall be to register customer orders resulting from the links placed on the Affiliate’s website(s) and to generate reports summarizing the commissions payable to that effect. The Company shall have no obligation to provide the Affiliate with information about any customer, even if that customer has visited the Company’s website via the link on the Affiliate’s website. The Company shall not be held liable for any errors or non-allocation of sales or commissions to the Affiliate if those errors or non-allocation are the result of a failure to properly format the links on the Affiliate’s website. The Affiliate shall ensure that the links are properly formatted at all times and report any problem in this respect to the Company.

 

Customers who buy products on the Company’s website, wherever they come from, are the Company’s customers, not the Affiliate’s. The Affiliate shall not be entitled to commission on any future purchases made by these customers unless said purchases are made via the link from the Affiliate’s website.

 

Commissions will be paid to the Affiliate on the basis of a percentage of the qualifying purchases made by visitors accessing the Company’s website through the Affiliate’s website. Commissions will be calculated on the basis of the gross selling price, excluding costs for shipping and processing, taxes on sales, special handling costs such as packaging costs, late payment costs, bad debt recovery costs, import/export customs duties, or any other payment made to the Company and not included in the product purchase price. A purchase shall be deemed to be a qualifying purchase once the period of reflection granted to the customer has expired and full payment of all sums owed has been received, and subject to the non-repudiation of the payment method used. Commissions shall not be calculated therefore on any amounts attributable to credit card theft, loans offered to customers, bad debt or returned goods. The Company reserves the right to deduct from the following month any commission paid by it for a non-qualifying purchase, if the commission paid in previous months included commission for such a purchase. Commissions will only be paid on sales detected by the Company’s tracking system and indicating the Affiliate’s website(s) as the source. The Affiliate shall not be entitled to commission if the visitor goes to the Company’s website at a later time via a different link or from a source other than the Affiliate’s website and subsequently makes a purchase. The Affiliate shall not be entitled to any commission on later sales, even if the visitor’s first visit to the Company’s website was made via the link from the Affiliate’s website(s). Commissions shall only be earned and paid if the visitor follows the link from the Affiliate’s website to the Company’s website and makes a purchase during that same visit. Commissions will be paid to the Affiliate on a quarterly basis for the qualifying sales made by the Company during the previous months. The commission rate is set at 10% of the qualifying sales made via the hypertext links present on the Affiliate’s website(s). If the Affiliate is a professional website operator, payments will be made by direct deposit into the professional bank account designated by the operator at the time of application for membership of the programme. If the Affiliate is a private individual, commissions will be paid in the form of gift vouchers. The Company will not proceed with payment until the total amount due to the Affiliate is at least €30. Amounts below €30 will be added to the Affiliate’s account and payment made in the quarter during which the total amount due reaches the €30 minimum. The Company may change the minimum commission payable at any time.

 

This Agreement shall remain in force for a period of 12 months and be automatically renewable. It shall only come into effect once the Affiliate’s application has been accepted by the Company. The Affiliate or the Company may terminate this Agreement at any time, with or without cause, by sending an email to this effect to the other party, in accordance with this agreement. Notice sent to the Affiliate by email shall be deemed to be effective notice. The Affiliate shall lose all entitlement to previous commissions due to it if this agreement is terminated as a result of the Affiliate’s inability to comply with the terms and conditions herein or with any other programme policy or procedure established or amended by the Company at its discretion. If this agreement is broken for any other reason, the Affiliate shall be entitled to payment of all commissions earned and accrued at the date of termination of this agreement.

 

The Company reserves the right to modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion, after first notifying the Affiliate thereof. Notice of any changes shall be given either in an email sent to the Affiliate or by posting a change notice online in the special section shown on the Company’s website. Such changes or modifications shall become effective as soon as notice thereof has been sent by email or loaded onto the Company’s website. If any modification is deemed unacceptable to the Affiliate, the latter’s only recourse shall be to terminate its participation in the programme. The Affiliate’s continued participation in the programme following a change notice will constitute agreement to and binding acceptance of the change.

 

The Affiliate agrees not to disclose any information about the Company and its activities that it may learn as a result of its participation in the programme. It agrees that such information shall remain strictly confidential and secret and shall not be revealed to any other parties or used for any personal purpose, unless otherwise indicated by the Company.

 

The Company and the Affiliate are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative or employment relationship between them. Neither party shall have any apparent, implicit or real authority to make or accept any commitments on the other’s behalf. There shall be no other licensee under this agreement.

 

This Agreement is personal to the Affiliate and it may not transfer this Agreement or any advantage or obligation herein to any third party.

 

This Agreement, and any other contracts, agreements, understandings or appendices to which it may refer, constitutes the final, entire and sole expression of the terms of the agreement between the parties as regards the specific subject matter covered herein. This Agreement supersedes any and all current or prior contracts, agreements, understandings and appendices not specifically referred to herein. Neither party has signed this agreement on the basis of any contract, agreement, understanding, promise, commitment or guarantee other than those explicitly incorporated into and described by this contract. If any provision of this agreement is adjudged by any court of law to be void or unenforceable, the rest of the agreement shall remain in effect.