Enecta Affiliate Program Terms and conditions
1.1. The purpose of the Affiliate program is to permit the Affiliate to advertise Enecta Website, Enecta products and services and to earn affiliate fees for Transactions and Sales made by Affiliate’s end users.
1.2. This Agreement contains the complete terms and conditions for becoming an Affiliate in Enecta’s Affiliate Program. The purpose of this Agreement is to allow linking between Affiliate’s website, social media platforms and other promotional channels and Enecta.
1.3. Affiliate makes no guarantee or representation that it will generate any Transactions and Sales. Enecta makes no guarantee or representation that the Affiliate will be successful in earning any Payouts.
- Affiliate’s Rights & Obligations.
2.1. The Affiliate agrees to provide Enecta with valid information about Affiliate’s company and promotional methods, and to maintain up-to-date account information, including contact information, websites used, ownership, and any other information requested by Enecta.
Enecta has the right to confirm and check the truth and accuracy of any registration information at any time.
If any information is determined to be misleading, inaccurate or untruthful, Enecta may restrict, deny or terminate your account.
2.2. During the term of this Agreement, the Affiliate is allowed:
2.2.1. To place links on his website to the Enecta website.
2.2.2. To place links in emails and other forms of electronic communication to the Enecta website.
2.2.3. To market the assigned Discount Codes if awarded with one.
2.3. In order to facilitate the advertisement Enecta will make available data, when requested, images, text, link formats, widgets, links, and other linking tools and other information in connection with this Agreement to the Affiliate.
Affiliate shall not alter, modify or otherwise change the creative content, links and code used to create the advertisements, text link, banner ad or coupon codes, or any Creative-related feature, that Affiliate obtains access to in connection with any Affiliate Program in any manner whatsoever, without Enecta’s prior express written consent.
2.4. The Affiliate will not, nor knowingly permit any person to activate Creatives or inflate the amount of Transactions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, frames, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Transaction.
2.5. Affiliate represents and warrants that all promotional means utilized by the Affiliate will not contain objectionable content (including but not limited to content that is misleading, illegal, and/or promoting illegal goods, services or activities), and will not mislead others. Enecta may review published information, conduct and any suspected fraudulent, abusive or otherwise illegal content or activity. Any validated breach of this Section is grounds for immediate termination of this Agreement, forfeit of Affiliate Fees, and deactivation of the Affiliate’s account.
2.6. Affiliate will not enable the tracking code to collect personally identifiable information of Customers or potential Customers that would allow Affiliate to personally identify such Customer or potential Customer.
2.7. Support for Affiliate’s program is available by contacting Enecta and reaching the appropriate person or support services.
3.1. Affiliate fee: This Affiliate Program Fee Schedule is part of the Enecta Affiliate Agreement that governs Affiliate’s participation in the Enecta Affiliate Program. This Schedule describes the affiliate fee rates (commissions) the Affiliate may earn as a participant in the Affiliate Program in accordance with the monthly revenue.
The monthly revenue is calculated by summing all Transactions and Sales in a calendar month.
Note that all discounts for customers will be deducted from the gross amount when calculating the final commission.
3.2. Enecta reserves the right to update its pricing for the Services and Commissions and/or change the Discount Codes for the Affiliate at any time.
3.3. Enecta will track Transactions and Sales for reporting and affiliate fee accrual purposes and will make the reports available to the Affiliate summarizing those Transactions. Subject to other provisions in this Agreement, Enecta will credit the Affiliate a percent Commission for each qualifying Transaction in accordance with the Affiliate Fee Schedule (Annex No. 1) and Affiliate Program terms. Between the 1st and 15th day of each calendar month, Enecta will credit any positive balance in the Affiliate account for Transactions reported for the applicable period. Enecta shall have no obligation to make payment of any Affiliate Fees for which payment has not been cleared by Enecta.
3.4. No Affiliate Fees will be issued for any amount owed to Affiliate less than fifty euros (50€) (“Payment Threshold”). Upon termination of this Agreement, all Affiliate Fees due to Affiliate that were collected from the applicable Customer, even amounts below the Payment Threshold, will be paid during the next billing cycle, unless otherwise stated in this agreement.
3.5. The Affiliate shall be responsible for all applicable taxes. You acknowledge and agree that you retain full responsibility for fulfilling your obligations with respect to VAT;
3.6. The commissions will be calculated based on the net transaction sum, including shipping packaging, taxes and excluding optional coupon codes with a discount provided by Enecta. Payment of remuneration will only be made upon completion of the Customer’s transaction and subject to that Enecta has received full payment for these transactions.
3.7. The payments to the Affiliate will be executed on a monthly basis and will be paid by the end of the following month. Payment to the Affiliate will be made by the third part application that goversn the affiliation program, that is Referall Candy.
3.8. The Transaction and Sales generated by the Affiliate will exclude and Enecta will not pay Affiliate fees on any of the following:
3.8.1. any Product or Service purchased through Enecta Website that violates the terms of this Agreement;
3.8.2. any Product or Service purchased after termination of this Agreement;
3.8.3. any Product or Service order that is cancelled or returned;
3.8.4. there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a Customer order. In case of duplicate order, the sale will be attributed to Affiliate who referred the Customer last. If an exclusive discount code was used, the Transactions and Sales will be attributed to the Affiliate to whom the exclusive discount code was issued;
3.8.5. any Product or Service purchased by a customer who is referred to the Enecta Website through any of the following:
220.127.116.11. Prohibited Paid Search Placement (an advertisement that the Affiliate purchased through bidding on branded keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions;
18.104.22.168. False advertising, false discount code promotion, spread of misinformation or unsolicited information, spam, use of spyware or any other type of malware. Any validated breach of this Section is grounds for immediate termination of this Agreement, forfeit of Affiliate Fees, and deactivation of the Affiliate’s account;
22.214.171.124. Unauthorized use of any trademarked related keywords such as Enecta.com, Enecta,
www.Enecta.it, Enecta coupons, product names and/or any misspellings or similar alterations of these keywords will be considered trademark violation, and will result in immediate termination of this Agreement, forfeit of Affiliate Fees, and deactivation of the Affiliate’s account;
4.1. The Affiliate agrees to not at any time or in any manner divulge, disclose or communicate to any person, firm or corporation any trade, technical or technological secrets; any details of Enecta’s organization or business affairs, its manner of operation, its plans, processes, and/or other data; any names of past or present customers of Enecta; or any other information relating to the business of Enecta, without regard to whether all of the foregoing matters will be deemed confidential, material, or important.
- Limits on Enecta’s Liability
5.1. Enecta shall not be liable for costs and damages incurred by the Affiliate arising out of this Agreement, unless caused directly by the negligence of Enecta. Enecta shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.
5.2. Enecta will not be liable for defects in the service interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Enecta Website.
5.3. The Affiliate shall keep Enecta indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate's website or any incorrect information given. The Affiliate shall also compensate Enecta for any other damages or costs caused by the Affiliate's improper, negligent or unauthorized use of Enecta Website.
- Term and Termination
6.1. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. The Agreement shall automatically renew for a successive one (1) year term, unless either Party gives thirty (30) days’ notice to the other that it intends not to renew the Agreement at the end of the current term.
6.2. The Agreement shall be terminated after a period of one hundred eighty (180) days of Affiliate account inactivity.
6.3. Enecta is entitled to terminate this Agreement with immediate effect at any time, without prior written notice, without providing a cause and without incurring any liability to the Affiliate. Enecta may or may not inform the Affiliate by email that this Agreement and the provided Discount Codes are no longer effective. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to the Enecta websites.
6.4. In the event of termination of services without a cause, the Enecta will pay to the Affiliate the accumulated remuneration on all Transactions and Sales, which were completed prior to the Agreement termination day. If a cause is provided, Enecta will not pay any Affiliate fees.
- Ownership and assignment
7.1. Enecta owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licenses whatsoever under this Agreement other than to use links to Enecta website and market the Discount Codes according to the terms of this Agreement.
7.2. Neither party shall assign or transfer this Agreement or any of its rights or obligations herein, whether in whole or in part without the prior written consent of the other.
- Representations, Disclaimers and Indemnification
8.1. Each Party warrants, represents and undertakes that:
8.1.1. it has the full power and authority to carry out its obligations in the Agreement;
8.1.2. its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;
8.1.3. it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.
8.2. Each party ("Indemnitor") shall defend, indemnify and hold the other party and its respective shareholders, directors, officers, employees, subcontractors and agents ("Indemnitee") harmless against all claims, suits, costs, damages liabilities, expenses (including reasonable attorney's fees), settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for the Indemnitor's breach of this Agreement, provided that: (a) Indemnitee notifies Indemnitor in writing within a commercially reasonable time after its receipt of notice of any Claim; (b) Indemnitor has sole control of the defense and all related settlement negotiations (except that the Indemnitor shall not settle any Claim in any manner which would admit fault by the Indemnitee without Indemnitee’s reasonable consent); and (c) Indemnitee provides Indemnitor with reasonable assistance, information and authority necessary to perform its obligations under this Section. Indemnitee may participate in the defense of a Claim at Indemnitee’s expense, and such participation shall not waive or reduce any obligations on the Indemnitor under this Section.
9.1. Force Majeure: "Force Majeure" means circumstances beyond the reasonable control of any party, including but not limited to natural disasters, war, terrorist action, fire, flood, governmental act, Internet or other telecommunications failure. Neither party shall be liable to the other party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a party becomes aware of a Force Majeure event, such party shall immediately notify the other party in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice to the other party with immediate effect.
9.2. Entire Agreement: This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.
9.3. Electronic Signatures: Each party acknowledges and agrees that by clicking-through acceptance of this Agreement; it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
9.4. Severability: If any provision inthis Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties' stated intentions.
9.5. Survival: All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.
9.6. Independent Contractor: It is understood that the Affiliate is an independent contractor, and nothing contained in this Agreement shall be construed as appointing the Affiliate as an employee of Enecta. Correspondingly, it is understood that the Affiliate is solely responsible for the payment of all taxes on commissions paid by Enecta under this Agreement. It is agreed that Enecta shall do no withholding for income, self-employment, payroll or any other taxes. Moreover, nothing in this Agreement grants or authorizes either party to assume or to create any obligation, contract or liability, express or implied, on behalf or in the name of the other. Moreover, it is strictly understood that nothing contained herein shall serve to make the Affiliate an agent of Enecta, and any such relationship is hereby expressly disclaimed. All financial and other obligations associated with Affiliate’s business are the sole responsibility of Affiliate, the Affiliate shall be responsible for, and shall indemnify and hold Enecta free and harmless from, any and all claims, damages or lawsuits (including Enecta’s attorneys’ fees) arising solely out of the acts or Affiliate, its employees or its agents.