Affiliate Programme Operating Agreement
This Programme Operating Agreement ("Operating Agreement") contains the terms and conditions that govern your participation in the Terravision Programme (the “Programme”). “We”, “us”, “our” or “Terravision” means Terravision. “You” or “your” means the applicant. A “site” means a website. The "Terravision Site"means the website www.terravision.eu. “Your site” means any site(s) and any software application(s) that you link to the Terravision Site.
By checking the box indicating that you agree to the terms and conditions of this operating agreement, you (a) agree to be bound by this operating agreement and the operational documentation; (b) acknowledge and agree that you have independently evaluated the desirability of participating in the programme and are not relying on any representation, guarantee, or statement other than as expressly set forth in this operating agreement; and (c) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor or otherwise legally prevented from contracting)
In addition, if this operating agreement is being agreed to by a company or other legal entity, then the person agreeing to this operating agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this operating agreement.
1.Description of the Programme
The purpose of the Programme is to permit you to advertise Terravision Services on your site and to earn commissions on Qualifying Purchases (defined in Section 7) made by your end users. A “Service” is any service sold on the Terravision Site. In order to facilitate your promotion of Services, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other information in connection with the Programme (“Content”). Content specifically excludes any data, images, text, or other information or content relating to Excluded Services, and Services offered on any site which is not a Terravision Site.
To begin the enrolment process, you must submit a complete and accurate Programme application. You must identify your site in your application. We will evaluate your application and notify you within seven working days of its acceptance or rejection.
We may reject your application if we determine, at our sole discretion, that your site is unsuitable for the Programe for any reason. These reasons include, but are not limited to:
- Violate any intellectual property rights
- Contain sexually explicit or hate/violent/offensive content or materials
If we reject your application, you are welcome to reapply at any time. If we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement and you may not reapply until you have first modified your site so that it is no longer unsuitable. You will ensure that the information in your Programme application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Operating Agreement to the email address then-currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
e.Links on Your Site
After you have been notified that you have been accepted into the Programme for a Terravision Site, you may display Special Links on your site. “Special Links” are links to the Terravision Site for which you have successfully enrolled in the Programme that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide. Special Links permit accurate tracking, reporting, and accrual of commissions.
You may earn commissions only with respect to activity on the relevant Terravision Site occurring directly through the appropriate Special Links. We will have no obligation to pay you commissions if you fail to properly format the links on your site to the Terravision Site as Special Links, including to the extent that such failure may result in any reduction of commissions amounts that would otherwise be paid to you under this Operating Agreement.
By participating in the Programme, you agree that you will comply with the policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Operational Agreement or any Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any commissions payable to you under this Operating Agreement, terminate this Operating Agreement, or both.
In addition, you hereby consent to us:
- sending you emails relating to the Programme from time to time;
- monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular Terravision customer clicked through a Special Link from your site before buying a Service on the Terravision Site) in accordance with the terms of our privacy notice;
- monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement or any Operational Documentation.
5.Responsibility for Your Site
You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
- he technical operation of your site and all related equipment;
- displaying Special Links and Content on your site in compliance with this Operating Agreement, the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Service descriptions and other Service-related materials and any information you include within or associate with Special Links);
- using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
- any use that you make of the Content and the Terravision Marks, whether or not permitted under this Operating Agreement.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or wilful misconduct.
We will process Service orders placed by customers who follow Special Links from your site to the Terravision Site. We reserve the right to reject orders that do not comply with any requirements on the Terravision Site in its most updated form. We will track Qualifying Purchases (defined in Section 7) for reporting and commission accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
Subject to the terms of this Agreement, we will pay a Commission equal to the specified percentage of the net value of the transaction for each Qualifying Purchase completed via the Affiliate’s site. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Terravision Site; (b) during a single Session that customer either adds a Service to his or her shopping cart and places the order for that Service.
A “Session” begins when a customer clicks through a Special Link on your site to the Terravision Site and ends when the relative browser page is closed.
Qualifying Purchases exclude, and we will not pay commissions on any of, the following
- any Service purchase that is not correctly tracked or reported because the links from your site to the relevant Terravision Site are not properly formatted;
- any Service purchased for resale or commercial use of any kind
- any Service purchased after termination of this Operating Agreement
- any Service order that is cancelled or returned; and
any Service purchased by a customer who is referred to a Terravision Site through any of the following:
- a link to the Terravision Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise
- a Prohibited Paid Search Placement.
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Terravision,” or any other trademark of Terravision or its affiliates, or variations or misspellings of any of those words (e.g. "teravision", tetravision"). “Redirecting Link” means a link that sends users indirectly to the Terravision Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
8.Payment of commissions
We will pay you commissions on a monthly basis for Qualifying Services purchased in a given month, subject to any applicable withholding or deduction described below. Commissions will be paid in Euro or in Pounds Sterling (you may select the currency you wish to receive commissions in during your application progress for the Programme). We will pay you approximately 30 days following the end of each calendar month via electronic bank transfer. We will directly deposit the commissions you earn into the bank account you designate, but may accrue and withhold commissions until the total amount due to you for Qualifying Purchases occurring on the Site is at least €50. You must provide us with the name of your bank, the bank account type, the sort code, the account number or SWIFT IBAN details, and the name of the primary account holder as it appears on the account.
The Programme uses a cookie with a duration of 30 days. This means that if a visitor to your site clicks on a Special Link and is directed to the Terravision Site and subsequently makes an eligible purchase, you will accrue a credit for commissions on this purchase. The Programme uses the last cookie principle. This means that we will attribute a sale to another affiliate different to yourself, to a Terravision sales channel, or to the Terravision site if, after the user has clicked on a Special Link on your site, that same user clicks on a Special Link on another affiliate’s site, on an advertisement paid for by Terravision or on a link on a Terravision site, and it is through this final link that they arrive at the Terravision site and make a purchase.
10.Policies and Pricing
Customers who buy services through this Programme are our customers with respect to all activities they undertake in connection with the Terravision Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and service sales set forth on the Terravision Site will apply to those customers and we may change them at any time.
11.Identifying Yourself as an Affiliate
You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Programme. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreemen
Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Services on, and directing end users to, the Terravision Site in connection with the Programme, we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free licence to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Terravision Marks”).
The licence set forth in this Section 12 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the licence set forth in this Section 12 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content with respect to which the licence set forth in this Section 12 is terminated or as we may otherwise request from time to time.
13.Reservation of Rights
Other than the limited licences expressly set forth in Section 12, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Programme, the Special Links, link formats, Content, any domain name owned or operated by us, Operational Documentation, our and our affiliates’ trademarks and logos (including the Terravision Marks), and any other intellectual property and technology that we provide or use in connection with the Programme.
14.Compliance with Laws
In connection with your participation in the Programme you will comply with all applicable laws, ordinances, rules, regulations, orders, licences, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws that govern electronic marketing (e.g., laws and regulations made to comply with Directive 2002/58/EC (Privacy and Electronic Communications Directive) and Data Protection and privacy laws and regulation together with applicable advertising and promotion regulations.
15.Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Programme application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party at least 7 days’ written notice of termination.
In addition, we may terminate this Operating Agreement immediately at any time upon written notice to you for Cause. “Cause” means any of the following: (a) you are in material breach of this Operating Agreement or you are in minor breach of this Operating Agreement but you do not remedy it within 7 days; (b) we believe that we may face potential claims or liability in connection with your participation in the Programme; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Programme; (d) we believe that we are or may become subject to tax collection requirements in connection with this Operating Agreement or the activities performed by either party under this Operating Agreement; or (e) we have terminated the Programme as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 3, 4, 5, 11, 12 or 14 will be deemed a material breach of this Operating Agreement.
Upon any termination of this Operating Agreement, any and all licences you have the benefit of with respect to Content will automatically terminate and you will immediately stop using the Content and Terravision Marks and promptly remove from your site and delete or otherwise destroy all links to the Terravision Site, all Terravision Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Programme. We may withhold accrued unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any termination of this Operating Agreement, all licences, rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 10, 11, 12 (second paragraph), 13, 14, 15, 17, 18, 19, 20, and 21, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. Termination of this Operating Agreement will not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
16.Term and Termination
We may modify any of the terms and conditions contained in this Operating Agreement at any time and from time to time in our sole discretion by, at least 7 days prior to the effective date of the modification, posting a change notice or revised agreement on the Terravision Site and, in the case of changes to the contractual terms of the Operating Agreement, by sending a notification to the email address then-currently associated with your Programme account. Modifications may include, for example, changes to the Associates Programme Commissions Schedule, payment procedures, and Programme requirements. You may during that 7-day period, as your sole recourse, notify us in writing of your objections to the modifications and, if you do so, your account will automatically terminate on the effective date of the modification to which you objected.
If any modification is unacceptable to you, your only recourse is to terminate this operating agreement in writing. Your continued participation in the programme following the effective date of the modification will constitute your binding acceptance of the modification.
17.Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
18.Limitation of Liability
By participating in the Affiliate Programme, you accept the terms of service in their entirety and agree that Terravision will not be liable for indirect, incidental, special, or consequential damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this operating agreement, the affiliate programme, the Terravision site, or the service offerings (defined below), even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this operating agreement and the affiliate programme will not exceed the total commissions paid or payable to you under this operating agreement during the 3-month period immediately preceding the event giving rise to such liability.
The programme, the Terravision site, any products and services offered on the Terravision site, any special links, link formats, operational documentation, content, Terravision domain names, our and our affiliates’ trademarks, domain names and logos (including the Terravision marks), and all technology, software, functions, materials, data, images, text, and other information and content provided or used by or on behalf of us or our affiliates or licensors in connection with the programme (collectively the "service offerings") are provided "as is."
Neither we nor any of our affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the service offerings.
Except to the extent prohibited by applicable law, we and our affiliates and licensors disclaim all warranties with respect to the service offerings, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing, performance, or trade usage.
We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components.
Neither we nor any of our affiliates or licensors will be responsible for (a) any errors, inaccuracies, or service interruptions, including power outages or system failures; or (b) any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content.
No advice or information obtained by you from us or from any other person or entity or through the programme, content, operational documentation, the Terravision site, or the affiliate-programme pages of the Terravision site will create any warranty not expressly stated in this operating agreement.
Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments, expenditures, or commitments by you in connection with this operating agreement or your participation in the programme, or (z) any termination of this operating agreement or your participation in the programme.
The laws of England, without regard to principles of conflicts of laws, will govern this Operating Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably submit to the non-exclusive jurisdiction of any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. We may assign it to any of our affiliates or another party who undertakes to abide by our covenants and obligations given here. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Our failure to enforce your strict performance of any provision of this Operating Agreement or the Operational Documentation will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this Operating Agreement. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.
This is to inform you of the due information on data processing purposes and methods as well as on the communication and disclosure of the data you provided to Terravision London Finance ltd. (hereinafter also referred to as only "Company") for your participation on website www.terravision.eu (hereinafter also referred to as only “Site”). The purpose and length of data processing are strictly related to your Site participation. The Company may use the data you provided for all the purposes tied to your participation, including the possibility of providing you access to all the services offered on the site. The Company reserves the right to also use this data for all the other legal purposes associated with its business.
- a) process the data you provided to conduct analyses, market surveys and statistics on user satisfaction and preferences regarding the Company’s services;
- c) inform you of new Site features and, more generally, Company initiatives.
For processing purposes, as illustrated and within the limits of the above, all your data may also be disclosed to third parties, public or private, such as companies that conduct market surveys and statistics, companies that provide marketing, advertising, promotional and sales services. Providing data and consent to the processing, communication and disclosure for the above purposes are mandatory for project participation. Any refusal to provide the required data or relevant processing, communication and disclosure consent shall deny project participation and the possibility of completing activities associated with the project. Your personal data shall be computer processed, both on and offline, by individuals specifically assigned by the Company such as employees, associates or consultants. The Site may contain links that transfer you to other sites. Sites linked to www.terravision.eu are not under the Company's control and may have privacy policies other than the one described herein. Consequently, the Company may not be deemed liable in any way for any violation of your privacy on sites other than www.terravision.eu. Furthermore, the Company may not be deemed liable in any way for any direct communication of your personal or sensitive or information of any other nature in Site sections dedicated to Forums. The Company reserves the right to disclose the data you provided to any third party purchasers of the company or its branches. You may exercise your rights, such as accessing, receiving indications on the source of the personal data, on the purposes and methods of processing, on the logic applied in the event electronic tools are employed for processing, on the identification data concerning the data controller and individuals or categories of individuals to whom or which the personal data may be communicated and who or which may get to know said data, the update, rectification, integration, cancellation, transformation and block of illicitly processed data - contacting the data controller at the addresses listed below: The Data controller is Terravision London Finance, contactable via e-mail at: firstname.lastname@example.org – registered offices: The Colonnades Unit 1 2 3 Fountain Square, 1 2 3 Buckingham Palace Road, LONDON, SW1W9SH.
The cookies we use fall into 3 categories. These categories are described below.Essential cookies
These cookies are necessary to help you access and move around our site and use all its features. Without these cookies, our website would not work properly and you would not be able to use certain important features. For example, we use a cookie to keep you logged in during your visit, so the site does not require you to log in repeatedly to access different pages. We also use essential cookies for fraud detection and prevention purposes.Analytics and customization cookies
If cookies aren't enabled on your computer, tablet or mobile ("device"), your experience on the website may be limited (for instance, you may not be able to browse fully and freely or add products to your basket and purchase them).How do I disable/enable cookies?
In order to disable/enable cookies from your device, you will need to do this via your Internet browser. We have explained how you may manage cookies on your computer via some of the main Internet browsers below. For information on how to manage cookies your tablet and/or mobile, please consult your documentation or online help files.Google Chrome
- - In the settings menu, select 'Show advanced settings' at the bottom of the page
- - Select the 'Content settings' button in the privacy section
- - The top section of the page that then appears tells you about cookies and allows you to set the cookies you want. It also allows you to clear any cookies currently stored.
- - In the tools menu, select 'Options'
- - Select the privacy tab in the options box
- - From the dropdown choose, 'Use custom settings for history'. This will bring up the options for cookies and you can choose to enable or disable them by clicking the tickbox.
- - In the tools menu, select 'Internet options'
- - Click the privacy tab
- - You will see a privacy settings slider which has six settings that allow you to control the number of cookies that will be placed: Block All Cookies, High, Medium High, Medium (default level), Low, and Accept All Cookies.
- - In the settings menu, select the 'Preferences' option
- - Open the privacy tab
- - Select the option you want from the 'Block cookies' section
For information on how to manage cookies via other browsers, please consult your documentation or online help files.How do I disable/enable third party cookies?
Third party cookies are not placed by us. We would therefore suggest that you look at those third parties' websites for information about the cookies they place and how you can manage them.