General terms and conditions partner programme

Below is an overview of our partner programme terms and conditions. Please read these terms and conditions carefully. By applying for our partner programme, you accept these terms and conditions.

Content

• Article 1 – Definitions
• Article 2 – Registration and acceptance
• Article 3 – Use
• Article 4 – Commission
• Article 5 – Payment
• Article 6 – Termination of partnership with YDOLO
• Article 7 – Consequences of ending the partnership with YDOLO
• Article 8 – Liability
• Article 9 – Other
• Article 10 – Applicable law

Article 1 – Definitions

• Items: All products offered on our platform.
• Platform: www.ydolo.be and related applications.
• YDOLO is a trademark of Pro Sales Care BV, VAT BE 0736 777 356 based in Wevelgem.
• Content: A part of our platform that we share with our partners (e.g. text, images, reviews, downloads etc.) for the purpose of this partner programme.
• Cookie time: The setting by YDOLO of the first-party cookie that determines how long (time) the cookie remains active on the customer’s computer.
• First Party cookie: A small (text) file placed on the client’s website as a result of a visit to the platform via the partner link, containing all relevant information.
• Customer: Any user of the partner site who connects to the platform by using the partner link and can therefore purchase products from YDOLO.
• Last Cookie Counts: The principle whereby each sale is linked to the last marketing channel through which the customer accessed the platform.
• Partner: Any person aged 18 or over or legal entity that has accepted the terms and conditions of YDOLO’s partner programme and has been accepted as a partner by YDOLO to allow customers to access the platform via his/her partner link(s).
• Partnerlink: An electronic link to the platform provided to the partner by YDOLO, which includes his/her SIDE ID, and which the partner publishes on the Internet.
• Partner site: A site designed by the partner

Article 2 – Registration and acceptance

2.1. Anyone who is eighteen (18) years of age or older and owns a partner site may apply to become a partner of YDOLO.

2.2. Registration as a partner of YDOLO includes acceptance of the terms and conditions of the partner programme, and the duty to comply with these terms and conditions.

2.3. To register as a partner, the partner must do the following:

• a. complete the registration form fully and truthfully;
• b. confirm acceptance of the terms and conditions of the partner programme by clicking on the “accept” button in the registration form.
• c. be accepted as a partner by YDOLO.

2.4. YDOLO will in principle let you know within seven (7) days after receipt of the fully completed registration form whether YDOLO accepts or rejects your registration as a partner of YDOLO.

2.5. YDOLO may reject a registration at any time and without giving any reason. If YDOLO refuses a registration, no commission will be paid for the period prior to the refusal and thereafter.

2.6. YDOLO will in any case refuse a registration if the partner site:

• a. is of a sexual, pornographic, offensive and/or violent nature;
• b. disturbs public order and/or morals in any way;
• c. discriminates on the basis of race, gender, religion and/or belief.
• d. aims to promote discounts/promotions/discount codes;
• e. uses a loyalty or savings programme or a ‘cash back’ scheme;
• f. is involved in or promotes illegal activities;
• g. may damage the good name and reputation of YDOLO;
• h. infringes or facilitates the possibility of infringing the intellectual property rights, trademark rights or other rights of YDOLO or any third party;
• i. contains the name of YDOLO or variations thereof in the domain name.
• j. has no (own) content.
• k. already has an account.

Whether or not one or more of these circumstances exist is at the sole discretion of YDOLO.

Article 3 – Use

3.1. The Partner Site must in no way give the public the impression that it belongs to YDOLO or has been developed by YDOLO. It must also be unambiguously clear that YDOLO in no way controls or is responsible for the Partner Site. The partner does not allow any ambiguity that the items promoted by the partner are not sold by the partner, but through YDOLO.

3.2. Partner only receives the non-exclusive, non-transferable rights to use YDOLO’s brands and content for the agreed term and in accordance with the terms of the Partner Programme and exclusively for the purposes of YDOLO’s Partner Programme. By doing so, the partner will immediately follow any possible instructions given by YDOLO from time to time. The partner will not modify the appearance of Pro Sales Care’s brands, content and/or articles and will never allow such use to be exercised in a misleading manner.

The Partner confirms that:

• a. all intellectual property rights, including but not limited to the YDOLO Marks and Content, are and remain the property of YDOLO; and that
• b. all intellectual property rights relating to the Articles are and remain the property of all relevant rights holders.

Notwithstanding the provisions of this article, the Partner shall always fully respect the intellectual property rights and all other exclusive rights of YDOLO and third parties.

3.3. The Partner may not use the YDOLO trademarks or corresponding marks in the name of the Partner Site or use them as keywords for advertising programmes – such as, but not limited to, Google Adwords – within search engines and other online platforms.

3.4. The partner will use the content exclusively for the YDOLO partner programme and will not make any changes to it.

3.5. The prices of the articles on the platform may change regularly. The partner will ensure that the prices/availability of the items (potentially) listed on the partner site are updated each time to be in line with the prices/delivery times as mentioned on the platform from time to time. We recommend avoiding listing item prices on the partner site.

3.6. Subject to clause 8.1, the Partner shall refrain from any act or omission that may cause YDOLO and/or the Partner to breach any applicable law.

3.7. Once a Partner is accepted within the Partner Programme, it is not permitted to change the content of the Partner Site in which the Partner publishes a Partner Link in such a way that the Partner Site:

• a. takes on a sexual, pornographic or violent character;
• b. disturbs public order and/or morals in any way;
• c. discriminates on the basis of race, gender, religion or belief;
• d. has the purpose of promoting discounts/promotions/discount codes;
• e. takes on the character of a loyalty or savings programme or a ‘cash back’ scheme;
• f. is involved in or promotes illegal activities;
• g. may damage the good name and reputation of YDOLO;
• h. violates the intellectual property rights, trademark rights or other rights of YDOLO or any third party;
• i. contains the name of YDOLO or variations thereof in the domain name.
• j. has no (own) content.
• k. is given a purpose other than the purpose indicated at the time of acceptance.

3.8. The partner is not allowed to use the partner link other than on the partner sites included in his account.

3.9. The partner shall at all times act in accordance with YDOLO’s guidelines and instructions regarding the installation and/or use of the partner links and regarding the content.

3.10. If the Platform is inconvenienced in any way – as determined at YDOLO’s sole discretion – by the installation and/or use of the Partner Link, YDOLO shall have the right to block the Partner Link and/or the Partner Account.

3.11. The Partner is not authorised to:

• a. to directly or indirectly order articles through his/her partner link(s) of YDOLO for his/her own use;
• b. to advertise discounts and/or promise discounts for articles when this is not permitted under applicable laws and regulations;
• c. To promote YDOLO on websites, web applications or other ways not registered in the partner account;
• d. Sell or otherwise transfer Partner Site(s) within the account without notifying YDOLO;
• e. intercept visits to the platform by any means (including via software that the customer has wilfully or unknowingly installed on their own computer) in order to obtain an unlawful commission;
• f. display the platform on the partner site using iFrame/framing;
• g. Add advertising programmes and/or display networks, such as but not limited to Google Adwords, within search engines and other online platforms with the intention of directing visitors to the platform directly from the search engine.

If there is a situation as described in Article 3.13 c or d, the partner site should be re-registered via www.ydolo.be and Article 2 will apply accordingly.

3.12. A partner must at all times be able to show insight into his or her activities at YDOLO’s request in relation to the promotion of YDOLO. If such insight cannot be provided or is in breach of these terms and conditions of the Partner Programme, YDOLO has the right to block the Partner account.

3.13. The Partner shall fully indemnify YDOLO in respect of all damages and/or costs of any kind arising from failure to comply with one or more obligations of Article 3.

3.14. At YDOLO’s first request, the partner will immediately remove and/or modify (certain) content. If a third party sues the Partner for alleged infringement of his/her rights, the Partner will immediately remove the relevant content and immediately notify YDOLO of this via -email. YDOLO gives no guarantees as to the accuracy of the content.

4.1. The registration by YDOLO of views, clicks, sales and purchase receipts through the partner programme website https://www.ydolo.be is binding on YDOLO and the partner.

4.2. YDOLO measures customer sales of all products using a first party cookie. The first party cookie generally has a cookie duration of 30 days. However, YDOLO reserves the right to change the cookie time and to maintain different cookie times with partners.

4.3. The partner can claim a commission for all items purchased by a customer from YDOLO immediately after the customer clicked or clicked on a partner link within the cookie time of the first-party cookie, where the principle Last Cookie Counts applies and the customer has fulfilled the (payment) obligations in relation to these items to YDOLO, YDOLO has actually received the relevant payment and the return and cooling-off period of 30 days after purchase has expired without the items being returned.

4.5. The commission is calculated on the net sales value as actually received by YDOLO per product group of non-returned items (net = without VAT and shipping costs) at the end of the period. The commission model on the website is always the most recent version and it is binding on the partner.

4.6. No commission is granted for business orders (wholesale) or orders from a corporate account.

5. Payment

5.1. Payment of the approved commission by YDOLO or a third party designated by YDOLO to the Partner will be made at the end of each calendar month to the account number specified by the Partner in its Partner Account and registered as such with YDOLO.

5.2. Commission amounts lower than €50.00 will not be paid monthly. If the commission amount is less than €50.00 in one month, this amount will not be paid in that month but kept. The payment will be made in the month in which the total amount is €50.00 or more.

5.3. All payment costs, with the exception of YDOLO’s administration costs, shall be borne by the partner.

5.4. YDOLO is entitled at any time to set off what it owes to the Partner against the amount that YDOLO is owed by the Partner for whatever reason.

Article 6 – Termination of partnership

6.1. YDOLO has the right at any time – without giving reasons – to terminate the partnership under this partner programme via e-mail, subject to a notice period of two (2) weeks.

6.2. Without prejudice to its other rights, YDOLO has the right to terminate the partnership under this Partner Programme with immediate effect via e-mail in the following cases:

• a. The partner remains in full or partial default as to the performance of one or more of his/her obligations under the terms of the Partner Programme;
• b. The partner’s site is, in the opinion of YDOLO, contrary to public order or morality or is offensive in any way;
• c. YDOLO may be harmed in any way;
• d. The Partner acts contrary to the law in the context of the Partner Programme towards YDOLO and/or third parties, such as authors, publishers, producers, performers.

6.3. The partner may terminate his/her partnership at any time – without giving any reason – by sending an e-mail from the e-mail address provided by his/her address to info@ydolo.be.

6.4. The partnership under the terms of this Partner Programme shall immediately and automatically come to an end in the event of the following:

• a. The partner has made the partner link inactive;
• b. The partner programme has been discontinued for any reason.

Article 7 – Consequences of ending the partnership

7.1. If the partnership is terminated for any reason:

• a. the existing partner link(s) must be made inactive immediately;
• b. YDOLO has the right to deny the partner access to the affiliate dashboard at https://www.ydolo.be ;
• c. the partner can no longer claim the commission, without prejudice to the provisions in Article 7.2;
• d. the partner will immediately remove all content from the partner site;
• e. the partner will no longer have the right to use the YDOLO brands, content and articles from the platform;
• f. the partner shall immediately remove the content from its partner site and/or its local database, under penalty of a fine of €1,000.00 (one thousand euros) per day that the content is still displayed on the partner site despite the termination.

7.2. Only in the event that the partnership is terminated under these terms and conditions of the Partner Programme in accordance with Article 6.1, Article 6.3 and/or Article 9.4, the Partner will be entitled to payment of the commission relating to the sale of the items for which the money was paid and which were received by YDOLO before the termination date, in accordance with the provisions of Article 4 and Article 5 (without prejudice to the fact that the commission will not be paid if it is less than €20.00).

7.3. Without prejudice to the provisions of Clause 3.13, 7.1, 7.2, 8 and Clause 9.1, YDOLO and the Partner shall not be entitled to any compensation by the other party in respect of the termination of the partnership under these General Terms and Conditions of the Partner Programme. Waiver of any right to any compensation or indemnification.

Article 8 – Liability

8.1. The partner is fully responsible and liable for his/her use, development and maintenance, operation of and content on the partner site. The partner guarantees compliance with all obligations under the tax laws and indemnifies YDOLO in this respect from all claims and/or costs/fines/additional levies. In its activities under this agreement, the partner confirms compliance with all applicable privacy legislation, including that of the General Data Protection Regulation, and indemnifies YDOLO in this respect from all damages and/or costs of any kind.

8.2. Unless there is intent and/or gross negligence by YDOLO, YDOLO shall not be liable in any way for the partner’s damages and/or costs of any nature in connection with participation in the Partner Programme, such as – but not limited to – damages and costs resulting from the incorrect functioning of the platform, technical problems, etc. In the event that this general exclusion of liability is annulled by a court of competent jurisdiction, the parties hereby already agree that in such case YDOLO shall only be liable for directly demonstrable damages/expenses incurred (excluding consequential/indirect damages/expenses) and such liability for such direct damages/expenses shall never exceed the amount of commissions paid by YDOLO to the partner in the three (3) months preceding the cause of the damages/expenses.

Article 9 – Other

9.1. The Partner shall never act as an agent or representative of YDOLO and, in particular, shall never make promises or undertake obligations for or on behalf of YDOLO. The partner shall fully indemnify YDOLO for all damages and/or costs of any nature arising from non-compliance with this article.

9.2. The Partner is not entitled to transfer (part of) his/her partnership to a third party unless YDOLO has given its written consent.

9.3. YDOLO is authorised to amend the terms and conditions of the Partner Programme at any time. The partner will be notified of this electronically.

9.4. In case the amended terms of the partner programme are not acceptable to the partner, the partner has the right to terminate the partnership within 14 days. If the partner does not terminate the partnership, the partner is deemed to have agreed to the amended partner programme terms and conditions.

9.5. If any provision in these terms and conditions of the Partner Programme contravenes any applicable law, such provision shall be amended to comply with the applicable law, taking into account the scope of the relevant provision.

Article 10 – Applicable legislation

10.1. The Partner Programme and the Partnership are governed exclusively by Belgian law and disputes will be submitted to a competent Belgian court in Belgium.