Terms and Conditions
Terms and Conditions for Merchants
- Affiliate Network
- The community of affiliates and merchants, connected and supported by the software on this website.
- Vendexo Affiliate Network System or Affiliate Platform or The Service or The System or VAN
- The software which enables affiliates to refer/direct visitors to the websites of the merchants. The software tracks impressions, clicks, visits, and any resulting goals (e.g. leads or registrations) and sales (within a specific period following the referral) resulting from such referrals. The software enables merchants to give a commission to the affiliates for such referrals. It enables the merchants and affiliates to view certain statistics regarding the numbers of referrals and the amounts of commissions over specified time periods.
- Referral Action (Referral)
- This refers to either an Impression, a Click-through, a Visit, a Goal, or a Sale as a result of a person clicking on a link controlled by the affiliate, and being redirected to a merchant's website.
- An impression occurs when a merchant's ad is rendered onto a page requested by a web client, e.g. someone browsing a website.
- This event occurs when a person clicks on an affiliate-controlled link (e.g. an ad) and is redirected (through the Affiliate Network System) to a merchant's website.
- A Visit is a particular type of click-through event. Where a person clicks on the affiliate-controlled link multiple times within a 30 minute period, only one Visit is recorded, though multiple Clicks are recorded. A click will only be recorded as a Visit if no previous click on a link with the same hyperlink address occurred within the previous 30 minutes.
- A Goal is where the visitor, who was referred to the merchant's site by an affiliate link, engages with the Merchant's website in some way which the Merchant deems significant and of value (e.g. provides some contact details on the merchant's site, registers for some service, requests some information or signs up for a newsletter).
- A Sale occurs where the visitor, who was referred to the merchant's site by an affiliate link, makes a purchase from that merchant that is trackable by the Affiliate Network System.
- Affiliate Program
- A virtual vehicle created by a Merchant to reward other people or businesses with Fees and/or Sales Commissions for promoting the Merchant's business, online shop, products and/or services.
- A person or business which attracts web traffic to its own websites, blogs etc. and which sends legitimate traffic (via the Affiliate Network System) to the merchant's website and who receives a commission from the merchant for Referral Actions.
- A business which operates a website (typically an online shop/store), and uses the help of affiliates to drive visitors (web traffic) to its website. The business is prepared to pay a commission to the affiliates for Referral Actions.
- Referral Fee or Commission
- The financial amount which a Merchant agrees to pay to an Affiliate for a Referral Action. The Referral Fee for a Click-through, Visit or Goal is a flat fee, whereas for Sales it can be a combination of a flat fee plus a percentage of the order amount, or a percentage of the month's sales referred by the affiliate.
- Void or Cancellation
- A Referral Action may be marked as Void by a merchant if, for a Sale, the order was cancelled by the buyer or the goods were returned, or if it is discovered that the Referral Action is fraudulent. No Referral Fee (Commission) is payable for Referral Actions marked as Void.
- The Affiliate Network System maintains a financial account for each Merchant and Affiliate. Merchants are required to deposit funds into this account and maintain a minimum balance. Amounts are withdrawn from the merchant's account to pay Referral Fees and for use of the The Service. An Affiliate's account is used to receive Referral Fees, and when The Service makes a Payment to the Affiliate, that amount is withdrwan from the Affiliate's Account. Merchants and Affiliates can check the balance in their Accounts by logging into The Service.
- Affiliate Link or Ad Link URL
- This is the hyperlink URL (website address) which causes the user's web brower to navigate to the shop/website associated with the Affiliate Program (and possibly to a specific landing page on that website) via the Vendexo Affiliate Network System which records the click event and places a Tracking Cookie on the visitor's browser before the visitor is redirected to the target landing page. The Link includes the identifying code of the referring Affiliate and the identifying code of either the Affiliate Program (shop) or a specific Ad with which it is associated. When an Affiliate Link URL is clicked, the system will then be able to know the landing page to direct the user's browser's towards and which Affiliate to credit with the Click/Visit and with any subsequent Goal or Sale.
- An advertisement, which can be rendered in a particular HTML markup form, such as text, image, a button or a hyperlink, and which has an associated Link URL (for tracking purposes) and Target URL (the landing page on the shopping site). It is uniquely identified (by a Code), belongs to an Ad Campaign, which in turn belongs to a particular Affiliate Program and thereby to a particular Merchant. Merchants are required to create one or Ads using The System, and Affiliates can then copy the markup and paste it into the locations where their visitors will be able to click on them.
- Ad Target URL or Landing Page
- The address or URL of the web page shown when a visitor clicks on an Ad, after redirecting through The System.
- Ad Campaign
- An Ad Campaign is used to embody the concept of targeting a particular market with a particular message, and being able to measure the performance/outcome of that campaign in terms of sales and return on investment. A number of Ads can be created within an Ad Campaign to try to deliver that message.
- Payment (or Payout)
- This refers to a monetary amount paid to an Affiliate from their Account on The System.
- Payment Date
- The day of the month when Payments are issued to Affiliates each of whose Account balance is at or above the minimum required level to qualify for Payment. This is currently the 22nd day of the month.
- Pending Period
- This is the period of time between the date of occurence of a Referral Action and the Payment Date on which the corresponding Referral Fee is paid. At a minimum the Payment Date will be in the month following the date of the Referral Action. Therefore the minimum Pending Period is 21 days. This period gives the merchant time to Void the Referral Action should a Sale be cancelled or the goods returned by the purchaser, or should payment fail to complete. A Merchant may request that this minimum period be extended, if necessary.
- Tracking Code (Tracker)
- Software installed on the Merchant's computer/e-commerce system which notifies the Vendexo Affiliate Network System that a sale or Goal has occurred. The notification includes information to enable The System to calculate the Referral Fee or Commission due, if any, should The System determine that the sale or Goal was as a result of a Referral.
- Tracking Cookie
- A small piece of data sent from The Server to the visitor's web browser and used, if and whenever a subsequent Referral Action occurs, to determine which affiliate referred the visitor. It does not contain any personally identifyable information. A tracking cookie has a limited lifetime, as specified by the merchant for his/her Affiliate Program.
- We welcome Merchants who operate only in a lawful manner, and who promote, advertise and sell only lawful goods and services.
- We do not welcome Merchants who promote, advertise or sell 'adult', pornographic, or offensive material which would incite hatred.
- Merchants may not make false claims, or claims which cannot be substantiated, about the products or services which they advertise through The Service.
- Merchants may not make use of false product or service endorsements or testimonials.
- Merchants may not make use of The System to recruit referral partners (Affiliates) and then entice them away to another Affiliate Program or referral system operated by the Merchants themselves, an Affiliate or any third party.
- Merchants using The Service agree not to violate these aforementioned eligibility requirements. Failure to remain "eligible" can lead to Account termination.
- You may not have more than one Merchant account.
- As part of signing up as a Merchant, you will be asked to provide your name and contact details. The address you provide must be your physical address, and not some forwarding office in another country or region. The name you provide must be your real name. All registration information must be complete, accurate and up-to-date. Impersonation is considered fraud.
- Vendexo may rely upon and treat as genuine any notice or instruction which may reasonably be believed to have come from you or to have been authorised by you.
- You shall promptly inform Vendexo of any known or suspected unauthorised access or use of your Account, or any loss or theft of your username or password. You are responsible for maintaining the confidentiality of your username and password.
- Signing up may involve more than one stage depending on whether or not you already have a login account on the Vendexo System. If you don't have a login account it will involve signing up for a login account, registering your business, and then registering as a Merchant on the Affiliate Network System. Each stage will require acceptance of Terms and Conditions which accumulate, and apply as a set when using The Service.
- Before you can use the Affiliate Network System as a Merchant you must wait for your request to be reviewed by our staff. You will be informed of the review outcome by e-mail.
- If your request to use The Service as a Merchant is approved, you can then login and enter the Affiliate Network System.
- The System maintains an online Account for you, into which you can deposit funds to cover Service charges and Affiliate Referral Fees. You are required to maintain a minimum balance to cover such charges and fees. Your Ads will cease to operate if your Account does not have a balance sufficient to cover any further Referral Fees. Affiliates will not be happy to show/promote your Ads if they become unexpectedly disabled.
- One Merchant login can be used to create and manage multiple Affiliate Programs (shops/stores), and the shops may trade in a currency different to that of the Merchant's Account currency.
- Where a shop's trading currency differs from that of the Merchant's Account, The System will perform a currency conversion on the Service charges and Referral Fee amounts so that transactions on the Merchant's Account will be in the currency of the Merchant's Account.
A Merchant Account on The System also enables the Merchant to act in the role of an Affiliate, should the Merchant choose to do so. In such cases, the Merchant can earn money by making referrals to other Merchants. Money earned in this way will be deposited to the Merchant's Account, and used to pay for the Merchant's own Referral and Service fees.
Automatic Payments (Payouts) as made to regular Affiliates, are not applied to Merchants who also act as Affiliates, as such payments would leave the Account balance at zero, and hence below the Account minimum balance. However, where the balance in a Merchant's Account exceeds the required minimum and the amount required to pay the Affiliate and Service fees during the present payment period and Pending Period (whichever is longer), a Merchant may request the excess to be paid out, subject to an administration charge of €10 (or equivalent in the currency of the Account). The resulting payment amount must be greater than or equal to €50 (or equivalent). Furthermore, the Merchant agrees that any fee levied by the payment processor will be deducted from the payment amount.
Any and all Merchants who choose to act in the role of an Affiliate agree to the Affiliate Terms and Conditions.
- The configuration of The System involves the creation of an Affiliate Program and specifing the Referral Fees and commission to be paid to the Affiliates whom The Merchant admits into the Program. The Merchant may choose to upload advertising material (Ads) for use by Affiliates, and these Ads are grouped into Ad Campaigns (see below).
- The name you choose for your Affiliate Program must not mislead Affiliates into thinking that the associated website/shop is owned by someone else.
- An information page will be created automatically for each Affiliate Program. You can customize the content of this page. Its purpose is to inform Affiliates about the Program, the type of products/services being sold, the Tracking Cookie lifetime, and the Referral Fees and commission rates which you have set for the Program. Existing Affiliates on The System will be able to locate your Affiliate Program's information page, and may send you requests to promote your Ads. However, it is very important to your success with The System that you also invite business contacts and website owners to your Program's information page and to sign them up as your Affiliates.
Ads are organised into Ad Campaigns. Typically an Ad Campaign will target a specific market or market setment, and may have an associated end date. If an end date is not specified, it is never ending. Where an end date is specified, Ads which are part of the campaign will cease to function after that date.
All Ad Campaigns, promoted by The System, which offer to reward Affiliates per Goal (lead or registration) or per Sale, must be for goods or services which can be purchased on the Ad Target URL (Landing Page of the Ad). Only if your Ad Campaign pays per Click or per Visit, and not per Goal or per Sale may you have an Ads which require the visitor to move off your site (the Ad Target URL) to make the purchase. Merchants found violating this condition will have their accounts terminated.
You may organise your Affiliates (those whom you have approved to promote your Ads) into one or more groups. By doing this you can have different Referral Fee structures and monitor the performance of the different groups separately. There must always be one 'Default' group.
No Pricing Penalty
You may not charge visitors a higher price for goods/services purchased on your website if they were referred there by The System, than if they arrived there by any other means.
- The System makes it very easy for Merchants to see how their Ad campaigns and Affiliate groups are performing over time. There are summary views as well as detailed views of the Referral Actions.
- The process of setting up a Merchant's Affiliate Program in the Affiliate Network System involves the integration and installation of a Tracking Code (Tracker) on the Merchant's website so that Sales and/or Goals can be tracked and linked with the referring Affiliate. The Merchant shall fully cooperate with this integration/installation and testing process, and will not prevent the tracking mechanism (The Tracker) from functioning nor interfere with its functioning. Vendexo may (depending on complexity) levy a fee if it must perform the task of integrating/installing the Tracker on the Merchant's system. In such a case, this will be agreed with The Merchant in advance. In other cases Vendexo may make the Tracker available to The Merchant who undertakes to integrate and install it themselves.
- The Merchant shall permit Vendexo to make periodic checks to ensure that the tracking mechanism is fully functioning, agrees to fully cooperate with such checks, and agrees to cancel any and all orders created and fully refund Vendexo for the purchases Vendexo makes in the course of such checking.
- In the event that the tracking mechanism is deemed by Vendexo to be not operating, or not operating correctly, The Merchant agrees to take prompt corrective action to restore correct operation of The Tracker within three business days. If Vendexo determines that the frequency of failure of The Tracker is unacceptably high, Vendexo may terminate The Merchant's Account.
- The service charges payable by Merchants for use of The Service can be found: here.
- Merchants can monitor the balance in their Account and the fees to be deducted.
- During the Pending Period, Merchants may Void Referral Actions which are invalid, for example, Sales for which the order was cancelled or returned, where payment failed to complete or duplicate orders. Once the Pending Period has passed for a Referral Action, the Merchant will not be able to Void it.
- In circumstances where the Merchant has insufficent funds in his/her Account to cover Referral Fees and Commissions, Vendexo reserves the right to void Referral Actions involving said Merchant.
- All payments to Affiliates, including bonuses and other rewards shall be processed through The Vendexo Affiliate Network System.
Responsibility of The Merchant Concerning Referral Actions
- Timely voiding of Referral Actions: The Merchant is responsible for frequently monitoring the list of Referral Actions and for voiding those which correspond to cancelled purchases, and doing so before the Pending Period for said Referral Actions passes.
- Suspected inaccuracies in the list of recorded Referral Actions: If The Merchant suspects that the list of Referral Actions is inaccurate or contains items which cannot be accounted for, it is the responsibility of The Merchant to contact Vendexo, in writing, 7 days before the Pending Period for those Referral Items passes, identifying the Referral Actions which have issues and what those issues are. Once the Pending Period for said Referral Actions passes, they can no longer be voided and The Merchant agrees to accept them.
Ownership and Copyright
Merchants may not use copyrighted designs nor content in their Ads unless they have obtained permission from the copyright holders to do so.
The ownership and copyright of all content, design and trademarks of any and all Ads provided by a Merchant via The System remains with the Merchant. The Merchant grants to their approved Affiliates, permission to use such Ads only for the purpose of Referral as described in these Terms and Conditions. Such right to use expires when the respective Ad campaign finishes, or if the Merchant removes the Affiliate from the Merchant's list of approved Affiliates, or if the Affiliate's Account is terminated, whichever occurs sooner.
Third Party Websites
Vendexo is not responsible, and does not offer any representation for the content of any website which is maintained by a third party and which is accessible through The Service.
Merchants cannot control or dictate where an affiliate may or may not place their Ads. If a Merchant is unhappy about where an Affiliate places their Ads, and cannot reach an agreement with the Affiliate about this, then the Merchant may remove the Affiliate from their list of approved Affiliates.
Merchants will allow affiliates to just use the 'Link URL' of an Ad (as an alternative to using the full rendered version of the Ad) if that suits the Affiliate's promotion method.
Consent to Promote and Disclose Certain Information
- The Merchant is free to withdraw from The Service at any time.
- If a Merchant should choose to withdraw from The Service, we will refund the balance in the Merchant's Account less a 10 Euro administration charge and less any amount due to be paid in Referral Fees, service charges and taxes, within a period equal to the Pending Period plus 10 additional working days for processing. Refunds will generally be made through the same payment method used by the Merchant to deposit funds to his/her Account, and the Merchant agrees that any fee levied by payment method processors paid by Vendexo to receive the funds originally and to transfer the balance, will be deducted from the refund amount.
- Vendexo may immediately deactivate and terminate the Account of any Merchant who violates these Terms and Conditions.
- Vendexo may, without notice, immediately deactivate and terminate a Merchant's Account and/or Affilite Programs if it discovers that the Merchant no longer owns/controls the domain name associated with the Account or Landing Page associated with the Affiliate Program, or if the Account has been inactive (no logins or topups) for a period of 12 months, or if the Tracking Code has not registered a sale or Goal for a period of 3 months.
Vendexo may change these Terms and Conditions from to time. The latest version always applies to all Merchants, even to Merchants who signed up while an earlier version was in force.
Vendexo may change, evolve, add to, remove or replace, in part or in whole The Service at any time. Significant and material changes will be notified to Merchants either by e-mail or by a notice on The System's website. Merchants who are unhappy with such changes are free to withdraw from The Service (see 'Termination' above).
Terms and Conditions for Businesses
Anyone signing up to a business account on this system must be over 18 years of age.
The person signing up for a business account must have valid claim to the business name which is provided for the account. They must either be, be part or, or have the approval of, the said business's executive management. A business registrant may not use a business name which would likely mislead other users into thinking that the business belonged to someone else. In the event of a name challenge, the person responsible for the business account may be required to produce a valid business or company name certificate from his/her state or country companies registration office in order to retain the right to retain use of said business name.
Tax (VAT) Registration Number
If a business provides a tax (VAT) registration number, it must be for the business named (filled into the form) during the business registration process. The business user must ensure that the business name maintained on our system always matches the name of the entity represented by the tax (VAT) registration number, as determined by the relevant tax authority. The account may be suspended if checks of the tax (VAT) registration number discover fraudulent use of the number.
General User Terms and Conditions
Applies to: All users of the vendexo.com website.
Vendexo expects its users to behave in a responsible manner in order to maintain system integrity and availability for the benefit of all users.
When you use any of Vendexo's services, in any form, you automatically accept and agree to the following terms and conditions.
Extra terms and conditions may apply depending on the Vendexo services you sign up to, and you are required to accept and adhere each and all of them.
These terms and conditions may be updated from time to time, with the latest version being available from here.
Users hereby agree to keep cognisant of the current terms and conditions by viewing them at the indicated website from time to time.
Vendexo reserves to right to suspend or cancel a user's access to any or all services it provides if it decides that it has been used inappropriately or not. Specifically:
- Lawful purposes: The system will be used for lawful and legitimate purposes only.
- No pornographic or offensive content is to be submitted/uploaded.
- No offence: Text entered by users into the system together with images and other media files must not contain offensive or defamatory material, nor should it contain references or hyperlinks to such material.
- No SPAM: Users will not use this system for sending unsolicited e-mails.
- No unauthorized use of other people's accounts.
- No attempt will be made to corrupt data or system integrity.
- No attempt will be made to overload or flood the system with requests or jobs thereby threatening to, or actually causing denial of service to other users.
- Fair usage: Reasonable and fair use of system resources.
The website may be inaccessible at certain times due to maintenance or fault. Neither Vendexo nor its partners or agents shall be liable for any losses incurring to users of its services during such outages.
- The services offered by Vendexo are provided on an "as is" basis, and no representations or warranties of completeness, merchantability or suitability for any purpose are made, save as required by the laws of the Republic of Ireland. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. Price and availability information is subject to change without notice.
- Vendexo cannot be held responsible for the quality, fitness for purpose etc. of products or services sold by merchants using this service. It also cannot be held responsible for the inability of the merchant to supply ordered goods or services.
- Users of the services provided by this website agree to to defend,
indemnify, save and hold harmless from any
and all demands, liabilities, losses, costs and claims, including legal fees
levied against us, our agents, our customers, officers and employees that may
arise or result from any service provided or performed, or agreed to be performed
or any product sold by the user (be he/she an individual, a business or other entity)
the user's agents, employees or assigns. The user
agrees to defend, indemnify and hold us harmless against liabilities arising out of:
- any injury to person or property caused by any product or service sold or otherwise distributed in connection with our service;
- any material supplied by the user infringing or allegedly infringing on the proprietary rights of a third party;
- copyright infringement and
- any defective products sold to customers using our service.
Vendexo may cancel a user's access to system services at any time for any of the following reasons:
- The User has breached any provision of these Terms and Conditions, or has acted in a manner which shows that he/she does not intend to or is unable to comply with them.
- Vendexo is required by law to do so. For example, the provision of Vendexo service to the User is or becomes unlawful, or if the User is using, or intends to use, the services provided in an unlawful way or to support unlawful activities.
- For operational reasons Vendexo is withdrawing the provision of its services from the country or region where the User is located.
- Where, in Vendexo's opinion, the provision of services to the User is no longer commercially viable.
Neither Party shall be liable for, or be considered in breach of these Terms and Conditions on account of any delay or failure to perform as required by these Terms and Conditions as a result of any causes or conditions which are beyond the Party's reasonable control, including but not limited to: acts of God, acts of government, strikes, or war, and which the Party is unable to overcome by the exercise of reasonable diligence.
Disputes and Juristiction
If a dispute should arise between Vendexo and You, which cannot be resolved by the two Parties together, both parties agree to try to reach a resolution via independent arbitration prior to taking legal action. If arbitration is unsuccessful, then the laws and legal system of the Republic of Ireland will apply.