Definitions
For the purposes of this agreement, the following rules of interpretation apply:
Network
The Network is the contractual partner of Publishers and Advertisers. There is no direct contract between Advertiser and Publisher. The Network provides the platform for measuring transactions and settling them.
Publisher
Is the operator of a website, app or other advertising opportunity which advertises products and services of Advertisers via the Network. There are also Publisher networks, which consist of further Publishers (sub-companies).
Advertiser
Is the provider of the products or services that can be advertised via the affiliate program.
1. Purpose of the Contract
1.1 bly Ltd Liab. Co, hereinafter referred to as the «Network», establishes the connection between the Publishers, who make their website available to other companies for advertising purposes, and Advertisers, who advertise on networks of companies and private individuals.
1.2 On the one hand, the Network provides the technical prerequisites for the connection between Publisher and Advertiser. On the other hand, the Network offers the possibility of partner search. The Network handles the billing and the payout of commissions between the Publishers and the Advertisers.
1.3 The contract between the Network and an Advertiser, as well as between the Network and an Affiliate, comes into effect when they register on the Network’s website. Registration is free of charge. The Network may reject Publishers or Advertisers who apply, without giving reasons.
2. Rights and Obligations of the Publishers
2.1 The Affiliate receives free access to the Advertisers’ programs. The Affiliate may apply to these only once. If an Advertiser substantially changes the website or founds a new company, a rejected Affiliate may apply once again to the same Advertiser.
2.2 The Affiliate has the right to a payout of the agreed commission within one month after the Advertiser has confirmed the transaction. The payout is made by the Network in accordance with Section 5. Only transactions that the Advertiser has paid are paid out.
2.3 The Affiliate may only embed the code provided on the registered site. Should he do so also on his own, non-registered sites or on those of third parties, the Network has the right to delete his account immediately and to terminate this contract. In that case, the credit balance in favor of the Publisher is refunded to the Advertiser.
2.4 The Affiliate may not carry out any manipulation or artificial traffic, in particular not in order to increase the commission rate. Any attempt to circumvent the system and the billing procedure of the Network by technical or other means is considered manipulation. Self-clicks are permitted in a reasonable number in connection with the embedding and setup. Forced clicks, where visitors are forced to click on an advertising medium, as well as automatic clicks, e.g. by a click generator, are prohibited.
2.5 The modification of advertising media without consultation with the respective Advertiser is also prohibited. The advertising media provided within the framework of the Network may only be published on websites that are registered with the Network.
2.6 An Affiliate and the relevant Advertisers are informed when there is a suspicion of manipulation. The Network may block the Publisher’s campaigns and advertising until the matter is clarified. During this time, the Affiliate receives no remuneration.
2.7 If the suspicion of manipulation cannot be dispelled within a reasonable time, the Affiliate’s account is deleted and this contract terminated. In that case, the credit balance in favor of the Publisher is refunded to the Advertiser, even if it should originate from non-manipulated processes. The Network reserves the right to take legal action. If the Network can prove manipulation, the Affiliate concerned will be charged a flat-rate expense fee of CHF 850.
2.8 The Publisher must report significant changes to its website to the Network without delay. Furthermore, the Publisher must log in from time to time, keep the data up to date, maintain the partner programs, comply with the regulations on data protection and data security, and ensure security in accordance with the current technical standard. If one or more of these obligations are permanently not fulfilled, even after a single reminder, the Network may block the account and terminate this contract. In that case, the credit balance in favor of the Publisher is refunded to the Advertiser.
3. Rights and Obligations of the Advertisers
3.1 The Advertiser selects, from the Publishers’ applications, the websites on which it wants to place its advertising. The Network provides the codes and programs that are necessary for placing the advertising with the Publishers, for management and for the billing of commissions. The Advertiser has free access to the members’ area at any time in order to manage its partner program(s) and Publishers.
3.2 If the Advertiser is a natural person, he or she must be at least 18 years old. For young people under 18 years of age, a parent or the legal representative must give consent to the registration. The registration of an Advertiser under 18 years of age without such consent is invalid.
3.3 The Advertiser is obliged to comply with instructions from the Network regarding this contract and the cooperation. He is obliged to log in from time to time in order to check his own data and to manage that of his Publishers as far as necessary. Furthermore, he must comply with the data protection regulations and ensure security according to the current technical standard. The codes provided by the Network must be properly embedded on the site at the start of the program. If one or more of these obligations are permanently not fulfilled, even after a single reminder, the Network may block the account and terminate this contract. In this case, the Advertiser must fully fulfill its financial obligations toward the Publishers and reimburse the Network a flat-rate expense fee of CHF 850.
3.4 If the code provided by the Network is no longer properly embedded, the Advertiser owes the Network compensation equal to the average remuneration. The compensation per day is the average remuneration/commission plus the network fee accrued in the last 30 days in which the code was properly embedded, divided by 30. The compensation is owed for as long as the code is not properly embedded.
3.5 The Advertiser may not carry out any manipulation, in particular not in order to reduce the commissions for the Publishers. Any attempt to circumvent the system and the billing procedure of the Network by technical or other means is considered manipulation. An Advertiser and its Publishers are informed when there is a suspicion of manipulation. The Network may block the Advertiser’s campaigns and advertising until the matter is clarified. If the suspicion cannot be dispelled within a reasonable time, the Advertiser’s account is deleted and this contract terminated. The Advertiser must fully fulfill its financial obligations toward its Publishers in this case as well. The Network reserves the right to take legal action. If the Network can prove manipulation, the Advertiser will be charged a flat-rate expense fee of CHF 850.
4. Design of the Websites and Advertising
4.1 Advertisers, Publishers and the Network undertake to design their websites and their advertising in accordance with the applicable legal regulations and to observe netiquette. Data, information and layout of the websites must not violate personality rights, press law, copyright, competition law, or the regulations on trademarks and design, nor any other legal regulations of Switzerland and Europe. Furthermore, it must be noted that the websites and the advertising are accessible worldwide and that international law must also be taken into account where necessary.
4.2 The Network reserves the right to block the account of an Advertiser or a Publisher immediately and to terminate the contract if the content of a website or an advertisement is unlawful or seriously violates netiquette. In less serious cases, the Network may request the Publisher or Advertiser concerned to change the website within a certain period. If this is not complied with, the Network will block the account of the Advertiser or Publisher concerned and has the right to terminate the contract. If the content of a website is criminal, the Network has the right to inform the police of the matter. In the event of termination of the contract for the reasons stated in Section 4, the Advertisers must fulfill their full financial obligations toward the Publishers, and the Network has the right to claim damages.
4.3 Apart from the cases mentioned in Sections 4.1 and 4.2, the Network has no influence on the content or design of the websites.
5. Fees and Billing for Advertisers
5.1 The Advertiser determines how much it pays its Publisher per click. The following options exist:
5.1.1 Pay per Click: The commission is paid to the Publisher per click made on an advertisement.
5.1.2 Pay per Engagement: The commission is paid to the Publisher per click made on an advertisement if the visitor stays on the website for longer than 8 seconds.
5.1.3 Pay per Lead: The commission is paid per contact made by the customer, e.g. a request for advertising material.
5.1.4 Pay per Sale: The commission is paid as soon as the customer demonstrates revenue, normally a purchase.
5.2 The Network charges a separately agreed fee. The fee is calculated from the remuneration that the Advertiser pays the Publisher. This network fee is charged to the Advertiser.
5.3 The agreed remuneration of the Publishers plus the network fee is invoiced to the Advertiser at the end of the month. So that the Publisher can be paid out promptly, the Advertiser pays the invoice within 10 days. From the 11th day, the Advertiser automatically falls into default without further reminder. The default interest is 8%. The Network may charge flat-rate expenses of CHF 50 for each reminder.
5.4 The Advertiser bears the costs of the money transfer.
6. Fees and Billing for Publishers
6.1 Registration is free of charge.
6.2 The remuneration determined by the Advertiser can be viewed in the Publisher backend. There are the following types of remuneration:
6.2.1 Pay per Click: The commission is paid to the Publisher per click made on an advertisement.
6.2.2 Pay per Engagement: The commission is paid to the Publisher per click made on an advertisement if the visitor stays on the website for longer than 8 seconds.
6.2.3 Pay per Lead: The commission is paid per contact made by the customer, e.g. a request for advertising material.
6.2.4 Pay per Sale: The commission is paid as soon as the customer demonstrates revenue, normally a purchase.
6.3 The credit balances of previous months confirmed and paid by the Advertiser are paid out to the Publisher at the latest on the last day of the month – provided that the Publisher’s complete payout information is available – as soon as they exceed the amount of CHF 50. The Network may, at its own discretion, also pay out smaller amounts.
6.4 If the Publisher’s registered office is located in the European Union, the transfer is made in EUR at the current daily exchange rate.
6.5 The Affiliate bears the costs of the money transfer for the payout. The payout is made in Switzerland as a SIC payment; in the European Union, in EUR as a SEPA payment; all other payments are made as SWIFT payments.
6.6 If a Publisher does not generate any transaction for more than 3 consecutive months, the Publisher is charged a monthly account maintenance fee of CHF 2.50. If the credit balance falls to CHF 0, the Network may block the Publisher and delete its account.
7. Liability and Warranty
7.1 The Network warrants careful execution of the services and security according to the current technical standard. Advertisers and Publishers likewise undertake to keep their advertising or websites at the current technical level and to secure them accordingly against disruptions.
7.2 In order to ensure quality, the Network may carry out checks in the form of orders and other actions. The Network reports such tests to the affected contractual partners without delay. Orders placed within the scope of such a test by the Network and its agents are not legally effective and therefore need neither be paid nor accepted.
7.3 The liability of the Network, Advertiser and Publisher is limited to damages that are attributable to intentional breaches of contract or gross negligence. If such damages arise through misconduct on the part of the Network, the Publishers or Advertisers concerned should report defects and disruptions without delay.
7.4 All contractual partners are aware that errors can creep in even with careful software development and maintenance. The Network does not guarantee uninterrupted operation of the Network. However, the Network carries out planned system interruptions, such as maintenance intervals, at off-peak times where possible. The Network is entitled to interrupt operation if this is necessary for important reasons, such as in the event of disruptions or risk of misuse. Where possible, information about interruptions is announced on the website. The Network is not liable for consequential damages, lost profit and data losses, nor for damages resulting from operational interruptions, unless these are caused by gross negligence or intent on the part of the employees.
7.5 The Network is not liable for defects and disruptions for which it is not responsible, above all not for security defects and operational failures of third-party companies with which it cooperates or on which it depends. In such cases, Advertisers and Publishers likewise cannot be held liable by other partners who have concluded this contract.
7.6 The Network is not liable for force majeure, improper procedure and disregard of the risks on the part of the Advertisers, Publishers, their customers or third parties, excessive use, unsuitable equipment, extreme environmental influences, or disruptions by third parties (viruses, worms, etc.) that occur despite the necessary current security precautions. In such cases, Advertisers and Publishers likewise cannot be held liable by other partners who have concluded this contract.
7.7 The Network in principle declines all liability for damages incurred by Affiliates or Advertisers due to any breaches of duty under Sections 2 and 3, such as through manipulation. Exception: should such damages arise because the Network negligently or intentionally failed to prevent the misconduct of a Publisher or Advertiser, the Network is liable for direct damages toward the affected contractual partners. In this, liability for consequential damages is excluded as far as permissible.
7.8 The Advertisers and Publishers are obliged to provide the Network with authentic information about their person or company. The Advertiser or Affiliate responsible is liable for violations of this rule. The Network is liable toward Advertisers and Publishers for damages due to incorrect information only if the damages occur as a result of negligence or intent on the part of the Network.
7.9 The Network informs the contractual partners and their customers on its website about data protection and other risks, as well as the security precautions they must observe.
8. Data Protection
8.1 The Network expressly guarantees compliance with the regulations on data protection. It must ensure security according to the current technical standard.
8.2 The stored data is used by the Network exclusively for the fulfillment of the contract. No data is passed on to third parties or sold. The Network may pass on the received data to processors.
8.3 The information provided by the Network about Publishers and Advertisers shall be used by all contractual partners only within the framework of this contract. Passwords and codes may not be passed on to third parties.
8.4 If Publishers or Advertisers wish to use this information more extensively and for other purposes, they are obliged to inform and ask the contractual partners concerned.
8.5 In the event of unauthorized use of information, the Network may block the account of the Publisher or Advertiser at fault. The Advertisers must fully fulfill their financial obligations toward the Network and the Publishers. The Publishers receive their credit balance paid out by the Network.
9. Termination
9.1 Publishers as well as Advertisers may terminate this contract at any time with a notice period of 6 months as of the end of a month.
9.2 The remaining credit balance is paid out to the Publisher if it is above the payout amount according to Section 6.3.
10. Amendment of these GTC
10.1 The Network reserves the right to change prices, services and these GTC at any time. The Network informs about this as quickly as possible on its website.
10.2 If the contract is changed, Advertisers and Publishers may terminate as of the end of the month under the conditions of Section 9. Otherwise, the new conditions are deemed accepted.
11. Final Provisions
11.1 Swiss law, in particular the provisions of the Code of Obligations (CO), applies to this contract.
11.2 The parties will endeavor to settle any difficulties arising from the execution of this contract amicably.
11.3 Should certain points not be regulated, or should individual provisions of these terms and conditions be invalid, the contract nevertheless remains in force. The unregulated or invalid points are to be replaced by an agreement that complies with the law and comes as close as possible to the will of both parties.
11.4 The place of jurisdiction is the registered office of the Network.
