These Terms apply to the Affiliate services provided by registered Affiliates (hereinafter referred to as: Publisher) for Zip Recipes BV, registered with the Dutch Chamber of Commerce under number 80342515 (hereinafter referred to as: Zip Recipes).
1 Nature of the Affiliate Service
1.1. Zip Recipes operates a website that allows third parties (‘Visitors’) to access information and/or enter into agreements with Zip Recipes. If Visitors enter into agreements facilitated by the Affiliate Service, this will be with Zip Recipes rather than with Publisher. Zip Recipes will indemnify Publisher against any and all claims from Visitors related to the performance of this agreement.
1.2. Publisher will provide services to Zip Recipes consisting of attracting identified Visitors who wish to enter into an agreement with Zip Recipes (hereinafter: the ‘Affiliate Service’); Zip Recipes will pay Publisher a fee for this Affiliate Service.
1.3. By entering into this agreement, the parties are not forming a partnership, general partnership, public partnership, joint venture or equivalent partnership. Neither party will be authorized to enter into agreements on the other party’s behalf.
1.4. Publisher expressly makes no commitment whatsoever and provides no guarantee whatsoever as regards Visitor numbers, agreements entered into, and the like.
2 Promotion by Publisher
2.1. Publisher will be authorized to carry out promotional activities for the Affiliate Service, which it may do as it sees fit within the provisions of this article.
2.2. In these promotional activities, Publisher will use all the materials contained on Zip Recipes’ website, unless Zip Recipes has indicated that this is excluded for specific materials. Furthermore, Zip Recipes’ trade name, brand name and logo may be used, but in an unchanged format, and Zip Recipes will be entitled to set reasonable terms for the manner of presentation. Zip Recipes indemnifies Publisher against any and all third-party copyright claims relating to these materials.
2.3. Publisher will not be authorized to:
• carry out promotional activities on websites or services of an illegal nature,
• carry out promotional activities using electronic communication by e-mail, text/SMS or a similar medium (‘spam’), if this occurs without the legally required opt-in,
2.4. Publisher will not make any statements regarding Zip Recipes’ range of products/services that are inaccurate or that violate relevant laws, e.g. laws relating to comparative advertising, unfair trade practices, or consumer rights.
2.5. If Zip Recipes has a reasonable suspicion that Publisher is acting contrary to the provisions of this article, it will notify Publisher accordingly. Publisher and Zip Recipes will then consult with one another to determine how Publisher’s actions must be changed.
3 Compensation for the Affiliate Service
3.1. Zip Recipes will pay Publisher an amount of 20 per cent of the price (exclusive of applicable VAT) of the agreement signed by a Visitor for each identified Visitor who actually enters into an agreement with Zip Recipes.
3.2. Compensation is payable if the Visitor’s first visit can be traced back to Publisher.
3.3. No compensation will be payable if the introduction of the Visitor took place following the date of termination of the agreement. However, compensation will be payable if only the consent referred to in the following paragraph was granted after this date.
3.4. Zip Recipes will only be entitled to refuse compensation based on valid reasons. ’Valid reasons’ apply in the following events:
• if there is fraud involved
• if the Visitor (e.g. pursuant to e-commerce laws) has terminated the agreement with Zip Recipes for valid reasons
• If publisher does not adhere to the price per plugin communicated on ziprecipes.net without written consent.
4 Billing and payment
4.1. Compensation payable will be paid quarterly, with a threshold of € 75,- minimum earnings.
4.2 Earnings not payed because of this threshold will be moved to next quarter.
4.2. Zip Recipes will issue a credit invoice to Publisher. This invoice will be in electronic format.
4.3. The term of payment for the credit note is net 30 days following the date stated thereon.
5.1. In order to determine the results, Zip Recipes will include a detailed report on the basis for the compensation on the credit note.
5.2. The results as reported in accordance with the foregoing paragraph are binding, unless Publisher can provide convincing counterevidence.
6 Limitation of liability
6.1. Publisher will only be liable to Zip Recipes for direct loss or damage resulting from attributable failure to comply with the agreement.
6.2. No liability shall exist in any manner whatsoever for any indirect loss (including consequential loss, loss of income and profit, loss of data and non-material loss).
6.3. The maximum loss amount for which Publisher is liable is equivalent to the total compensation that has become due and payable during the three months prior to the time of the loss-incurring event.
7 Term and termination
7.1. This agreement is entered into for an unlimited period of time.
7.2. Both parties will be authorized to terminate the agreement at any time.
7.3. Following termination of the agreement, Zip Recipes will pay the outstanding amount in compensation in accordance with Article 4.
8 Disputes and applicable law
8.1. This agreement is governed exclusively by Dutch law.
8.2. Any disputes between the parties that cannot be settled amicably will be submitted to the competent Dutch court for the district where Zip Recipes has its registered office.
9 Amendments and additions
9.1. Any general terms and conditions of Publisher will not form part of the agreement unless stated
9.2. If any provision of the agreement are found to be contrary to applicable law, this provision will be amended such that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision.
9.3. Zip Recipes will be authorized to amend the agreement with new Terms and Conditions. These amendments or additions will become effective sixty days following notification to Publisher.
9.4. If Publisher chooses not to accept an amended or completed term/condition, it shall terminate the agreement within these sixty days. If Publisher fails to do so, it shall be deemed to have given its approval of the amended or additional term(s)/condition(s).
10 Other provisions
10.1. Without prior consent, the parties will not provide any information and/or make any statements to third parties regarding the contents of the agreement, the partnership between the parties or the results of the Affiliate Service.
10.2. Publisher will not be authorized to transfer this agreement and all its rights and obligations arising therefrom to a third party without the express consent of Zip Recipes. Both parties will be authorized to transfer this agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this agreement is subject.
10.3. The version of any communications between the parties received by or stored by Zip Recipes will be deemed to be the authentic version, unless Publisher can demonstrate that this version is not authentic.