(1) These Terms & Conditions apply to participants in the V Spot Affiliate Program (the “Program”).
(2) In these Terms & Conditions, “Company”, “we”, “us”, and “our” means V Spot ACN 606 085 401 a company registered in Australia whose registered office is at 7 Soniver Road, North Curl Curl NSW 2099, Australia.
(3) In these Terms & Conditions, “Affiliate”, “you” and “your” means the individual or organisation that is applying to become a participant in the Program and who will accept these Terms & Conditions upon joining the same.
(4) By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with us (the “Agreement”).
- Definitions and Interpretations
1.1 In these Terms & Conditions the following terms shall have the following meanings:
“Affiliate Information” means the information provided by the Affiliate when applying for enrolment in the Program;
“Business Day” means any day other than Saturday or Sunday that is not a bank or public holiday;
“Commencement Date” means the date of your acceptance;
“Commission Rate” means the percentage of commission paid on net sales revenue set out in Sub-clause 10.2;
“Confidential Information” means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under the Agreement;
“Current Term” means the Term that the Parties may be in at any given time;
“Direct Referral” means a sale to a customer who has been lead to the our website through your website where that customer can be tracked directly from your site to ours without any further intermediaries;
“Intellectual Property Rights” means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with current Intellectual Property laws in New South Wales.
“Registered Email Address” means the email address of the Company as provided on the website or the email address of the Affiliate as provided in your Application;
“Returns Policy” means our returns policy which can be found at https://www.thevspot.com.au/terms-and-conditions#returns
“Term” means the term of the Agreement, as defined in Clause 16 of these Terms & Conditions, during which you shall participate in the Program under the terms and conditions set out in the Agreement.
- Enrolment in the Program
2.1 To enrol for the V Spot Affiliate Program, you will complete and submit the online application available on our website. Your application will be carefully considered and you will be advised whether the application has been successful or not. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program.
2.2 By enrolling in the Program you agree that, at the time of application, you will provide accurate and complete affiliate information and that you shall inform us of any changes in your affiliate information.
2.3 We may, at our sole discretion, review your website or other platforms following your acceptance of these Terms & Conditions. Following your acceptance of these Terms & Conditions, you will receive further instructions to allow you to commence marketing our goods.
2.4 We may, in our sole discretion, choose to reject any application for any reason and are under no obligation to disclose such reasons. Reasons for which an Application may be rejected include, but are not limited to content on your website or other platform that:
2.4.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
2.4.3 is sexually explicit; or
2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
2.5 We set out the following rules for enrolment in our affiliate program:
2.5.1 You must be 18 years or older.
2.5.2 You must be a human; automated electronic registration is not permitted.
2.5.3 You must provide all details as requested at sign up.
2.5.4 Shared login is not permitted.
2.5.5 Security of your account and password is your responsibility and The V Spot will not be liable for any loss, injury or damage suffered as a result of an improperly secured account.
2.5.6 You are responsible for all material posted from your account, even when content is posted by others with accounts under your name.
2.5.7 You cannot use the V Spot Affiliate Program to earn money or earn commissions on your own product orders (even if these are placed by your friends, family, colleagues etc) or on products you intend to resell.
2.5.8 You cannot earn commissions on wholesale or trade orders.
2.5.9 If your account is inactive (not earned a commission within the last 60 calendar days) we may delete your account at our sole discretion.
2.5.10 The idea of the affiliate program is for you as the affiliate to refer customers to us. Therefore you cannot use the affiliate program to earn money or earn commissions on for example, a single order to us consisting of grouped orders from a number of people. This way the direct customers are not referred to us and any calculated commissions resulting from this will not be paid.
- Company / Affiliate Relationship
3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any party the agent of any other party for any purpose.
3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind The V Spot in any way.
- Website Links
4.1 In your affiliate administration area will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and a selection of graphic files to which the HTML code should be applied.
4.2 The HTML code as it appears in your affiliate administration area must be copied exactly and not altered in any way. Failure to comply with this condition may result in your receiving no credit for our sales that are generated through your website or other platforms.
4.3 Under no circumstances may any of the links or graphic files provided by us be modified in any way without our prior written authorisation. You may not use graphic files of your own to link to our site.
4.4 All graphic files that we may provide for use as links may be displayed throughout your website and other platforms as you deem appropriate. We reserve the right to request the alteration or removal of a link from your website or other platforms.
4.5 You are required to assume full responsibility to maintain all links to our website from your website or other platforms.
4.6 We reserve the right to change the graphics at any time.
4.7 For accurate tracking, affiliate links should point to the home page of our website https://www.thevspot.com.au. Deep links, or links to other pages inside the product site may not earn credit, as these are custom links that we cannot guarantee the accuracy and legitimacy of.
- Site Maintenance and Content
5.1 Each Party shall be exclusively responsible for maintaining and updating its own website and other platforms. Subject to the provisions of this Clause 5 and Clause 13 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website or other platforms.
5.2 Subject to Sub-clause 5.3 of these Terms & Conditions, neither Party may host any content that:
5.2.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
5.2.2 facilitates or promotes violence, terrorism, or any other criminal activity;
5.2.3 is sexually explicit; or
5.2.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
5.3 Neither Party shall be under any obligation to pre-screen any content added to their website or other platforms by third parties; however in the event that either Party receives from the other a written notification of any content that falls within that described in Sub-clause 5.2 of this Agreement, such content must be removed within two Business Days of receipt of such notice.
5.4 Spamming and unsolicited commercial email is not permitted. If it comes to our attention that you are using these methods, we will immediately terminate this agreement and your participation in our Affiliate Program. Any pending commissions owed to you will not be paid if your account is terminated due to this unacceptable advertising or solicitation.
- Display of Company Information
6.1 As an affiliate, you are free to display pricing information relating to our products. It is your responsibility to keep such information up-to-date through your own efforts; we will not provide pricing information updates to you.
6.2 We reserve the right to alter pricing at any time in accordance with our own policies.
- Customer Referral Requirements
7.1 Terms & conditions relating to the referral of customers to us via links on your website or any other platform can be found on our website at www.thespot.com.au.
7.2 We reserve the right to alter such terms & conditions at any time.
8.1 We undertake to use our best and reasonable endeavours to process and fulfil all orders placed by referred customers generated by affiliates.
8.2 We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 7 of these Terms & Conditions.
8.3 It shall be our full responsibility to ensure that all orders are completed. We shall be responsible for order entry, payment processing, handling, shipping, cancellations, returns and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction.
- Affiliate Sales Reporting
9.1 We will track the following elements of all sales:
9.1.2 volume; and
9.1.3 revenue generated.
9.2 Full reports of all sales generated through the links on your website will be available in your affiliate administration area. We reserve the right to alter the form and content of such reports without notice.
- Commission and Referral Fees
10.1 You will be paid commission at the rates set out in Sub-clause 10.2 on the sales generated through your website or other platforms.
10.2 Commission shall be calculated on the following basis:
10.2.1 Notwithstanding Sub-clause 10.2.2 all sales that result from Direct Referrals will attract a commission of 10%, however no commission will be earned on sale items. Affiliates will be required to maintain a monthly quota of $50.00/month. In the event that this quota is not maintained and after fair and reasonable notice to the affiliate, The V Spot reserves their right to terminate their agreement with the affiliate.
10.2.2 The system logs the customer’s cookies and IP address, so when they leave and come back to purchase, you may still get your commission for as long as that person keeps coming back to our website without clearing their computers cookies, however that is not guaranteed. In the event that such customers are identified, sales will (unless referred directly from another affiliate’s website) attract a commission of 10%.
10.3 Sub-clause 10.2.2 shall apply only until the expiration or removal of our cookies by the customer or for a period of 60 calendar days after the most recent Direct Referral for a particular customer, whichever is earlier.
10.4 In the event that a customer cannot be tracked, no commission will be paid.
10.5 Commission shall be calculated only once we have received payment in full from the customer. Only once payment has been received in full will sales be logged in your affiliate administration area.
10.6 Commissions are paid only by Electronic Funds Transfer (EFT) or Bank Transfer. You are required to provide your account details on your application.
10.7 Commission payments will be processed monthly on the first business day of the month for the previous month’s commissions. Please allow a reasonable period of time for payment to clear in your account following payment processing. Payment is subject to bank account details being submitted by you in your application.
10.8 In the event of any refunds issued for any reason including, but not limited to, fraud and where such refunds are not incurred through any fault of ours, you may be contacted to arrange for the repayment of any related commission or will be deducted from future commission payments.
10.9 Any and all commission paid to you shall be based on sales revenue less any tax due; however you may still be liable to pay tax on your commission. By accepting these Terms & Conditions you hereby acknowledge that you are solely responsible for the payment of tax on any income you may generate through your involvement in the Program. The V Spot will not be liable for any tax resulting from commission payments to you.
10.10 We reserve the right to modify our Commission Rates at any time. You will be given five Business Days’ prior written notice (the “Notice Period”) of any such change. In the event of any such change, you will be given the option to terminate your affiliation and will, on the exercise of that option, be paid any Commission due to you.
10.11 For a product sale to be eligible to earn a commission, the customer must click-through a correctly formatted link from your website or other platform and purchase the product on our website during that session. The session ends once someone closes their web browser or navigates away from our website without purchasing a product before leaving the site. If they leave the site, come back later (not through your link) and purchase a product, you may not earn a commission.
10.12 If the customer clears their computer’s cookies or use another link to visit our website, then they will need to click back on your affiliate link for you to start receiving commissions from that customer again. We do not guarantee ongoing commissions of affiliate sales through the use of customers cookies. The best way to ensure ongoing commissions is to ensure the customer uses your link every time they want to make a purchase.
- Trade Marks
11.1 Upon your entry into the Program, we shall grant to you a non-exclusive, non-transferrable, royalty free licence to use our trade marks. You may use our trade marks only to the extent required to establish links and perform your obligations as an Affiliate under these Terms & Conditions.
11.2 In the event that you wish to use our Trade Marks for any purposes outside of these Terms & Conditions you must not do so without prior written consent, such consent not to be unreasonably withheld.
11.3 By accepting these Terms & Conditions you hereby agree that:
11.3.1 Our Trade Marks shall remain the property of The V Spot unless and until we assign those marks to a third party;
11.3.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our Trade Marks on you; and
11.3.3 you shall not contest the validity of our trade marks.
- Intellectual Property
12.1 Unless otherwise expressly indicated and subject to Sub-clause 12.3 below, we are the sole and exclusive owners of all Intellectual Property Rights (“IPRs”) in our website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the site. We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
12.2 We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.
12.3 Unless otherwise expressly indicated, all IPRs in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
- Affiliate Warranties and Indemnity
13.1 In accepting these Terms & Conditions you hereby warrant and acknowledge that:
13.1.1 Your website or other platforms do not and will not contain any content that:
18.104.22.168 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
22.214.171.124 facilitates or promotes violence, terrorism, or any other criminal activity;
126.96.36.199 is sexually explicit; or
188.8.131.52 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
13.1.2 Your website and other platforms are and shall remain functional and, subject to the provisions of Clause 18 of these Terms & Conditions, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
13.1.3 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
13.1.4 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and
13.1.5 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.
13.2 By accepting these Terms & Conditions you agree that you shall indemnify us in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by us as a result of, or in connection with:
13.2.1 breach of any warranty given by you in relation to your website or other platforms;
13.2.2 any claim that your website or other platforms infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and
13.2.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.
14.1 We make no warranty or representation that our website, the Program, or any goods sold through the Program will meet your requirements or those of your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
14.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Program.
14.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.
15.1 We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.
15.2 Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms & Conditions or the Agreement shall be limited to AUD$1.
15.3 Notwithstanding any other provision in these Terms & Conditions, our liability to you for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.
- Term and Termination
16.1 These Terms & Conditions and The Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of 12 months from that date (the “Initial Term”). Following the Initial Term, you will be required to submit a new Affiliate Application so that agreements are re-approved and renewed on an annual 12 monthly basis (each a “Renewal Term”) unless and until terminated in accordance with this Clause 16.
16.2 Either Party may terminate the Agreement by giving two Business Days’ prior written notice to the other:
16.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unrectified two Business Days after receiving written notice of that breach; or
16.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
16.3 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least two Business Days before the end of the Current Term.
16.4 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.
16.5 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
16.6 In the event that we terminate the Agreement in accordance with Sub-clause 16.2.1, any Commission owed to you at that time shall be forfeited.
17.1 Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:
17.1.1 at the time of its acquisition was in the public domain; or
17.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
17.2 Each Party hereby agrees and undertakes:
17.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
17.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and
17.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.
- Force Majeure
Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that, in the event that one or more of the provisions of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms & Conditions. The remainder of the Terms & Conditions shall be valid and enforceable.
Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party’s Registered Email Address.
- Entire Agreement
21.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Program or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.
21.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.
22.1 No Waiver
The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.
- Dispute Resolution (Arbitration)
It shall be agreed that where any dispute or difference relating to the Agreement or these Terms & Conditions arises between the Parties that matter shall be referred to the arbitration of a single arbitrator to be agreed between the Parties.
- Law and Jurisdiction
24.1 These Terms & Conditions and the Agreement shall be governed by the current laws of New South Wales, Australia.
24.2 Any dispute between the Parties relating to the Agreement shall be fall within the current jurisdiction of the courts and laws of New South Wales, Australia.