Affiliate Program Terms

(1) These Terms & Conditions apply to participants in the Twinxter Academy Partners Affiliate Programme (the "Programme").
(2) In these Terms & Conditions, "Company", "we", "us", and "our" means Twinxter Academy, the brand owned and operated by Twinxter Academy, a company having its registered seat in Bloemendaal, the Netherlands and registered with the Dutch Chamber of Commerce under number 82248524.
(3) In these Terms & Conditions, "Affiliate", "you" and "your" means the individual or organisation that is applying to become a participant in the Programme 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").

1.1 In these Terms & Conditions the following terms shall have the following meanings:

"Agreement" means the via de website of Twinxter Academy by the Affiliate accepted Terms & Conditions via which this Affiliate has been bound by them and has entered into a binding agreement with us;
"Business Day" means any day other than Saturday or Sunday that is not a bank or public holiday;
"Cancellations/Refund Policy" means our cancellations/refund policy which can be found in Clause 12 of these Terms & Conditions;
"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 11.2;
"Confidential Information" means all information that you and we have obtained from each other or from another source in the context of the Agreement and/or the Programme. Information is considered confidential if this has been reported by the other party or if this follows from the nature of the information;
"Cookies" means Cookies placed by us;
"Current Term" means the Term that the Parties may be in at any given time;
"Direct Referral" means a sale of a Service Package to a customer who has been led to 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 the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
"Programme" means Twinxter Academy Partners Affiliate Programme;
"Registered Email Address" means the email address of the Affiliate as provided in your Registration Data;
"Registration Data" means the information provided by the Affiliate when registering for enrolment in the Programme;
"Service Package" means a particular set of services available from us through our website as defined in Clause 7;
"Term" means the term of the Agreement, as defined in Clause 19 of these Terms & Conditions, during which you shall participate in the Programme under the terms and conditions set out in the Agreement; and
"Third-party Cookies" means Third-party Cookies that are not placed by us; instead, they are placed by third parties that provide services to Us and/or to you. Third-party Cookies may be used by advertising services to serve up tailored advertising to you on Our Site, or by third parties providing analytics services to us.

2.1 By enrolling in the Programme you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data. The requested Registration Data are the following data:
Name;Address;Demographic Information;Occupation;Job title;Contact details;Email address;Your personal interests or preferences (including purchase history, marketing preferences and publicly available social media profile information);Identifiable IT information (IP addresses, usage data, cookies data, online navigation data, browser data).

2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
2.3 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance 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 that:

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 us in any way.

4.1 In your Affiliate Dashboard will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and/or a selection of graphics files to which the HTML code should be applied.
4.2 The HTML code as it appears in your Affiliate Dashboard must be copied exactly and not altered in any way. Failure to comply with this condition may result in your receiving no credit for sales of Service Packages that are generated through your website.
4.3 Under no circumstances may any of the graphics files provided by us be modified in any way without our prior written authorisation. You may not use graphics files of your own to link to our site.
4.4 All graphics files that we may provide for use as links may be displayed throughout your website as you deem appropriate, subject to our prior consent (which shall not be unreasonably withheld) which must be obtained in all cases.
4.5 We reserve the right to request the alteration or removal of a link from your website. This request does not affect our legal right to claim damages caused by the breach of Clauses 4.3 and 4.4 of these Terms and Conditions.4.6 You are required to assume full responsibility to maintain all links to our website from your website.

6.3.1 You are responsible for providing us with full and accurate account information and for keeping that information up to date. Such information might include but is not limited to: contact details, payment details, tax information and any other details we may require. We reserve the right to request additional data regarding all the websites where you promote Twinxter Academy and the promotional practices you use. Failure to provide accurate information may result in exclusion from the Programme, suspension or termination of your Affiliate account and forfeiture of any commissions.
6.3.2 You should not create more than one Affiliate account.
6.3.3 You should act in good faith to refer customers in good standing.
6.3.4 You cannot refer yourself, and you will not receive a commission on your own accounts. You should not use our Programme to refer companies that you own or in which you have shares or other interests.
6.3.5 You should not take actions or make recommendations to your
referrals that result in a potential revenue loss for Twinxter Academy.
6.3.6 You should not engage in incentivised programs and business-opportunity sites, using marketing practices that might be unethical or likely to attract customers, not in good standing.
6.3.7 You should not use on behalf of your referrals or encourage your referrals to use on their Twinxter Academy accounts any copyrighted or third-party material without the proper licenses.
6.3.8 You should not copy, alter or modify any icons, buttons, banners, graphics, files or content contained in Twinxter Academy’ Links, including but not limited to removing or altering any copyright or trademark notices, without prior written approval from us.
6.3.9 You should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for Twinxter Academy.
6.3.10 You should not post ads on offensive, illegal, hateful, pornographic, or otherwise distasteful websites.
6.3.11 You agree not to violate any applicable laws.
6.3.12 If we detect a pattern in your affiliate practices that in our reasonable opinion violates any aspect of the T&C, we reserve the right to suspend or terminate your affiliate account and cancel all outstanding commission payments due.

6.4.1 Using any illegal or spam method of advertising, e.g. unsolicited email, an unauthorised placing of the link in forums, newsgroups, message boards etc.;
6.4.2 Bidding on keywords and phrases containing the Twinxter Academy trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the Twinxter Academy Website(s) as display URL in PPC ads and to direct-link or redirect to the Twinxter Academy Website(s);
6.4.3 Using non-unique copyright infringing content to promote Twinxter Academy;
6.4.4 Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
6.4.5 Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
6.4.6 Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
6.4.7 Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
6.4.8 Using iframes or any other techniques or technology that places your affiliate tracking cookie by any means other than an actual click-through;
6.4.9 Using link cloaking or masking techniques or technology with the goal to promote Twinxter Academy on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
6.4.10 Your website(s) must NOT contain lewd, obscene, illegal or pornographic material or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The designation of any materials as such is subject to our reasonable opinion;
6.4.11 Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the Twinxter Academy trademark or any other variations or misspellings confusingly similar to Twinxter Academy trademark, name, logo or domain name, without our prior approval;
6.4.12 Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names, unless you have been duly authorised by the trademark owner.
6.4.13 Twinxter Academy has the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in warning, suspension or termination of your affiliate account and cancellation of all outstanding commission payments due.

Existing customers: Customer referrals who are our existing customers prior to the referral are not eligible to receive referral commission
Existing opportunities: Customer referrals that convert into leads that are materially the same (i.e., same entity) as opportunities that are in our or our resellers active sales process at the time of the referral or were in process during the ninety (90) days prior to the referral submission, are not eligible for referral commission.
One-Off Services: Fees for support, implementation, customisation, training, consulting or other professional services, or for referring third-party products or services are not eligible for referral commission. Only the monthly net recurring revenue will be taken into account to calculate your commission to be pay out to you.
Multi-years Subscriptions: Customers with a term of more than one year are only eligible for one referral commission-pay out.
Failure to Follow Process: Customer referrals where you have failed to follow the process set out in this agreement are not eligible for referral commission.
Self-Referrals: Customer referrals referred by you are not eligible for referral commission where (i) the referred lead is yourself or an entity that the you own or is an employee in; or (ii) where the referred lead is an affiliate of you. If you make a self-referral, we may, at our discretion, terminate this Agreement and cease paying commissions for such self-referral.
Referral Link: Customer referrals submitted by you without using the referral link to be placed on your website or before signing up for the Programme are not eligible to receive any commissions under this Agreement.

9.1 We undertake to use our best and reasonable endeavours to process and fulfil all orders for Service Packages placed by referred customers generated by affiliates.
9.2 We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 8 of these Terms & Conditions.
9.3 It shall be our full responsibility to ensure that all orders are completed and that the provision of services is undertaken within reasonable time. We shall be responsible for order entry, payment processing, cancellations and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.

11.2.1 Notwithstanding Sub-clause 11.2.3 all sales that result from Direct Referrals will attract a commission of commission Rate%.
11.2.2 In the event that a customer resulting from a Direct Referral renews a Service Package upon the initial sale for which you earned Commission, such a renewal will attract a commission of commission Rate%. Where a customer does not renew a Service Package at the end of that package’s original term but reactivates that Service Package at a later time, Sub-clause 11.2.3 shall apply.11.2.1 Notwithstanding Sub-clause 11.2.3 all sales that result from Direct Referrals will attract a commission of commission Rate%.
11.2.3 Cookies and IP logs will identify customers that have previously been referred through your website. In the event that such customers are identified, sales that do not fall within Sub-clause 11.2.2 will (unless referred directly from another affiliate’s website) attract a commission of commission Rate%.

11.3 Sub-clause 11.2.3 shall apply only until the expiration or removal of our cookies by the customer or for a period of x days set on the system days after the most recent Direct Referral for a particular customer, whichever is earlier.
11.4 In the event that a customer cannot be tracked, no commission will be paid.
11.3 Sub-clause 11.2.3 shall apply only until the expiration or removal of our cookies by the customer or for a period of x days set on the system days after the most recent Direct Referral for a particular customer, whichever is earlier.
11.5 Commission shall be calculated only once we have received payment in full from the customer and the customer has no legal rights anymore to cancel the order(s). Only once payment has been received in full, sales will be logged in your Affiliate Dashboard, but will be shown as pending for 45 days set on the system days after the order has been completed (this time period reflects the time limit set out in our Cancellations/Refund Policy in Clause 12).
11.6 Commission pay-outs will be scheduled every calendar month. Every affiliate will receive commissions only for subscriptions that have passed their limit, which reflects the refund period described in our Cancellations/Refund Policy in Clause 12.
11.7 Commissions will be sent to the PayPal email address of the Affiliate or bank account as provided in their Registration Data. Existing Twinxter Academy subscribers may get part of their commissions in the form of free courses or Promotional credits added to their accounts, up to the sum of their monthly or yearly subscription fees payable to Twinxter Academy. Any subsequent commissions shall be sent to their PayPal account, as described above.
11.8 In the event of any refunds issued for any reasons 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.
11.9 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 Programme.
11.10 We reserve the right to modify our Commission Rates at any time. You will be given 10 Business Days’ prior written notice (the “Notice Period”) of any such change. You will be given the option to opt out of the Programme within the Notice Period and will, on the exercise of that option, be paid any Commission due to you, notwithstanding the total commission earnings requirement set out in Sub-clause 11.6 above.

12.1 In the event a customer cancels an order when this customer legally has this right and uses this right within the time legally due, no commission will be paid.
12.2 In the event we make a commission payment to you in error, we shall be entitled to a refund of the corresponding commission payment made to you (provided that if a non-paying customer does ultimately pay all amounts due, we will repay you the applicable commission minus a deduction for collection and administrative costs, not exceeding half of the total commission). We may, in our sole discretion, choose to either offset such refundable amounts against commissions we owe to you hereunder, or invoice you for the refundable amount(s); invoiced amount(s) are due and payable within thirty (30) days of the invoice date.
12.3 In the event a customer requests a refund for a transaction for which you have earned commission(s), we shall be entitled to a refund of the corresponding commission payment made to you. We may, in our sole discretion, choose to either offset such refundable amounts against commissions we owe to you hereunder, or invoice you for the refundable amount(s); invoiced amount(s) are due and payable within thirty (30) days of the invoice date.

13.1 In the event we have found you to have knowingly referred fraudulent customers, you will be removed from the Programme immediately and all commissions earned by you shall be forfeited.
13.2 Fraudulent customers referred without your knowledge of the referred customer’s fraudulent activity shall not be a cause for removal of you from the Programme. However, future commission payments to you shall be adjusted to reflect the income lost due to fraud committed by the referred customer.
13.3 Should we identify a pattern or unusually high frequency of fraudulent activity committed by one of your referred customers, we will take appropriate action such as advising you to modify practices which are attracting fraudulent customers or terminating your membership in the Programme.13.4 If fraud is detected and we return funds to the victim of said fraud, commissions payable to you shall be recalculated retroactively.

14.1 Upon your entry into the Programme, we shall grant to you a non-exclusive, non-transferrable, royalty-free licence to use our logos and trademarks (our “Trade Marks”).
14.2 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.
14.3 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.
14.4 By accepting these Terms & Conditions you hereby agree that:

15.1 Unless otherwise expressly indicated 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.
15.2 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.15.1 Unless otherwise expressly indicated 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.

16.1.2 Your website is and shall remain functional and, subject to the provisions of Clause 21 of these Terms & Conditions, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
16.1.3 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;
16.1.4 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
16.1.5 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.

16.2.1 breach of any warranty given by you in relation to your website;
16.2.2 any claim that your website 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 16.2.1 breach of any warranty given by you in relation to your website;
16.2.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.

17.1 We make no warranty or representation that our website, the Programme, or Service Packages sold through the Programme 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.
17.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Programme. 17.1 We make no warranty or representation that our website, the Programme, or Service Packages sold through the Programme 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.
17.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.

18.1 We are not 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.
18.2 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 € 1,00.

19.1 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, your enrolment in the Programme shall be renewed automatically for successive periods of 12 months (each a “Renewal Term”) unless and until terminated in accordance with this Agreement.
19.2 Either Party may terminate the Agreement by giving 10 Business Days’ prior written notice to the other:

19.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unremedied 10 Business Days after receiving written notice of that breach; or
19.2.2 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.

19.3 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 10 Business Days before the end of the Current Term.
19.4 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.
19.5 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
19.6 In the event that we terminate the Agreement in accordance with Sub-clause 19.2.1, any Commission owed to you at that time shall be forfeited.

20.1 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:

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.

24.1 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 Programme 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.
24.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.

25.1 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.
25.2 Non-exclusivity - The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
25.3 Non-assignment - 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.

Affiliate Program Terms & Conditions

1. Definitions and Interpretation

2. Enrolment in the Programme

3. Company / Affiliate Relationship

4. Website Links

5. Site Maintenance and Content

6. Display of Company Information

7. Service Packages

8. Customer Referral Requirements

9. Orders

10. Affiliate Sales Reporting

11. Commission and Referral Fees

12. Cancellations/Refund Policy

13. Fraud Policy

14. Trade Marks

15. Intellectual Property

16. Affiliate Warranties and Indemnity

17. Disclaimers

18. Liability

19. Term and Termination

20. Confidentiality

21. Force Majeure

22. Severance

23. Written notice

24. Notice

25. General

26. Applicable law and jurisdiction

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