Adhesion Contract
for the “AFFILIATEVISTA ” platform
IMPORTANT
The following is an electronic contract. By clicking on the button for registration and completing the affiliation form, the applicant or affiliate confirms that they accept the terms of the contract in full and engage to abide by its terms and conditions.
Between:
FOTOVISTA, a joint stock company valued at 9,311,940 euro trading from 183, rue de Chevaleret - 75013 Paris, and registered with the Paris Chamber of Commerce with the number : B 352 236 244, [represented by Mister Steve Rosenblum, as General Director].
Hereafter referred to as “FOTOVISTA”,
for one part,
and
the person specified in the registration form upon approval by FOTOVISTA according to the conditions outlined below. This person declares themselves to be adult and legally responsible under current legislation.
Hereafter referred to as the “AFFILIATE”,
for the other part,
FOTOVISTA and the AFFILIATE hereafter referred to individually as a ‘party’ and collectively as the ‘parties’.
INITIAL DECLARATION:
FOTOVISTA, an online consumer electronics retailer, has created and developed a range of affiliate programmes for any AFFILIATE whose application is accepted that will allow said AFFILIATE to offer the products and services of the FOTOVISTA group on the AFFILIATE’s website in exchange for a commission paid by FOTOVISTA.
The affiliation programmes are accessed on the Internet on the AFFILIATEVISTA platform on the URL http://www.affiliatevista.com.
FOLLOWING THIS DECLARATION IT IS AGREED THAT:
Article 1 – Definitions
In the following contract for membership of the affiliation platform (hereafter the “Contract”), each of the terms used shall have the following definitions:
- Applicant: refers to any legally responsible adult completing the registration form to join the affiliation program;
- Visitor: refers to any visitor to the AFFILIATE’s website;
- Software: refers to the software, designed and developed by FOTOVISTA, that is used for tracking and calculating Commission;
- Commission: refers to the payment made by FOTOVISTA to the AFFILIATE with regard to the Affiliation Program(s);
- Link: refers to the HTML code provided by FOTOVISTA, accessed via the affiliation platform, allowing Visitors to be redirected to a FOTOVISTA website(s);
- Affiliation program: refers to the commercial offer(s) proposed by FOTOVISTA. The AFFILIATE is free to adhere to them.
Article 2 – Aim
The aim of this Contract is to define the terms and conditions according to which FOTOVISTA offers the Affiliation Programs to all approved AFFILIATES.
Article 3 – Conditions for subscription to the Affiliation Programs
In order to subscribe for the different Affiliation Programs, the Applicant must first complete all the obligatory fields in the online application form on the affiliation platform.
With this in mind, FOTOVISTA draws the Applicants attention to the importance of presenting the VAT registration number for cases where VAT may be applicable.
The Applicant declares that they are acting in accordance to and shall continue to conform to all legal requirements regarding tax and social charges throughout their participation in the Affiliation Program(s).
The Applicant is considered to have accepted all the terms outlined in the Contract and for the associated application to the affiliation program(s), this is acknowledged by the Applicant when they click on the registration button upon completing the application.
Article 4 – Creation of an affiliation account
The Applicant shall receive an email once the affiliation application form has been completed and confirmed to invite them to activate their affiliation account.
Once the account has been activated, the Applicant will have access to the affiliation platform and to the different Affiliation Programs using their log-in and password.
The log-in and password are by nature secret, personal and confidential. FOTOVISTA shall not be held responsible for any fraudulent use and/or the disclosure of a password.
Article 5 – Choice of Affiliation Program(s)
The Affiliation Programs on offer to the Applicant are:
- In Germany: PIXmania, myPIXmania, PIXmania-PRO
- In Austria: PIXmania, myPIXmania, PIXmania-PRO
- In Belgium: PIXmania, myPIXmania, PIXmania-PRO, primashop
- In Denmark: PIXmania
- In Spain: PIXmania, myPIXmania, PIXmania-PRO
- In Estonia: PIXmania
- In Finland: PIXmania
- In France: PIXmania, myPIXmania, PIXmania-PRO, apache, primashop, ideacard, AffiliateVista
- In Greece: PIXmania
- In Hungary: PIXmania
- In Ireland: PIXmania
- In Italy : PIXmania, myPIXmania, PIXmania-PRO
- In Latvia: PIXmania
- In Lithuania: PIXmania
- In Luxemburg: PIXmania
- In the Netherlands: PIXmania, myPIXmania, PIXmania-PRO
- In Poland: PIXmania
- In Portugal: PIXmania, PIXmania-PRO
- In the Czech Republic: PIXmania
- In the United Kingdom: PIXmania, myPIXmania, PIXmania-PRO
- In Slovakia: PIXmania
- In Slovenia: PIXmania
- In Sweden: PIXmania
- In Switzerland: PIXmania, myPIXmania
The AFFILIATE can choose one or more programs. A description of the FOTOVISTA group websites included in the affiliation programs is available online from the following link: http://www.affiliatevista.com.
Each of the Affiliation Programs has corresponding Links allowing access from the AFFILIATE’s website to the corresponding FOTOVISTA websites:
http://www.pixmania.com ; http://www.mypixmania.com ; http:// www.pixmania-pro.com.
The Links provided by FOTOVISTA allow the Visitor to be transferred to the appropriate website for each of the Affiliation Programs.
Once the Applicant has made their choice, they must wait for the application for affiliation to be approved by FOTOVISTA.
During this period the Applicant will be unable to put any Affiliation Program into operation and they shall receive no Commission.
Article 6 – Processing the Applicant’s affiliation application
In accordance with the terms of article 3 of this Contract and according the terms of this article 6, FOTOVISTA reserves the right to refuse any request for affiliation that is considered not to be in the best interests of FOTOVISTA without any obligation to justify the refusal. Sites that will automatically be refused as being against the interests of FOTOVISTA shall include Applicants websites that are:
- competitors for FOTOVISTA ;
- include content that is violent, pornographic, religious, political, racist or of a nature that may disturb the public order;
- are contrary to the interests of FOTOVISTA or the company’s customers;
- violate current laws and regulations, notably with regard to copyright;
- websites that contain links to other websites of a nature outlined above;
- Websites that are still under construction.
Article 7 – Acceptance or refusal of the application
The Applicant shall receive an email to notify them of the acceptance or refusal of their application. When an application is refused, the applicant shall not be eligible for any Affiliation Program.
Once the application has been accepted, the Applicant, now AFFILIATE, can put the Affiliation Programs for which they wish to enrol into operation.
Article 8 – Integrating Links into the AFFILIATE’s website
The AFFILIATE should be in possession of standard IT equipment, notably an internet connection and telephone material. Any material connected to the FOTOVISTA website(s) remains under the responsibility of the AFFILIATE and FOTOVISTA will accept no liability for any damage suffered by this equipment during the integration of the Links.
The AFFILIATE is given access to Links that they shall add to their website to allow Visitors to be diverted from the AFFILIATE’s website to a FOTOVISTA website corresponding to the Affiliation Program(s) for which the AFFILIATE is enrolled. The addition of the Links is the AFFILIATE’s responsibility and is carried out at their expense.
The AFFILIATE is free to choose the Links that they shall place on their website. The AFFILIATE commits themselves not to post the Links in a way that may create confusion between the identities of their own website and the FOTOVISTA websites.
The addition of the HTML code must be carried out according to the instructions and guidelines provided by FOTOVISTA. FOTOVISTA is in no way responsible for any errors made in manipulating the links and any subsequent problems in calculating the Commission due to the AFFILIATE.
The HTML code in the Links includes a tag that allows Commission to be calculated accurately. This tag is only valid for use on the website(s) approved by FOTOVISTA for participation in the Affiliation Programs. The AFFILIATE must not alter the tags in any way.
Article 9 – Commission paid to the AFFILIATE
9.1 Description of the different types of Commission
There are a number of reasons for which FOTOVISTA may pay Commission to the AFFILIATE, namely:
- Commission on turnover: represented by a percentage of the turnover generated when a Visitor from the AFFILIATE’s website concludes an order for goods or services on the website http://www.pixmania.com ;
- Commission for registration: a commission paid for registration of a Visitor from the AFFILIATE’s website on either http://www.mypixmania.com or www.pixmania-pro.com ;
- Commission for acts: a fixed rate of commission paid for specific acts carried out by a Visitor on a FOTOVISTA website, such as a request for an estimate on the website http:// www.pixmania-pro.com and a completed order on the website http://www.mypixmania.com.
The right to Commission is acquired once a payable act is carried out by a Visitor, hereafter referred to as “Payable Act(s)”. The Payable Acts are considered as follows:
- For Commission on turnover: the date when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired;
- For Commission for registration: the date when FOTOVISTA validates the Visitor’s registration;
- For Commission for acts: the date when a quotation is issued or the date when a Visitor’s order is completed, ie. when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired.
Any orders for goods/services that are cancelled by FOTOVISTA, as a result of financial problems on the part of the Visitor, or for any other reason, shall not give rise to any Commission.
The purchase of a gift voucher will not generate Commission, only the use of the voucher may give rise to Commission.
Commission is only paid to the AFFILIATE if the Payable Act occurs within a period of thirty (30) days from the final transfer of the Visitor to the websites: http://www.pixmania.com and http:// www.pixmania-pro.com or within a period of sixty (60) days for the website: http://www.mypixmania.com (the period corresponding to the duration of the associated cookie). No Commission shall be paid to the AFFILIATE for any acts carried out after the appropriate period has expired.
9.2 Value of Commission
The current value of Commission is available for consultation on the affiliation platform.
The value of Commission may be subject to change and the amounts are in no way guaranteed.
At the time of writing, with any updates to be marked on the affiliation platform, Commission is valued as follows:
- For the PIXmania Affiliation Program:
Revenue
Total Sales
1%
< 2000 €
2%
Between 2000 € and 6000 €
3%
> 6000 €
[Commission is calculated on the order value excluding VAT and delivery charges.]
- For the myPIXmania Affiliation Program:
A Commission of sixty euro cents (€0.60) shall be paid for each registration on the website http://www.mypixmania.com. This Commission shall be increased to two euro and fifty cents (€2.50) for a concluded paying order by the same Visitor.
- For the PIXmania-PRO Affiliation Program:
A Commission of fifty euro cents (€0.50) shall be paid for each registration on the website http://www.pixmania-pro.com . This Commission shall be increased to four euro (€4) for a request for a quotation issued by the same Visitor.
Commission for the different Affiliation Programs is cumulative.
Commission is paid proportionally to the number of acts carried out. The value of Commission is determined freely by FOTOVISTA and may be subject to modification as stipulated in article 14 of the present Contract.
When enrolling to the Affiliation Program(s), the AFFILIATE is considered to have agreed to the value of Commission corresponding to that program.
In the case where an AFFILIATE fails to claim the Commission due to them for an act carried out within the terms of an Affiliation Program as outlined in article 9.1 of the present Contract in a period of twelve (12) months after the act has been carried out, the AFFILIATE is considered to have renounced all claims to the Commission and their account shall be closed.
9.3 Payment of Commission and billing
FOTOVISTA calculates Commission at the end of each calendar month (hereafter referred to as “Closing of the Books”).
Commission will be paid to the AFFILIATE once every month, sixty (60) days after the Closing of the Books and when the total value of the Commission due is superior to one hundred (100) euro before tax.
According to French law, prior to issuing any payment for Commission, FOTOVISTA should receive a VAT invoice issued by the AFFILIATE. To this end, FOTOVISTA shall create an invoice on behalf of the AFFILIATE. The AFFILIATE bears the responsibility to check the accuracy of all information contained in the invoice.
Payment shall be made by bank transfer with any banking charges payable by the AFFILIATE.
In cases where the monthly total is inferior to one hundred (100) euro before tax, the total shall be carried over to the following month until the limit is attained.
FOTOVISTA may on occasion, for example when an account is terminated, be obliged to carry out a transfer before the limit of one hundred (100) euro is reached. In this situation Commission shall be calculated for any Payable Acts (as outlined in article 9.1 of the present Contract) validated prior to the request for termination of the account. Commission shall be paid sixty (60) days after the Closing of the Books immediately following the termination.
9.4 Calculating the value of the Commission
The Parties agree that Commission is calculated by the Software, exclusively with regard to the data recorded by the Software.
Every AFFILIATE can access their account and the statistics concerning their account at any time on the affiliation platform.
In case of a dispute concerning the recordings made by the Software and the Commission to be paid to the AFFILIATE, only the data collected and calculated by the Software shall be considered valid.
Article 10 – The Parties’ Obligations
10.1 The AFFILIATE’s Obligations
10.1.1 Non-declared work
In order to allow FOTOVISTA to comply with French labour law article L. 324-14 of the code de travail that stipulates “any person who is not insured upon the signature of a contract and every six months until the termination of the contract, of which the subject involves an obligation of an amount of at least 3,000 euro for any work involved, any services provided or the conclusion of a commercial act, the other contractual party acquits themselves of all obligations with regard to article L 324-10 or of one of them in particular in the case of a contract conceived by a private individual for their personal use, those of their partner or parents or offspring, will be considered in association with one who is the subject of proceedings regarding non-declared work” (« toute personne qui ne s'est pas assurée, lors de la conclusion d'un contrat et tous les six mois, jusqu'à la fin de l'exécution du contrat, dont l'objet porte sur une obligation d'un montant au moins égal à 3.000 euros en vue de l'exécution d'un travail, de la fourniture d'une prestation de services ou de l'accomplissement d'un acte de commerce, que son cocontractant s'acquitte de ses obligations au regard de l'article L. 324-10, ou de l'une d'entre elles seulement, dans le cas d'un contrat conclu par un particulier pour son usage personnel, celui de son conjoint ou de ses ascendants ou descendants, sera tenue solidairement avec celui qui a fait l'objet d'un procès-verbal pour délit de travail dissimulé »), in the case where the total value of Commission received is in excess of 3,000 euro, the AFFILIATE, as a private individual, for a corporate account or representing an association, should produce the following documents:
If the AFFILIATE is a corporation, they should supply:
- Proof of having made all necessary social security contributions;
- Proof of a professional tax declaration for the financial year where appropriate;
- Failing this the AFFILIATE should provide proof that they have complied in full with articles 52, 53, 54 and 259 of the French code des marchés publics (Procurement contract code);
- An attestation de garantie financière (proof of a financial guarantee) as stipulated by article L. 124-8 in French law concerning temporary work agencies;
- If the AFFILIATE is unable to furnish the first three documents outlined above, for those having started their activity less than one year ago, proof of the deposition of the tax declaration at their nearest tax centre.
Beyond this and when registration on the registre du commerce (register of companies) or the répertoire des métiers (trades register) is obligatory or if the business is a profession réglementée (regulated profession) the AFFILIATE should provide the following documents:
- an extract of the registration on the registre du commerce et des sociétés (register of companies) (K or K bis);
- an identity card as proof of registration on the répertoire des métiers (trades register);
- an invoice, advertising document or professional correspondence bearing the name and corporate name, full address and registration number with the registre du commerce et des sociétés (register of companies) or the répertoire des metiers (trades register) or a list or a table for an ordre professionnel (professional order) or an equivalent competent authority;
A receipt for the deposition of the declaration at the centre de formalités des entreprises (part of the Chamber of Commerce) for those having begun their activity within the last year.
If the AFFILIATE is a private individual, they should produce:
- Proof of having made all necessary social security contributions;
- An invoice, advertising document or professional correspondence that includes the name and title, full address and business registration number or references numbers supplied by any official body.
If the AFFILIATE is an association, they should produce:
- Their articles of association; and
- A copy of the official registration documents with the journal official (official journal) in France.
If the AFFILIATE, of any nature, has employees, they should produce proof that these employees are declared according to articles L. 143-3, L. 143-5 et L. 620-3 of the code du travail (French labour law).
10.1.2 Accuracy of information provided
The AFFILIATE guaranties the accuracy of all information provided to FOTOVISTA during the registration on the affiliation platform and commits themselves to notify FOTOVISTA of any changes regarding this information [via the “Profile” section of the affiliation platform].
10.1.3 Operation of the AFFILIATE’s website
The AFFILIATE is solely responsible for the operation, development and upkeep of the elements on their website and should ensure:
- the accuracy and pertinence of any elements included on their website;
- that the elements contained on their website are in no way defamatory and do not infringe the rights of others (notably concerning copyright and trademarks);
- as the tracking system is incorporated into the Links, FOTOVISTA cannot be responsible for any modifications made in the Links and any reduction in the Commission that may result.
10.1.4 Further obligations for the AFFILIATE
The AFFILIATE should under no circumstances:
- Purchase any of the following keywords “PIXmania”, “myPIXmania” , “PIXmania-pro ”, “FOTOVISTA ”, or any similar keywords for commercial or promotional reasons on any search engines such as Google, Miva, Overture, etc., or on any portal or advertising service of this type;
- Attempt to intercept or redirect traffic from another AFFILIATE’s website;
- Attempt to intercept, to increase or to misdirect by fraudulent or artificial means the Commission (no Commission shall be awarded in the following situations, the following list not being exclusive,: automatically created email addresses, artificial clicks, repetitions- in particular any acts carried out by robotic means, software automatic click generating tools and any forced use of a Link with the offer of a reward or any similar means);
- To feature any other link or texts, images, graphics or material relating to FOTOVISTA other than the elements provided directly by FOTOVISTA with regards to the Affiliation Program(s);
- To use a Link in any electronic message (email) sent by the AFFILIATE to a Visitor
- To carry out any other form of advertising (including pop ups) to promote a FOTOVISTA website, other than via the Links included in the Affiliate Programs.
The AFFILIATE acknowledges that the actions outlined above are considered as fraudulent and will result in the immediate termination of the Contract with no payment.
Beyond this, FOTOVISTA will demand that any Commission paid to the AFFILIATE be reimbursed in full with the possibility of legal action if this is not carried out by the AFFILIATE.
10.2 FOTOVISTA’s Obligations
FOTOVISTA is committed to carrying out all actions necessary to ensure the smooth operation of the affiliation platform, the Affiliation Programs and of the Software (hereafter referred to as the “Service(s)”) in order that the AFFILIATE might use the Services according to the terms and conditions of the present Contract.
In this respect, in the case where the Services may fail, FOTOVISTA will compensate the AFFILIATES with an amount calculated according to the Commission earned during the time for which the SERVICES were unavailable in the equivalent period of the preceding month.
This said, FOTOVISTA will not be held responsible for any technical failure beyond its control that may result in a failure of the Services e.g. a failure in the telecommunications network.
The AFFILIATE accepts that the Services may be interrupted periodically for maintenance.
Article 11 – Confidentiality
Throughout the duration of the Contract, FOTOVISTA shall be obliged to provide information of a confidential nature to the AFFILIATE. The AFFILIATE is committed to respecting the confidentiality of this information and not to use the information for any purposes outside the needs of the present Contract.
This information is considered to include all documents, data or statistics of any nature provided to the AFFILIATE by FOTOVISTA either in writing or orally or by any other means including, with no limitations, any technical, commercial, financial, legal or strategic information as well as any analysis, compilation, forecasts, reports and any other document relating to FOTOVISTA that may be sent to the AFFILIATE (hereafter referred to as “Data”). This obligation to respect the confidentiality of the Data is effective for a further year after the termination of this Contract.
No element of this Contract may be interpreted as obliging FOTOVISTA to reveal Data concerning the company’s activity to the AFFILIATE.
Article 12 – Personal Information
The personal information provided to FOTOVISTA as part of the registration is required for the processing of every application for every Applicant and for every AFFILIATE. They may be used by FOTOVISTA to notify the AFFILIATE of FOTOVISTA’s new commercial offers; this is acknowledged and accepted by the AFFILIATE. The information is neither given over to or provided to a third party. All personal information given to FOTOVISTA will be treated with the strictest confidentiality. They may only be divulged to suppliers as required for the execution of the present Contract.
In accordance with French legislation n°78-17 dating from the 6th of January 1978 regarding information technology, files and liberty, the AFFILIATE may oppose, access and change any information concerning them.
These rights may be exercised by communicating directly with FOTOVISTA at the address given above or by means of the following email address: contact@affiliatevista.com.
In a general manner, in a situation where the information provided to FOTOVISTA by an AFFILIATE concerns a third party, directly or indirectly, the AFFILIATE bears sole responsibility for obtaining the permission of the third party for communicating this information to FOTOVISTA and the subsequent use of this information as outlined above.
FOTOVISTA accepts no responsibility, notably with regard to any third parties, to confirm the quality and nature of any AFFILIATE who collects, obtains, divulges and communicates any information to FOTOVISTA, for any reason and for the use or non-use of this information by FOTOVISTA or any other party.
With this in mind, the AFFILIATE authorises FOTOVISTA to access, receive, store, use and reveal all or part of this information as outlined above.
Article 13 – Intellectual rights
The Service has been designed and developed by FOTOVISTA who therefore hold full intellectual rights.
Consequently, the AFFILIATE will abstain from any abuse of the Service and shall not use the Service for their own benefit or the benefit of a third party beyond the terms of the present contract.
FOTOVISTA, as the owner of all intellectual rights (such as patents, brands, trade marks, procedures, software or any other intellectual rights) for materials that may be used in the company’s activities, does not grant the AFFILIATE rights over any of the above materials by granting the AFFILIATE the use of them.
Article 14 – Duration and termination of the Contract
This Contract is established for an undetermined duration. Both Parties have the right to terminate the contract at any time, with a period of notice of eight (8) days.
The Contract can be terminated with immediate effect should either Party fail in the obligations stipulated in said Contract.
Termination may be carried out by the AFFILIATE by e-mail using the Termination button on the affiliation platform. Termination will lead to the payment of all Commission due as outlined in article 9.3 of the Contract.
Participation in any of the Affiliation Programmes will end immediately upon the expiration of the notice period. Both Parties should then remove the Links, communication media and all information referring to the other Party.
Upon the breaking of the Contract, the AFFILIATE should return to FOTOVISTA all Data that may have been communicated to them during the course of the present Contract.
Article 15 – Contractual Modifications
FOTOVISTA reserves the rights to modify the present Contract at any time, respecting the notice period of eight (8) days before the application of any planned changes to the Contract.
The AFFILIATE shall receive written notification of any modifications by email.
If the AFFILIATE disagrees with the planned modifications they can terminate the Contract with the eight (8) day notice period stipulated in article 14 of the Contract. If the Contract is not terminated in this way it shall be considered that the AFFILIATE has agreed to the modifications.
Article 16 – Nullity of a provision
Should any provision of the Contract prove to be null and void in part or in its entirety, this shall not affect the validity of the rest of the Contract. In such a situation, the Parties shall substitute where possible a corresponding provision in the same sense.
Article 17 – Miscellaneous provisions
This Contract cannot be interpreted as imposing on FOTOVISTA any obligation to connect itself contractually with the AFFILIATE.
In addition, both Parties agree that the present Contract may not be interpreted as the creation of a common entity.
Article 18 – Applicable law and jurisdiction
The Contract and any disputes that may arise regarding its interpretation are governed by French law. This is a translation of the original contract and should any dispute arise the original French version of the Contract shall impose on both Parties.
In case of any dispute regarding the Contract, and prior to any legal action, the dispute shall be examined by the Parties with the aim of reaching an amicable agreement in a period of two (2) months from the day when a registered letter is received by one of the Parties.
In case no amicable agreement can be reached, the Parties give full rights to the tribunal de commerce de Paris to legislate and notably, without the list being considered exhaustive to rule regarding the conclusion, execution and breaking of the Contract.
Adhesion Contract
for the “AFFILIATEVISTA ” platform
IMPORTANT
The following is an electronic contract. By clicking on the button for registration and completing the affiliation form, the applicant or affiliate confirms that they accept the terms of the contract in full and engage to abide by its terms and conditions.
Between:
FOTOVISTA, a joint stock company valued at 9,311,940 euro trading from 183, rue de Chevaleret - 75013 Paris, and registered with the Paris Chamber of Commerce with the number : B 352 236 244, [represented by Mister Steve Rosenblum, as General Director].
Hereafter referred to as “FOTOVISTA”,
for one part,
and
the person specified in the registration form upon approval by FOTOVISTA according to the conditions outlined below. This person declares themselves to be adult and legally responsible under current legislation.
Hereafter referred to as the “AFFILIATE”,
for the other part,
FOTOVISTA and the AFFILIATE hereafter referred to individually as a ‘party’ and collectively as the ‘parties’.
INITIAL DECLARATION:
FOTOVISTA, an online consumer electronics retailer, has created and developed a range of affiliate programmes for any AFFILIATE whose application is accepted that will allow said AFFILIATE to offer the products and services of the FOTOVISTA group on the AFFILIATE’s website in exchange for a commission paid by FOTOVISTA.
The affiliation programmes are accessed on the Internet on the AFFILIATEVISTA platform on the URL http://www.affiliatevista.com.
FOLLOWING THIS DECLARATION IT IS AGREED THAT:
Article 1 – Definitions
In the following contract for membership of the affiliation platform (hereafter the “Contract”), each of the terms used shall have the following definitions:
- Applicant: refers to any legally responsible adult completing the registration form to join the affiliation program;
- Visitor: refers to any visitor to the AFFILIATE’s website;
- Software: refers to the software, designed and developed by FOTOVISTA, that is used for tracking and calculating Commission;
- Commission: refers to the payment made by FOTOVISTA to the AFFILIATE with regard to the Affiliation Program(s);
- Link: refers to the HTML code provided by FOTOVISTA, accessed via the affiliation platform, allowing Visitors to be redirected to a FOTOVISTA website(s);
- Affiliation program: refers to the commercial offer(s) proposed by FOTOVISTA. The AFFILIATE is free to adhere to them.
Article 2 – Aim
The aim of this Contract is to define the terms and conditions according to which FOTOVISTA offers the Affiliation Programs to all approved AFFILIATES.
Article 3 – Conditions for subscription to the Affiliation Programs
In order to subscribe for the different Affiliation Programs, the Applicant must first complete all the obligatory fields in the online application form on the affiliation platform.
With this in mind, FOTOVISTA draws the Applicants attention to the importance of presenting the VAT registration number for cases where VAT may be applicable.
The Applicant declares that they are acting in accordance to and shall continue to conform to all legal requirements regarding tax and social charges throughout their participation in the Affiliation Program(s).
The Applicant is considered to have accepted all the terms outlined in the Contract and for the associated application to the affiliation program(s), this is acknowledged by the Applicant when they click on the registration button upon completing the application.
Article 4 – Creation of an affiliation account
The Applicant shall receive an email once the affiliation application form has been completed and confirmed to invite them to activate their affiliation account.
Once the account has been activated, the Applicant will have access to the affiliation platform and to the different Affiliation Programs using their log-in and password.
The log-in and password are by nature secret, personal and confidential. FOTOVISTA shall not be held responsible for any fraudulent use and/or the disclosure of a password.
Article 5 – Choice of Affiliation Program(s)
The Affiliation Programs on offer to the Applicant are:
- In Germany: PIXmania, myPIXmania, PIXmania-PRO
- In Austria: PIXmania, myPIXmania, PIXmania-PRO
- In Belgium: PIXmania, myPIXmania, PIXmania-PRO, primashop
- In Denmark: PIXmania
- In Spain: PIXmania, myPIXmania, PIXmania-PRO
- In Estonia: PIXmania
- In Finland: PIXmania
- In France: PIXmania, myPIXmania, PIXmania-PRO, apache, primashop, ideacard, AffiliateVista
- In Greece: PIXmania
- In Hungary: PIXmania
- In Ireland: PIXmania
- In Italy : PIXmania, myPIXmania, PIXmania-PRO
- In Latvia: PIXmania
- In Lithuania: PIXmania
- In Luxemburg: PIXmania
- In the Netherlands: PIXmania, myPIXmania, PIXmania-PRO
- In Poland: PIXmania
- In Portugal: PIXmania, PIXmania-PRO
- In the Czech Republic: PIXmania
- In the United Kingdom: PIXmania, myPIXmania, PIXmania-PRO
- In Slovakia: PIXmania
- In Slovenia: PIXmania
- In Sweden: PIXmania
- In Switzerland: PIXmania, myPIXmania
The AFFILIATE can choose one or more programs. A description of the FOTOVISTA group websites included in the affiliation programs is available online from the following link: http://www.affiliatevista.com.
Each of the Affiliation Programs has corresponding Links allowing access from the AFFILIATE’s website to the corresponding FOTOVISTA websites:
http://www.pixmania.com ; http://www.mypixmania.com ; http:// www.pixmania-pro.com.
The Links provided by FOTOVISTA allow the Visitor to be transferred to the appropriate website for each of the Affiliation Programs.
Once the Applicant has made their choice, they must wait for the application for affiliation to be approved by FOTOVISTA.
During this period the Applicant will be unable to put any Affiliation Program into operation and they shall receive no Commission.
Article 6 – Processing the Applicant’s affiliation application
In accordance with the terms of article 3 of this Contract and according the terms of this article 6, FOTOVISTA reserves the right to refuse any request for affiliation that is considered not to be in the best interests of FOTOVISTA without any obligation to justify the refusal. Sites that will automatically be refused as being against the interests of FOTOVISTA shall include Applicants websites that are:
- competitors for FOTOVISTA ;
- include content that is violent, pornographic, religious, political, racist or of a nature that may disturb the public order;
- are contrary to the interests of FOTOVISTA or the company’s customers;
- violate current laws and regulations, notably with regard to copyright;
- websites that contain links to other websites of a nature outlined above;
- Websites that are still under construction.
Article 7 – Acceptance or refusal of the application
The Applicant shall receive an email to notify them of the acceptance or refusal of their application. When an application is refused, the applicant shall not be eligible for any Affiliation Program.
Once the application has been accepted, the Applicant, now AFFILIATE, can put the Affiliation Programs for which they wish to enrol into operation.
Article 8 – Integrating Links into the AFFILIATE’s website
The AFFILIATE should be in possession of standard IT equipment, notably an internet connection and telephone material. Any material connected to the FOTOVISTA website(s) remains under the responsibility of the AFFILIATE and FOTOVISTA will accept no liability for any damage suffered by this equipment during the integration of the Links.
The AFFILIATE is given access to Links that they shall add to their website to allow Visitors to be diverted from the AFFILIATE’s website to a FOTOVISTA website corresponding to the Affiliation Program(s) for which the AFFILIATE is enrolled. The addition of the Links is the AFFILIATE’s responsibility and is carried out at their expense.
The AFFILIATE is free to choose the Links that they shall place on their website. The AFFILIATE commits themselves not to post the Links in a way that may create confusion between the identities of their own website and the FOTOVISTA websites.
The addition of the HTML code must be carried out according to the instructions and guidelines provided by FOTOVISTA. FOTOVISTA is in no way responsible for any errors made in manipulating the links and any subsequent problems in calculating the Commission due to the AFFILIATE.
The HTML code in the Links includes a tag that allows Commission to be calculated accurately. This tag is only valid for use on the website(s) approved by FOTOVISTA for participation in the Affiliation Programs. The AFFILIATE must not alter the tags in any way.
Article 9 – Commission paid to the AFFILIATE
9.1 Description of the different types of Commission
There are a number of reasons for which FOTOVISTA may pay Commission to the AFFILIATE, namely:
- Commission on turnover: represented by a percentage of the turnover generated when a Visitor from the AFFILIATE’s website concludes an order for goods or services on the website http://www.pixmania.com ;
- Commission for registration: a commission paid for registration of a Visitor from the AFFILIATE’s website on either http://www.mypixmania.com or www.pixmania-pro.com ;
- Commission for acts: a fixed rate of commission paid for specific acts carried out by a Visitor on a FOTOVISTA website, such as a request for an estimate on the website http:// www.pixmania-pro.com and a completed order on the website http://www.mypixmania.com.
The right to Commission is acquired once a payable act is carried out by a Visitor, hereafter referred to as “Payable Act(s)”. The Payable Acts are considered as follows:
- For Commission on turnover: the date when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired;
- For Commission for registration: the date when FOTOVISTA validates the Visitor’s registration;
- For Commission for acts: the date when a quotation is issued or the date when a Visitor’s order is completed, ie. when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired.
Any orders for goods/services that are cancelled by FOTOVISTA, as a result of financial problems on the part of the Visitor, or for any other reason, shall not give rise to any Commission.
The purchase of a gift voucher will not generate Commission, only the use of the voucher may give rise to Commission.
Commission is only paid to the AFFILIATE if the Payable Act occurs within a period of thirty (30) days from the final transfer of the Visitor to the websites: http://www.pixmania.com and http:// www.pixmania-pro.com or within a period of sixty (60) days for the website: http://www.mypixmania.com (the period corresponding to the duration of the associated cookie). No Commission shall be paid to the AFFILIATE for any acts carried out after the appropriate period has expired.
9.2 Value of Commission
The current value of Commission is available for consultation on the affiliation platform.
The value of Commission may be subject to change and the amounts are in no way guaranteed.
At the time of writing, with any updates to be marked on the affiliation platform, Commission is valued as follows:
- For the PIXmania Affiliation Program:
Revenue
Total Sales
1%
< 2000 €
2%
Between 2000 € and 6000 €
3%
> 6000 €
[Commission is calculated on the order value excluding VAT and delivery charges.]
- For the myPIXmania Affiliation Program:
A Commission of sixty euro cents (€0.60) shall be paid for each registration on the website http://www.mypixmania.com. This Commission shall be increased to two euro and fifty cents (€2.50) for a concluded paying order by the same Visitor.
- For the PIXmania-PRO Affiliation Program:
A Commission of fifty euro cents (€0.50) shall be paid for each registration on the website http://www.pixmania-pro.com . This Commission shall be increased to four euro (€4) for a request for a quotation issued by the same Visitor.
Commission for the different Affiliation Programs is cumulative.
Commission is paid proportionally to the number of acts carried out. The value of Commission is determined freely by FOTOVISTA and may be subject to modification as stipulated in article 14 of the present Contract.
When enrolling to the Affiliation Program(s), the AFFILIATE is considered to have agreed to the value of Commission corresponding to that program.
In the case where an AFFILIATE fails to claim the Commission due to them for an act carried out within the terms of an Affiliation Program as outlined in article 9.1 of the present Contract in a period of twelve (12) months after the act has been carried out, the AFFILIATE is considered to have renounced all claims to the Commission and their account shall be closed.
9.3 Payment of Commission and billing
FOTOVISTA calculates Commission at the end of each calendar month (hereafter referred to as “Closing of the Books”).
Commission will be paid to the AFFILIATE once every month, sixty (60) days after the Closing of the Books and when the total value of the Commission due is superior to one hundred (100) euro before tax.
According to French law, prior to issuing any payment for Commission, FOTOVISTA should receive a VAT invoice issued by the AFFILIATE. To this end, FOTOVISTA shall create an invoice on behalf of the AFFILIATE. The AFFILIATE bears the responsibility to check the accuracy of all information contained in the invoice.
Payment shall be made by bank transfer with any banking charges payable by the AFFILIATE.
In cases where the monthly total is inferior to one hundred (100) euro before tax, the total shall be carried over to the following month until the limit is attained.
FOTOVISTA may on occasion, for example when an account is terminated, be obliged to carry out a transfer before the limit of one hundred (100) euro is reached. In this situation Commission shall be calculated for any Payable Acts (as outlined in article 9.1 of the present Contract) validated prior to the request for termination of the account. Commission shall be paid sixty (60) days after the Closing of the Books immediately following the termination.
9.4 Calculating the value of the Commission
The Parties agree that Commission is calculated by the Software, exclusively with regard to the data recorded by the Software.
Every AFFILIATE can access their account and the statistics concerning their account at any time on the affiliation platform.
In case of a dispute concerning the recordings made by the Software and the Commission to be paid to the AFFILIATE, only the data collected and calculated by the Software shall be considered valid.
Article 10 – The Parties’ Obligations
10.1 The AFFILIATE’s Obligations
10.1.1 Non-declared work
In order to allow FOTOVISTA to comply with French labour law article L. 324-14 of the code de travail that stipulates “any person who is not insured upon the signature of a contract and every six months until the termination of the contract, of which the subject involves an obligation of an amount of at least 3,000 euro for any work involved, any services provided or the conclusion of a commercial act, the other contractual party acquits themselves of all obligations with regard to article L 324-10 or of one of them in particular in the case of a contract conceived by a private individual for their personal use, those of their partner or parents or offspring, will be considered in association with one who is the subject of proceedings regarding non-declared work” (« toute personne qui ne s'est pas assurée, lors de la conclusion d'un contrat et tous les six mois, jusqu'à la fin de l'exécution du contrat, dont l'objet porte sur une obligation d'un montant au moins égal à 3.000 euros en vue de l'exécution d'un travail, de la fourniture d'une prestation de services ou de l'accomplissement d'un acte de commerce, que son cocontractant s'acquitte de ses obligations au regard de l'article L. 324-10, ou de l'une d'entre elles seulement, dans le cas d'un contrat conclu par un particulier pour son usage personnel, celui de son conjoint ou de ses ascendants ou descendants, sera tenue solidairement avec celui qui a fait l'objet d'un procès-verbal pour délit de travail dissimulé »), in the case where the total value of Commission received is in excess of 3,000 euro, the AFFILIATE, as a private individual, for a corporate account or representing an association, should produce the following documents:
If the AFFILIATE is a corporation, they should supply:
- Proof of having made all necessary social security contributions;
- Proof of a professional tax declaration for the financial year where appropriate;
- Failing this the AFFILIATE should provide proof that they have complied in full with articles 52, 53, 54 and 259 of the French code des marchés publics (Procurement contract code);
- An attestation de garantie financière (proof of a financial guarantee) as stipulated by article L. 124-8 in French law concerning temporary work agencies;
- If the AFFILIATE is unable to furnish the first three documents outlined above, for those having started their activity less than one year ago, proof of the deposition of the tax declaration at their nearest tax centre.
Beyond this and when registration on the registre du commerce (register of companies) or the répertoire des métiers (trades register) is obligatory or if the business is a profession réglementée (regulated profession) the AFFILIATE should provide the following documents:
- an extract of the registration on the registre du commerce et des sociétés (register of companies) (K or K bis);
- an identity card as proof of registration on the répertoire des métiers (trades register);
- an invoice, advertising document or professional correspondence bearing the name and corporate name, full address and registration number with the registre du commerce et des sociétés (register of companies) or the répertoire des metiers (trades register) or a list or a table for an ordre professionnel (professional order) or an equivalent competent authority;
A receipt for the deposition of the declaration at the centre de formalités des entreprises (part of the Chamber of Commerce) for those having begun their activity within the last year.
If the AFFILIATE is a private individual, they should produce:
- Proof of having made all necessary social security contributions;
- An invoice, advertising document or professional correspondence that includes the name and title, full address and business registration number or references numbers supplied by any official body.
If the AFFILIATE is an association, they should produce:
- Their articles of association; and
- A copy of the official registration documents with the journal official (official journal) in France.
If the AFFILIATE, of any nature, has employees, they should produce proof that these employees are declared according to articles L. 143-3, L. 143-5 et L. 620-3 of the code du travail (French labour law).
10.1.2 Accuracy of information provided
The AFFILIATE guaranties the accuracy of all information provided to FOTOVISTA during the registration on the affiliation platform and commits themselves to notify FOTOVISTA of any changes regarding this information [via the “Profile” section of the affiliation platform].
10.1.3 Operation of the AFFILIATE’s website
The AFFILIATE is solely responsible for the operation, development and upkeep of the elements on their website and should ensure:
- the accuracy and pertinence of any elements included on their website;
- that the elements contained on their website are in no way defamatory and do not infringe the rights of others (notably concerning copyright and trademarks);
- as the tracking system is incorporated into the Links, FOTOVISTA cannot be responsible for any modifications made in the Links and any reduction in the Commission that may result.
10.1.4 Further obligations for the AFFILIATE
The AFFILIATE should under no circumstances:
- Purchase any of the following keywords “PIXmania”, “myPIXmania” , “PIXmania-pro ”, “FOTOVISTA ”, or any similar keywords for commercial or promotional reasons on any search engines such as Google, Miva, Overture, etc., or on any portal or advertising service of this type;
- Attempt to intercept or redirect traffic from another AFFILIATE’s website;
- Attempt to intercept, to increase or to misdirect by fraudulent or artificial means the Commission (no Commission shall be awarded in the following situations, the following list not being exclusive,: automatically created email addresses, artificial clicks, repetitions- in particular any acts carried out by robotic means, software automatic click generating tools and any forced use of a Link with the offer of a reward or any similar means);
- To feature any other link or texts, images, graphics or material relating to FOTOVISTA other than the elements provided directly by FOTOVISTA with regards to the Affiliation Program(s);
- To use a Link in any electronic message (email) sent by the AFFILIATE to a Visitor
- To carry out any other form of advertising (including pop ups) to promote a FOTOVISTA website, other than via the Links included in the Affiliate Programs.
The AFFILIATE acknowledges that the actions outlined above are considered as fraudulent and will result in the immediate termination of the Contract with no payment.
Beyond this, FOTOVISTA will demand that any Commission paid to the AFFILIATE be reimbursed in full with the possibility of legal action if this is not carried out by the AFFILIATE.
10.2 FOTOVISTA’s Obligations
FOTOVISTA is committed to carrying out all actions necessary to ensure the smooth operation of the affiliation platform, the Affiliation Programs and of the Software (hereafter referred to as the “Service(s)”) in order that the AFFILIATE might use the Services according to the terms and conditions of the present Contract.
In this respect, in the case where the Services may fail, FOTOVISTA will compensate the AFFILIATES with an amount calculated according to the Commission earned during the time for which the SERVICES were unavailable in the equivalent period of the preceding month.
This said, FOTOVISTA will not be held responsible for any technical failure beyond its control that may result in a failure of the Services e.g. a failure in the telecommunications network.
The AFFILIATE accepts that the Services may be interrupted periodically for maintenance.
Article 11 – Confidentiality
Throughout the duration of the Contract, FOTOVISTA shall be obliged to provide information of a confidential nature to the AFFILIATE. The AFFILIATE is committed to respecting the confidentiality of this information and not to use the information for any purposes outside the needs of the present Contract.
This information is considered to include all documents, data or statistics of any nature provided to the AFFILIATE by FOTOVISTA either in writing or orally or by any other means including, with no limitations, any technical, commercial, financial, legal or strategic information as well as any analysis, compilation, forecasts, reports and any other document relating to FOTOVISTA that may be sent to the AFFILIATE (hereafter referred to as “Data”). This obligation to respect the confidentiality of the Data is effective for a further year after the termination of this Contract.
No element of this Contract may be interpreted as obliging FOTOVISTA to reveal Data concerning the company’s activity to the AFFILIATE.
Article 12 – Personal Information
The personal information provided to FOTOVISTA as part of the registration is required for the processing of every application for every Applicant and for every AFFILIATE. They may be used by FOTOVISTA to notify the AFFILIATE of FOTOVISTA’s new commercial offers; this is acknowledged and accepted by the AFFILIATE. The information is neither given over to or provided to a third party. All personal information given to FOTOVISTA will be treated with the strictest confidentiality. They may only be divulged to suppliers as required for the execution of the present Contract.
In accordance with French legislation n°78-17 dating from the 6th of January 1978 regarding information technology, files and liberty, the AFFILIATE may oppose, access and change any information concerning them.
These rights may be exercised by communicating directly with FOTOVISTA at the address given above or by means of the following email address: contact@affiliatevista.com.
In a general manner, in a situation where the information provided to FOTOVISTA by an AFFILIATE concerns a third party, directly or indirectly, the AFFILIATE bears sole responsibility for obtaining the permission of the third party for communicating this information to FOTOVISTA and the subsequent use of this information as outlined above.
FOTOVISTA accepts no responsibility, notably with regard to any third parties, to confirm the quality and nature of any AFFILIATE who collects, obtains, divulges and communicates any information to FOTOVISTA, for any reason and for the use or non-use of this information by FOTOVISTA or any other party.
With this in mind, the AFFILIATE authorises FOTOVISTA to access, receive, store, use and reveal all or part of this information as outlined above.
Article 13 – Intellectual rights
The Service has been designed and developed by FOTOVISTA who therefore hold full intellectual rights.
Consequently, the AFFILIATE will abstain from any abuse of the Service and shall not use the Service for their own benefit or the benefit of a third party beyond the terms of the present contract.
FOTOVISTA, as the owner of all intellectual rights (such as patents, brands, trade marks, procedures, software or any other intellectual rights) for materials that may be used in the company’s activities, does not grant the AFFILIATE rights over any of the above materials by granting the AFFILIATE the use of them.
Article 14 – Duration and termination of the Contract
This Contract is established for an undetermined duration. Both Parties have the right to terminate the contract at any time, with a period of notice of eight (8) days.
The Contract can be terminated with immediate effect should either Party fail in the obligations stipulated in said Contract.
Termination may be carried out by the AFFILIATE by e-mail using the Termination button on the affiliation platform. Termination will lead to the payment of all Commission due as outlined in article 9.3 of the Contract.
Participation in any of the Affiliation Programmes will end immediately upon the expiration of the notice period. Both Parties should then remove the Links, communication media and all information referring to the other Party.
Upon the breaking of the Contract, the AFFILIATE should return to FOTOVISTA all Data that may have been communicated to them during the course of the present Contract.
Article 15 – Contractual Modifications
FOTOVISTA reserves the rights to modify the present Contract at any time, respecting the notice period of eight (8) days before the application of any planned changes to the Contract.
The AFFILIATE shall receive written notification of any modifications by email.
If the AFFILIATE disagrees with the planned modifications they can terminate the Contract with the eight (8) day notice period stipulated in article 14 of the Contract. If the Contract is not terminated in this way it shall be considered that the AFFILIATE has agreed to the modifications.
Article 16 – Nullity of a provision
Should any provision of the Contract prove to be null and void in part or in its entirety, this shall not affect the validity of the rest of the Contract. In such a situation, the Parties shall substitute where possible a corresponding provision in the same sense.
Article 17 – Miscellaneous provisions
This Contract cannot be interpreted as imposing on FOTOVISTA any obligation to connect itself contractually with the AFFILIATE.
In addition, both Parties agree that the present Contract may not be interpreted as the creation of a common entity.
Article 18 – Applicable law and jurisdiction
The Contract and any disputes that may arise regarding its interpretation are governed by French law. This is a translation of the original contract and should any dispute arise the original French version of the Contract shall impose on both Parties.
In case of any dispute regarding the Contract, and prior to any legal action, the dispute shall be examined by the Parties with the aim of reaching an amicable agreement in a period of two (2) months from the day when a registered letter is received by one of the Parties.
In case no amicable agreement can be reached, the Parties give full rights to the tribunal de commerce de Paris to legislate and notably, without the list being considered exhaustive to rule regarding the conclusion, execution and breaking of the Contract.
Adhesion Contract
for the “AFFILIATEVISTA ” platform
IMPORTANT
The following is an electronic contract. By clicking on the button for registration and completing the affiliation form, the applicant or affiliate confirms that they accept the terms of the contract in full and engage to abide by its terms and conditions.
Between:
FOTOVISTA, a joint stock company valued at 9,311,940 euro trading from 183, rue de Chevaleret - 75013 Paris, and registered with the Paris Chamber of Commerce with the number : B 352 236 244, [represented by Mister Steve Rosenblum, as General Director].
Hereafter referred to as “FOTOVISTA”,
for one part,
and
the person specified in the registration form upon approval by FOTOVISTA according to the conditions outlined below. This person declares themselves to be adult and legally responsible under current legislation.
Hereafter referred to as the “AFFILIATE”,
for the other part,
FOTOVISTA and the AFFILIATE hereafter referred to individually as a ‘party’ and collectively as the ‘parties’.
INITIAL DECLARATION:
FOTOVISTA, an online consumer electronics retailer, has created and developed a range of affiliate programmes for any AFFILIATE whose application is accepted that will allow said AFFILIATE to offer the products and services of the FOTOVISTA group on the AFFILIATE’s website in exchange for a commission paid by FOTOVISTA.
The affiliation programmes are accessed on the Internet on the AFFILIATEVISTA platform on the URL http://www.affiliatevista.com.
FOLLOWING THIS DECLARATION IT IS AGREED THAT:
Article 1 – Definitions
In the following contract for membership of the affiliation platform (hereafter the “Contract”), each of the terms used shall have the following definitions:
- Applicant: refers to any legally responsible adult completing the registration form to join the affiliation program;
- Visitor: refers to any visitor to the AFFILIATE’s website;
- Software: refers to the software, designed and developed by FOTOVISTA, that is used for tracking and calculating Commission;
- Commission: refers to the payment made by FOTOVISTA to the AFFILIATE with regard to the Affiliation Program(s);
- Link: refers to the HTML code provided by FOTOVISTA, accessed via the affiliation platform, allowing Visitors to be redirected to a FOTOVISTA website(s);
- Affiliation program: refers to the commercial offer(s) proposed by FOTOVISTA. The AFFILIATE is free to adhere to them.
Article 2 – Aim
The aim of this Contract is to define the terms and conditions according to which FOTOVISTA offers the Affiliation Programs to all approved AFFILIATES.
Article 3 – Conditions for subscription to the Affiliation Programs
In order to subscribe for the different Affiliation Programs, the Applicant must first complete all the obligatory fields in the online application form on the affiliation platform.
With this in mind, FOTOVISTA draws the Applicants attention to the importance of presenting the VAT registration number for cases where VAT may be applicable.
The Applicant declares that they are acting in accordance to and shall continue to conform to all legal requirements regarding tax and social charges throughout their participation in the Affiliation Program(s).
The Applicant is considered to have accepted all the terms outlined in the Contract and for the associated application to the affiliation program(s), this is acknowledged by the Applicant when they click on the registration button upon completing the application.
Article 4 – Creation of an affiliation account
The Applicant shall receive an email once the affiliation application form has been completed and confirmed to invite them to activate their affiliation account.
Once the account has been activated, the Applicant will have access to the affiliation platform and to the different Affiliation Programs using their log-in and password.
The log-in and password are by nature secret, personal and confidential. FOTOVISTA shall not be held responsible for any fraudulent use and/or the disclosure of a password.
Article 5 – Choice of Affiliation Program(s)
The Affiliation Programs on offer to the Applicant are:
- In Germany: PIXmania, myPIXmania, PIXmania-PRO
- In Austria: PIXmania, myPIXmania, PIXmania-PRO
- In Belgium: PIXmania, myPIXmania, PIXmania-PRO, primashop
- In Denmark: PIXmania
- In Spain: PIXmania, myPIXmania, PIXmania-PRO
- In Estonia: PIXmania
- In Finland: PIXmania
- In France: PIXmania, myPIXmania, PIXmania-PRO, apache, primashop, ideacard, AffiliateVista
- In Greece: PIXmania
- In Hungary: PIXmania
- In Ireland: PIXmania
- In Italy : PIXmania, myPIXmania, PIXmania-PRO
- In Latvia: PIXmania
- In Lithuania: PIXmania
- In Luxemburg: PIXmania
- In the Netherlands: PIXmania, myPIXmania, PIXmania-PRO
- In Poland: PIXmania
- In Portugal: PIXmania, PIXmania-PRO
- In the Czech Republic: PIXmania
- In the United Kingdom: PIXmania, myPIXmania, PIXmania-PRO
- In Slovakia: PIXmania
- In Slovenia: PIXmania
- In Sweden: PIXmania
- In Switzerland: PIXmania, myPIXmania
The AFFILIATE can choose one or more programs. A description of the FOTOVISTA group websites included in the affiliation programs is available online from the following link: http://www.affiliatevista.com.
Each of the Affiliation Programs has corresponding Links allowing access from the AFFILIATE’s website to the corresponding FOTOVISTA websites:
http://www.pixmania.com ; http://www.mypixmania.com ; http:// www.pixmania-pro.com.
The Links provided by FOTOVISTA allow the Visitor to be transferred to the appropriate website for each of the Affiliation Programs.
Once the Applicant has made their choice, they must wait for the application for affiliation to be approved by FOTOVISTA.
During this period the Applicant will be unable to put any Affiliation Program into operation and they shall receive no Commission.
Article 6 – Processing the Applicant’s affiliation application
In accordance with the terms of article 3 of this Contract and according the terms of this article 6, FOTOVISTA reserves the right to refuse any request for affiliation that is considered not to be in the best interests of FOTOVISTA without any obligation to justify the refusal. Sites that will automatically be refused as being against the interests of FOTOVISTA shall include Applicants websites that are:
- competitors for FOTOVISTA ;
- include content that is violent, pornographic, religious, political, racist or of a nature that may disturb the public order;
- are contrary to the interests of FOTOVISTA or the company’s customers;
- violate current laws and regulations, notably with regard to copyright;
- websites that contain links to other websites of a nature outlined above;
- Websites that are still under construction.
Article 7 – Acceptance or refusal of the application
The Applicant shall receive an email to notify them of the acceptance or refusal of their application. When an application is refused, the applicant shall not be eligible for any Affiliation Program.
Once the application has been accepted, the Applicant, now AFFILIATE, can put the Affiliation Programs for which they wish to enrol into operation.
Article 8 – Integrating Links into the AFFILIATE’s website
The AFFILIATE should be in possession of standard IT equipment, notably an internet connection and telephone material. Any material connected to the FOTOVISTA website(s) remains under the responsibility of the AFFILIATE and FOTOVISTA will accept no liability for any damage suffered by this equipment during the integration of the Links.
The AFFILIATE is given access to Links that they shall add to their website to allow Visitors to be diverted from the AFFILIATE’s website to a FOTOVISTA website corresponding to the Affiliation Program(s) for which the AFFILIATE is enrolled. The addition of the Links is the AFFILIATE’s responsibility and is carried out at their expense.
The AFFILIATE is free to choose the Links that they shall place on their website. The AFFILIATE commits themselves not to post the Links in a way that may create confusion between the identities of their own website and the FOTOVISTA websites.
The addition of the HTML code must be carried out according to the instructions and guidelines provided by FOTOVISTA. FOTOVISTA is in no way responsible for any errors made in manipulating the links and any subsequent problems in calculating the Commission due to the AFFILIATE.
The HTML code in the Links includes a tag that allows Commission to be calculated accurately. This tag is only valid for use on the website(s) approved by FOTOVISTA for participation in the Affiliation Programs. The AFFILIATE must not alter the tags in any way.
Article 9 – Commission paid to the AFFILIATE
9.1 Description of the different types of Commission
There are a number of reasons for which FOTOVISTA may pay Commission to the AFFILIATE, namely:
- Commission on turnover: represented by a percentage of the turnover generated when a Visitor from the AFFILIATE’s website concludes an order for goods or services on the website http://www.pixmania.com ;
- Commission for registration: a commission paid for registration of a Visitor from the AFFILIATE’s website on either http://www.mypixmania.com or www.pixmania-pro.com ;
- Commission for acts: a fixed rate of commission paid for specific acts carried out by a Visitor on a FOTOVISTA website, such as a request for an estimate on the website http:// www.pixmania-pro.com and a completed order on the website http://www.mypixmania.com.
The right to Commission is acquired once a payable act is carried out by a Visitor, hereafter referred to as “Payable Act(s)”. The Payable Acts are considered as follows:
- For Commission on turnover: the date when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired;
- For Commission for registration: the date when FOTOVISTA validates the Visitor’s registration;
- For Commission for acts: the date when a quotation is issued or the date when a Visitor’s order is completed, ie. when the goods/services have been delivered to the Visitor and all payment has been received and the returns period of fourteen (14) days has expired.
Any orders for goods/services that are cancelled by FOTOVISTA, as a result of financial problems on the part of the Visitor, or for any other reason, shall not give rise to any Commission.
The purchase of a gift voucher will not generate Commission, only the use of the voucher may give rise to Commission.
Commission is only paid to the AFFILIATE if the Payable Act occurs within a period of thirty (30) days from the final transfer of the Visitor to the websites: http://www.pixmania.com and http:// www.pixmania-pro.com or within a period of sixty (60) days for the website: http://www.mypixmania.com (the period corresponding to the duration of the associated cookie). No Commission shall be paid to the AFFILIATE for any acts carried out after the appropriate period has expired.
9.2 Value of Commission
The current value of Commission is available for consultation on the affiliation platform.
The value of Commission may be subject to change and the amounts are in no way guaranteed.
At the time of writing, with any updates to be marked on the affiliation platform, Commission is valued as follows:
- For the PIXmania Affiliation Program:
Revenue
Total Sales
1%
< 2000 €
2%
Between 2000 € and 6000 €
3%
> 6000 €
[Commission is calculated on the order value excluding VAT and delivery charges.]
- For the myPIXmania Affiliation Program:
A Commission of sixty euro cents (€0.60) shall be paid for each registration on the website http://www.mypixmania.com. This Commission shall be increased to two euro and fifty cents (€2.50) for a concluded paying order by the same Visitor.
- For the PIXmania-PRO Affiliation Program:
A Commission of fifty euro cents (€0.50) shall be paid for each registration on the website http://www.pixmania-pro.com . This Commission shall be increased to four euro (€4) for a request for a quotation issued by the same Visitor.
Commission for the different Affiliation Programs is cumulative.
Commission is paid proportionally to the number of acts carried out. The value of Commission is determined freely by FOTOVISTA and may be subject to modification as stipulated in article 14 of the present Contract.
When enrolling to the Affiliation Program(s), the AFFILIATE is considered to have agreed to the value of Commission corresponding to that program.
In the case where an AFFILIATE fails to claim the Commission due to them for an act carried out within the terms of an Affiliation Program as outlined in article 9.1 of the present Contract in a period of twelve (12) months after the act has been carried out, the AFFILIATE is considered to have renounced all claims to the Commission and their account shall be closed.
9.3 Payment of Commission and billing
FOTOVISTA calculates Commission at the end of each calendar month (hereafter referred to as “Closing of the Books”).
Commission will be paid to the AFFILIATE once every month, sixty (60) days after the Closing of the Books and when the total value of the Commission due is superior to one hundred (100) euro before tax.
According to French law, prior to issuing any payment for Commission, FOTOVISTA should receive a VAT invoice issued by the AFFILIATE. To this end, FOTOVISTA shall create an invoice on behalf of the AFFILIATE. The AFFILIATE bears the responsibility to check the accuracy of all information contained in the invoice.
Payment shall be made by bank transfer with any banking charges payable by the AFFILIATE.
In cases where the monthly total is inferior to one hundred (100) euro before tax, the total shall be carried over to the following month until the limit is attained.
FOTOVISTA may on occasion, for example when an account is terminated, be obliged to carry out a transfer before the limit of one hundred (100) euro is reached. In this situation Commission shall be calculated for any Payable Acts (as outlined in article 9.1 of the present Contract) validated prior to the request for termination of the account. Commission shall be paid sixty (60) days after the Closing of the Books immediately following the termination.
9.4 Calculating the value of the Commission
The Parties agree that Commission is calculated by the Software, exclusively with regard to the data recorded by the Software.
Every AFFILIATE can access their account and the statistics concerning their account at any time on the affiliation platform.
In case of a dispute concerning the recordings made by the Software and the Commission to be paid to the AFFILIATE, only the data collected and calculated by the Software shall be considered valid.
Article 10 – The Parties’ Obligations
10.1 The AFFILIATE’s Obligations
10.1.1 Non-declared work
In order to allow FOTOVISTA to comply with French labour law article L. 324-14 of the code de travail that stipulates “any person who is not insured upon the signature of a contract and every six months until the termination of the contract, of which the subject involves an obligation of an amount of at least 3,000 euro for any work involved, any services provided or the conclusion of a commercial act, the other contractual party acquits themselves of all obligations with regard to article L 324-10 or of one of them in particular in the case of a contract conceived by a private individual for their personal use, those of their partner or parents or offspring, will be considered in association with one who is the subject of proceedings regarding non-declared work” (« toute personne qui ne s'est pas assurée, lors de la conclusion d'un contrat et tous les six mois, jusqu'à la fin de l'exécution du contrat, dont l'objet porte sur une obligation d'un montant au moins égal à 3.000 euros en vue de l'exécution d'un travail, de la fourniture d'une prestation de services ou de l'accomplissement d'un acte de commerce, que son cocontractant s'acquitte de ses obligations au regard de l'article L. 324-10, ou de l'une d'entre elles seulement, dans le cas d'un contrat conclu par un particulier pour son usage personnel, celui de son conjoint ou de ses ascendants ou descendants, sera tenue solidairement avec celui qui a fait l'objet d'un procès-verbal pour délit de travail dissimulé »), in the case where the total value of Commission received is in excess of 3,000 euro, the AFFILIATE, as a private individual, for a corporate account or representing an association, should produce the following documents:
If the AFFILIATE is a corporation, they should supply:
- Proof of having made all necessary social security contributions;
- Proof of a professional tax declaration for the financial year where appropriate;
- Failing this the AFFILIATE should provide proof that they have complied in full with articles 52, 53, 54 and 259 of the French code des marchés publics (Procurement contract code);
- An attestation de garantie financière (proof of a financial guarantee) as stipulated by article L. 124-8 in French law concerning temporary work agencies;
- If the AFFILIATE is unable to furnish the first three documents outlined above, for those having started their activity less than one year ago, proof of the deposition of the tax declaration at their nearest tax centre.
Beyond this and when registration on the registre du commerce (register of companies) or the répertoire des métiers (trades register) is obligatory or if the business is a profession réglementée (regulated profession) the AFFILIATE should provide the following documents:
- an extract of the registration on the registre du commerce et des sociétés (register of companies) (K or K bis);
- an identity card as proof of registration on the répertoire des métiers (trades register);
- an invoice, advertising document or professional correspondence bearing the name and corporate name, full address and registration number with the registre du commerce et des sociétés (register of companies) or the répertoire des metiers (trades register) or a list or a table for an ordre professionnel (professional order) or an equivalent competent authority;
A receipt for the deposition of the declaration at the centre de formalités des entreprises (part of the Chamber of Commerce) for those having begun their activity within the last year.
If the AFFILIATE is a private individual, they should produce:
- Proof of having made all necessary social security contributions;
- An invoice, advertising document or professional correspondence that includes the name and title, full address and business registration number or references numbers supplied by any official body.
If the AFFILIATE is an association, they should produce:
- Their articles of association; and
- A copy of the official registration documents with the journal official (official journal) in France.
If the AFFILIATE, of any nature, has employees, they should produce proof that these employees are declared according to articles L. 143-3, L. 143-5 et L. 620-3 of the code du travail (French labour law).
10.1.2 Accuracy of information provided
The AFFILIATE guaranties the accuracy of all information provided to FOTOVISTA during the registration on the affiliation platform and commits themselves to notify FOTOVISTA of any changes regarding this information [via the “Profile” section of the affiliation platform].
10.1.3 Operation of the AFFILIATE’s website
The AFFILIATE is solely responsible for the operation, development and upkeep of the elements on their website and should ensure:
- the accuracy and pertinence of any elements included on their website;
- that the elements contained on their website are in no way defamatory and do not infringe the rights of others (notably concerning copyright and trademarks);
- as the tracking system is incorporated into the Links, FOTOVISTA cannot be responsible for any modifications made in the Links and any reduction in the Commission that may result.
10.1.4 Further obligations for the AFFILIATE
The AFFILIATE should under no circumstances:
- Purchase any of the following keywords “PIXmania”, “myPIXmania” , “PIXmania-pro ”, “FOTOVISTA ”, or any similar keywords for commercial or promotional reasons on any search engines such as Google, Miva, Overture, etc., or on any portal or advertising service of this type;
- Attempt to intercept or redirect traffic from another AFFILIATE’s website;
- Attempt to intercept, to increase or to misdirect by fraudulent or artificial means the Commission (no Commission shall be awarded in the following situations, the following list not being exclusive,: automatically created email addresses, artificial clicks, repetitions- in particular any acts carried out by robotic means, software automatic click generating tools and any forced use of a Link with the offer of a reward or any similar means);
- To feature any other link or texts, images, graphics or material relating to FOTOVISTA other than the elements provided directly by FOTOVISTA with regards to the Affiliation Program(s);
- To use a Link in any electronic message (email) sent by the AFFILIATE to a Visitor
- To carry out any other form of advertising (including pop ups) to promote a FOTOVISTA website, other than via the Links included in the Affiliate Programs.
The AFFILIATE acknowledges that the actions outlined above are considered as fraudulent and will result in the immediate termination of the Contract with no payment.
Beyond this, FOTOVISTA will demand that any Commission paid to the AFFILIATE be reimbursed in full with the possibility of legal action if this is not carried out by the AFFILIATE.
10.2 FOTOVISTA’s Obligations
FOTOVISTA is committed to carrying out all actions necessary to ensure the smooth operation of the affiliation platform, the Affiliation Programs and of the Software (hereafter referred to as the “Service(s)”) in order that the AFFILIATE might use the Services according to the terms and conditions of the present Contract.
In this respect, in the case where the Services may fail, FOTOVISTA will compensate the AFFILIATES with an amount calculated according to the Commission earned during the time for which the SERVICES were unavailable in the equivalent period of the preceding month.
This said, FOTOVISTA will not be held responsible for any technical failure beyond its control that may result in a failure of the Services e.g. a failure in the telecommunications network.
The AFFILIATE accepts that the Services may be interrupted periodically for maintenance.
Article 11 – Confidentiality
Throughout the duration of the Contract, FOTOVISTA shall be obliged to provide information of a confidential nature to the AFFILIATE. The AFFILIATE is committed to respecting the confidentiality of this information and not to use the information for any purposes outside the needs of the present Contract.
This information is considered to include all documents, data or statistics of any nature provided to the AFFILIATE by FOTOVISTA either in writing or orally or by any other means including, with no limitations, any technical, commercial, financial, legal or strategic information as well as any analysis, compilation, forecasts, reports and any other document relating to FOTOVISTA that may be sent to the AFFILIATE (hereafter referred to as “Data”). This obligation to respect the confidentiality of the Data is effective for a further year after the termination of this Contract.
No element of this Contract may be interpreted as obliging FOTOVISTA to reveal Data concerning the company’s activity to the AFFILIATE.
Article 12 – Personal Information
The personal information provided to FOTOVISTA as part of the registration is required for the processing of every application for every Applicant and for every AFFILIATE. They may be used by FOTOVISTA to notify the AFFILIATE of FOTOVISTA’s new commercial offers; this is acknowledged and accepted by the AFFILIATE. The information is neither given over to or provided to a third party. All personal information given to FOTOVISTA will be treated with the strictest confidentiality. They may only be divulged to suppliers as required for the execution of the present Contract.
In accordance with French legislation n°78-17 dating from the 6th of January 1978 regarding information technology, files and liberty, the AFFILIATE may oppose, access and change any information concerning them.
These rights may be exercised by communicating directly with FOTOVISTA at the address given above or by means of the following email address: contact@affiliatevista.com.
In a general manner, in a situation where the information provided to FOTOVISTA by an AFFILIATE concerns a third party, directly or indirectly, the AFFILIATE bears sole responsibility for obtaining the permission of the third party for communicating this information to FOTOVISTA and the subsequent use of this information as outlined above.
FOTOVISTA accepts no responsibility, notably with regard to any third parties, to confirm the quality and nature of any AFFILIATE who collects, obtains, divulges and communicates any information to FOTOVISTA, for any reason and for the use or non-use of this information by FOTOVISTA or any other party.
With this in mind, the AFFILIATE authorises FOTOVISTA to access, receive, store, use and reveal all or part of this information as outlined above.
Article 13 – Intellectual rights
The Service has been designed and developed by FOTOVISTA who therefore hold full intellectual rights.
Consequently, the AFFILIATE will abstain from any abuse of the Service and shall not use the Service for their own benefit or the benefit of a third party beyond the terms of the present contract.
FOTOVISTA, as the owner of all intellectual rights (such as patents, brands, trade marks, procedures, software or any other intellectual rights) for materials that may be used in the company’s activities, does not grant the AFFILIATE rights over any of the above materials by granting the AFFILIATE the use of them.
Article 14 – Duration and termination of the Contract
This Contract is established for an undetermined duration. Both Parties have the right to terminate the contract at any time, with a period of notice of eight (8) days.
The Contract can be terminated with immediate effect should either Party fail in the obligations stipulated in said Contract.
Termination may be carried out by the AFFILIATE by e-mail using the Termination button on the affiliation platform. Termination will lead to the payment of all Commission due as outlined in article 9.3 of the Contract.
Participation in any of the Affiliation Programmes will end immediately upon the expiration of the notice period. Both Parties should then remove the Links, communication media and all information referring to the other Party.
Upon the breaking of the Contract, the AFFILIATE should return to FOTOVISTA all Data that may have been communicated to them during the course of the present Contract.
Article 15 – Contractual Modifications
FOTOVISTA reserves the rights to modify the present Contract at any time, respecting the notice period of eight (8) days before the application of any planned changes to the Contract.
The AFFILIATE shall receive written notification of any modifications by email.
If the AFFILIATE disagrees with the planned modifications they can terminate the Contract with the eight (8) day notice period stipulated in article 14 of the Contract. If the Contract is not terminated in this way it shall be considered that the AFFILIATE has agreed to the modifications.
Article 16 – Nullity of a provision
Should any provision of the Contract prove to be null and void in part or in its entirety, this shall not affect the validity of the rest of the Contract. In such a situation, the Parties shall substitute where possible a corresponding provision in the same sense.
Article 17 – Miscellaneous provisions
This Contract cannot be interpreted as imposing on FOTOVISTA any obligation to connect itself contractually with the AFFILIATE.
In addition, both Parties agree that the present Contract may not be interpreted as the creation of a common entity.
Article 18 – Applicable law and jurisdiction
The Contract and any disputes that may arise regarding its interpretation are governed by French law. This is a translation of the original contract and should any dispute arise the original French version of the Contract shall impose on both Parties.
In case of any dispute regarding the Contract, and prior to any legal action, the dispute shall be examined by the Parties with the aim of reaching an amicable agreement in a period of two (2) months from the day when a registered letter is received by one of the Parties.
In case no amicable agreement can be reached, the Parties give full rights to the tribunal de commerce de Paris to legislate and notably, without the list being considered exhaustive to rule regarding the conclusion, execution and breaking of the Contract.
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