Articles: All products that are offered in the Environment. Environment: Opencircuit and any other application designated by Opencircuit. Opencircuit: The private company Opencircuit. Opencircuit Trademarks: The Opencircuit word and figurative marks, as well as other distinguishing marks. Content: (Part of) the range of Articles in the Environment, such as text, images, reviews, downloads, which Opencircuit makes available for the benefit of the Partner Program via the website. Cookie time: The setting by Opencircuit of the First party cookie that determines which period (time) the cookie remains active on the computer of the Customer. First party cookie: A small (text) file that is placed on the Customer's computer as a result of a visit by the Customer to the Environment via the Partner Link, containing all kinds of relevant information. Customer: Any user of the Partner Site who accesses the Environment via the Partner Link and thus can purchase Items from and via Opencircuit. Last Cookie Counts: The principle whereby the sale is allocated to the last marketing channel through which the Customer has accessed the Environment. Partner: Any natural person from the age of eighteen (18) years or legal person who has accepted the Opencircuit Partner Program Terms and has been accepted by Opencircuit as a Partner to access Customers via his/her Partner Link(s). provide to the environment. Affiliate Link: An electronic link to one of our websites, which contains its code, and which it makes publicly available or has published via the Internet (in particular the Affiliate Site). Affiliate Program Terms: these Affiliate Program Terms, including all information contained on the website.
Article 2 – Registration and acceptance
2.1. Anyone aged eighteen (18) and older who has a Partner Site can register as a partner at Opencircuit. 2.2. Registering as a Opencircuit Affiliate implies acceptance of the Affiliate Program Terms and the obligation to comply with the Affiliate Program Terms. 2.3. To be registered as a Partner, the Partner must: a) have completed the application form completely and truthfully; b) confirm that the Affiliate Program terms are accepted by clicking the “request” button in the application form; c) have been accepted as a Partner by Opencircuit. 2.4. In principle, Opencircuit will inform you within seven (7) days after receipt of the fully completed registration form confirming acceptance of the Partner Program conditions whether Opencircuit accepts you as a Partner. 2.5. Opencircuit can refuse a registration without giving reasons and at any time. If Opencircuit refuses a registration, no commission will be paid for the period prior to the refusal and thereafter. 2.6. Opencircuit will in any case refuse a registration if the Partner Site: a) does not have (own) content; b) already has an account; c) shows no relationship with (the products on) Opencircuit; d) actively calls for donation or sponsorship of a cause/organisation; e) involves a loyalty or savings-like character or cash back construction; f) possess the name of Opencircuit or variations thereof in the domain name; g) infringes or offers the opportunity to infringe intellectual property rights, trademark rights or other rights of Opencircuit or any third party; h) harm the good name and reputation of Opencircuit; i) engages in, promotes or promotes illegal activities; j) is of a sexual, pornographic, offensive and/or violent nature; k) is in any way contrary to public order and/or morality; l) discriminates on the basis of race, sex, religion and/or belief; Whether or not there is one or more of these circumstances is at the sole discretion of Opencircuit.
4.1. The registration by Opencircuit of the impressions, clicks, sales and funds received via the Partner Program website is binding on Opencircuit and the Partner. 4.2. Opencircuit measures the sales of all Items by the Customer using a First Party Cookie. The First Party Cookie generally has a Cookie Time of 30 days. However, Opencircuit reserves the right to change the Cookie Time and to maintain different Cookie Times at Partners. 4.3. The Partner can claim commission on all Items that a Customer has purchased from Opencircuit immediately after clicking on the Partner link or within the First Party Cookie time, whereby the Last Cookie Counts principle applies and the Customer has the ( payment) obligations with regard to these Items towards Opencircuit, Opencircuit has actually received the payment in question and the trade-in period of 30 days after receipt has expired without trade-in of the relevant Items. The Partner is not entitled to any commission in respect of Items purchased by a Customer from a business purchase account at Opencircuit. 4.4. If the Customer returns the Items and/or payment is withdrawn for any reason, the Partner will not be able to claim the relevant commission and the pending commission will be disapproved in the Partner Program or the Partner will have to pay the to refund the commission already received to Opencircuit. 4.5. The commission is calculated on the net sales value actually received by Opencircuit per product group of the non-exchanged Items (net = excluding VAT and transport costs) after the end of the period. The commission model included on the website is always the most recent version, which is binding on the Partner. 4.6. Commission will not be awarded on (bulk) orders originating from a business account at Opencircuit.
Article 5 – Payment
5.1. Payment of the commission by Opencircuit or a third party designated by Opencircuit to the Partner will take place after the end of each calendar month to the account number that the Partner has indicated in his Partner account and is registered as such with Opencircuit. 5.2. Commission amounts of less than € 10.00 (in words: ten euros) are not paid out monthly. If the commission in a month is less than € 10.00 (in words: ten euros), no payment will be made in that month and the commission will be saved. Payment thereof will take place in the month in which the total amount is € 10.00 (in words: ten euros) or more. 5.3. All payment costs, with the exception of the administration costs of Opencircuit, are for the account of the Partner. 5.4. Opencircuit is at all times entitled to set off what it owes to the Partner against any amount that Opencircuit has to claim from the Partner for whatever reason.
Article 6 – Termination Opencircuit Partnership
6.1. Opencircuit is entitled at any time – without giving reasons – to terminate the partnership under these Partner Program Terms by email, subject to two (2) weeks' notice. 6.2. Without prejudice to its other rights, Opencircuit is, among other things, entitled to terminate the partnership under these Partner Program Terms with immediate effect by email in the event of: a) the Partner fails in whole or in part in the fulfillment of one or more of his/her obligations under the Partner Program conditions; b) the Partner's site, in Opencircuit's opinion, could be contrary to public order or morality or could be offensive in any way; c) Opencircuit could suffer damage in one way or another; d) the Partner acts unlawfully in the context of the Partner Program towards Opencircuit and/or third parties, such as authors, publishers, producers, performers. 6.3. The Partner may at any time – without stating reasons – terminate his partnership by sending an e-mail from the e-mail address provided by him/her to info@Opencircuit.nl 6.4. The partnership under these Partner Program Terms will end immediately and automatically in the event of: a) the Partner has made the Partner Link inactive; b) the Affiliate Program has been discontinued for any reason.
7.1. If the Partnership is terminated for any reason: a) immediately make the existing Partner Link(s) inactive; b) Opencircuit is entitled to block the Partner's access to Opencircuit; c) without prejudice to the provisions of Article 7.2, the Partner cannot (any longer) claim commission; d) the Partner will immediately remove the Content from the Partner Site; e) the Partner is immediately no longer entitled to use the Opencircuit Brands, the Content and the Items of the Environment; f) the Partner will immediately remove the Content from his/her Partner Site and/or from his/her local database on pain of a penalty of €1,000 (thousand euros) per day that the Content is still displayed on the Partner Site despite termination. 7.2. Only in the event that the partnership is terminated under these Partner Program Terms and Conditions in accordance with Article 6.1, Article 6.3 and/or Article 9.4, the Partner will still be entitled to payment of commission in respect of sales of the Items whose monies are made by Opencircuit have been received before the termination date, in accordance with the provisions of Article 4 and Article 5 (without prejudice that the commission will not be paid if it is less than € 10.00). 7.3. Without prejudice to clauses 3.15, 7.1, 7.2, 8 and clause 9.1, Opencircuit and the Partner will not be entitled to any compensation from the other party in connection with the termination of the partnership under these Partner Program Terms and they hereby waive any right to any (damage) compensation.
Article 8 – Liability
8.1. The Partner is fully responsible and liable for his/her use, development and maintenance, functioning and content of the Partner Site. The Partner guarantees that all obligations under tax legislation are met and indemnifies Opencircuit in respect of all claims and/or costs/fines/additional assessments in this regard. 8.2 Partner qualifies as a controller within the meaning of the General Data Protection Regulation for the collection of personal data in the context of its activities under this agreement. Partner undertakes in its activities under this agreement to fully comply with all applicable privacy laws and regulations, including, but not limited to, the General Data Protection Regulation, and the Telecommunications Legislation and indemnifies Opencircuit against all damage and/or costs of any kind in this regard. 8.3 Unless there is intent and/or gross negligence on the part of Opencircuit, Opencircuit is in no way liable for damage and/or costs of any kind incurred by the Partner in connection with participation in the Partner program, such as - but not limited to - damage and costs as a result of the improper functioning of the Environment, technical failures, etc. In the event that this general exclusion of liability is declared null and void by a competent court, the parties hereby already now agree that Opencircuit in that case will only be liable for the direct demonstrably suffered/incurred damage/costs (excluding consequential/indirect damage/costs) and this liability for this direct damage/costs in total will never amount to more than the amount of commissions paid to Partner by Opencircuit during the three (3) months prior to the cause of the damage/costs.
Article 9 – Notes
9.1. The Partner will never act as an agent or representative of Opencircuit and in particular will not make any commitments or obligations for or on behalf of Opencircuit. Partner fully indemnifies Opencircuit against all damage and/or costs of whatever nature resulting from non-compliance with this article. 9.2. The Partner is not entitled to transfer (part of) his/her partnership to a third party, unless Opencircuit has given its written permission for this. 9.3. Opencircuit is entitled to change the Affiliate Program terms at any time. The amended Affiliate Program Terms will be effective from the time they are posted on the website. If a Partner subsequently continues to use the Partner Program, it thereby accepts the applicability of the amended Partner Program terms and conditions and/or the website. It is therefore advisable to consult the Partner Program Terms and Conditions and the website before using the Partner Program. 9.4. In the event that the amended Partner Program terms and conditions are not acceptable to the Partner, the Partner is entitled to terminate the partnership within 14 days. 9.5. In the event of a change, the Partner Program conditions and commissions will be notified by email to all partners of Opencircuit within 24 hours. 9.6. If any provision of these Affiliate Program Terms conflicts with applicable law, such provision will be amended to comply with applicable law, subject to the purport of such provision.
Article 10 – Applicable law and competent court
10.1. The Partner Program Terms and Conditions and the partnership are governed exclusively by Dutch law and disputes will be submitted to the competent Dutch court.