Commencement and Termination of the Agreement, Legal Consequences
Relationship between Campfire Outdoors and Affiliates
Limitations of Liability
The following terms and conditions constitute an Affiliate Programme Agreement of Campfire Outdoors GmbH (“Agreement”) a private limited liability company incorporated under Austrian law and registered under FN 4443580z. Please read these Affiliate Terms and Conditions carefully before applying to become an Affiliate, as they set out Campfire Outdoors and your legal rights and obligations in relation to our Affiliate Programme.
You will be asked to agree to these Affiliate Terms and Conditions before becoming an Affiliate. Please be aware that this Agreement is designed for use in connection with a website affiliate programme where affiliates apply to join the programme online and there is therefore no signed paper copy of the Agreement. In addition, this Affiliate Programme is intended for the direct participation of each Affiliate.
Definitions and interpretation
In the Agreement:
“Application Form” means an online application form available at the website of Campfire Outdoors (https://www.flyingtent.com/affiliate-area/) which is deemed to be an integral part of this Agreement and enables users to apply to become Affiliates;
“Affiliate” means any legal entity and/or any individual conducting business activities and registered as an entrepreneur specified as an applicant for our Affiliate Programme on the Application Form ;
“Affiliate Program” means the Campfire Outdoors affiliate programme detailed in the Agreement and on the Campfire Website;
“Affiliate Channels” means the website or websites or social media streams owned and operated by the Affiliate and specified by the Affiliate on the Application Form;
“Agreement” means the agreement between Campfire Outdoors. and the Affiliate incorporating these Affiliate Terms and Conditions, the Application Form and any amendments to it from time to time;
“URLs” means a hyperlink or code (whether in text or in an image or otherwise) from the Affiliate Channels to the Campfire Outdoors Website enabling Campfire Outdoors to track visitors from the Affiliate Channels to the Campfire Outdoors Website using its affiliate tracking system;
“Campfire Outdoors” means Campfire Outdoors. a private limited liability company incorporated in Austria (registration number FN 4443580z) having its registered office at Sankt Veit an der Glan, 9300.
“Campfire Outdoors Website” means those websites specified by Campfire Outdoors, plus any other websites notified by Campfire Outdoors to the Affiliate from time to time.
“Commission” means payments provided by Campfire Outdoors to Affiliates for referred customers
“Coupon” means an individual code for usage for Affiliates to attract new customers with a discount
Rights and Obligations of Campfire Outdoors
2.1 Alterations Campfire Outdoors is at any time and at its sole discretion entitled to alter any terms and/or conditions contained in this Agreement or replace them with other provisions by placing an alteration notice or a new agreement at Campfire Outdoors website while informing Affiliate(s) at their email addresses given in their Application Forms about this occurrence. The aforementioned alterations may refer to changes of amount of Commissions and in the Affiliate Programme. Continued participation in the Affiliate Programme means that the Affiliate has accepted the alterations and is bound to the altered Agreement. Should an Affiliate not agree to these alterations, then the Affiliate has the right to terminate the Agreement without having any further claims (rights) against Campfire Outdoors.
2.2 Rules of Acceptance/Non – Acceptance of Application In order to join the Affiliate Programme, every Applicant shall accept the termsand conditions of the Agreement through ticking the box indicating their commitment while completing and submitting an Application Form available online. Campfire Outdoors has the right to evaluate the Application and to determine at its sole discretion as to whether or not the Application will or will not be accepted. The decision of Campfire Outdoors on the Application shall be deemed final and is therefore not subject to any appeals and objections. Campfire Outdoors will inform every Applicant as to whether their application has been granted or rejected.
Affiliate Rights and Obligations
3.1 Linking to Campfire Outdoors Websites Upon the granting of the Affiliate ’s Application, every Affiliate agrees to establish and maintain links from their websites and channels to the Campfire Outdoors Website. Every Affiliate has the right to link to Campfire Outdoors with any of Campfire Outdoors creative materials (for instance banners, emails, articles, leaflets, images, logos or a text link and editorial columns) and this is the only means by which the Affiliate is permitted to promote and advertise on behalf of Campfire Outdoors. However, the Affiliate shall have no authority to and shall not bind Campfire Outdoors to any obligations as well as it also has no authority to make any claims or representations or grant any warranties in connection with Campfire Outdoors or on behalf of Campfire Outdoors. Additionally, the Affiliate is allowed to use approved advertising creative material and will not modify it in any way and refer to this material as it is available at Campfire Outdoors Website or under the provided Link after registration.
3.2 Affiliate Requirements If Affiliates of Campfire Outdoors are inactive for more than 12 month in a row Campfire Outdoors has the right to delete the account. In the event of the failure of an Applicant to meet this requirement, Campfire Outdoors has the right to close down the Affiliate account. However, the Affiliate will have the chance to reopen a new affiliate account.
3.3 Unlawful Conduct The Affiliate is not permitted to:
(a) include any unlawful materials on the Affiliate Channels, or include any hyperlink to anything prohibited by law Materials on the Affiliate Website;
(b) market the Affiliate Channels using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, adware or similar software, or using any other antisocial or deceptive methods;
(c) take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill/reputation of Campfire Outdoors and/or the Campfire Outdoors Website;
(d) promote and advertise services of Campfire Outdoors contradictory to rules specified in the Agreement.
Campfire Outdoors has the right to terminate the Agreement with immediate effect if any of the aforementioned circumstances occur and/or to claim damages against the Affiliate.
3.4 Registering of Domain Names Every Affiliate shall refrain from registering or applying for registering any domain names similar to any domain names used by or registered in the name of Campfire Outdoors or any othername that could be understood to designate Campfire Outdoors.
3.5 Protection of Campfire Outdoors Trade Marks Trade marks of Campfire Outdoors or any other words including the word: “Campfire Outdoors”, “flyingtent” or variation thereof or words similar or identical to any of Campfire Outdoors trade marks areprotected by law. The Affiliate shall not use, purchase, copy, register any (key)words which are identical or similar to any of Campfire trade marks or words including “Campfire Outdoors”, “flyingtent”.
3.6 Services in favour of Campfire Outdoors Through this Agreement, each Affiliate is granted the non –exclusive and non –assignable right to direct and recommend customers to Campfire Outdoors Website pursuant to these Affiliate Terms and Conditions. Campfire Outdoors remains free to contract or not to contract with customers provided by an Affiliate and the Affiliate has no right or privilege to assist Campfire Outdoors within services resulting from such referrals.
3.7 No Traffic and Abusing Activities No Affiliate will benefit from known or suspected traffic and refrain from any activities connected or/and related hereto which could cause damages to Campfire Outdoors or/and the Campfire Outdoors Website. Campfire Outdoor is entitled to withhold/suspend any affiliate payments and/or closed down accounts if Campfire Outdoors will have founded suspicion of such traffic activities. The same applies if affiliated customers are found to be abusing any Campfire Outdoors offers or promotions and this irrespective of the knowledge or lack of knowledge of the Affiliates.
3.8 Affiliate Channels Each Affiliate participating in the Affiliate Programme shall be solely responsible for the establishment, development, operation, maintenance and contents of their own channels as well as for all materials posted on their channels. Campfire Outdoors hereby denies and exclude all and any responsibility and liability for these materials and the Affiliate undertakes to indemnify Campfire Outdoors and hold it blamless from all claims, damages, expenses, fees, costs and any other encumbrances that may arise directly or indirectly from the establishment, development, operation, maintenance and contents of Affiliates Channels.
3.9 Grant of Licence / Intellectual Property Rights Campfire Outdoors hereby grants to each Affiliate a non – exclusive, non – transferrable license within the duration of the Agreement to use trade names, trade marks, service marks, logos and any other designations of Campfire Outdoors (“Intellectual Property”) solely and only in connection with the display of the advertising/promotional material on the Affiliate Websites or offered links. The Affiliate is not allowed to grant any sub-license and/or to transfer or/and contribute the license to any entity/individuals directly or indirectly. The Affiliate undertakes to refrain from any attack and shall cause any third party to refrain from any attack against the Intellectual Property and inform Campfire Outdoors forthwith about any misuse of the Intellectual Property by any third party. Furthermore, the Affiliate shall not assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceedings and shall not take any action that may prejudice the Campfire Outdoors right in the Intellectual Property or/and to diminish their validity and standing.
3.10 Confidentiality Each Affiliate agrees to treat all information directly or indirectly disclosed to it by Campfire Outdoors relating to business, operations, technology, clients and/or the Affiliate Programme of Campfire Outdoors as strictly confidential and will not without obtaining the prior written consent of Campfire Outdoors disclose any part of this information to any third party. In addition, each Affiliate undertakes to use the confidential information only for the purposes of the Agreement. The confidentiality undertaking shall not apply to information which has become available to the public generally. The obligation of the Affiliate with respect to confidential information shall continue to apply to the Affiliates for an unlimited period of time.
3.11 Data Protection Each Affiliate is aware and acknowledges that Campfire Outdoors, directly or through third parties processes personal data relating to Affiliates. You as a Affiliate consent to Campfire Outdoors holding and processing, both electronically and manually, the data which relates to You for the purposes and execution of the Agreement. In accordance with the Austrian Personal Data Protection Act, Campfire Outdoors will only hold this information for as long as it is appropriate to execute the Agreement.
4.1 General Terms Each Affiliate will receive a Basic Commission totalling 8% from the net sale amount of referred customers. If the sale Commission will be used for buying products on Campfire Outdoors Website, the amount will be doubled by Campfire Outdoors
4.2 Payable Commission Campfire Outdoors will provide the Affiliates with all commission payments due by the last day of each calendar month (“Date of Payment”) , unless the amount due is less than 50 EUR , in which case the payment may be held over to the next accounting date.
If the Affiliate is registered for VAT then:
(a) all commission amounts stated in or in relation to the Agreement or on the Campfire Outdoors Website and payable to the Affiliate will include VAT,
(b) the Affiliate is solely responsible for accounting their VAT to the relevant tax authorities; and
(c) the Affiliate must provide Campfire Outdoors with a valid VAT invoice indicating bank account of the Affiliate along with IBAN and SWIFT Code in respect of such Payment within 15 days prior to the Date of Payment. The Payment may be provided through PayPal or Moneybookers/Skrill.
The Affiliate is responsible for paying any tax or social security claims with the local authorities in connection with receiving a commission from campfire.
Commencement and Termination of the Agreement, Legal Consequences
5.1 Commencement and Termination The Agreement will become effective on the day on which the Affiliate will be approved as an Affiliate in accordance with the terms and conditions of the Agreement. Each party is entitled to terminate the Agreement in writing at any time and with immediate effect. For purposes of notification of termination, delivery via email or fax shall be deemed a written and immediate form of notification.
5.2 Legal Consequences Upon termination, each Affiliate is obliged to remove all of Campfire Outdoors banners/logos/designations etc. from Affiliate channels and to disable all links from Affiliate website to Campfire Outdoors website. All rights, licenses and other privileges to the Affiliate shall also be terminated with immediate effect. The Affiliate shall return to Campfire Outdoors any confidential information and all copies of it and its right to use Intellectual Property of Campfire Outdoors will cease forthwith.
Relationship between Campfire Outdoors and Affiliates
Campfire Outdoors and Affiliates are independent contractors and nothing in the Agreement will create any form of partnership, joint venture, agency, franchise, sales representative, employment between them. The Affiliate is not empowered to make or accept/reject any offers on behalf of Campfire Outdoors and is not authorized to make any statement on behalf of Campfire Outdoors as well.
The Affiliates shall defend, indemnify and hold Campfire Outdoors, its members of the management board, employees and representatives blameless from and against any and all liabilities, losses, damages including legal fees resulting from or connected with (1) any breach by Affiliate(s) of any warranty, representation or term contained in the Agreement, (2) the performance of Affiliate(s) duties and obligations under the Agreement , the negligence of Affiliate(s) and any injury caused by negligent or intentional acts or omissions or the unauthorized use of our banners/logos/designations and links or this Affiliate Programme.
Campfire Outdoors makes no warranties or representations with respect to the Affiliate Programme, and the commission payment arrangement and do not express nor imply any warranties arising out of a course of performance, dealing or trade usage. Additionally, Campfire Outdoors makes no guarantee that the operation of website of Campfire Outdoors will be uninterrupted or error free and Campfire Outdoors will notbe liable for the consequences if there are any.
Limitations of Liability
Campfire Outdoors liability arising out of or in connection with the Agreement and/or the Affiliate Programme will not exceed the total amount of Commission paid or payable to an Affiliate under this Agreement. Additionally, Campfire Outdoors ‘ obligations under this Agreement do not constitute personal obligations of management board members, employees or/and shareholders of Campfire Outdoors.
This Agreement shall be concluded for indefinite period of time and each party to this Agreement has the right to terminate the Agreement with immediate effect in the written form, by email or fax. Conclusion, implementation and interpretation of this Agreement is governed by the Austrian law. The place of the fulfillment of all obligations arising from or connected to this Agreement shall be deemed the Campfire Outdoor’s registered office. In the event of any discrepancies of opinions the Parties agree to take all steps in order to achieve an amicable solution. If negotiations do not lead within 1 (one) month to a solution accepted by all Parties, then all disputes arising from this Agreement or in connection with this Agreement shall be finally settled by the court appropriate for the registered office of Campfire Outdoors. If any provisions of this Agreement shall be invalid or incapable of implementation or if any gap shall occur, then this shall not affect the validity of the other provisions. In case of the invalid provision or the provision incapable of implementation or for the purposes of closing the gap, such reasonable provision shall apply which, to the extent permitted by law, shall most closely reflect the intention of the Parties to this Agreement or which they would have intended to choose in accordance with the purpose of this Agreement, had they given their attention to such a point. Without the prior written consent of other Parties, neither Party can assign (transfer) or offset its rights and obligations to third parties resulting from this Agreement under pain of nullity.
You as the Affiliate acknowledge that you have read this Agreement and agree to be bound by the Terms and Conditions of this Agreement by downloading our banner and creating a link from your webstite to Campfire Outdoors Website.