General Terms and Conditions / Terms of Use for the Partner Program of LUBA Distribution Ltd

1. Scope of application

1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to the contractual relationship between LUBA Distribution Ltd, 1108 Marco Island, Nottingham, NG1 1AW, UK (hereinafter “Luba”) and the contractual partner (hereinafter “Partner”) of the partner program (hereinafter “Partner Program”).

1.2. Luba offers services exclusively on the basis of this business contract. The partner’s own terms and conditions require Luba’s written approval and therefore do not apply even if Luba does not object to their validity.

1.3. These GTC are only addressed to entrepreneurs within the meaning of § 14 BGB. Consumers are excluded from participating in the partner program.

 

2. Conclusion of contract

2.1. A contract between Luba Distribution Ltd and the partner for the placement of advertising material is concluded exclusively via the online application process of Luba. By registering, the partner submits an offer to participate in the partner program and accepts the GTC. A contract is only concluded if Luba expressly declares acceptance of the offer or publishes specific advertising material for the partner.

2.2. There is no entitlement to participate in the partner program and to conclude a contract with Luba. Luba may reject individual partners at any time without giving reasons.

 

3. Subject matter of the contract

3.1. The subject of this agreement is participation in the partner program, which aims to increase the distribution of Luba products. To this end, Luba will provide the partner with a selection of advertising materials via the partner program at its own discretion. Luba can offer various programs simultaneously. The partner does not have to pay anything to participate in the partner program.

3.2. The partner places the advertising material released for him on his websites, newsletters or social media appearances registered in the partner program at his own responsibility. The partner is free to decide whether and for how long he places the advertising material on the partner website. He is entitled to remove the advertising material at any time.

3.3. The partner receives a commission for advertising and successful orders, which depends on the scope and actual value of the service. The details are given in the description of the partner program and under section 7 of these GTC.

3.4. The partner program does not create any other contractual relationships between the parties that go beyond this agreement.

 

4. Operation of the Affiliate Program

4.1. The partner must register with the data requested during registration for the partner program. Upon registration, the partner automatically receives a customer account on the website that allows the partner to manage their affiliate activities and place orders themselves.

4.2. For joint campaigns, Luba will provide the partner with a specific HTML code for links and other promotional materials that can identify users of partner sites when they click on the link. The partner must integrate this HTML code into their website to enable tracking.

4.3. For links without any affiliate program labeling (direct link tracking), it is mandatory that the originating website has been deposited in the affiliate program. Information material in email newsletters must therefore lead to the partner website to be correctly identified. Some browsers such as Safari on iOS do not allow affiliate program links to our SSL-encrypted websites, for example, if your websites do not use SSL encryption.

4.4. Luba cannot guarantee that affiliate tracking will work in all browsers, versions, and any tracking-related privacy settings. This is a known problem in the industry and any claims arising from it will not be accepted.

4.5. The partner has access to certain statistical data on the advertising materials used by him via the customer account, as specified in detail by Luba.

4.5. The partner has access to certain statistical data on the advertising materials used by the partner via the partner account.

 

5. Obligations of Luba

5.1. At its own discretion, Luba provides the partner with a selection of advertising materials (such as banners, text links, videos, and images) for individual advertising campaigns. Luba is entitled to change the Luba advertising material at any time. Upon notification by Luba, the partner is obliged to exchange the Luba advertising material.

5.2. Luba takes care of tracking visitors who come to the Luba website through advertising materials integrated into their website. Luba automatically links customer orders made through this process to the partner.

5.3. Luba operates its website and the services offered on it, such as providing product data, at its own discretion, within the scope of its available technical capabilities. In this context, Luba does not owe faulty and uninterrupted availability of the website. The quality and accuracy of the products and advertising materials offered on the Luba website are at Luba’s sole discretion.

5.4. In addition, Luba agrees to pay the remuneration according to clause 7 of the terms and conditions.

 

6. Rights and Obligations of the Partner

6.1. The partner may only integrate the Luba advertising material into partner websites accepted by LUBA. The partner is expressly prohibited from linking the links provided with other advertising media and/or making changes to the Luba advertising material. Proportional resizing of the advertising material and minor adjustments to the anchor text of a partner text link will not be considered changes. The Luba advertising material may only be used for the purposes provided for in this contract on the partner websites.

6.2. The partner is responsible for the content and functionality of the partner website itself and will not place any content during the term of this agreement that violates applicable law, morality, or third-party rights and/or could impair Luba’s reputation. …

  • Racism;
  • Glorification of violence and extremism of any kind;
  • Appeals and incitement to crimes and/or violations, threats to life, body, or property;
  • Incitement against persons or companies;
  • Statements that violate the personal rights, defamation, slander, and slander of users and third parties, as well as violations of the law of unfair competition;
  • copyrighted content or other violations of intellectual property;
  • Pornographic content and sexual harassment of users and third parties
  • Pyramid distribution systems or other supposed ways

that represent, affect, or contain guaranteed sources of income. Such content may not be integrated into the partner website itself or linked from the partner website to relevant content on other websites.

6.3. Any form of abuse, i.e. generating sales opportunities through unfair methods or improper means that violate applicable law and/or these terms, is prohibited. In particular, the partner is prohibited, alone or through a third party, from attempting to generate revenue through one or more of the following practices or to grant distribution opportunities to the partner:

  • Simulation of sales that did not actually occur, e.g. through the unauthorized use of another’s name or the provision of false or non-existent data when ordering goods on the Luba website
  • Use of advertising formats that allow tracking but do not display the Luba advertising material, imperceptibly or not in the specified form and/or size;
  • Cookie dropping: Cookies may not be set when visiting the website, but only when the user has voluntarily and consciously clicked on the Luba advertising material on the partner website;
  • Other forms of partner fraud (especially cookie samming, forced clicks, affiliate hopping), as well as the use of layers, add-ons, iframes and post-view technologies to increase sales opportunities;
  • Use of Luba or the rights of another person, in particular trademarks, protected terms, for example in search engines, advertisements or the promotion of the partner website without the express prior written consent of Luba;
  • Displaying Google ads with partner links

6.4. The use of words such as “discount code”, “voucher” and the like in connection with the partner program requires prior written approval. The partner is prohibited from presenting websites on the Internet that could be confused with LUBA or manufacturer websites of products offered by LUBA. In particular, the partner may not copy the Luba website, landing pages or other appearances or adopt graphics, texts or other content from Luba without written approval. The partner must avoid giving the impression that the partner website is a Luba project or that its operator is commercially connected to Luba in a way that goes beyond the partner program and this agreement. Any use of materials or content from Luba’s performance as well as their logos or trademarks by the partner requires prior written approval from Luba.

6.5. The partner agrees to operate the partner website in compliance with applicable law and in particular to display an adequate imprint.

6.6. E-mail advertising that contains Luba products or otherwise advertises Luba products may only be sent if all recipients of the e-mail advertising have agreed by double opt-in verification of the e-mail address and this has been correctly documented.

6.7. The partner will immediately remove Luba advertising material from the partner website when requested to do so by Luba. This applies in particular to websites and additional advertising media in which Luba no longer wishes to have the Luba advertising material for any reason.

6.8. The partner waives any reference to Luba and Luba products in any application of the partner website. In particular, the partner will not display context-related ads (including Google AdWords or AdSense) labeled as “Luba” or serving as a result of the use of the keyword “Luba”. The same applies to the names of Luba products without prior written approval.

6.9. The Partner agrees not to carry out any electronic attacks on the tracking system and Luba’s websites. In particular, attempts to overcome, bypass, or otherwise overwrite the security mechanisms of the tracking system, the use of computer programs for automatic data reading, the use and/or distribution of viruses, worms, trojans, brute force attacks, spam, or the use of other links, programs, or procedures that could damage the tracking system, the partner program, or a participant of the partner program are prohibited.

 

7. Compensation

7.1. The Partner receives performance-based compensation from Luba for sales made on the Luba website and attributable to the Partner.

7.2. The right to compensation arises only under the following conditions:

  • a sale of an end customer with Luba has occurred due to the Partner’s advertising activity;
  • the sale was tracked by Luba (“tracked”);
  • the purchased product was not returned within the deadline specified in Section 7.3 and
  • There is no abuse as defined in Section 6.3 of these Terms and Conditions.

7.3. A sale is considered a completed order when it is generated on the website operated by Luba by an end customer and paid for by the end customer. Refunds, for whatever reason, reduce the amount used as the calculation basis for the commission. If the end customer has not paid or their payments are fully refunded, the sale is recognized and is not commissionable. Reversals occurring more than 8 weeks after the end customer’s payment are not taken into account.

7.4. Orders placed by the Partner or their family members are not eligible for compensation.

7.5. Orders that are not remunerated are the result of referrals generated through partner websites or other advertising spaces where Luba has asked the partner to remove the advertising material (Section 6.7).

7.6. The decisive factor in determining whether a sale was generated by a referral is the tracking system used by Luba. Unless otherwise specified in the partner program or individual campaigns, the “Last Cookie Wins” principle applies for a cookie duration of 30 days. Luba is not liable for payment if Luba or a third party causes a failure of the tracking system or another disruption.

7.7. The amount of compensation depends on the commission indicated in the respective campaign at the time of sale.

7.8. Upon request, Luba will provide the Partner with a statement of compensation claims. If the Partner disagrees with a settlement, they must submit their objections in writing to Luba within four weeks of receiving the statement. After this period, the settlement is considered correct.

7.9. Compensation claims are due every two months after the end of the month, but only from a commission sum of 100 Euros.

7.10. Payment is made by transfer with debt-discharging effect to the bank account specified by the Partner in their customer account. All bank charges (e.g., foreign bank accounts) are charged to the Partner.

7.11. The stated commission is net and will be paid plus value-added tax.

 

8. Liability

8.1. Unlimited liability: Luba is liable for intent and gross negligence, and according to the Product Liability Act. For slight negligence, Luba is liable for damages resulting from injuries to life, body, and health of persons.

8.2. Furthermore, the following limited liability applies: In case of slight negligence, Luba is only liable for the violation of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the partner can regularly rely (cardinal duty). Liability for slight negligence is limited to the amount of damage foreseeable at the time the contract was concluded, the occurrence of which is typically to be expected.

8.3. No further liability exists on the part of Luba.

8.4. The above limitation of liability also applies to the personal liability of employees, agents, and organs of Luba.

 

9. Indemnity claim/Contractual penalty

9.1. The partner indemnifies Luba and its employees or agents against all claims by third parties arising from the alleged or actual infringement and/or violation of third-party rights by the partner in connection with the partner program. In addition, the contracting party undertakes to reimburse all costs incurred by Luba as a result of such a claim by third parties. Reimbursable costs include the costs of proper legal defense.

9.2. The partner undertakes to pay a contractual penalty for each case of misuse according to Section 6.3, to be determined by Luba at its discretion and subject to judicial review in the event of a dispute. The penalty will not exceed twelve times the partner’s highest monthly income within the six months preceding the misuse. Further claims for damages by Luba remain unaffected by this provision.

 

10. Rights of use

10.1. The Luba advertising materials and other content of Luba are protected by copyright and/or other industrial property rights. For the duration and purpose of this agreement, Luba grants the partner a simple and non-exclusive right to use the advertising materials. Proportional resizing of the advertising media and possibly minor adjustments in the anchor text of a partner text link are permissible.

10.2. Any modification, reproduction, distribution, or public reproduction of the Luba advertising material or a part of essential nature and scope requires the prior written consent of Luba, provided it goes beyond the scope of application granted in paragraph 1.

 

11. Confidentiality

11.1. The partner undertakes to treat all information from the trade and business secrets of Luba or other confidential information confidentially for an indefinite period (also beyond the end of this agreement) and only for the purposes of the agreement and in particular not to pass them on to third parties or otherwise exploit them. If information is considered confidential by Luba, the irrevocable assumption is that it is a trade or business secret.

11.2. The content of this contract and the accompanying documents are to be treated as confidential (as trade and business secrets) by the partner.

11.3. The partner obligates its employees and others whom it uses to fulfill its contractual obligations to maintain confidentiality in accordance with the preceding paragraphs 1 and 2 and obligates them in the same way.

 

12. Contract duration/Termination/End of the contract/Blocking

12.1. The contract runs for an indefinite period and can be terminated by both parties at any time without notice and without giving reasons.

12.2. In addition, the right of the parties to terminate the contractual relationship for good cause by extraordinary termination remains unaffected. For Luba, there is an important reason for extraordinary termination, in particular in the following cases:

  • serious breach of the obligations of this contract by the partner, in particular a breach of clauses 6.2, 6.4 and/or 6.8;
  • Violation of the obligations of this contract and non-compliance or termination of the contractual violation despite corresponding request from Luba;
  • an abuse case within the meaning of clause 6.3.

12.3. Termination can be made by email. The termination announced by Luba by email is considered on the day of sending to the email address of the partner stored in the account. Luba can also terminate the termination by restricting access to the customer’s account. The contract is terminated upon receipt of the termination. Alternatively, a written termination can be delivered by mail.

12.4. After termination of the contract, the partner is obliged to remove all advertising material and other links and content from Luba immediately from the partner website. The revenue generated after the end of the contract does not lead to a payment obligation.

12.5. Instead of termination, Luba can block the customer account in the case of clause 12.2. This also applies if there is only a reasonable suspicion of abuse according to clause 6.3. Luba will inform the partner of the reason for the suspension. Luba will lift the suspension as soon as the reasons for the suspension have been clarified and finally eliminated. The revenue generated during the suspension period does not lead to a payment obligation.

 

13. Data storage and data protection

LUBA’s data protection provisions are accepted at the beginning of the partnership. The privacy policy of Luba can be found here: https://angel-juicer.co.uk/datenschutzerklaerung.

 

14. Final provisions

14.1. If the contract contains invalid provisions, the validity of the rest of the contract remains unaffected.

14.2. Luba reserves the right to change these terms at any time. All changes will be communicated to the partner by email. If the partner does not agree with the changes, they are entitled to notify Luba of this within four weeks of receiving the amendment notice. In this case, Luba has a special right of termination. If such notification is not given within this period, the changes are considered accepted and come into force upon the expiration of the period.

14.3. German law applies exclusively to the present contract, excluding sales law.

14.4. If the partner is a merchant, a legal entity under public law, or a special fund under public law, Nottingham is the place of jurisdiction for all disputes arising from or in connection with contracts between Luba and the partner.

 

As of: 24.03.2023