Affiliate programme terms and conditions

1.1    Vanakivi.ee affiliate programme is a programme, through which members can earn profit by adding links (banners, text links, etc.) that advertise products and services sold at vanakivi.ee online store to their website.

1.2    An Affiliate who has joined the affiliate programme shell be paid a fee for purchases made by customers who have arrived through link on the Affiliate's website.

1.3    The usual commissions rate shall be 3% the price of the product or service.

1.4    Joining the affiliate programme shall be free of charge and shall not bring about any permanent obligations.

2.1    Contractual parties shall be the owner of the website vanakivi.ee, Vanakivi Kaubandus OÜ (registry code 11541199, seat Sepa 21, Tartu 51013, telephone 734 6884, e-mail info@vanakivi.ee, hereinafter also referred to as “Merchant”), on the one side, and the advertiser of the Merchant’s website (hereinafter also referred to as “Affiliate”), on the other side.

2.2    These terms and conditions of the affiliate programme (hereinafter also referred to as “terms and conditions”) shall set out the rights and obligations between the Merchant and the Affiliate.

2.3    The Merchant shall have the right to unilaterally amend the terms and conditions partially or in full. The Merchant shall notify the Affiliate of changes to the terms and conditions via e-mail or through the Merchant’s website no later than 30 days before the changes come into effect. The changes shall come into effect as of publishing the new terms and conditions on the Merchant’s website.

2.4    In the event that the Affiliate does not agree to the changes to the terms and conditions, they shall be obligated to notify the Merchant thereof in a format which can be reproduced in writing. The notice shall be sent either by registered mail or via e-mail.

2.5    In the event of not agreeing to the changes to the terms and conditions, the Affiliate shall be obligated to cease advertising the Merchant’s products and services as well as information displayed on the Merchant’s website no later than on the date that the changes to the terms and conditions come into effect.

2.6    If the Affiliate does not agree to the changes to the terms and conditions, the Merchant shall have the right to close the Affiliate’s account.

2.7    In the event that the Affiliate continues presenting advertisements despite not agreeing to the changes to the terms and conditions, the Merchant shall not be obligated to pay a fee to the Affiliate, or the new effective terms and conditions shall be applied to the legal relationship between the Affiliate and the Merchant.

One prerequisite for applying the new terms and conditions shall be that the Affiliate confirms agreeing thereto in advance.

2.8    In the event that the Affiliate fails to notify the Merchant of their refusal to agree to the changes to the terms and conditions, the Affiliate shall be deemed to have agreed to the changes to the terms and conditions.

2.9    For all transactions carried out before the changes to the terms and conditions came into effect, the terms and conditions applicable at the time of the transaction shall be applied to the legal relationship between the Merchant and the Affiliate, unless the law or the terms and conditions provide otherwise.

2.10   In the event that the Merchant and the Affiliate agree on special terms and conditions, the respective agreement shall be entered into in writing.

2.11   Agreements that have not been entered into in writing shall not be binding on the parties.

3.1    Only a legal entity (OÜ, AS, MTÜ, etc.) or a self-employed person (FIE) can join the affiliate programme.

3.2    In order to join the affiliate programme, the applicant shall have to register at the Merchant’s website. For this, they shall complete the form available on the website, thoroughly examine the terms and conditions of the affiliate programme and confirm that they have examined the terms and conditions and agree to the terms and conditions.

3.3    The contact person of the Affiliate (representative of the person entering into the contract) indicated in the form shall have to be either a member of the management board of the legal entity who is an Affiliate, or a person authorised by a person competent to do so (digitally signed power of attorney shall be required).

3.4    Filling in the form by the Affiliate on the Merchant’s website shall be deemed to be the Affiliate’s declaration of intent for joining the Merchant’s affiliate programme.

3.5    The Affiliate shall be obligated to submit only accurate data to the Merchant. To submit additional information or further documents should the Merchant so require.

3.6    After completing the form and submitting additional information and documents (if necessary), the Merchant shall make a decision on joining the affiliate programme. The Merchant shall have the right to refuse to enter into a contract for any reason.

3.7    The Merchant shall notify the Affiliate of the decision via e-mail.

3.8    If the Merchant’s decision on joining the affiliate program is positive, the Affiliate shall get access to a personal affiliate programme account.

3.9    Contract between the Merchant and the Affiliate shall be deemed to have been entered into/become effective after the Merchant has made a positive decision and activated the affiliate programme account and the Affiliate has started to use the account.

4.1    The affiliate programme account (hereinafter also referred to as "account") is an account created personally for the Affiliate.

4.2    Each Affiliate may only have one account.

5.1    The Merchant shall pay to the Affiliate commissions from all sales (hereinafter also referred to as “order”), which have been placed through links on the Affiliate’s website, excluding orders that have been cancelled, left uncompleted or regarding which the buyer has returned the goods (e.g., 14-day right of return arising from the Law of Obligations Act) irrespective of the reason.

This condition has been established foremost for the avoidance of potential fraud (e.g., the Affiliate places or has someone place an order that they subsequently intentionally cancel, thereby earning commissions without actually making a purchase).

5.2    Referral of a customer to the Merchant’s website shall be registered with so-called cookies. Cookies are stored in the buyer’s computer and remain active for 30 days.

5.3    Commissions shall be calculated from all purchases made by the buyer within thirty days after the buyer was directed to the Merchant’s website. The buyer shall have to make the purchase from the same computer where cookies have been stored (from the computer using which the buyer was directed to the Merchant’s website).

5.4    Commissions shall not be paid from the cost of transport and other ancillary services.

5.5    Commissions shall be 3% of the price of the product or service, exclusive of value added tax.

5.6    Value added tax shall be added to the commissions if the Affiliate is a person liable to value added tax.

5.7    Commissions shall be transferred to the Affiliate’s account no later than 21 days after the completion of the order (delivery of the goods to the buyer).

5.8    Commissions amounts indicated in the affiliate programme account shall be exclusive of value added tax.

6.1    Commissions shall be calculated and payments shall be made in euros.

6.2    Commissions payments shall be based on the invoice to be submitted to the Merchant by the Affiliate.

6.3    The Affiliate may submit an invoice only on behalf of themselves (legal entity specified upon joining the affiliate programme), unless otherwise agreed.

6.4    The Affiliate shall submit an invoice to the Merchant once a month.

6.5    The Affiliate may submit an invoice to the Merchant more frequently than once a month, provided that at least 50 euros (exclusive of VAT) of commissions have accumulated.

6.6    The due date specified in the invoice may not arrive sooner than in 14 days after the date of submitting the invoice.

6.7    Amounts specified in the invoice shall be provided in euros.

6.8    The invoice shall be sent via e-mail to the Merchant’s address specified in these terms and conditions.

6.9    The invoice submitted by the Affiliate shall provide at least the following information:

6.9.1   invoice number and date of issue;

6.9.2   name and address of the Affiliate;

6.9.3   name, telephone number and e-mail address of the representative of the Affiliate (person specified upon registration);

6.9.4   bank details of the Affiliate: account number (IBAN), recipient’s bank (name of the bank, BIC or SWIFT code, also the address of the bank in case of cross-border payments);

6.9.5   value added tax identification number (only if the Affiliate is a person liable to value added tax);

6.9.6   name and address of the recipient of the invoice (Merchant);

6.9.7   name or description of the service (e.g. “advertising of website vanakivi.ee”);

6.9.8   price of the service (commissions amount requested to be paid);

6.9.9   value added tax rate and value added tax amount to be paid (only if the Affiliate is a person liable to value added tax).

6.10   Commissions payments to a bank account opened in a bank operating in the European Union shall be free of service charge.

6.11   In the event that the Affiliate wishes for the Merchant to make a commissions payment to a bank account opened in a bank operating outside the European Union, the Merchant shall have the right to withhold from the amount to be paid the cost of service charge established by the Merchant’s bank.

6.12   Payments to a PayPal account shall be free of service charge.

7.1    The Affiliate shall have the right to use the information and advertising materials (incl. product images, drawings and other photographic works, product descriptions and other textual works, website design elements, animations and other audio-visual works) displayed on the Merchant’s website solely for the purpose of advertising the Merchant’s website.

7.2    The use of information and advertising materials displayed on the Merchant’s website in advertisements that direct the customer to a website other than the Merchant’s website shall be prohibited.

7.3    The Affiliate shall have the right to advertise only on websites specified upon joining the affiliate programme. Advertising on other websites shall be permitted only with the Merchant’s written consent.

7.4    Sending advertisements through e-mail messages, SMS messages and other mass mailing shall be prohibited.

7.5    The Affiliate shall be prohibited from advertising on websites with the following content:

7.5.1   websites that incite national hatred, terrorism or warfare;

7.5.2   websites that carry discriminatory or offensive messages;

7.5.3   websites that carry political messages.

7.6    In the event that the concept of the Affiliate’s website changes in the course of the contract term in a manner that it becomes contradictory to these terms and conditions, the Affiliate shall be obligated to promptly cease advertising and to notify the Merchant thereof.

7.7    Advertising presented by the Affiliate shall comply with the following requirements:

7.7.1   advertising shall comply with all the statutory requirements, comply with the applicable social norms and the principles of good practice;

7.7.2   advertising shall not be misleading to the consumer;

7.7.3   advertising shall not be discriminatory or offensive;

7.7.4   advertising shall not incite national hatred, terrorism or warfare;

7.7.5   advertising shall not carry political messages;

7.7.6   advertising shall not be defamatory to third persons (for example, competitors of the Merchant);

7.7.7   advertising shall be presented in a manner that does not damage the Merchant’s reputation;

7.7.8   advertising shall be presented in a manner that directs the customer only to the Merchant’s website;

7.7.9   advertising shall be presented in a manner that it is clearly understood by the customer before clicking on the advertisement that clicking on a single word or part of a text in a specific field or text that is clearly distinguishable from the rest of the text takes the customer to the Merchant’s website;

7.7.10  advertising shall not be presented in a manner where the customer is directed to the Merchant’s website after clicking on a random place on the Affiliate’s website or immediately after entering the Affiliate’s website;

7.7.11  advertising shall not be presented in a manner as a result of which the customer is left with the impression that the goods and services offered on the Merchant’s website are sold or offered by the Affiliate or a third person;

7.7.12  advertising shall be presented in a manner as a result of which it is unambiguously understood by the customer that the products and services offered on the Merchant’s website are sold or offered by the Merchant;

7.7.13  the content of advertising shall be related to the content of the product, product group, service or other content of the Merchant’s website (e.g. blog post, user manuals, news, etc.) that the customer is directed to;

7.7.14  advertising and the message presented in the advertising shall comply with the terms and conditions applicable on the Merchant’s website;

7.7.15  the link generated for directing the customer shall include the correct personal tracking code assigned to the Affiliate.

7.8    The Affiliate shall be obligated to promptly notify the Merchant of any defects or malfunctions discovered on the Merchant’s website that may distort the calculation of commissions.

7.9    The Affiliate shall be obligated to notify the Merchant of events (e.g., changes to the Affiliate’s data) that may affect the legal relationships between the parties no later than within 7 days after the event takes place.

7.10   The Affiliate shall be obligated to promptly cease presenting advertising if they have received a respective request from the Merchant.

7.11   The Affiliate shall be obligated to compensate the Merchant for damages that have been caused by the wrongful behaviour of the Affiliate (e.g., advertising that misleads the consumer etc.). 

7.12   The Affiliate shall have the right to withdraw from the affiliate programme at any time.

7.13   In the event of withdrawing from the affiliate programme, the Affiliate shall be obligated to promptly cease presenting advertising on all the websites on which they advertised.

8.1    The Merchant shall have the right to prohibit the Affiliate from showing advertising that does not comply with the terms and conditions by sending a respective request to the e-mail address specified upon joining the affiliate programme.

8.2    The Merchant shall have the right to unilaterally cancel the contract without an advance notice and close the Affiliate’s account, provided that the Affiliate fails to remove advertising that does not comply with the terms and conditions or fails to comply with other requirements established with the terms and conditions.

8.3    The Merchant shall have the right to refuse to pay commissions to the Affiliate in the event that the Affiliate has earned commissions by presenting advertising that does not comply with the terms and conditions.

8.4    The Merchant shall not be obligated to pay commissions to the Affiliate in the event that the Affiliate continues to present advertising despite the Merchant having requested the termination of advertising or in the event that the Merchant has cancelled the contract and closed the Affiliate’s account.

8.5    The Merchant shall have the right to refuse to pay commissions in the event that commissions were calculated erroneously (e.g., technical error, someone’s ill will, or another mistake).

8.6    The Merchant shall not be liable for any damage (e.g., loss of commissions) incurred due to improperly constructed advertisements by the Affiliate (e.g., the Affiliate’s tracking code is incorrect).

8.7    The Merchant shall not be liable for costs and claims filed by third persons that may accompany advertising.

9.1    The Merchant shall use the personal data of the Affiliate that have become known to them (incl. name, telephone number, address, e-mail address, IP address, bank details, etc.) only in connection with the transactions carried out between the Merchant and the Affiliate.

9.2    The Merchant shall have the right to use the personal data of the Affiliate for conducting market research to be carried out for the purpose of improving the quality of services offered by the Merchant or for submitting offers or sending other information to the Affiliate.

9.3    The Merchant confirms that all the personal data of the Affiliate that have become known to the Merchant shall be treated as confidential information and be stored in a secure server.

10.1    Copyrights to all the works on the Merchant’s website (incl. product images, drawings and other photographic works, product descriptions and other textual works, website design elements, animations and other audio-visual works) shall belong to the Merchant, or the Merchant has previously obtained these, or the Merchant has obtained the right of use thereof.

10.2    Copyright shall also extend to these terms and conditions of the affiliate programme.

10.3    The use of any works on the Merchant’s website or copying (also partial copying) of these terms and conditions of the affiliate programme by a third person without the written consent of the Merchant shall be prohibited.

10.4    The person who uses the works or copies these terms and conditions of the affiliate programme without the written consent of the Merchant shall be obligated to pay a fee for using the works or copying (also partially copying) these terms and conditions of the affiliate programme. The amount of the fee shall be determined by the Merchant, taking account of the circumstances.

11.1    Disputes between the Merchant and the Affiliate shall be first attempted to be resolved by way of negotiations.

11.2    After failing to reach an agreement, the parties shall have recourse to the court.

11.3    In the event of having recourse to the court, the parties have agreed that the jurisdiction shall be the court of the Merchant’s seat.

12.1    The contract between the Merchant and the Affiliate shall be confidential. Disclosure of information associated with the transactions conducted between the parties to third persons shall be prohibited.

12.2    Legislative or regulatory provisions applicable in the Republic of Estonia shall be applied to these terms and conditions of the affiliate programme and the contractual relationships between the Merchant and the Affiliate.

12.3    These terms and conditions shall come into effect as of publishing thereof on the Merchant’s website.