These are our complete Affiliate / Publisher Terms & Conditions. Please read these terms carefully. By submitting the application form you agree to be bound to the Terms & Conditions set out in this agreement.
1. Applicability
These purchase conditions apply to all quotations, offers, orders and agreements regarding goods to be delivered, and services to be rendered ("Agreement(s)"), whereby Geniads B.V. (“Geniads”) acts as purchaser or acquirer of goods and/or services in connection with marketing campaigns ("Supplies") as delivered by publisher (“Publisher").
2. Concluding an Agreement / Delivery of Supplies
2.1 Agreements between Geniads and Publisher will be concluded after the Publisher has been registered on the Geniads online platform (“Dashboard”).
2.2 Through its Dashboard, Geniads provides the possibility for Publisher to generate Supplies for by Publisher selected clients of Geniads (“Advertiser(s)”) and/ or marketing campaigns. Geniads retains the right to decide which Advertisers and/ or marketing campaigns are made available to which individual Publisher. Geniads retains the right to change, redefine or terminate provided information (including but not limited to possible Advertisers and marketing campaigns) on its Dashboard..
2.3 Delivery of Supplies by Publisher will only be considered as accepted by Geniads, if the Supplies have been accepted by the Advertisers (not to be confused with the confirmation of receipt of Geniads). Advertisers may accept or reject the Supplies at their own discretion. The Publisher acknowledge and accepts that Advertisers may reject the Supplies and that the acceptance procedure will take 15 days.
3. Quality of the Supplies / Obligations Publisher
3.1 Publisher warrants that the Supplies are suitable for the use of Geniads and Advertisers in question. Publisher guarantees that the Supplies will comply fully with the stated specifications on the Dashboard regarding the properties and qualities of the Supplies, and meet the standards applicable in the Publishers’ branch of industry.
3.2 Publisher shall only apply the allowed traffic types or generations mechanisms listed on the Dashboard. The Publisher undertakes to refrain from invalid traffic types or generation mechanisms.
3.3 Publisher undertakes to refrain from using media channels which contain content of illegal activities, violent, pornographic, erotic, pedophilia, religious, political or racist nature and the like.
3.4 Publisher is not entitled to being admitted as Respondent (as hereinafter defined in article 4.1).
3.5 Publisher warrants that its profile on the Dashboard is correct and complete. If applicable, Publisher shall submit its VAT registration number. If Publisher’s profile changes after registration, the Publisher will notify Geniads immediately and shall adjust its profile.
4. Privacy
4.1 Publisher generates Supplies by collecting data of respondents (“Respondents”) who gave their permission to use these data. Publisher warrants to supply, at a minimum, the following information to all Respondents:
4.2 In addition to article 4.1, Publisher’s processing of personal data shall at all times comply with the applicable Dutch regulations (Wet bescherming persoonsgegevens) on the automated processing of personal data, vis-à-vis the competent bodies and, more generally, to be liable for all obligations imposed by the said regulations.
5. Intellectual property rights
5.1 Publisher guarantees that the Supplies shall not infringe any patent rights, trademark rights, model rights, copyrights or other intellectual property rights of Geniads or any third parties and indemnifies Geniads with regard to any (alleged) claim, action or proceedings in this respect.
5.2 If the Supplies contain intellectual property rights, then these are hereby transferred to Geniads, whereas Geniads hereby accepts these rights.
6. Rejecting Supplies / Suspend payment obligation / Termination
In case of a breach of the requirements referred to in article 3, 4 and 5, Geniads is entitled to reject Supplies (retrospectively), suspend its payment obligations or terminate an Agreement (which includes denying access to the Dashboard) with immediate effect, without requiring a notice or judicial intervention and without prejudice to Geniads’ other rights towards the Publisher.
7. Prices / Payment
7.1 Remunerations are fixed and excluding VAT.
7.2 Geniads monitors and records the Supplies which have been accepted by Advertisers ("Tracking"). Only the Tracking by Geniads is decisive for the identification of the calculation of the remuneration. Geniads shall provide the Tracking information monthly on the Dashboard (“Tracking Date”).
7.3 Geniads will credit the remunerations to Publisher without requiring an invoice. Geniads will only credit the remunerations after the Supplies have passed the Tracking as referred to in article 7.2.
7.4 These purchase conditions apply to all quotations, offers, orders and agreements regarding goods to be delivered, and services to be rendered ("Agreement(s)"), whereby Geniads B.V. (“Geniads”) acts as purchaser or acquirer of goods and/or services in connection with marketing campaigns ("Supplies") as delivered by publisher (“Publisher”).
7.5 Geniads retains the right to reject Supplies retrospectively. If previously accepted Supplies are rejected for any reason (including the event of non-compliance with any of the requirements referred to in article 3, 4 and 5), the Publisher loses the right to payment for these Supplies. If the Supplies have already been paid for by Geniads, the Publisher will return the amounts in question within 10 calendar days of date of the rejection by Geniads.
7.6 Without prejudice to its statutory rights and rights referred to in this article 7, Geniads shall pay the remunerations to the Publisher within 30 calendar days of the Invoice Date.
7.7 RPayment threshold is 500 euro. Credit invoices below 500 euro will be added up until the threshold is reached. When you want to close your account or stop doing business with Geniads, payment threshold of 500 euro is also applicable.
7.8 Currencies allowed are: Euro and US Dollar.
7.9 Payment methods allowed: Bank wire transfer, PayPal and Neteller. Any other payment method will be declined.
7.10 Geniads does not accept fraud traffic. If Geniads noticed any kind of fraud traffic, Geniads will block your account and will not pay for any traffic.
8. Liability
8.1 Publisher is liable for, and shall indemnify Geniads against, all loss and/or damage incurred by Geniads, arising from or related to a culpable failure on the part of the Publisher to fulfil any obligation arising from an Agreement or arising from an unlawful act committed by the Publisher against Geniads, its subordinates or third parties.
8.2 In the event of liability of Publisher as referred to in these purchase conditions, the Publisher shall also be liable for any judicial and extra-judicial costs, reasonably incurred by Geniads to obtain settlement of its claim in addition to which Geniads in any case will be entitled to charge the Publisher 10% of the total claim with a minimum of € 250 for extra-judicial costs, such unless the real extra-juridical costs are higher and such also to encourage the proper performance by the Publisher.
8.3 In the event of a culpable failure on the part of Geniads to fulfil any obligation arising from or related to an Agreement or in the event of an unlawful act committed by Geniads, Geniads’s liability shall in all cases be limited to direct loss or damage amounting to € 5.000,- per event or series of events with the same cause of damage or to the total remuneration due in the preceding calendar year (excluding VAT) (whatever is the lower). Liability for indirect loss or damage (including but not limited to loss of profit, loss of revenue, loss of use and loss of opportunity) is excluded. A limitation of liability within the meaning of this article does not apply to loss or damage resulting from consciousness recklessness or wilful misconduct on the part of Geniads or it managerial personal.
9. Confidentiality
The Publisher shall not disclose third parties with any information (including but not limited to agreed remuneration) received by in the context of the Agreement, without Geniads’ written approval. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 10,000 per breach and off € 1,000 for each day that the breach continues, without prejudice to Geniads’ other rights towards the Publisher.
10. Non-Competition
During a period of 3 months after Publisher has received remunerations of Geniads, Publisher (as well one of its group companies for the purposes of Article 2:24b Dutch Civil Code) shall refrain from approaching Advertisers and shall neither directly, nor through the intermediation of any third party conclude marketing agreements with Advertisers in the broadest sense of the word. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 10,000 per breach and off € 1,000 for each day that the breach continues, without prejudice to Geniads’ other rights towards the Publisher.
11. Applicable law, Competent Court
11.1 Dutch law shall apply to all Agreements between Geniads and the Publisher, with the exception of the Vienna Sales Convention.
11.2 Any dispute arising between the parties will be judged by the competent court in the Netherlands.
11.3 Geniads can amend these purchase conditions. Amendments and such will come into effect 30 days after the date of sending the amended conditions by Geniads to the Publisher, unless Publisher registers a notice of objection.
12. Notices
All notices served under this Agreement will be in writing via email or registered mail to the following addresses:
For Client:
[insert contact details]
For Geniads:
Geniads B.V.
Stadionstraat 11-C-10
4815 NC, Breda
Netherlands
Notices will be deemed received upon the earlier of the date of confirmed receipt or actual delivery.
13. Miscellaneous
13.1 This Agreement represents the entire understanding between the Parties. No other prior arrangements, representations or understandings, whether orally or in writing, will have any validity.
13.2 This Agreement shall not be modified except in writing signed by both Parties. Illegality or un-enforceability of any portion or part of this Agreement shall not affect the legality or enforceability of the entire Agreement. The Parties agree to substitute in good faith any illegal or unenforceable portions or parts hereof by valid provisions of the same or similar content.
13.3 No waiver of any breach, or failure or delay to enforce any term, of this Agreement will constitute a relinquishment of that Party’s right to future performance of such terms, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.
13.4 Partner shall not have the right to assign, pledge, license, or otherwise transfer this Agreement or any of its rights, obligations or liabilities hereunder, in whole or in part, by operation of law or otherwise, unless the prior written consent of Geniads has been obtained prior to such assignment.
13.5 Nothing herein contained shall be construed or deemed to constitute a partnership, agency or joint venture between the Parties hereto
13.6 The Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Disputes in relation to the Agreement shall be brought for the competent court in Amsterdam, the Netherlands.
8.1 Publisher is liable for, and shall indemnify Geniads against, all loss and/or damage incurred by Geniads, arising from or related to a culpable failure on the part of the Publisher to fulfil any obligation arising from an Agreement or arising from an unlawful act committed by the Publisher against Geniads, its subordinates or third parties.
8.2 In the event of liability of Publisher as referred to in these purchase conditions, the Publisher shall also be liable for any judicial and extra-judicial costs, reasonably incurred by Geniads to obtain settlement of its claim in addition to which Geniads in any case will be entitled to charge the Publisher 10% of the total claim with a minimum of € 250 for extra-judicial costs, such unless the real extra-juridical costs are higher and such also to encourage the proper performance by the Publisher.
8.3 In the event of a culpable failure on the part of Geniads to fulfil any obligation arising from or related to an Agreement or in the event of an unlawful act committed by Geniads, Geniads’s liability shall in all cases be limited to direct loss or damage amounting to € 5.000,- per event or series of events with the same cause of damage or to the total remuneration due in the preceding calendar year (excluding VAT) (whatever is the lower). Liability for indirect loss or damage (including but not limited to loss of profit, loss of revenue, loss of use and loss of opportunity) is excluded. A limitation of liability within the meaning of this article does not apply to loss or damage resulting from consciousness recklessness or wilful misconduct on the part of Geniads or it managerial personal.
9. Confidentiality
The Publisher shall not disclose third parties with any information (including but not limited to agreed remuneration) received by in the context of the Agreement, without Geniads’ written approval. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 10,000 per breach and off € 1,000 for each day that the breach continues, without prejudice to Geniads’ other rights towards the Publisher.
10. Non-Competition
During a period of 3 months after Publisher has received remunerations of Geniads, Publisher (as well one of its group companies for the purposes of Article 2:24b Dutch Civil Code) shall refrain from approaching Advertisers and shall neither directly, nor through the intermediation of any third party conclude marketing agreements with Advertisers in the broadest sense of the word. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 10,000 per breach and off € 1,000 for each day that the breach continues, without prejudice to Geniads’ other rights towards the Publisher.
11. Applicable law, Competent Court
11.1 Dutch law shall apply to all Agreements between Geniads and the Publisher, with the exception of the Vienna Sales Convention.
11.2 Any dispute arising between the parties will be judged by the competent court in the Netherlands.
11.3 Geniads can amend these purchase conditions. Amendments and such will come into effect 30 days after the date of sending the amended conditions by Geniads to the Publisher, unless Publisher registers a notice of objection.
12. Notices
All notices served under this Agreement will be in writing via email or registered mail to the following addresses:
For Client:
[insert contact details]
For Geniads:
Geniads B.V.
Stadionstraat 11-C-10
4815 NC, Breda
Netherlands
Notices will be deemed received upon the earlier of the date of confirmed receipt or actual delivery.
13. Miscellaneous
13.1 This Agreement represents the entire understanding between the Parties. No other prior arrangements, representations or understandings, whether orally or in writing, will have any validity.
13.2 This Agreement shall not be modified except in writing signed by both Parties. Illegality or un-enforceability of any portion or part of this Agreement shall not affect the legality or enforceability of the entire Agreement. The Parties agree to substitute in good faith any illegal or unenforceable portions or parts hereof by valid provisions of the same or similar content.
13.3 No waiver of any breach, or failure or delay to enforce any term, of this Agreement will constitute a relinquishment of that Party’s right to future performance of such terms, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.
13.4 Partner shall not have the right to assign, pledge, license, or otherwise transfer this Agreement or any of its rights, obligations or liabilities hereunder, in whole or in part, by operation of law or otherwise, unless the prior written consent of Geniads has been obtained prior to such assignment.
13.5 Nothing herein contained shall be construed or deemed to constitute a partnership, agency or joint venture between the Parties hereto
13.6 The Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Disputes in relation to the Agreement shall be brought for the competent court in Amsterdam, the Netherlands.
All notices served under this Agreement will be in writing via email or registered mail to the following addresses:
For Client:
[insert contact details]
For Geniads:
Geniads B.V.
Stadionstraat 11-C-10
4815 NC, Breda
Netherlands
Notices will be deemed received upon the earlier of the date of confirmed receipt or actual delivery.