TERMS OF SERVICE TO JOIN AS AFFILIATE!
Trust, respect… take it as our relationship proposal.
Last Update: 1st July, 2021.
1. The Agreement
1.1 This Affiliate Agreement (hereinafter called the "Agreement") is provided by Smart Home Need S.r.l., with registered office in Corso Milano 23, 20900 Monza, Italy (hereinafter also “SHN”).
1.2 The purpose of SHN Affiliate Programme is to reward Affiliates for any new Customers that they refer to Smart Home Need by properly advertising the www.smarthomeneed.com domain and associated services and products through legitimate methods.
1.3 The SHN Affiliate Programme is expressly a business-to-business relationship, and both SHN and the Affiliate enter into it in a business capacity.
1.4 The Agreement is a legal document that contains the complete terms and conditions that apply to the participation of an Affiliate to the SHN Affiliate Programme. This Agreement constitutes the entire agreement between SHN and the Affiliate and any pre-existing agreement or arrangement between SHN and the Affiliate shall be terminated forthwith upon completion of this Agreement.
1.5 By submitting the Affiliate Application Form, the Affiliate agrees that has read and understands the terms and conditions of this agreement and that agrees to be legally responsible for each and every term and condition.
The following definitions apply in this Agreement.
(A) “Affiliate”: firms, corporations, self-employed persons, or any other type of juridical person who has successfully completed a process of application and registration as the SHN’s Affiliate at www.smarthomeneed.tapfiliate.com.
(B) “Sub-Affiliate”: Affiliate that has joined the Affiliate Programme following a “Recruitment Link” provided by an Affiliate.
(C) “Sub-Affiliate2”: Affiliate that has joined the Affiliate Programme following a “Recruitment Link” provided by a Sub-Affiliate.
(D) “Affiliate Application Form”: the form, located at www.smarthomeneed.tapfiliate.com, that is completed by the Affiliate before or at the time of entry into this Agreement.
(E) “Affiliate Area”: the private area of the Affiliate, located at www.smarthomeneed.tapfiliate.com, where different information about the SHN Affiliate Programme like commissions, performance indicators, Referral Links and promotion materials can be accessed.
(F) “Affiliate Programme”: the programme set out by SHN, available at www.smarthomeneed.com/affiliates, and managed through a third-party service at www.smarthomeneed.tapfiliate.com.
(G) “Parties”: collectively, the parties to this Agreement (SHN and Affiliates). Individually, Parties are referred as "Party”.
(H) “Paid Subscription Plan”: any of the subscription plans available at www.smarthomeneed.com which require a monetary transaction.
(I) “Apparel”: any of the products available at www.smarthomeneed.com, in the “Made to Connect” Shop, which require a monetary transaction.
(J) “Prospect” and “Customer”: a Prospect is a person that gets to know SHN through the promotional activities of the Affiliate. A Prospect becomes a Customer after having subscribed to any of the Paid Subscription Plans offered by SHN, or after having purchased any Apparel.
(K) “Referral”: the referral of Prospects to SHN.
(L) “Referral Link”: the link shared by Affiliates when promoting SHN website and associated services and products.
(M) “Recruitment Link”: the link shared by Affiliates when inviting other potential Affiliates to join the Affiliate Programme.
(N) “SHN”: Smart Home Need S.r.l., with registered office in Corso Milano 23, 20900 Monza, Italy (hereinafter also “SHN”).
(O) “Website”: means www.smarthomeneed.com.
3. Relationship Establishment
3.1 Upon the submission and completion by the Affiliate of the Affiliate Application Form or execution by the Affiliate of this Agreement, SHN shall conduct a review of the Affiliate.
3.2 In the event SHN is willing to enter into this Agreement with the Affiliate, SHN’s authorized representative will notify the Affiliate about the approval.
3.3 In the event that the Affiliate does not provide the minimum information needed by SHN to conduct the review of the application, the application will be rejected and the Affiliate will receive a notification. The Affiliate, as soon as reasonably possible, should provide the missing information to SHN that will reactivate the verification process.
3.4 In the event that SHN decides for any reason to definitely reject the application, the Affiliate will be disapproved, will receive a notification, and should abstain from reapplying. SHN may reject an application if it is considered that the Affiliate activity is not in line with SHN values and goals, promotes sexually explicit materials, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law, is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion, contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3.5 The Affiliate shall always maintain the Affiliate Area updated with up to date and correct information. As further explained in Clause 7.9, in case of any major change that impacts the relationship between the Parties, the Affiliate should immediately notify SHN about such changes, by sending an email to email@example.com.
3.6 The relationship between SHN and the Affiliate shall be that of independent parties. Nothing in this Agreement is intended to, or shall be deemed to, establish an employee-employer relationship, any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
3.7 The Affiliate shall not use the name of SHN in answering its telephone or in any other ways represent that it is associated with SHN other than in a relationship of an Affiliate.
3.8 The Affiliate confirms that is acting on its own behalf and for solely own benefit and not for the benefit of any other person.
4. Legitimate Promotion Methods
4.1 In consideration of the commissions payable by SHN, the Affiliate agrees to serve as a point of Referral and facilitator for the purposes of introducing Prospects to SHN by using one or a combination of the following methods:
(A) Provide a link from its own website to the Website.
(B) Share the promotion materials supplied by SHN, and available in the Affiliate Area, both through online and offline communication channels like social platforms, webinars, podcasts, websites, blogs and physical events.
(C) Share the Coupon Code provided by SHN, and available in the Affiliate Area, both through online and offline communication channels like social platforms, webinars, podcasts, websites, blogs and physical events.
4.2 A non-exhaustive list of examples of improper advertising shall include but not be limited to:
(A) Forcing cookies through iframes.
(B) Advertising through third party networks, with special mention to those third party networks engaged in activities that are not in line with SHN values and goals and listed in Clause 3.4 above; with the exception arising from Clause 4.3 below.
(C) Brand bidding (including misspells) for PPC advertising.
(D) Including SHN affiliate link within Unsolicited Commercial Email (UCE) or SPAM.
(E) Including SHN in search adverts.
4.3 Affiliates are permitted to promote SHN through various social media communities, as a limited exception to Clause 4.2.C above. However, Affiliates are not permitted to create groups or specific web pages in social communities whereby they purport or hold themselves out to be representatives of SHN.
4.4 The Affiliate shall provide true, fair and accurate information to Prospects and Customers in relation to SHN Services.
4.5 The Affiliate shall comply with any business-related instructions or directions by SHN in carrying out the promotional activities.
4.6 The Affiliate shall not approach any Prospect or Customer, or distribute any advertising or marketing materials whatsoever about SHN, in any Banned Jurisdictions, or outside the scope permitted by this Agreement.
4.7 The Affiliate shall not allow its interests to conflict with its duties under this Agreement and shall comply with all reasonable and lawful instructions of SHN.
4.8 The Affiliate shall use only promotional materials relating to SHN, as is provided to the Affiliate by SHN. The Affiliate shall not produce any such material autonomously.
4.9 No exclusivity is granted to the Affiliate by virtue of this Agreement.
4.10 The promotional activities provided by the Affiliate are provided at its own cost and risk. Any investment in terms of either time, efforts or financial resources made by the Affiliate to perform this Agreement is intended to be free choice and at own risk of the Affiliate, and therefore SHN shall not be considered responsible for that under any circumstance, including the scenario of termination of this Agreement itself among the Parties.
4.11 SHN reserves the right to conclude that the Affiliate has engaged in an improper method of advertising according to SHN standards, at its sole discretion. SHN may come to such a conclusion even if it is based upon SHN opinion or mere suspicion or belief and is without any duty on SHN to prove that SHN opinion or suspicion is well-founded; and even if SHN opinion is proven not to be well-founded or if other hosting/domain name companies have not deemed it to be an improper method of advertising.
4.12 Any Affiliate found to be adopting improper methods of advertising for the purpose of the Programme shall be deemed to have been in breach of this Agreement and shall have their Affiliate status revoked. Such an Affiliate will therefore immediately cease in being an Affiliate of SHN.
4.13 Any sales that have been generated through improper advertising will not qualify for commission or credit from SHN.
4.14 Any Affiliate found to be utilising any improper method of advertising may be required to pay back any such commission that has been paid by SHN to them. If SHN elects not to enforce this right it shall not be deemed to be a waiver of any other rights that it may have under this Agreement.
5. Commissions and Payments
5.1 Once Prospects arrive at SHN website having followed the Referral Link provided by the Affiliate, their actions on SHN website will be tracked for 30 days using a cookie. The Affiliate will earn commission on any Paid Subscription Plan to which Prospects register, and on any Apparel that Prospects purchase, during the 30 day period. SHN will not be responsible for commissions missed due to the cookie being deleted or blocked or in any other way failing to track the Prospect from the Referral Link.
5.2 In the event that multiple cookies from multiple active affiliates are present at the time of a purchase, the last cookie shall prevail in determining the commissionable Affiliate.
5.3 SHN is under no obligation whatsoever to pay any commission to any Affiliate who does not strictly follow this Agreement.
5.4 SHN reserves the right to take legal action against any Affiliate that commits fraud, or conspiracy to defraud and to recover any commissions paid to an Affiliate which was earned as a result of such fraud. For the purposes of this agreement fraud shall include but not be limited to wittingly violating the terms of this Agreement.
5.5 SHN will proceed with the payments of the commissions on the second working Monday of each quarter. SHN will only make a payment to the Affiliate when the level of commission due at the end of a given calendar quarter is equal or above the commission balance threshold of €15. Affiliates that do not reach the €15 commission balance threshold at the payment date, will not lose their accrued commission, instead this commission will be carried over and applied to the next payment date. This process shall continue until the Affiliate reaches the commission balance threshold.
5.6 SHN reserves the sole right to change the commission balance threshold at any time. In the event of a commission balance threshold change, or a payment recurrence change, SHN shall notify all its Affiliates of the change beforehand. If any modification to the commission balance threshold or the Agreement as a whole is not acceptable to an Affiliate, the Affiliate shall be entitled to terminate this Agreement. The Affiliate’s continuing participation in the Programme constitutes its acceptance of any change to the commission balance threshold or to any other part of this Agreement.
5.7 Payments will be done through wire transfer and PayPal. Before the date of any commission payment, the Affiliate shall ensure that all the profile and pay-out fields available in the Affiliate Area, which are inherited from the Affiliate Application Form, are completed. Within the 5 working days of each quarter, the Affiliate that accumulates a total of non-payed commissions with a value equal or greater than the threshold specified in Caluse 5.5 should also provide an invoice to SHN; such invoice must include the total of non-payed commissions in Euro and all the fiscal details required by law to proceed with a payment. The Affiliate understands and agrees that SHN reserves the right to withhold any commission and any other payments if the invoice is not received within the timeframe specified, or if any of the profile and pay-out fields are not available, or are incorrect.
5.8 Affiliates will be paid Commissions (8% of total transaction value) for all new Paid Subscription Plans completed through their Referrals.
5.9 Affiliates will be paid Commissions (4% of total transaction value) for all new Paid Subscription Plans completed through the Referrals done by Sub-Affiliates.
5.10 Affiliates will be paid Commissions (2% of total transaction value) for all new Paid Subscription Plans completed through the Referrals done by Sub-Affiliates2.
5.11 Affiliates will be paid Commissions (3% of total transaction value) for all Apparel sales completed through their Referrals.
5.12 Affiliates will not receive Commissions deriving from the purchase of Paid Subscription Plans and Apparel referred and used by themselves.
5.13 The rates of commission payable to the Affiliate from time to time shall be published on the Affiliate Area. In the event of a commission rate change, SHN shall notify all its affiliates of the change beforehand. If any modification to the commission rate or the Agreement as a whole is not acceptable to an Affiliate, the Affiliate shall be entitled to terminate this Agreement. The Affiliate’s continuing participation in the Programme constitutes its acceptance of any change to the commission rate or to any other part of this Agreement.
5.14 SHN shall have the right to reject, in its sole and absolute discretion, any of the Traffic Sources used by the Affiliate. The Affiliate shall, immediately upon receipt from SHN of a notification to that effect, cease using the Traffic Sources identified by SHN for the purposes of providing services under this Agreement.
6. Relationship with Prospects and Customers
6.1 Affiliate shall not represent itself as SHN or any member of SHN and should specify on its website (if it has any) of the nature of the relationship.
6.2 Affiliate will not attempt to bind SHN or any member of SHN in any manner and not to use any trademarks or signs of SHN without prior written consent of SHN.
6.3 Affiliate acknowledges that all Prospects brought to SHN by the Affiliate are SHN’s Customers. Upon termination of this agreement the Customers will remain SHN’s Customers.
6.4 Affiliate shall adhere to SHN advertising restrictions and policies as detailed on Clause 4 of this Agreement. Such terms may be adjusted by SHN at its sole discretion.
6.5 Affiliate shall ensure that there is no conflict of interest between Affiliate and any Prospect and Customer in connection with the subject of this Agreement.
7. Compliance with Laws and Policies
7.1 Each Party shall, at its own expense, comply with the Applicable Laws and Regulations relating to its activities under this Agreement, as they may change from time to time.
7.2 The Affiliate shall ensure that all communications in which it engages in the course of the promotional activities (whether oral, written, electronic or otherwise and through whatever mode or medium), are fair, clear, not misleading and not aggressive and that nothing in its communication or interaction with any Prospect and Customer, will be untrue, unfair, misleading or aggressive. The Affiliate agrees and accepts that this will be the subject of assessment at regular intervals by SHN, as deemed appropriate by the Company at its sole discretion. The Affiliate undertakes to cooperate fully with SHN at all times and to provide all such documentation, records of communication as well as other information and clarifications that may be required by SHN in order to enable SHN to undertake such assessments.
7.3 The Affiliate shall not engage in any conduct which gives the impression that the regulated status of SHN applies to the Affiliate, or that the Services provided by SHN are provided by the Affiliate.
7.4 The Affiliate is and remains responsible at all times to ensure that any material, documents or information provided by SHN are in accordance with the laws of the country in which such material, documents or information are marketed or used or are to be marketed or used.
7.5 The Affiliate agrees and accepts not to engage or encourage directly or indirectly in any conduct that may be construed to be an act of bribery or corruption of any government or public official or any other executive (including indicatively corporate executives) who can make, direct or influence a decision, and to comply with all laws, statutes and regulations relating to anti-money laundering and corruption which are applicable to it.
7.6 The Affiliate shall on no occasion make or offer a payment in money or in kind, or otherwise offer or accept any inducement seeking to: (a) obtain or retain business; (b) obtain a share/percentage in the payment; or (c) induce someone to behave improperly, irrespective of whether they are government, public or private sector officials or employees.
7.7 Without prejudice to the provisions of Clause 7.8 below, when introducing Prospects, the Affiliate hereby undertakes not to refer any Prospect which it knows or believes or reasonably should have known or believed may be involved in any money-laundering or terrorist financing activities.
7.8 The Affiliate shall provide SHN with any information SHN deems as necessary in relation to its obligation to undertake an assessment of the Affiliate with respect to money laundering risk.
7.9 The Affiliate shall update SHN by written notice sending an email to firstname.lastname@example.org, as soon as possible, about any change (whether actioned or expected) in its corporate, financial and legal status and with respect to any regulatory, judicial, police or other investigations in its affairs or affairs of its shareholders and key personnel.
8. Obligations of SHN
8.1 SHN shall use its reasonable efforts to provide the Affiliate with the information the Affiliate reasonably requests in writing in order to carry out its duties.
8.2 SHN shall not be responsible for any costs incurred by the Affiliate unless such costs have been agreed by SHN in writing, in advance.
8.3 SHN shall:
(A) Be under no obligation to follow up on any Referral made by the Affiliate.
(B) Have the entire discretion to reject any Prospect or to terminate any Customer referred to it by the Affiliate for any reason that it deems appropriate, including without limitation for matters pertaining to its commercial policy or regulatory compliance with the Applicable Laws and Regulations.
(C) Have the full and sole right to decline any Prospect or actual Customer that fails the SHN’s assessments and requirements for knowledge and experience as well as for the reason of anti-money laundering and financial crime prevention.
9. Representations and Warranties
9.1 The Affiliate, hereby represents and warrants to SHN as follows
(A) It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to provide the promotional activities contemplated hereunder and that there are no other undertakings or agreements preventing it from committing itself in accordance with this Agreement and performing its obligations hereunder.
(B) The execution and delivery of this Agreement, and the performance by the Affiliate of its obligations hereunder, have been duly authorized by its relevant governance bodies in accordance with applicable law and its internal statutes and regulations.
(C) This Agreement, upon execution and delivery by SHN and the Affiliate, will constitute the legal, valid and binding obligations of the Affiliate, enforceable against the Affiliate in accordance with its terms.
(D) The Affiliate and its shareholders, Board of Directors and key staff have not been subject to any legal or regulatory investigations or been subject to any sanctions or fines or other penalties for breaches of the Applicable Laws and Regulations applicable to it, including without limitation, any fines or sanctions for breaches of and financial services laws and regulations.
9.2 The Affiliate hereby warrants and undertakes that the information provided on the Affiliate Application Form is true, fair, complete and accurate. SHN has the right to constantly monitor the activities of the Affiliate for the purpose of ensuring compliance with the provisions of the Affiliate Application Form and this Agreement. In the event in which any such information is or becomes false, misleading or inaccurate, the Affiliate agrees and accepts that SHN shall have the right to terminate this Agreement with immediate effect by a written notice to the Affiliate.
9.3 The Affiliate acknowledges that Prospects referred to SHN become Customers of SHN and are not Customers of the Affiliate and further, that it shall refrain at all times from any action which could be construed by Prospects or actual Customers to indicate that there is a contractual or other legal relationship between the Prospects or the Customers and the Affiliate.
9.4 The Affiliate undertakes that it shall not solicit or entice away from SHN, any Customer of SHN, either for the benefit of itself or any third party and shall not encourage or facilitate the migration of any Customer to any competitor of SHN for the duration of this Agreement and for a period of five (5) years after termination of this Agreement may have taken place.
10. Intellectual Property
10.1 The Affiliate acknowledges and agrees that Intellectual Property Rights belonging to SHN, shall remain the proprietary property of SHN, and that nothing in this Agreement or in any disclosures made during the course of this Agreement or emanating therefrom shall be construed as granting to the Affiliate any right, entitlement, licence, patent, copyright, design licence or any other Intellectual Property Rights which may now or hereafter exist. Nothing in this Agreement shall be deemed to be a waiver, transfer or entitlement to any such Intellectual Property Rights by SHN.
11.1 The Affiliate undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, marketing strategy, affairs and Customers of SHN, except as permitted by Clause 11.2 below.
11.2 The Affiliate may disclose the SHN's Confidential Information:
(A) To its employees, officers, and representatives who need to know such information for the purposes of carrying out the Affiliate’s obligations under this Agreement. The Affiliate shall procure that its employees, officers, and representatives to whom it discloses the SHN’s Confidential Information comply with this Clause 11 and are bound by relevant confidentiality and professional undertakings to the Affiliate; and
(B) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
11.4 All documents and other records (whether verbal, in writing, electronic or otherwise, stored in whatever mode or medium) containing Confidential Information supplied to or acquired by the Affiliate from SHN shall be returned promptly to SHN on termination of this Agreement, and no copies shall be kept. Where Confidential Information has been kept in physical, electronic or other mode of storage, the Affiliate shall return one copy to SHN and confirm to SHN that it has deleted all other copies, other than one single copy it may deem necessary to maintain so as to defend itself in any action in front of any court of competent jurisdiction or any governmental or regulatory authority.
12. Term, Termination & Suspension
12.1 This Agreement shall take effect upon the Affiliate agreeing to the Terms and Conditions by ticking the relevant box electronically available on the Affiliate Application Form and upon SHN sending to Affiliate a notice of application acceptance.
12.2 SHN shall have a right to terminate this Agreement with immediate effect by a written notice to the Affiliate at any time during any evaluation period.
12.3 Upon the termination of this Agreement any commission that has not yet reached the commission threshold shall not be paid. Affiliates that have reached the commission threshold will be paid upon the termination of the Agreement subject always to the terms of this Agreement as shall be published from time to time.
12.4 All Customers referred to SHN during the term of this Agreement, shall remain Customers of SHN upon termination or cessation of this Agreement (unless such Customer is terminated by SHN in its sole discretion for any reason whatsoever). The Affiliate shall not interfere with any Customer's right to maintain the Customer's account with, or transfer the Customer's account to or from, SHN.
13.1 Notwithstanding any other provision contained in this Agreement, SHN retains the right at any time to amend the provisions contained herein by giving a written notice to the Affiliate. Such amendment shall become effective on the date specified in the notice. Where the Affiliate continues to perform promotional activities after the date specified on the notice, it will be deemed to have accepted the amendment by conduct. Where the Affiliate gives SHN a written notice that it does not accept such change, SHN may terminate this Agreement.
13.2 Where any amendment is deemed by SHN to be necessary or appropriate for the purposes of compliance with any Applicable Laws and Regulations, the Affiliate agrees, acting at the request of SHN, to effect such amendments within the timeframe set by SHN at its entire discretion and as may be necessary or appropriate for this purpose.
13.3 In the case in which the Affiliate does not agree to any amendment which SHN considers reasonable or appropriate in accordance with the provisions of Clauses 13.1 and 13.2 above, within the period set by SHN, this Agreement may be terminated by SHN without further notice.
14. Limitation of Liability
14.1 SHN shall not be liable to the Affiliate or to any other person, for indirect, incidental, or special damages, lost profits, loss of goodwill, lost savings, or any other form of consequential damages, regardless of the form of action, even if SHN has been advised of the possibility of such damages, whether resulting from breach of its obligations under this Agreement or otherwise.
14.2 SHN’s entire liability in respect of any liability arising under this agreement will not exceed the total commission fees paid or payable to the Affiliate under this Agreement.
14.3 SHN makes no warranties, either express or implied, concerning the performance or functionality of SHN services, or the Affiliate Programme as a whole. This includes but is not limited to the Referral Links or any other affiliate promotions and hereby expressly disclaims all implied warranties.
14.4 SHN shall under no circumstances be liable to the Affiliate or to any other person or entity for any loss, injury, or damage, of whatever kind, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the Affiliate Programme or SHN.
15. Data Protection
15.1 The Affiliate shall ensure that:
(A) It has obtained all necessary rights from third parties and any notification or consent requirements which may be required from any person in relation to or for the purposes of processing data for the purposes in accordance with its obligations under this Agreement.
(B) It has complied with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.
15.2 The Affiliate shall, upon request of SHN, provide to SHN all such documentation and information evidencing its compliance with the requirements of this Clause 15.
15.3 The Affiliate agrees and accepts that nothing in this Agreement creates an obligation for SHN to share any information it gathers or acquires at any stage about any Prospect or Customer, with the Affiliate.
16. Governing Law and Jurisdiction
16.1 This Agreement is governed by, and is construed in accordance with the laws of Italy.
16.2 The Court of Italy shall have jurisdiction to hear any disputes arising from this Agreement.
16.3 SHN shall not be liable for the legality of SHN service in countries other than Italy.
16.4 Affiliates are solely responsible for the legality of the use of the service if the Affiliate in question is registered to SHN service from a country other than Italy or if the Affiliate’s website is on a server in a country other than Italy.