BIOMES – Terms and Conditions for Affiliate Partners
These Terms and Conditions apply between
Biomes NGS GmbH
Schwartzkopffstraße 1
Halle 21
15745 Wildau
Germany
(hereinafter referred to as the “Contractor”)
and the Affiliate Partner
(hereinafter referred to as the “Affiliate Partner”).
Contents
§ 1 Terms and Conditions
§ 2 Subject matter of the contract, record-keeping, commission, payment
§ 3 Warranty and liability
§ 4 Duration, termination and dissolution of the contract
§ 5 Jurisdiction, place of fulfillment and applicable law
§ 6 Changes to these Terms and Conditions, severability
§ 7 Confidentiality
§ 8 Contact details
§ 9 Final provisions
§ 1 Terms and Conditions
(1) Only these General Terms and Conditions apply to the contract concluded between the Contractor and the Affiliate Partner.
(2) General Terms and Conditions of other Affiliate Partners are not considered to be the basis of the contract. Collateral agreements and the departure of any written form requirement must be agreed in writing. Participation is free for the Affiliate Partner.
§ 2 Subject matter of the contract, record-keeping, commission, payment
(1) The Contractor grants the Affiliate Partner the right to write their own advertising copy about the company products and produce corresponding product images. The Affiliate Partner may also ask the company to provide an affiliate link, advertising copy and images intended for publication in unaltered quality on the homepage. Before being published on the homepage, the Affiliate Partner shall provide the company with all copy and product images the Affiliate Partner has produced for approval. The Contractor must accept or reject these within three working days.
(2) The Contractor logs all clicks on the provided affiliate link and records statistics through the affiliate manager. The logs are sent to the Affiliate Partner by email each month together with the booking summary. A claim for commission only arises if the order placed via the online shop of the Contractor (https://biomes.world/shop) was completed fully and successfully. The relevant point in time is the actual payment of the customer after settlement with the Contractor.
(3) The Affiliate Partner receives a commission of 15% gross of the booked purchase value per online order completed via their homepage. A claim for commission only arises if the online order made was completed fully and successfully.
(4) The commission due to the Affiliate Partner is calculated on a monthly basis on the 20th calendar day of the following month. In each case, the online orders made through the Affiliate Partner during the previous month, for which the Contractor has to record incoming payment, are taken into account. Commissions will be paid within four weeks from the dispatch of the booking overview to an account to be specified by the Affiliate Partner. Any objection to this settlement must be made in writing within one month from receipt of the settlement, otherwise their accuracy is explicitly and unconditionally recognized. Subsequent objections and claims for commission will not be accepted.
(5) Monthly balances below € 100.00 will be paid out with those of the following month. There shall be no interest payments. Transfers are made in Euros. If the Affiliate Partner is subject to VAT, they must provide their VAT ID or tax number with details of the tax office at the time of registration. Expenses and costs of the Affiliate Partner are not reimbursed by the Contractor.
§ 3 Warranty and liability
(1) The parties agree to limit the liability of the Contractor and their associates for damages, for whatever legal reason, to gross negligence and intent. Liability for loss of profit and atypical and unforeseeable consequential damage is excluded, even in the case of intent or gross negligence. The Affiliate Partner considers the Contractor to be completely indemnified for claims brought against the Contractor for breach of legal or contractual provisions by the Contractor or his associates, including the necessary and expedient legal defense costs.
§ 4 Duration, termination and dissolution of the contract
(1) The contract shall be concluded for an indeWarranty and liabilityterminate period of time.
(2) The contract may be terminated by either party with a notice period of one month. Termination shall be provided in writing.
(3) Online orders placed by the end of the contract period will be processed in accordance with the aforementioned provisions of the contract. After termination of the contract, the Affiliate Partner is obliged to deactivate and remove the affiliate link as well as any provided banners etc., from their website. In the event of good cause, including the initiation of bankruptcy proceedings for the assets of the Affiliate Partner and the rejection of an application for bankruptcy due to lack of financial assets or incorrect information in the application form, the Contractor is entitled to dissolve the contract immediately.
§ 5 Jurisdiction, place of fulfillment and applicable law
(1) This cooperation contract shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, and of the provisions of private international law with reference thereto.
(2) The Parties agree that, to the extent permitted by law, all disputes arising out of and in connection with this contract, shall be under the exclusive jurisdiction of the Regional Court at the seat of the Contractor.
§ 6 Changes to these Terms and Conditions, severability
(1) The Contractor is entitled to make changes to these Terms and Conditions, which shall be brought to the Affiliate Partner’s attention by sending a copy of the amended General Terms and Conditions by email. If the Affiliate Partner does not agree to the changes, they are entitled to terminate the contract within one month of their receipt. If the right of termination is not exercised, the amended General Terms and Conditions shall apply from then on.
(2) Should individual clauses of the General Terms and Conditions be invalid, the validity of the remainder shall not be affected. The ineffective clause shall be replaced by the permissible provision that most closely approximates the one intended by the invalid clause economically.
§ 7 Confidentiality
(1) The Affiliate Partner may not disclose or make available to third parties any business secrets of the Contractor that the Affiliate Partner gains knowledge of, neither during the contract nor after its termination. They shall ensure that this obligation is also respected by their employees.
(2) Any documents relating to secret business transactions entrusted to them by the Contractor shall be returned by the Affiliate Partner as promptly as requested by the Contractor, but no later than one week after termination of the contract.
(3) Confidential information – i.e. all information, in particular of a technical and economic nature, intent, experience, knowledge, constructions and documents, including pre-existing results that they gain knowledge of based on the cooperation covered by this contract – shall be treated confidentially vis-à-vis third parties, shall not be made accessible to third parties, shall be protected from access by thereof, and shall not be made the subject of a separate patent application, even after the contract has terminated. It is immaterial whether, and on which data medium, the information is embodied; in particular, oral information is included.
§ 8 Contact details
Contractor’s contact address/contact person (contract/advertising material):
BIOMES NGS GmbH
Mr. Andrej Wackerow
Schwartzkopffstraße 1
Halle 21
15745 Wildau, Germany
Phone: +49 (0) 3375 585 62 40
Email: vertrieb@biomes.world
§ 9 Final provisions
(1) This contract, including all annexes, constitutes the complete agreement between the contracting parties. Changes and additions to this agreement must be made in writing in order to be effective. This applies, without prejudice to the primacy of the individual agreement, also for the waiver of the written form requirement. Both parties undertake, at the request of the other party at any time, to perform all acts and to make statements necessary to comply with the requirement in written, including in connection with the conclusion of subsequent, amendment and supplementary contracts.
(2) Neither party may assign rights and obligations under this distributor contract to third parties without the prior written consent of the other party.
(3) The invalidity of one or more provisions of this contract shall not affect the validity of the remainder of the contract. The parties undertake, in common agreement, to replace the invalid provision by a provision that comes closest to the economic purpose of this contract. The same applies to any gaps in the contract.
