Shopthru: Terms and Conditions for Publishers
*Effective from: October 26th October, 2023
SHOPTHRU LIMITED (hereinafter referred to as “Shopthru”), a company registered under company number 10295802, with its address at Severn House, Middle Street, Brighton, East Sussex, England, BN1 1AL, operates and manages a network on the Internet that enables providers to promote their products and services, primarily through affiliate marketing (“Shopthru Network”). The participants in the Shopthru Network include Advertisers, Publishers, and Shopthru itself. Advertisers promote their products and services by utilising various advertising materials, such as banners, product data, text-links, emails, and videos (“Ad Media”). Publishers integrate or display the Ad Media on their websites, web pages, or in emails (“Advertising Space”). For every successful transaction resulting from this advertising, Shopthru will compensate the Publisher with pre-defined remuneration (“Commissions”).
**1. Conclusion of the Agreement**
**1.1 Participation in the Shopthru Network**
1.1.1 Publishers must register on the Shopthru website (shopthru.com) to participate in the Shopthru Network. After registration, Publishers may apply for Advertisers’ partner programs for admission to display their Ad Media on their Advertising Space.
1.1.2 Legal entities or private individuals over 18 years of age may register as Publishers, and each Publisher must have a bank account. Shopthru reserves the right to verify the Publishers’ personal data. Registration with the Shopthru Network is not transferable and Shopthru reserves the right to refuse an offer without citing any reasons for its refusal.
1.1.3 Access to the Shopthru Network will be gained by clicking the activation link in the confirmation email and entering the access data. The portal for registered members (“Shopthru portal”) will provide Publishers with an overview of the Advertisers’ partner programs that are open at that time for their participation. Using the Shopthru portal, Publishers can review and alter their personal data and information and cancel their participation as a whole in the Shopthru Network.
**2. Subject of the Agreement**
**2.1 Shopthru Network**
2.1.1 Shopthru operates and manages the Shopthru Network. Participants in the Shopthru Network are Publishers, Advertisers, and Shopthru itself. Publishers are individuals or legal entities providing space on their homepages, websites, or in their emails, etc., Advertisers for the purpose of marketing the goods and services offered by the Advertisers (“Advertising Space”); Publishers can also be operators of networks with their own Publishers (“Sub-Publishers”) (e.g., as Shopthru ). Advertisers are individuals or legal entities who market or advertise their goods and services via Shopthru by means of “partner programs” using Ad Media such as banners, product data, text-links, emails, videos, or through search engine marketing.
2.1.2 Publishers participate in the partner programs and incorporate the Advertisers’ Ad Media into their Advertising Space. Whenever third parties, such as end consumers, click on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the partner program), the Publisher will receive remuneration for providing the Advertising Space, which has successfully connected the end consumers to the Advertiser (“Commission”). In this context, business transactions establish the entitlement to receive a Commission. A business transaction can be the purchase of goods or a request for services (“Sale”), clicking on or viewing Ad Media, registering on a website, subscribing to a newsletter (“Lead”), sending an email, or similar actions. Business transactions subject to remuneration are defined in greater detail in the individual program specifications. It is also possible to remunerate combinations of Clicks, Views, Leads, and/or Sales.
2.1.3 Shopthru monitors and records the business transactions concluded (“Tracking”); it provides the Publishers with tracking data and credits the Commissions to the Publisher Accounts. Only the Tracking by Shopthru is decisive for the identification of successful business transactions and for the calculation of the resulting remuneration.
2.1.4 The registration with and participation in the Shopthru Network is free of any charge.
2.1.5 Using the Shopthru Interface, Publishers can control their advertising activities, in particular, they are able to select Ad Media and embed/incorporate them into their Advertising Space. The available applications are shown on the Shopthru Interface.
2.1.6 Shopthru ensures that the available applications are up-to-date, complete, and correct. Shopthru is not obliged to review the Ad Media provided by the Advertisers. Due to maintenance or other improvements, certain functions may be temporarily unavailable. In case any interruption or failure has a greater than a minor impact, Shopthru shall remedy them without delay to the extent this is feasible and can reasonably be expected from it, in particular from an economic and legal perspective.
2.1.7 Shopthru endeavors to continuously develop and improve the Shopthru Network. In the course of such development, Shopthru may enhance, expand, or slightly modify individual applications. This includes discontinuing functionalities or other features of the services, as far as the changes are of minor importance and do not result in a significant change of Shopthru’s contractual duties as set forth in this agreement. Shopthru may alter services, especially if such alteration is customary in the industry or if changes are legally demanded.
**3. Participation in Partner Programs**
3.1 Publishers shall apply for the available partner programs using the Shopthru Interface, providing the details of their Advertising Space. In the application process, the properties of their Advertising Space will be checked against the prerequisites of the partner program. Should the Advertising Space listed in the registration process or in the application for a specific partner program not correspond to the Advertising Space actually available, Shopthru is entitled to block the Publisher’s account without delay. The subsequent procedure has been set out in Clause 5.2 hereof.
3.2 In submitting their application for a partner program, Publishers accept any additional conditions for participation displayed in the context of each program. These conditions will become an integral part of this contract.
3.3 The Advertisers may accept or reject the Publishers’ applications at their own discretion. Publishers are not entitled to being admitted as participants; nor can they derive any claims from non-admission.
3.4 During the term of this contract, the Publisher must not circumvent Shopthru by concluding contracts or entering contractual negotiations with the Advertisers of the Shopthru Network that cover the subject matter of this contract or services alike.
**4. Duties of the Publisher**
**4.1 By registering with Shopthru**
4.1.1 The Publisher warrants that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change their profile stored on the Shopthru Interface.
4.1.2 Parties subject to turnover tax are under obligation to submit to Shopthru, as part of the contact details, their taxpayer identification number issued by their local tax authority or the VAT identification number.
4.1.3 The Publisher undertakes to keep the access data selected at registration (email address and password) confidential, not to communicate such data to third parties, and to keep such data away from third parties. No third party must be enabled to use the access data. Publishers who have reason to assume that third parties have become aware of their access data must inform Shopthru without delay in writing or by email sent to servicedesk@shopthru.com.
**4.2 Displaying Advertisements on Advertising Spaces**
4.2.1 Publishers must hold the required rights to the Advertising Space.
4.2.2 By applying to a
partner program and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole:
(a) Do not infringe any rights of third parties (including but not limited to copyrights, trademark rights, personal rights, or similar rights).
(b) Do not violate any other provisions of the law (especially competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic, or liable to corrupt youth, or unfit to be made generally accessible.
4.2.3 The Publisher must respect the prohibition of unsolicited advertising (“Spam”) when sending emails containing Ad Media. Therefore, the consent of each recipient is to be obtained prior to sending emails; should Shopthru so request, Publishers must provide written evidence of such consent.
**4.3 Advertising Activities in General**
The Publisher must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser’s competitors (“brand bidding”), unless the respective Advertiser has given their permission.
**4.4 Technical Intrusion into the Shopthru Network**
The Publisher hereby undertakes to refrain from attacks of any kind on the Shopthru Network. Attacks are, without limitation, defined in particular as attempts to overcome or circumvent the security mechanisms of the Shopthru Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs, or procedures that are suited to damage the Shopthru Network or individual participants in the Shopthru Network.
**4.5 Sub-Publishers**
Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate these General Business Terms and Conditions for Publishers to their Sub-Publishers and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
**5. Misuse**
Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these General Business Terms and Conditions for Publishers, or the principle of the Shopthru Network, is prohibited.
**5.1 In particular, Publishers are prohibited from attempting to obtain Commissions by procuring business transactions themselves or through a third person using the Ad Media, tracking links, and/or other technical aids provided to them in the context of the Shopthru Network using one or several of the following methods:**
5.1.1 Fraudulently pretending or faking business transactions, for example by entering third party data without authorization, or by providing false or non-existing data when ordering goods or registering online;
5.1.2 Using Ad Media that enables Tracking although it is not displayed at all, not visibly, or not in the manner and/or size stipulated by the Advertiser; or
5.1.3 Brand-Bidding.
**5.2 Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case, Publishers may raise an objection (e.g. via letter, fax, email) within a month to provide a statement and evidence that the chosen form of advertising has been in accordance with these Terms and Conditions. If the Publisher cannot confute the breach of this Agreement, Shopthru will issue a notice of termination. In the event of termination, the agreement will be wound up and liquidated pursuant to the stipulations of Clause 7 of these General Business Terms and Conditions for Publishers. The Publisher shall not be entitled to any remuneration.
For each case of intentional or negligent violation of the present provisions, the Publisher hereby undertakes to pay Shopthru liquidated damages in each case in an amount to be determined at Shopthru’s equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the Publisher Account.
**6. Remuneration**
Publishers will receive performance-related remuneration (“Commissions”).
**6.1 The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions, shall depend on the respective Advertiser’s partner program. The Advertiser may modify the conditions of the partner program or terminate the entire program with effect for the future. Publishers shall not demand a program being operated at all or at certain conditions. The conditions of the partner program can be viewed in the Shopthru Interface. Publishers have no claim to any further compensation of expenses or costs, etc.**
6.2 The entitlement to payment of the Commissions is constituted by the following premises:
6.2.1 A business transaction between a customer and an Advertiser has been effected via the Advertising Space;
6.2.2 The business transaction has been tracked by Shopthru;
6.2.3 The transaction has been approved by the Advertiser and has been confirmed by Shopthru and;
6.2.4 There has been no misuse within the meaning of Clause 5 of these General Business Terms and Conditions for Publishers.
6.3 Shopthru will set up dedicated Publisher Accounts for the payments of the Commissions. The Publisher Accounts will be settled by crediting, in other words, Shopthru will credit the respective Commissions to the Publisher Accounts without requiring an invoice. No interest will be paid on the credit balance in the Publisher Account. Once the minimum disbursement amount of GBP 25.00 has been credited to the account, a corresponding credit statement will be issued electronically at the beginning of the following month. Publishers will be informed by email and have to confirm the payout. Then the amount will be paid free of charge into the bank account specified by the Publisher. If the bank account is neither a UK account nor an account with a bank participating in the IBAN/BIC System, disbursements shall be made free of charge only if a minimum credit balance of EUR 200.00 is given. Shopthru will disburse lower amounts against reimbursement of the relevant bank charges, which will be deducted from the amount to be paid.
6.4 It is possible to disburse credits lower than GBP 25.00, or, respectively GBP 200.00 to accounts with banks not participating in the IBAN/BIC System for a blanket processing fee of GBP 5.00 or, in the latter case, against reimbursement of the bank charges actually incurred, if these are higher than GBP 5.00. The fee or bank charges will be deducted from the amount to be paid.
6.5 Shopthru will only pay out credits that have been confirmed by the Publisher in due time. If, the minimum disbursement amount has not been attained or if the credit statement is not released at
the end of the month will remain in the Publisher’s account and carried forward to the next month.
**7. Term of Agreement and Termination**
7.1 The agreement on participation in the Shopthru Network is concluded for an indefinite term. The parties may terminate the agreement at any time in text form (letter, fax, email); additionally, the Publisher may terminate the agreement by using the “cancel membership” button in the Shopthru Interface.
7.2 Any business transaction that was procured via the Advertising Space at the time of termination will be processed pursuant to Clause 6 following the receipt of the termination notice. Upon the expiry of this agreement, any credit balance remaining will be paid to the Publisher against a processing fee of GBP 5.00. If, at the time of termination, the credit balance is GBP 5.00 or less, no funds will be disbursed.
7.3 Once participation in the Shopthru Network has been terminated, the data record stored at registration will be deleted completely upon expiry of the statutory obligation to keep records in safe custody.
7.4 If the contract has been terminated by Shopthru for misuse pursuant to Clause 5, the liquidated damages pursuant to Clause 5.2 will be deducted from the Publisher Account.
**8. Termination of Participation by Shopthru on Grounds of Inactivity / Statute of Limitations**
8.1 The registration of Publishers with Shopthru who fail to activate the registration via the activation link will be automatically canceled after 60 days. It is possible to re-register.
8.2 If no commissions have been credited to the Publisher Account for a period of two years after registration, Shopthru reserves the right to close the account and to cancel the registration. It is possible to re-register.
8.3 The individual Commissions are time-barred after three (3) years from the end of the respective year in which each Commission was credited to the account.
**9. Data Protection**
9.1 Protecting personal data is very important to Shopthru – nevertheless, collecting, processing, and using such data is indispensable for operating the Shopthru Network. Shopthru will collect, process, and use personal data exclusively in compliance with the applicable statutory provisions governing data protection.
9.2 Shopthru is entitled to collect and use personal data as is necessary to enable participation in the Shopthru Network.
9.2.1 Shopthru will particularly collect, process, and use data requested at registration as well as data accruing in the course of participation in the Network.
9.2.2 Shopthru will use the contact data to contact Publishers by email in connection with their participation in the Shopthru Network. Receipt of so-called provider news – emails from the operator of the program – can be deactivated in the Shopthru Interface. However, Shopthru recommends that the receipt function should be activated since such provider news may contain important information, e.g. changes in remuneration.
9.3 The personal data will be used and processed for purposes other than those referred to under Clause 9.2 only if the Publishers have expressly agreed to this being done or if a statutory provision allows Shopthru such use.
9.4 Publishers can obtain information about their data via the usual contact channels or by sending an email to servicedesk@shopthru.com.
**10. Rights of Use**
10.1 The information and the data obtained in the course of participation in the Shopthru Network may only be used in connection with the Shopthru Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.
10.2 Publishers must not modify the Ad Media and their source codes, neither visually nor technically nor with regard to their content, nor are they allowed to process the Ad Media and their source codes in any other way unless the respective Advertiser has previously granted their written consent.
10.3 The Shopthru Network and its applications are protected under copyright law and other statutory provisions.
10.4 Shopthru hereby grants to the Publishers the revocable, non-exclusive, non-transferable right to use the Shopthru Network applications as well as the data contained therein, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the Shopthru Network. In case of termination of this Agreement – regardless of the reason – the right of use set forth above will be revoked.
10.5 Publishers will not be granted any further rights of use. In particular, Publishers are not entitled to transmit the applications or the data contained therein to third parties, nor are they entitled to allow third parties to access such applications or data, nor may they modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create databases and/or information services of their own.
**11. Indemnification in the Event of Breach of Contract**
Compliance with these provisions is essential for the operation of the Shopthru Network. In the event of a serious breach of contract, Shopthru reserves the right to take further legal steps in addition to terminating the agreement.
If Publishers or their Sub-Publishers violate these provisions and if third parties hold Shopthru liable for such violation, Shopthru is entitled to demand that such Publishers indemnify it against all costs and expenses it may incur as a result of the breach.
Such costs include, in particular, the compensation of damages of third parties and reimbursement of further expenses.
**12. Liability and Limitation of Liability**
12.1 Shopthru shall not be held liable for the content of websites of third parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants’ software or hardware or their incompatibility with the Shopthru system; Shopthru shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.
12.2 Apart from that, Shopthru shall be held liable only under the following circumstances, regardless of the legal grounds:
12.3 If one of its legal representatives or executives or other vicarious agents has acted intentionally or grossly negligently;
12.3.1 In the event of any culpable breach of an essential contractual duty of delayed performance or the impossibility of performance, in each case based on the respective merits. The expression “essential contractual duty” describes a duty in the abstract, the fulfillment of which is an essential prerequisite for the due implementation of the agreement and is a duty on whose fulfillment the respective other party can rely as a general rule.
12.3.2 In the event of liability pursuant to Clause 12.2.2, this shall be limited, for financial losses and damages to property, to the amount of the typically foreseeable loss.
12.4 The above limitations of liability do not apply to cases of mandatory statutory liability, in particular liability under product liability law, liability for a guarantee that has been assumed, and liability for intentional or negligent injury to life, limb, or health.
**13. Modification of the General Business Terms and Conditions for Publishers**
13.1 Shopthru reserves the right to amend these provisions of the present General Business Terms and Conditions for Publishers that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. Shopthru will communicate, by email, the modified conditions at least two weeks before the effective date of the modification. The agreement as a whole will be restructured as far as the modified conditions would be disadvantageous to the Publisher and would place the Publisher at a disadvantage if the Publisher had to accept such modification in consideration of the Publisher’s trust.
13.2 If the Publisher does not raise an objection, then the modified General Business Terms and Conditions for Publishers shall be deemed to have been accepted. Shopthru will inform the Publisher, in its notification of amendment, about the right to object and of the significance of the objection deadline.
**14. Final Provisions**
14.1 The present agreement shall be governed by the law of the United Kingdom, to the exclusion of the UN Sales Convention.
14.2 The place of jurisdiction shall be the registered seat of Shopthru, provided that the Publisher is a registered merchant or that the Publisher has no general place of jurisdiction in the United Kingdom or that the Publisher relocates their domicile or place of customary residence abroad after these General Business Terms and Conditions for Publishers have taken effect or that the Publisher’s domicile or place of customary residence is unknown at the time of the filing of a suit.
14.3 Should one or more provisions be or become invalid, this shall not affect the validity of the agreement as a whole.
14.4 Shopthru reserves the right to transfer its rights and obligations under this agreement to third parties, and shall notify the Publisher of the transfer, if necessary, by email or through the Shopthru Interface. In this case, the Publisher has the right to terminate the agreement. The right of the Publisher to terminate the agreement is excluded if the transfer is based on a merger, and the Publisher’s rights are only adversely affected in an immaterial manner or not at all.
**15. Notification**
All correspondence to Shopthru is to be sent in writing to Shopthru. If the Publisher does not use the email address stored with Shopthru as the official email address, Shopthru is entitled to refuse to acknowledge the legitimacy of the Publisher’s notice of termination or objection.
**Address:**
[Your Address]
**Email Address:**
[Your Email Address]
**16. Contact**
The point of contact for the Shopthru Network is:
Shopthru Ltd
Severn House,
Middle Street,
Brighton,
East Sussex,
England,
BN1 1AL
Please feel free to contact Shopthru with any questions or concerns you may have regarding the General Business Terms and Conditions for Publishers. Shopthru aims to provide assistance and support to ensure a productive and effective partnership.