General Conditions of Business Contribution ("Ambassadors" program)

 

These General Terms and Conditions of Business Contribution (hereinafter the "GTC") are concluded between TheNailsAngels OÜ, a company incorporated under Estonian law, having its registered office at Lõõtsa tn 5-11, 11415, Tallinn (hereinafter "We ”Or“ TheNailsAngels ”), and the user who has submitted an application for membership of the Program (hereinafter“ You ”or“ the Candidate ”). These T & Cs are accepted by the Candidate by clicking on the “Submit my candidacy” box, or any similar mention, on the corresponding web page of the Site. The parties agree as follows:

Article 1 - Definitions

"Ambassador" means the Candidate whose application for affiliation has been accepted by TheNailsAngels, under the conditions set out in article 4. It is understood that any reference to the Candidate includes a reference to the Ambassador, and that the term of Ambassador applies regardless of the gender of the Applicant concerned.

"Commission" means the sum paid by TheNailsAngels to the Ambassador in return for the Services rendered by the latter, as detailed in Article 10.

"Effective Date" means the date on which the Candidate submitted his participation in the Program on the corresponding web page of the Site

“Products” refers to all products marketed by TheNailsAngels on the Site.

"Program" means the business input program (entitled "Ambassadors" on the Site) by which the Ambassador performs the Services for the benefit of TheNailsAngels, in exchange for payment of the Commission.

"Services" means the services described in Article 5.

"Site" means the website https://thenailsangels.com/, developed and maintained by TheNailsAngels.

Article 2 - Purpose

TheNailsAngels distributes and markets nail stickers and associated manicure products to its customers, and wishes to address new prospects. TheNailsAngels is looking for people to act as business introducers, in order to broaden its marketing scope. The Candidate proposed to TheNailsAngels to act in this capacity, by submitting his candidacy on the corresponding web page of the Site.

 

Article 3 - Duration and termination

These T & Cs are applicable between the parties from the Effective Date for an indefinite period.

Each party has the option of terminating these GTC for convenience, after notifying said termination to the other party (under the conditions detailed in Article 17 e.)

The termination of these T & Cs by TheNailsAngels does not entitle the Candidate to any compensation or any form of compensation. The Candidate acknowledges and accepts that the termination of these T & Cs by TheNailsAngels cannot constitute a termination of the commercial relations established within the meaning of applicable law.

 

 

 

Article 3 - Analysis of the application

Once the Candidate's application for the Program has been transmitted to TheNailsAngels by sending the dedicated form on the Site, TheNailsAngels will analyze the said application on the basis of the information and reasons provided by the Candidate.

At the end of this analysis, TheNailsAngels will notify the Candidate, at the email address provided in the form, of its decision to:

  • Accept the Applicant's affiliation to the Program, or
  • Reject the Candidate's application to the Program.

It is understood that the decision to accept or reject the Candidate's application to the Program will be at the sole and absolute discretion of TheNailsAngels, without any justification whatsoever to be given. As long as the Applicant has not received notification of said decision, his application will be deemed rejected. Failure to notify the decision does not imply tacit confirmation by TheNailsAngels.

The Candidate will not be able to claim any compensation or any form of compensation due to the rejection of his candidacy by TheNailsAngels.

Article 4 - Affiliation

In the event that the Candidate's affiliation to the Program is accepted, the Ambassador will be appointed, and her designation will be deemed automatically accepted by the latter, as a non-exclusive business contributor, in charge of acting as intermediary between TheNailsAngels and its customers and to increase the number of Product orders. The Ambassador has no authority to engage TheNailsAngels as its agent or to engage in any way on behalf of TheNailsAngels, except with the prior written consent of TheNailsAngels for each specific need.

Article 5 - Missions of the Ambassador as a business contributor

The Ambassador agrees to perform the following Services in application of these T & Cs:

  • Identification of potential prospects for the Products
  • Development / Promotion of business opportunities for the sale of Products by TheNailsAngels
  • Facilitation of direct engagement for the purposes of such marketing between prospects and TheNailsAngels

The Ambassador undertakes to use her best efforts to promote the Products and the brand image of TheNailsAngels to her prospects.

The Ambassador will provide prospects with advertising and promotional material that TheNailsAngels will make available to other business introducers, agents or authorized resellers of the Product (s). The Ambassador may reuse the content relating to the Products that TheNailsAngels has published online, including on social networks. For this exclusive purpose, the Ambassador will be granted a non-exclusive and non-transferable license to exploit these media. This license may not be used by the Ambassador for (i) productive or commercial use, (ii) any other purpose than that envisaged in these GTC, including, without limitation, for the Ambassador's own use or for the benefit of any third party, including prospects or (iii) in the context of consulting services or any other service, including, training of prospects or any third party. This license is granted to the Ambassador "AS IS" without any warranty of any kind, whether express or implied, oral or written, including, without limitation, the implied warranties of merchantability, title, -counterfeiting or fitness for a particular purpose or purpose.

The Ambassador will demonstrate to prospects the functioning and capabilities of the Products. In particular, it may produce promotional videos, which will be subject to the conditions defined in Article 16 "Intellectual Property".

The Ambassador is responsible, through all due diligence and investigations, for the credit and solvency analysis of the prospect (s) for whom she detects a business opportunity.

Article 6 - Relationship with prospects

The Ambassador must explicitly specify to the prospect (s) that the Ambassador is an independent entrepreneur acting as a business provider and NOT as an agent of TheNailsAngels. Quotes for the Products as well as the overall order management process will be managed exclusively by TheNailsAngels. Notwithstanding the foregoing, TheNailsAngels may request the service provider to provide, from time to time, administrative support for the management of customer orders. In all circumstances, TheNailsAngels remains free to accept or not to conclude a sale with the prospect (s).

Article 7 - General obligation of TheNailsAngels

TheNailsAngels must provide the Ambassador with the necessary information relating to the Products as well as other information in her possession required for the performance by the Ambassador of her obligations under these T & Cs.

Article 8 - Conflicts of interest

The Ambassador must avoid any transaction or situation that would place, or appear to place the Ambassador in a conflict of interest or an apparent conflict of interest with regard to the obligations entered into under these T & Cs. During the term of these T & Cs and for a period of ninety (90) days thereafter, the Ambassador will refrain from engaging in any commercial transaction that would be in competition with the activities of TheNailsAngels or any of of its affiliates, and the Ambassador will not provide commercial representation or marketing services to any natural or legal person engaged in such activities. Upon entering into these T & Cs, the Ambassador shall provide TheNailsAngels with a list of companies for which the Ambassador currently provides brokerage or sales advisory services.

Article 9 - Use of distinctive signs

TheNailsAngels hereby grants the Ambassador a limited license to use some or all of her trademarks and logos (hereinafter, the "distinctive signs"), for the exclusive purpose of enabling the Ambassador to promote the Products to the client (s), at the expense of the Ambassador, provided that any such communication to the client (s):

(i) comply with all guidelines, standards, instructions and policies issued by TheNailsAngels from time to time, as well as all applicable laws and regulations; and

(ii) be reviewed and authorized by TheNailsAngels in writing before it is delivered to the client (s). For clarification purposes, it is understood that the Ambassador agrees not to use the distinctive signs on radio, television, newspapers, magazines or on the Internet without the prior written consent of TheNailsAngels.

The Ambassador further agrees that TheNailsAngels or its duly authorized representative or agent has the right to audit the services for which the distinctive signs are used by the Ambassador, in order to assess the Ambassador's compliance with this article.

The Ambassador undertakes (i) not to modify or remove the distinctive signs, brands or indications displayed on the Products or to display those of the Ambassador in addition to or in place of those of TheNailsAngels (or its affiliates) and not to publish any statement, or to encourage or endorse any advertising or practice that may mislead or deceive any party or damage the goodwill or reputation of TheNailsAngels or its affiliates or Products and (ii) not to attack or contest, for the duration of these GTC, or thereafter, the intellectual or industrial property rights, or  any other right of TheNailsAngels or its affiliates in the distinctive signs or to attack the validity of this license or to take or not to take any other action which infringes these rights or this license.

In addition, the Ambassador agrees to immediately withdraw any statement as soon as TheNailsAngels becomes aware of it and to cease any advertising or practice that TheNailsAngels considers to have such effect. After termination of these T & Cs, at any time and whatever the cause, the Ambassador will no longer be authorized, and therefore undertakes not to use distinctive signs.

The Ambassador further agrees to assist TheNailsAngels to the extent necessary to obtain protection or to protect any of the distinctive signs. In the event of a claim by a third party relating to the distinctive signs, TheNailsAngels will be the only party authorized, if it so wishes, to initiate or pursue any claim or suit. In the event that a violation of the distinctive signs by a third party is brought to the attention of the Ambassador, the latter will immediately inform TheNailsAngels in writing and TheNailsAngels will decide, at its sole discretion, on any action to be taken in this regard. The Ambassador must do everything reasonably possible to improve the quality and reputation of the distinctive signs.

Article 10 - Commission

  1. Promotional code

When applying for the Program on the corresponding web page of the Site, the Candidate will be required to enter the title of a promotional code which will be assigned to him exclusively. TheNailsAngels reserves the right, at its sole discretion, to change the discount level or the title initially entered in the promotional code.

  1. Commission calculation

When performing the Services, the Ambassador can communicate her promotional code to the prospects she canvassed. The prospect can, in turn, enter the promotional code when placing his first order on the Site, in order to benefit from the associated discount. Information of the promotional code by the prospect will allow TheNailsAngels to identify the orders placed thanks to the performance of the Services by the Ambassador. It is expressly understood that the promotional code can only be applied to the first order on a customer's Site.

For the purposes of this article, "eligible order" means any order meeting the following cumulative conditions:

  1. This order constitutes the customer's first order on the Site, and
  2. This order has been validly placed by the customer, and
  3. During the term of these GTC, and
  4. Has been accepted, processed and shipped by TheNailsAngels, and
  5. Has been paid for in full by the customer to TheNailsAngels, including through the use of a gift card or other means of prepayment, and
  6. Has not been the subject of a cancellation or a refund, and
  7. Was placed by the customer after having referenced the promotional code of the Ambassador when ordering, either manually or automatically via an affiliate link communicated by the Ambassador.

Each eligible order will be entitled to the payment of a Commission to the Ambassador. The amount of each Commission is ten (10) percent of the net amount of the eligible order, from which are excluded all additional costs (such as, without this list being exhaustive, all taxes, shipping costs, customs costs etc.).

TheNailsAngels reserves the right to modify the amount of the Commission at any time, upwards or downwards, whether this change affects one or all of the Ambassadors. This change will be notified by TheNailsAngels to the Ambassador, in accordance with Article 17 e. hereof.

The amount of the Commission will be determined and paid in euros.

c) Commission payment

In order to collect the Commission, the Ambassador agrees to specify her payment details in her personal space on the Site. It is expressly understood that in the absence of such information, TheNailsAngels will not be able to pay any Commission to the Ambassador.

The Commission will be paid at the Ambassador's choice, either by means of a PayPal transfer from TheNailsAngels account to that of the Ambassador, or by gift card valid only on the Site. Any other means of payment is expressly excluded. TheNailsAngels reserves the right to modify the means of payment of the Commission by any means. Any such change will be notified to the Ambassador under the conditions provided for in Article 17 e. hereof.

The Ambassador acknowledges and agrees that she must have and maintain a PayPal account for the duration of these T & Cs in order to receive her Commission.

A commission is definitively due to the Ambassador thirty (30) days after receipt by the customer of the eligible order, after which time he will no longer be able to withdraw and / or request a refund. TheNailsAngels reserves the right to modify payment terms at any time. Any such change will be notified to the Ambassador under the conditions provided for in Article 17 e. hereof.

The commission will be paid to the Ambassador who has chosen a gift card payment, as soon as the balance due exceeds 10 euros.

The commission will be paid to the Ambassador who has chosen payment via PayPal, as soon as the balance due exceeds 20 euros.

All taxes, duties or duties attributable or levied within the framework of the Commission are the sole responsibility of the Ambassador.

  1. Exclusions

TheNailsAngels will not be responsible in the event that the customer does not provide the promotional code previously communicated by the Ambassador, or does not access the Site by means of an affiliate link communicated by the Ambassador. It is understood that in this case, said order would not be considered as an eligible order within the meaning of this article and would not entitle the Ambassador to the payment of a Commission.

It is also understood that the automatic filling of the promotional code via an affiliate link requires that the customer has authorized the use of cookies. TheNailsAngels will not be responsible in any way and the Ambassador will not receive a Commission in the event that the customer has not authorized this use and as a result the promotional code could not be entered when ordering.

The Commission constitutes the Ambassador's full and exclusive remuneration in application of these T & Cs and the Ambassador agrees that she will not be entitled to any other costs, compensation, commission, compensation or expense of any kind whatsoever under the present, including, without limitation, upon the expiration or termination of these T & Cs. If the Ambassador wishes to raise a question regarding the amount of Commission paid by TheNailsAngels hereunder, she must notify TheNailsAngels in writing within ten (10) days of receiving such Commission. In the absence of such notification within the above time limit, the Ambassador will be deemed to have irrevocably and unconditionally accepted the calculation of any Commission received from TheNailsAngels.

Article 11 - Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IS INDEPENDENT AND EXCLUSIVELY RESPONSIBLE FOR ITS OBLIGATIONS UNDER THESE GTC. NONE OF THE PARTIES SHALL BE HELD JOINT AND SOLIDARLY LIABLE WITH THE OTHER PARTY UNDER, DUE TO OR IN RELATION TO THESE GTC.

TheNailsAngels will have no liability to the Candidate of any kind with regard to any claim, loss, damage, expense or cost of any kind, direct or indirect, arising or resulting from these T & Cs as a whole (including any termination indemnity provided for by the law of the geographical territory in which the Ambassador is located or on which the Ambassador performs the services), with the exception of the payment of the Commission due under the conditions of these GTC.

The Ambassador will indemnify, defend and hold TheNailsAngels harmless from all claims and actions, as well as all related costs and expenses (including, without limitation, attorney's fees), on the basis of, as a result of or in connection with the performance of the Services within the framework of these GTC.

Article 12 - Compliance with applicable law

When performing these T & Cs, the Respondent must at all times fully comply with all applicable laws, regulations, administrative orders and judicial decisions, and must not take any action or omission that could subject TheNailsAngels or any of its affiliated with any liability hereunder. The Respondent must inform TheNailsAngels as soon as it becomes aware of any change in any applicable law or regulation that may have an impact on this Agreement.

The Ambassador represents and warrants that she will not pay, offer, give or promise to pay or authorize the payment of sums of money or other things of value, including gifts or entertainment, with a view to obtaining / maintaining business and / or securing an unfair advantage in relation to these T & Cs.

The Services and Products are subject to the laws and regulations applicable to the export and re-export of any country. The Ambassador must comply with all such laws inside and outside the territory applicable to the Services and Products, including, without limitation, the laws concerning export, import, transfer into the country, re-export and control of the final destination of the Services and Products.  The Service Provider undertakes not to export, re-export or transfer, directly or indirectly, the Services and / or Products or to allow their transhipment to any country or customer subject to sanctions or requiring an authorization, without having obtained the prior such authorization. The Ambassador must, at her own costs and expenses, obtain all authorizations, licenses and other consents necessary for the conduct of her activities hereunder. TheNailsAngels will not be liable to the Ambassador if the necessary authorizations, licenses or consents are not obtained.

Article 13 - Guarantees

The Ambassador hereby guarantees to TheNailsAngels, at all times during the term of these T & Cs, that she must perform the Services and all other obligations resulting from these T & Cs with due care and diligence, in accordance with all laws and applicable regulations as well as the highest professional standards.

The Ambassador should ensure that her employees and agents, if any, do the same.

The Ambassador further guarantees to the Ambassador that, at any time during the term of these GTC:

i) it has the right and authority to enter into and perform these T & Cs without the consent of a third party;

ii) that it has no existing contract, duty or obligation to any other person or entity that conflicts with the Ambassador's obligations under these T & Cs;

(iii) it has or will be granted, at its own expense, prior to the performance of any service, any authorization of any kind required or useful for that purpose;

iv) it is qualified and competent to perform the services, control their cost and the planning of their performance and fulfill its obligations under these T & Cs. Consequently, it must have the commercial training required for the provision of the Services; and

v) it undertakes to remain qualified and trained for the execution and supervision of the Services.

Article 14 - Relationship between the parties

The relationship between the Ambassador and TheNailsAngels is that of independent contractors, each party acting on its own behalf and at its own expense and risk. Nothing in these T & Cs should be interpreted as creating a partnership, company, joint venture or, except as expressly provided in these T & Cs, an agent relationship between TheNailsAnngels and the Ambassador. Neither party has the right or authority to assume or create any obligation or liability, express or implied, on behalf of the other party or to engage it in any way or for any purpose, unless expressly provided otherwise in these GTC. The Ambassador has complete freedom in the choice and organization of her activities and performs any service entrusted hereunder as an independent contractor.

Article 15 - Employees of the Ambassador

Where applicable, the Ambassador is solely responsible for the choice and conduct of her employees who, in all cases, report exclusively to the Ambassador. Accordingly, the Ambassador is responsible for all her employees involved in the performance of the Services and must comply with all obligations incumbent on employers in this regard. The Ambassador must manage and supervise her employees involved in the performance of the Services and must ensure their safety under her sole responsibility, and in complete independence. The Ambassador must ensure that her employees are fully informed of all safety instructions in the premises where the Services are performed and that they comply with them.

Article 16 - Intellectual property

All rights, titles and interests relating to copyrights, patents or other intellectual property rights, trade secrets, know-how, associated with (i) any element provided by TheNailsAngels within the framework of these GTC or (ii) any idea, concept, technique, invention, process or author's work created by the Ambassador during the Services and involving the distinctive signs and / or the Products ("works"), belong exclusively to TheNailsAngels, and The Ambassador agrees to provide TheNailsAngels with full disclosure thereof. This work includes, without limitation, promotional material, although the cost of producing such material is borne by the Ambassador. To this extent, the Ambassador further agrees that all such intellectual property rights relating to the Works will be automatically assigned to TheNailsAngels at the time of creation, without the need for any further consideration and TheNailsAngels will have, without limitation, the exclusive right (i) to obtain and hold in its own name the copyrights, recordings, and similar protection which may be available in such works (ii) to use, exploit, market and to publish said works in any form and in all media, including on the Internet, whether known today or conceived in the future, worldwide, in all languages, as TheNailsAngels will determine in its sole discretion without further reporting to the Ambassador. In addition, the Ambassador undertakes to perform and provide all assistance and deliver all documents necessary to transfer and assign to TheNailsAngels the intellectual property title described in these T & Cs or to perfect the intellectual property rights of TheNailsAngels in this regard, including, without limitation, copyright and patent rights.

Article 17 - Miscellaneous provisions

a) Transfer

The Candidate must not subcontract, assign, delegate or otherwise transfer (including, without limitation, by way of merger or contribution) all or part of his rights, duties, advantages or obligations hereunder. CG, without the prior written consent of TheNailsAngels.

TheNailsAngels is free to assign, delegate or otherwise transfer (including, without limitation, by merger or contribution), all or part of its rights or obligations under these T & Cs and / or to subcontract in any other way one of its obligations under these GTC, in whole or in part, to an affiliate and / or a third party, without the consent of the Candidate.

b) Modification and waiver

TheNailsAngels reserves the right to modify all or part of these T & Cs at any time without the prior consent of the Candidate. In the event of a substantial modification, TheNailsAngels will notify the Candidate within a reasonable time.

Unless otherwise provided and in particular the preceding paragraph, no waiver, modification, alteration or cancellation of a provision of the GTC is binding if it is not previously agreed by both parties.

c) Separability

In the event that a part of these GTC is deemed invalid, illegal or inapplicable in any respect whatsoever, the other provisions will nevertheless be binding and will have the same effect as if the invalid, illegal or inapplicable part had been originally deleted. .

d) Entire agreement

These T & Cs constitute the entire agreement between the parties concerning the subject matter hereof and supersede all previous and contemporary proposals, letters, agreements, representations and communications, whether oral or written.

e) Notifications

All notifications required under these T & Cs will be communicated in French and will be sent by email.

The Candidate must send their notifications to the following email address: ambassadrices@thenailsangels.com

TheNailsAngels will send its notifications to the email address indicated by the Candidate when applying for the Program on the corresponding page of the Site. It is understood that any notification by TheNailsAngels will be deemed delivered to the Candidate as soon as said email is sent to the address indicated, notwithstanding any change of email address by the Candidate in the meantime, or any error in the entry of said email address by the Candidate.

The Candidate acknowledges and accepts that email constitutes a valid method of notification for the purposes of these T & Cs.

 

 

f) Applicable law and competent courts

These GTC will be interpreted, as well as the legal relations between the parties, in accordance with French law. The Candidate irrevocably accepts to submit any dispute arising from or in connection with the validity, interpretation and / or execution of these GTC to the exclusive jurisdiction of the Luxembourg courts. Without prejudice to the foregoing, TheNailsAngels may, at its discretion, bring any claim or dispute (including, but not limited to, seeking injunctive relief and / or equitable remedies) arising out of, or in connection with the validity, interpretation and / or execution of these GTC before any court and any administrative authority, in any jurisdiction, having jurisdiction over the subject of this claim or dispute.