GENERAL TERMS AND CONDITIONS OF BUSINESS REFERRAL ("AMBASSADORS" PROGRAM)
These Terms and Conditions of Business Referral (hereinafter the "T&Cs") are entered into between TheNailsAngels OÜ, a company incorporated under the laws of Estonia, 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 in the Program (hereinafter "You" or "the Applicant"). These T&Cs are accepted by the Applicant by clicking on the "Apply" box, or similar, on the relevant web page of the Site. The parties agree as follows:
Article 1 - Definitions
"Ambassador" means the Candidate whose application for membership 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 Ambassador applies regardless of the gender of the Candidate concerned.
"Commission" means the amount paid by TheNailsAngels to the Ambassador for the Services rendered by the Ambassador, as detailed in Section 10.
"Effective Date" means the date on which the Candidate has submitted his or her participation in the Program on the corresponding web page of the Site.
"Products" means all products marketed by TheNailsAngels on the Site.
"Program" means the business referral program (called "Ambassadors" on the Site) by which the Ambassador performs the Services for the benefit of TheNailsAngels, in exchange for the payment of the Commission.
"Services" means the services described in Section 5.
"Site" refers to the Internet site https://thenailsangels.com/developed and maintained by TheNailsAngels.
Article 2 - Purpose
TheNailsAngels distributes and markets nail stickers and related manicure products to its customers, and wishes to address new prospects. TheNailsAngels is looking for people to act as business contributors, in order to expand its marketing scope. The Candidate has proposed to TheNailsAngels to act in this capacity, by submitting his application on the corresponding web page of the Site.
Article 3 - Duration and termination
These GTC are applicable between the parties from the Effective Date for an indefinite period.
Either party may terminate these GTC for convenience, after having notified the other party of such termination (under the conditions detailed in Article 17 e.)
The termination of these GTC by TheNailsAngels does not entitle the Candidate to any indemnity or compensation of any kind. The Candidate acknowledges and accepts that the termination of these GTC by TheNailsAngels shall not constitute a breach of established commercial relations within the meaning of applicable law.
Article 4 - Analysis of the application
Once the Candidate's application to the Program has been sent to TheNailsAngels by sending the dedicated form on the Site, TheNailsAngels will analyse the said application on the basis of the information and motivations provided by the Candidate.
At the end of this analysis, TheNailsAngels will notify the Candidate, at the email address provided in the form, its decision to :
- Accept the Candidate's membership in 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 being required. As long as the Candidate has not received notification of the said decision, his/her application will be deemed to have been rejected. The absence of notification of the decision does not imply tacit confirmation by TheNailsAngels.
The Candidate shall not be entitled to any compensation or any other form of indemnity due to the rejection of his/her application by TheNailsAngels.
Article 5 - Affiliation
In case of acceptance of the Candidate's affiliation to the Program, the Ambassador will be appointed, and her appointment will be deemed automatically accepted by her, as a non-exclusive business contributor, in charge of acting as an intermediary between TheNailsAngels and its customers and increasing the number of orders for Products. The Ambassador has no authority to engage TheNailsAngels as her agent or to engage in any way on behalf of TheNailsAngels, except with the prior written consent of TheNailsAngels for each specific need.
Article 6 - Missions of the Ambassador as a business contributor
The Ambassador undertakes to perform the following services in accordance with these GTCs:
- Identification of potential prospects for the Products
- Development/encouragement of business opportunities for the sale of the Products by TheNailsAngels
- Facilitation of a direct engagement for the purpose of the said sales between the prospects and TheNailsAngels
The Ambassador agrees to use her best efforts to promote the Products and TheNailsAngels' brand image to her prospects.
The Ambassador will provide prospects with advertising and promotional materials that TheNailsAngels will make available to other authorized business introducers, agents or resellers of the Product(s). The Ambassador may re-use content related 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 materials. This license may not be used by the Ambassador for (i) productive or commercial use, (ii) any other purpose than that contemplated in these GTCs, including, without limitation, for the Ambassador's own use or for the benefit of any third party, including prospects, or (iii) in connection with consulting or any other service, including, training of prospects or any third party. This license is granted to Ambassador "AS IS" without warranty of any kind, whether express or implied, oral or written, including, without limitation, the implied warranties of merchantability, title, non-infringement, or fitness for a particular use or purpose.
The Ambassador will demonstrate to prospects the operation and capabilities of the Products. In particular, she may make promotional videos, which will be subject to the conditions defined in Article 16 "Intellectual Property".
The Ambassador is responsible, through all necessary due diligence and investigation, for the credit analysis and solvency of the prospect(s) for whom she detects a business opportunity.
Article 7 - Relationship with prospects
The Ambassador must explicitly specify to the prospect(s) that the Ambassador is an independent contractor acting as a business referral and NOT as an agent of TheNailsAngels. Quotes for Products as well as the overall order management process will be handled exclusively by TheNailsAngels. Notwithstanding the foregoing, TheNailsAngels may request the Service Provider to provide administrative support for the management of customer orders from time to time. In all circumstances, TheNailsAngels shall remain free to agree or not to agree to a sale with the prospect(s).
Article 8 - General obligation of TheNailsAngels
TheNailsAngels shall provide the Ambassador with the necessary information relating to the Products as well as other information in its possession required for the performance by the Ambassador of its obligations under these GTC.
Article 9 - Conflicts of interest
The Ambassador shall avoid any transaction or situation that would place, or appear to place, the Ambassador in a conflict of interest or apparent conflict of interest with respect to her obligations under these GTC. During the term of these T&Cs and for a period of ninety (90) days thereafter, the Ambassador will not engage in any business transaction that competes with the business of TheNailsAngels or any of its affiliates, and the Ambassador will not provide sales representation or marketing services to any person or entity engaged in such activities. Upon entering into these T&Cs, the Ambassador shall provide TheNailsAngels with a list of companies for which the Ambassador is currently providing brokerage or sales consulting services.
Article 10 - Use of distinctive signs
TheNailsAngels hereby grants the Ambassador a limited license to use any or all of its trademarks and logos (hereinafter, the "Distinctive Signs"), for the exclusive purpose of enabling the Ambassador to promote the Products to the Customer(s), at the Ambassador's expense, provided that any such communication to the Customer(s):
(i) complies with all guidelines, standards, instructions and policies issued by TheNailsAngels from time to time, and all applicable laws and regulations; and
(ii) is reviewed and authorized by TheNailsAngels in writing prior to delivery to the Client(s). For clarification purposes, it is understood that the Ambassador agrees not to use the Trademarks on radio, television, newspapers, magazines or the Internet without the prior written consent of TheNailsAngels.
The Ambassador further agrees that TheNailsAngels or its duly authorized representative or agent shall have 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 agrees (i) not to alter or remove any of the trademarks, marks or indications displayed on the Products or 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 encourage or endorse any advertisement or practice that is likely to mislead or deceive any party or damage the goodwill or reputation of TheNailsAngels or its affiliates or the Products and (ii) not to attack or challenge, during the term of these T&Cs, or thereafter, the intellectual, or industrial property rights, or any other rights of TheNailsAngels or its affiliates in the Distinctive Signs or to attack the validity of this license or to take or fail to take any other action that infringes such rights or license.
In addition, the Ambassador agrees to immediately withdraw any statement upon TheNailsAngels becoming aware of it and to cease any advertising or practice that TheNailsAngels considers to have such effect. After the termination of these GTC, at any time and for any reason, the Ambassador will no longer be allowed, and therefore agrees, not to use the distinctive signs.
The Ambassador further agrees to assist TheNailsAngels to the extent necessary to obtain protection or to protect any of the Trademarks. In the event of a claim by a third party in connection with the Trademarks, TheNailsAngels shall be the only party authorized, if it so chooses, to initiate or prosecute any claim or suit. In the event that a violation of the Distinctive Signs by a third party comes to the attention of the Ambassador, the Ambassador will immediately notify TheNailsAngels in writing and TheNailsAngels will decide, in its sole discretion, what action to take with respect thereto. The Ambassador shall do everything reasonably possible to improve the quality and reputation of the Distinctive Signs.
Article 11 - Commission11.1 Promotional code
When applying for the Program on the corresponding web page of the Site, the Applicant will be asked to enter the name of a promotional code that will be exclusively assigned to him/her. TheNailsAngels reserves the right, at its sole discretion, to modify the discount level or the name initially entered for the promotional code.11.2 Calculation of the Commission
During the performance of the Services, the Ambassador may communicate her promotional code to the prospects she has canvassed. The prospect may, in turn, enter the promotional code when placing their first order on the Site, in order to benefit from the associated discount. The prospect will be able to enter the promotional code to identify the orders placed by the Ambassador through the execution of the Services. It is expressly understood that the promotional code can only be applied to a customer's first order on the Site.
For the purposes of this section, "eligible order" means any order that meets the following cumulative conditions:
- This order is the customer's first order on the Site, and
- This order has been validly placed by the customer, and
- During the term of these GTC, and
- Has been accepted, processed and shipped by TheNailsAngels, and
- Has been paid in full by the Customer to TheNailsAngels, including through the use of a gift card or other pre-payment method, and
- Has not been cancelled or refunded, and
- Was placed by the customer after referencing the Ambassador's promotional code when ordering, either manually or automatically via an affiliate link provided by the Ambassador.
Each eligible order will entitle the Ambassador to a commission. The amount of each Commission is ten (10) percent of the net amount of the eligible order, excluding all additional costs (such as, but not limited to, all taxes, shipping costs, customs fees etc.).
TheNailsAngels reserves the right to change the amount of the Commission at any time, upwards or downwards, whether this change affects one or all Ambassadors. TheNailsAngels will notify the Ambassador of any such change in accordance with Article 17 e. hereof.
The amount of the Commission will be determined and paid in Euros.
11.3 Payment of the Commission
In order to receive the Commission, the Ambassador undertakes to specify her payment details in her personal space on the Website. It is expressly understood that in the absence of such information, TheNailsAngels will not be able to pay the Commission to the Ambassador.
The payment of the Commission will be made at the Ambassador's choice, either by means of a PayPal transfer from TheNailsAngels account to the Ambassador's account, or by gift card valid only on the Site. Any other payment method is expressly excluded. TheNailsAngels reserves the right to change the payment method of the Commission at any time. Such a change will be notified to the Ambassador under the conditions provided for in Article 17 e. of these Terms and Conditions.
Ambassador acknowledges and agrees that she must hold and maintain a PayPal account during the term of these T&Cs in order to receive her Commission.
A commission is definitively due to the Ambassador thirty (30) days after the customer receives the eligible order, after which time the customer may not withdraw and/or request a refund. TheNailsAngels reserves the right to change the payment terms at any time. Such a change will be notified to the Ambassador under the conditions provided for in Article 17 e. of these Terms and Conditions.
The payment of the commission will be made to the Ambassador who has chosen a payment by gift card, as soon as the balance due exceeds 10 euros.
The commission will be paid to the Ambassador who has chosen a payment via PayPal, as soon as the balance due exceeds 20 euros.
All taxes, duties or fees attributable or levied in connection with the Commission are the sole responsibility of the Ambassador.11.4 Exclusions
TheNailsAngels will not be held responsible in case the customer does not indicate the promotional code previously communicated by the Ambassador, or does not access the Site through an affiliate link communicated by the Ambassador. It is understood that in this case, the said order will not be considered an eligible order within the meaning of this article and will not entitle the Ambassador to the payment of a commission.
The Commission constitutes the full and exclusive remuneration of the Ambassador under these GTCs and the Ambassador agrees that she shall not be entitled to any other fees, compensation, commission, indemnification or expenses of any kind hereunder, including, without limitation, upon expiration or termination of these GTCs. If the Ambassador wishes to raise a question regarding the amount of the Commission paid by TheNailsAngels hereunder, she shall notify TheNailsAngels in writing within ten (10) days of receipt of such Commission. In the absence of such notification within the above time period, the Ambassador shall be deemed to have irrevocably and unconditionally accepted the calculation of any Commission received from TheNailsAngels.
Article 12 - Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IS INDEPENDENTLY AND EXCLUSIVELY RESPONSIBLE FOR ITS OBLIGATIONS UNDER THESE GC. NEITHER PARTY SHALL BE HELD JOINTLY AND SEVERALLY LIABLE WITH THE OTHER PARTY UNDER, BY REASON OF, OR IN CONNECTION WITH THESE GC.
TheNailsAngels shall have no liability to the Candidate of any kind whatsoever in respect of any claim, loss, damage, expense or cost of any kind, whether direct or indirect, arising out of or resulting from these T&Cs as a whole (including any termination fee provided by the law of the geographical territory in which the Ambassador is located or in which the Ambassador performs the Services), except for the payment of the Commission due under the terms of these T&Cs.
Ambassador shall indemnify, defend and hold harmless TheNailsAngels from and against any and all claims and actions, and all costs and expenses related thereto (including, without limitation, attorneys' fees), based upon, arising out of or in connection with the performance of the Services under these T&Cs.
Article 13 - Compliance with applicable law
In the performance of these GTCs, the Candidate shall at all times fully comply with all applicable laws, regulations, administrative orders and court decisions, and shall not take any action or make any omission that may subject TheNailsAngels or any of its affiliates to any liability hereunder. The Candidate shall notify TheNailsAngels as soon as it becomes aware of any change in any applicable law or regulation that may impact this Agreement.
The Ambassador represents and warrants that she will not pay, offer, give or promise to pay or authorize the payment of money or other things of value, including gifts or entertainment, in order to obtain/retain business and/or secure an improper advantage in connection with these GTCs.
The Services and Products are subject to the applicable export and re-export laws and regulations of any country. The Ambassador shall comply with all such laws within and outside the territory applicable to the Services and Products, including, without limitation, laws regarding the export, import, in-country transfer, re-export and end-use control of the Services and Products. The Contractor agrees not to export, re-export or transfer, directly or indirectly, the Services and/or Products, or to permit the transshipment thereof, to any country or customer subject to sanctions or requiring authorization, without first obtaining such authorization. The Ambassador shall, at its own cost and expense, obtain all authorizations, licenses and other consents necessary to conduct its business hereunder. TheNailsAngels shall have no liability to the Ambassador if the necessary authorizations, licenses or consents are not obtained.
Article 14 - Warranties
The Ambassador hereby warrants to TheNailsAngels, at all times during the term of these GTCs, that she shall perform the Services and all other obligations arising from these GTCs with due care and diligence, in accordance with all applicable laws and regulations and the highest professional standards.
Ambassador shall cause its employees and agents, if any, to do the same.
Ambassador further warrants to Ambassadrice that at all times during the term of these T&Cs:
(i) she has the right and authority to enter into and perform these GTCs without the consent of any third party;
ii) she has no existing contracts, duties or obligations to any other person or entity that conflict with the Ambassador's obligations under these GTCs;
iii) she has or will be granted, at her own expense, prior to the performance of any service, any authorization of any kind whatsoever required or useful for such purpose;
iv) it is qualified and competent to perform the services, to control the cost and planning of their performance and to perform its obligations under these GTCs. Accordingly, it must have the commercial training required for the provision of the Services; and
v) she agrees to maintain herself qualified and trained for the performance and supervision of the Services.
Article 15 - Relationship between the parties
The relationship between the Ambassador and TheNailsAngels is that of independent contractors, with each party acting on its own behalf and at its own expense and risk. Nothing in these T&Cs shall be construed as creating a partnership, corporation, joint venture or, except as expressly provided in these T&Cs, an agency relationship between TheNailsAnngels and 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 bind the other party in any manner or for any purpose, except as expressly provided in these T&C. The Ambassador shall have complete freedom in the selection and organization of its activities and shall perform any services hereunder as an independent contractor.
Article 16 - Employees of the Ambassador
Where applicable, the Ambassador is solely responsible for the selection and conduct of her employees, who in all cases are the sole responsibility of the Ambassador. Accordingly, the Ambassador is responsible for all of her employees involved in the performance of the Services and must comply with all employer obligations in this regard. The Ambassador shall manage and supervise her employees involved in the performance of the Services and shall ensure their safety under her sole responsibility and independence. The Ambassador shall ensure that her employees are fully informed of and comply with all safety instructions at the premises where the Services are performed.
Article 17 - Intellectual Property
All right, title and interest in and to copyrights, patents or other intellectual property rights, trade secrets, know-how, associated with (i) any material provided by TheNailsAngels under these T&Cs or (ii) any idea, concept, technique, invention, process or work of authorship created by the Ambassador in the course of the Services and involving the Trademarks and/or the Products ("Works"), belong exclusively to TheNailsAngels, and the Ambassador agrees to provide TheNailsAngels with full disclosure thereof. Such works include, without limitation, promotional materials, even if the cost of producing such materials is borne by the Ambassador. To that extent, the Ambassador further agrees that all such intellectual property rights in the works shall be automatically assigned to TheNailsAngels at the time of creation, without the need for any further consideration, and TheNailsAngels shall have, without limitation, the exclusive right to (i) obtain and hold in its own name such copyrights, registrations, and similar protection that may be available in such works (ii) to use, exploit, market and publish such works in any form and in any media, including the Internet, whether now known or hereafter devised, throughout the world, in any language, as TheNailsAngels shall determine in its sole discretion without further reporting to the Ambassador. In addition, the Ambassador agrees 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 TheNailsAngels' intellectual property rights therein, including, without limitation, copyright and patent rights.
Article 18 - Miscellaneous provisions
The Candidate shall not subcontract, assign, delegate or otherwise transfer (including, without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under these T&Cs, without the prior written consent of TheNailsAngels.
TheNailsAngels shall be free to assign, delegate or otherwise transfer (including, without limitation, by way of merger or contribution), any or all of its rights or obligations under these GTCs and/or otherwise subcontract any of its obligations under these GTCs, in whole or in part, to an affiliate and/or third party, without the consent of the Candidate.
18.2 Modification and waiver
TheNailsAngels reserves the right to modify all or part of these GTCs 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.
Except as otherwise provided in the preceding paragraph, no waiver, modification, alteration or cancellation of any provision of the GTCs shall be binding unless previously agreed by both parties.
If any part of these GTC is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall nevertheless be binding and shall have the same effect as if the invalid, illegal or unenforceable part had been deleted originally.
18.4 Entire Agreement
These GTC constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous proposals, letters, agreements, representations and communications, whether oral or written.
All notices required under these GTC shall be given in French and shall be sent by email.
The Candidate shall send its notifications to the following email address: email@example.com
TheNailsAngels will send its notices 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 to have been delivered to the Candidate as soon as the said e-mail is sent to the address indicated, notwithstanding any change of e-mail address by the Candidate in the meantime, or any error in entering the said e-mail address by the Candidate.
The Candidate acknowledges and accepts that e-mail is a valid method of notification for the purposes of these GTC.
18.6 Applicable Law and Jurisdiction
These GTC shall be interpreted, as well as the legal relations between the parties, in accordance with French law. The Applicant irrevocably agrees to submit any dispute arising from or in connection with the validity, interpretation and/or performance 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 and/or equitable relief) arising out of, or in connection with, the validity, interpretation and/or performance of these GTCs before any court and any administrative authority, in any jurisdiction, having jurisdiction over the subject matter of such claim or dispute.