|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
1. ENGAGEMENT OF END USERS
1.1 The Affiliate agrees to Refer End Users to Airalo for the purpose of acquiring the Services as requested by the End Users on such terms as specified within these terms.
1.2 The Affiliate acknowledges and agrees that Airalo may at any time appoint other Affiliates to Refer the Services
1.3 The Affiliate must not and ensure that its Representatives do not:
(a) represent or pass off that the Affiliate is Airalo (or a Related Entity or Related Body Corporate of Airalo) or that the Affiliate is in any way associated, related or affiliated with Airalo, save as to the extent of any relationship expressly created by Airalo; or
(b) amend or alter, or purport to amend or alter, the terms and conditions, including the End User Agreement, on which Airalo is prepared to supply the services to an End User, without Airalo's written consent.
1.4. Airalo reserves the right, in its sole discretion, to reject a Referral that does not comply with its requirements that it may establish from time to time.
2. OBLIGATIONS OF THE AFFILIATE
(a) cooperate fully with Airalo in order to establish and maintain the Links and use the Links in compliance with and for the purposes of these terms;
(b) display the Links or promotional codes prominently in relevant sections of their website;
(c) clearly disclose to End Users that the Affiliate receives Affiliate Fees for Referrals;
(d) not to use cookie stuffing techniques that set the Affiliate tracking cookie without the End User’s knowledge;
(e) conduct its business in a proper and professional manner to a standard reasonably satisfactory to Airalo and in accordance with these terms;
(f) exercise all reasonable care and skill in performing its duties under these terms and in all matters act in good faith towards Airalo;
(g) not use any trademark of Airalo, its Related Bodies Corporate or its Suppliers in marketing and promoting the Services, other than as approved by Airalo or its Suppliers from time to time;
(h) not give any warranty or undertaking to any person in relation to the sale of the Services other than as Airalos permits from time to time;
(i) provide Airalo with all information that it reasonably requires to provide the Services;
(j) not unreasonably withhold or delay any action, approval or decision which is required to Refer a Service;
(k) take full responsibility for actions of its employees and agents in marketing, promoting and soliciting applications for the Services;
(l) in all its dealings with End Users and prospective End Users, take all steps necessary to protect and safeguard the reputation of Airalo;
(m) not incur any liability on behalf of Airalo or in any way pledge or purport to pledge Airalo's credit;
(n) not modify or alter any of the Intellectual Property other than as allowed by these terms;
(o) advise Airalo immediately of any complaints received by the Affiliate in relation to the Services and not attempt to handle complaints and service and connection enquiries;
(p) notify Airalo where there is a proposed Change of Control;
(q) comply at all times with all laws, directives, standards, codes and regulations which are applicable to the marketing and promotion of the Services including but not limited to statutes relating to telecommunications, privacy, trade practices, and fair trading;
(r) comply with all directions and orders issued by a regulatory body under applicable laws from time to time, to the extent that such directions and orders may affect the sale of the Services in any way; and
(s) not engage in misleading or deceptive conduct.
3. AFFILIATE FEES
3.1 Airalo reserves the right to withhold Affiliates Fees and terminate these terms at its sole discretion in the event that the Affiliate is considered to not be compliant with the legal obligations specified in these terms
3.2 Airalo is not required to pay Affiliates Fees for Referrals for any of the following:
(a) A purchase by an End User that has transferred from any Airalo partners or subsidiaries;
(b) A purchase by an End User who is also associated with any Airalo reseller, referral, or other programs;
(c) A purchase that was completed prior to the Affiliate executing these terms or was not tracked properly through Airalo's referral program
(d) A purchase that Airalo suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with these terms;
(e) A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Airalos sole discretion;
(f) A purchase by an End User that was offered or received coupons, refunds, credits or discounts by the Affiliate; and
(g) A purchase by an End User engaging in "Domain Speculation" as determined by Airalo in its sole discretion.
3.3 Airalo reserves the right to suspend the payment of Affiliate’s Fees at any time and indefinitely if it suspects fraud or other improper activity or a potential breach of any of the terms of these terms by the Affiliate or End User.
3.4 The affiliate will be paid commissions at the end of each month and will be paid through Paypal.
3.5 Any attempt by an Affiliate to manipulate, falsify or inflate Affiliates Fees to intentionally defraud Airalo or any violation of these terms constitutes immediate grounds for Airalo to terminate these terms and will result in the forfeiture of any Affiliates Fees due to the Affiliate.
3.6 If either party wishes to dispute all or part of the Affiliate Invoice, it may only do so in accordance with the following:
(a) the dispute must be based on reasonable grounds and made in good faith; and
(b) the part of any invoice which is not in dispute must be paid to the receiving party.
3.7 The parties must use their reasonable endeavours to promptly resolve any dispute
4.1 Each party must:
(a) keep the other party’s Confidential Information confidential;
(b) use the other party’s Confidential Information only as permitted by or for the purposes of these terms, to comply with obligations imposed on the Affiliate or its Related Bodies Corporate by law and to comply with directions and orders issued by a Regulator; and
(c) disclose the other party’s Confidential Information only:
(i) to those of its employees and those of its Related Bodies Corporate employees who have a need to know and who have agreed to keep it confidential; and
(ii) as required to facilitate the use of the other party’s Confidential Information as permitted under this clause 12.1 or as otherwise specified in this these terms.
4.2 The obligations of confidentiality in clause 7.1 do not apply to Confidential Information:
(a) that is in the public domain other than as a result of a breach of these terms or other obligation of confidence; or
(b) that is already known by, or rightfully received, or independently developed, by the recipient free of any obligation of confidence.
4.3 Either party may disclose Confidential Information of the other party where such Confidential Information is disclosed in compliance with an applicable law or a court order, provided that, prior to disclosing any such Confidential Information, the party making the disclosure has, where practicable, given the other party reasonable advance notice of such law or order and an opportunity to preclude or limit such production.
4.4 If it is uncertain as to whether:
(a) any information is Confidential Information; or
(b) any Confidential Information is publicly available, that information will be taken to be Confidential Information and not generally available to the public unless Airalo advises the Affiliate in writing to the contrary or a court declares it to be publicly available.
5.1 Without prejudice to any of Airalo's other rights under these terms, Airalo may at any time for its sole convenience and for any reason, by written notice to the Affiliate, terminate their engagement with Airalo effective from the time stated in Airalo's notice, or if no time is stated, at the time the written notice is given to the Affiliate.
5.2 The Affiliate may terminate these terms upon completion of the Initial Term by notifying Airalo in writing no less than thirty (30) days’ prior to the Initial Term ending.
5.3 The parties may, by agreement, terminate these terms upon such terms as agreed.
5.4 Airalo may terminate these terms if:
(a) the Affiliate breaches a Material Term of these terms and fails to remedy that breach within ten (10) Business Days after receiving notice from Airalo requiring it to do so;
(b) the Affiliate breaches any other provision of these terms that is capable of being remedied and fails to remedy that breach within twenty (20) Business Days after receiving notice from Airalo requiring it to do so;
(c) there is a Change of Control of the Affiliate;
5.5 On termination of these terms, the Affiliate must immediately:
(a) stop promoting and selling the Services to End Users;
(b) return to Airalo all Airalo's Confidential Information, Intellectual Property and other material and all copies thereof; and
(c) delete from their systems and Databases any and all information provided by Airalo during the term of the affiliate work, including but not limited to data provided directly to the Affiliate, but not including any information which the Affiliate is required by law to retain.
6. LIABILITIES AND INDEMNITIES
6.1 The Affiliate will be responsible for all liabilities incurred:
(a) in respect of its conduct of its business;
(b) in respect of any penalty, fee or fine imposed under any Law in connection with a breach or threatened breach of these terms or of any Law and
(c) as a result of its breach of these terms;
and the Affiliate must indemnify Airalo against all suits, proceedings, actions, claims, demands, costs and expenses suffered by or made against Airalo arising after or in connection with these liabilities.
6.2 Except as specifically set out in these terms:
(a) Airalo makes no representation, nor gives any warranty, in relation to any information and assistance provided in relation to the sale of the Services or the performance of the Services, unless otherwise provided for in writing; and
(b) Airalo will not be liable for any direct or indirect Loss or Consequential Loss suffered by the Affiliate or any other third party.
6.3 The Affiliate must indemnify and keep Airalo harmless in respect of any Losses, costs, claims, demands and expenses (including legal fees on a solicitor/client basis) of whatever nature arising as a result of a breach of these terms by the Affiliate or its employees, including but not limited to liabilities that may pass through from a Supplier.
6.4 The Affiliate represents and warrants that it is duly incorporated under the jurisdiction of your incorporation, with all requisite power and authority, to enter into these terms and perform all obligations under these terms.
7. RELATIONSHIP BETWEEN THE PARTIES
7.1 The Affiliate is an independent party and no agency, employment, Affiliates or other relationship will exist between the Affiliate and Airalo. Nothing in these terms shall be deemed or construed to render Airalo liable for any costs, obligations or expenditures
pursuant to any relevant employment laws.
7.2 The Affiliate must not at any time represent to any other party that it is an employee of Airalo.
7.3 The Affiliate will have no authority to bind Airalo legally with respect to any third party unless expressly authorised in writing to do so by Airalo.