1. scope of application
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to the contractual relationship between LUBA GmbH, Massenheimer Weg 25, 61352 Bad Homburg, Germany (hereinafter referred to as “Luba”) and the contractual partner (hereinafter referred to as the “Partner”) of the Partner Programme (hereinafter referred to as the “Partner Programme”).
1.2 Luba offers services exclusively on the basis of this business contract. The Partners’ own terms and conditions shall require the written approval of Luba and shall therefore not apply even if Luba does not object to their application.
1.3 These GTC are only addressed to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). Consumers are excluded from participation in the Partner Programme.
2 Conclusion of contract
2.1 A contract between Luba GmbH and the Partner on the placement of advertising material shall be concluded exclusively via the online application procedure of Luba. By applying, the Partner makes an offer to participate in the Partner Programme and accepts the GTC. A contract shall only be concluded if Luba expressly declares acceptance of the offer or publishes advertising material specific to the Partner.
2.2 There shall be no claim to participation in the Partner Program and to a contract with Luba. Luba may reject individual Partners at any time without stating reasons.
3 Subject matter of the agreement
3.1 The subject matter of this Agreement is participation in the Partner Program, which aims to increase sales of Luba products. To this end, Luba shall provide the Partner with a selection of advertising materials about the Partner Programme at its own discretion. Luba may offer different programmes at the same time. The Partner does not have to pay anything to participate in the Partner Programme.
3.2 The Partner shall place the advertising materials approved for it on its own responsibility on its websites, newsletters or social media presences registered in the Partner Programme. The Partner decides freely whether and for how long he places the advertising material on the Partner website. He is entitled to remove the advertising material at any time.
3.2 The Partner shall place the advertising material published for him on his own responsibility on the websites, newsletters or social media sites registered in the Partner Programme. The Partner decides freely whether and for how long he places the advertising material on the Partner website. He is entitled to remove the advertising material at any time.
3.3 For advertising and successful orders, the Partner shall receive a commission, which depends on the scope and the actual value of the service. The details are given in the description of the Partner Programme and under clause 7 of these GTC.
3.4 The Partner Programme does not create any other contractual relationships between the Parties which go beyond this Agreement.
4. how the partner programme works
4.1 The Partner must register with the data requested during registration for the Partner Programme. Upon registration, the Partner will automatically be set up a customer account on the Website which will enable the Partner to manage its Partner activities and to place orders itself.
4.2 For joint campaigns, Luba shall provide the Partner with a specific HTML code for links and other advertising material that can identify the users of the Partner’s pages when they click on the link. The Partner must integrate this HTML code into its website to enable tracking.
4.3 For links without any affiliate programme identification (direct link tracking), it is mandatory that the originating website has been deposited in the affiliate programme. Info material in e-mail newsletters must therefore first lead to the partner website in order to be correctly identified. Some browsers, such as Safari on iOS, do not allow partner programme links to our SSL-encrypted websites if, for example, your websites do not use SSL encryption.
4.4 Luba cannot guarantee that affiliate tracking will work in all browsers, versions and any tracking-related privacy settings. This is a known issue in the industry and any claims arising from this will not be accepted.
4.5 Through the Partner Account, the Partner shall have access to certain statistical data, defined in detail by Luba, on the advertising media used by the Partner.
4.5 Through the Partner Account, the Partner shall have access to certain statistical data on the advertising material used by the Partner.
5. obligations of Luba
5.1 At its own discretion, Luba shall provide the Partner with a selection of advertising materials (such as banners, text links, videos and images) for individual advertising campaigns. Luba shall be entitled to change the Luba advertising material at any time. After notification by Luba, the Partner shall be obliged to replace the Luba advertising material.
5.2 Luba shall take care of the tracking of visitors who reach the Luba website via the advertising material integrated into its website. Luba automatically links customer orders placed through this to the Partner.
5.3 Luba shall operate its website and the services offered on it, such as the provision of product data, at its own discretion, within the scope of its available technical possibilities. In this context, Luba does not owe any faultless and uninterrupted availability of the website. The quality and accuracy of the products and promotional materials offered on Luba’s website are at Luba’s sole discretion.
5.4 In addition, Luba agrees to pay the remuneration pursuant to section 7 of the GTC.
6. rights and obligations of the partner
6.1 The Partner may only integrate the Luba advertising material into the Partner websites accepted by LUBA. The Partner is expressly prohibited from linking the links provided with other advertising material and/or making changes to the Luba advertising material. Proportional changes in the size of the advertising material and possibly minor adjustments in the anchor text of a partner text link shall not be regarded as changes. The Luba Advertising Material may only be used on the Partner Websites for the purposes provided for in this Agreement.
6.2 The Partner shall be responsible for the content and functioning of the Partner Website itself and shall not, during the term of this Agreement, place any content which may violate applicable law, morals or the rights of third parties and/or may impair Luba’s reputation, Luba shall be entitled, but not obliged, to check Partner Websites. In particular, the Partner is prohibited from disseminating content that
- Glorification of violence and extremism of any kind;
- Appeals and incitement to crime and/or offences, threats against life, limb or property;
- Incitement against persons or businesses;
- Personality-infringing statements, defamation, slander and libel of users and third parties as well as violations of the law of unfair competition;
- Content protected by copyright or other infringements of intellectual property;
- Pornographic content and sexual harassment of users and third parties.
- Pyramid distribution schemes or other alleged ways
represent, relate to or contain guaranteed sources of funds. Such content may neither be integrated on the Partner Website itself nor linked from the Partner Website to relevant content on other websites.
6.3 Any form of abuse, i.e. the generation of sales opportunities by unfair methods or improper means that violate applicable law and/or these terms and conditions, is prohibited. In particular, the Partner is prohibited from attempting, alone or through a third party, to generate revenue through one or more of the following practices or to grant distribution opportunities to the Partner:
- Simulation of sales that have not actually taken place, e.g. by the unauthorised use of someone else’s name or the provision of false or non-existent data when ordering goods on the Luba website.
- Use of forms of advertising that allow tracking but do not display the Luba advertising material, imperceptibly or not in the specified form and/or size;
- cookie dropping: cookies may not be set when visiting the website, but only if the user of the partner website has voluntarily and deliberately clicked on the Luba advertising material beforehand;
- other forms of affiliate fraud (in particular cookie collecting, forced clicks, affiliate hopping), as well as the use of layers, add-ons, iframes and postview technologies to increase sales opportunities;
- Use of Luba or any other person’s rights, including but not limited to trademarks, proprietary terms, for example, in search engines, advertisements or promotion of the Partner Website without the express prior written consent of Luba;
- Display Google ads with affiliate links
6.4 The use of words such as “discount code”, “voucher” and the like in connection with the partner programme requires prior written approval. For the generation of sales, the partner is prohibited from presenting websites on the Internet which may lead to confusion with LUBA or manufacturer websites of the products offered by LUBA. In particular, the partner may not copy the website, landing pages or other appearances of Luba or adopt graphics, texts or other content of Luba without written permission. The Partner must avoid the impression that the Partner website is a Luba project or that its operator is commercially linked to Luba in a way that goes beyond the Partner programme and this agreement. Any use by the Partner of materials or content from the performance of Luba as well as its logos or trademarks shall require the prior written consent of Luba.
6.5 The Partner undertakes to operate the Partner Website also in accordance with the applicable law and in particular to present an appropriate imprint.
6.6 E-mail advertising containing Luba products or otherwise promoting Luba products may only be made if all recipients of the e-mail advertising have consented by double opt-in verification of the e-mail address and this has been correctly documented.
6.7 The Partner shall immediately remove Luba advertising material from the Partner Website if requested to do so by Luba. This shall also apply in particular to websites and additional advertising media in which Luba does not wish the Luba advertising material to appear, or no longer wishes it to appear, for whatever reason.
6.8 The Partner shall refrain from any reference to Luba and Luba products in any application of the Partner Website. In particular, the Partner shall not place any contextual advertisements (including Google AdWords or AdSense) which are identified as “Luba ” or which are the result of the use of the keyword “Luba “. The same applies to the names of Luba products without prior written permission.
6.9 The Partner agrees to refrain from any electronic attacks on the tracking system and the websites of Luba. In particular, attempts to overcome, circumvent or otherwise override the security mechanisms of the tracking system, the use of computer programs to automatically read data, the use and/or distribution of viruses, worms, Trojans, brute force attacks, spam or the use of other links, programs or procedures that could damage the tracking system, the Partner Program or a participant in the Partner Program.
7.1 The Partner shall receive a performance-related remuneration from Luba for the sales which have been made on the Luba Website and which can be recorded for the Partner.
7.2 The right to remuneration shall only arise under the following conditions:
- a sale has been made by an end customer with Luba as a result of the partner’s advertising activity;
- the sale has been tracked by Luba (“tracked”);
- the purchased product has not been returned within the period specified in Clause 7.3; and
- there is no abuse within the meaning of Clause 6.3 of these GTC.
7.3 A sale shall be deemed to be a completed order if it has been generated by an end customer on the website operated by Luba and paid for by the end customer. Repayments, for whatever reason, reduce the amount used as the basis for calculating the commission. If the end customer has not paid or if payments made by the end customer are refunded in full, the sale is thereby recognised and is not eligible for commission. Reversals occurring more than 8 weeks after payment by the End Client will not be considered.
7.4 Orders placed by the Partner or his family members will not be reimbursed.
7.5 Orders which are not remunerated are the result of referrals generated via Partner websites or other advertising space where Luba has requested the Partner to remove the advertising material (Clause 6.7).
7.6 Decisive for the question of whether a sale has been generated by a referral is the tracking system used by Luba. Unless otherwise specified in the Partner Programme or individual campaigns, the “last cookie wins” principle shall apply for a cookie duration of 30 days. Luba shall not be liable for payment if Luba or a third party, causes a tracking system failure or other malfunction.
7.7 The amount of the remuneration shall depend on the commission stated in the respective campaign at the time of the sale.
7.8 Upon request, Luba shall provide the Partner with a settlement of the remuneration claims. If the Partner objects to a settlement, this must be submitted to Luba in writing within four weeks of receipt of the settlement. After expiry of this period, the settlement shall be deemed to be correct.
7.9 Remuneration claims shall be due every two months after the end of the month, but only from a commission sum of 100 euros.
7.10. Payment shall be made by bank transfer with debt-discharging effect to the bank account specified by the Partner on the customer account. All bank charges (e.g. bank accounts abroad) will be charged to the Partner.
7.11. The commission stated is net and is paid plus value added tax.
8.1 Unlimited liability: Luba shall be liable for intent and gross negligence and in accordance with the Product Liability Act. In the event of slight negligence, Luba shall be liable for damage caused by injury to life, limb and health of persons.
8.2 In addition, the following limited liability shall apply: In the event of slight negligence, Luba shall only be liable in the event of a breach of a material contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the contract. And on the observance of which the Partner can regularly rely (cardinal obligation). Liability for slight negligence shall be limited to the amount of the damage foreseeable at the time of conclusion of the contract, the occurrence of which is typically to be expected.
8.3 There shall be no further liability on the part of Luba.
8.4 The above limitation of liability shall also apply to the personal liability of employees, agents and bodies of Luba.
9. indemnification claim/contractual penalty
9.1 The Partner shall indemnify Luba and its employees or agents against all claims of third parties arising from the alleged or actual infringement and/or violation of rights of third parties by the Partner in connection with the Partner Program. In addition, the Partner undertakes to reimburse all costs incurred by Luba as a result of such a claim by third parties. Reimbursable costs include the costs of a proper legal defence.
9.2 The Other Party undertakes itself to pay a contractual penalty for each case of abuse under clause 6.3, to be determined by Luba at its own discretion and to be reviewed by a court in the event of a dispute. The penalty will not be more than twelve times the Partner’s strongest monthly income within the last six months prior to abuse. Further claims for damages by Luba remain unaffected by this provision.
10 Rights of use
10.1 The Luba Advertising Materials and other contents of Luba are protected by copyright and/or by other industrial property rights. For the duration and purpose of this Agreement, Luba grants the Partner a non-exclusive right to use the advertising materials. Proportional resizing of the advertising media and possibly minor adjustments in the anchor text of a Partner text link shall be permitted.
10.2 Any modification, reproduction, distribution or public copying of the Luba Advertising Materials or of a part thereof which is of a substantial nature and scope shall require the prior written consent of Luba insofar as it goes beyond the scope granted in paragraph 1.
11.1 The Partner undertakes to treat as confidential all information arising from Luba’s trade or business secrets or other confidential information for an indefinite period of time (including beyond the end of this Agreement) and only for the purposes of the Agreement and in particular not to disclose or otherwise exploit third parties. If information is considered confidential by Luba, there shall be an irrevocable presumption that it is a trade or business secret.
11.2 The Partner shall treat the contents of this Agreement and the related documents as confidential (as trade and business secrets).
11.3 The Partner shall oblige its employees and others whom it uses to fulfil its contractual obligations to maintain confidentiality in accordance with the above paragraphs 1 and 2 and shall oblige them likewise.
12. contract term/termination of the contract/blocking
12.1 The contract shall run for an indefinite period and may be terminated by either party at any time without prior notice and without stating reasons.
12.2 Furthermore, the right of the parties to terminate the contractual relationship for good cause by extraordinary termination shall remain unaffected. For Luba, there is good cause for extraordinary termination, in particular in the following cases:
- serious breach of the obligations of this Agreement by the Partner, in particular a breach of Clauses 6.2, 6.4 and/or 6.8;
- a breach of the obligations of this Agreement and non-compliance or cessation of the breach despite a request to that effect by Luba;
- a case of abuse within the meaning of Clause 6.3.
12.3 Notice of termination may be given by e-mail. Termination announced by Luba by e-mail shall be deemed to have taken place on the day of sending to the e-mail address of the Partner which has been deposited in the Account. Luba may also terminate the termination by restricting access to the Customer’s account. The contract shall be terminated upon receipt of the notice of termination. Alternatively, a written notice of termination may be sent by post.
12.4 After termination of the contract, the Partner shall be obliged to remove all advertising material and other links and content of Luba from the Partner Website without delay. The turnover generated after the end of the contract shall not result in an obligation to pay.
12.5 Instead of termination, Luba may also block the customer account in the case of clause 12.2. This shall also apply if there is only a reasonable suspicion of misuse in accordance with Clause 6.3. Luba shall inform the Partner of the reason for the block. Luba shall lift the block as soon as the reasons for the suspension have been clarified and finally eliminated. The turnover generated during the suspension period shall not result in a payment obligation.
13 Data storage and data protection
The LUBA data protection regulations are accepted with the start of the partnership. The Luba data protection declaration can be found here: https://luba.de/en/privacy-policy/.
14. final provisions
14.1 Should the contract contain invalid provisions, the validity of the remainder of the contract shall not be affected.
14.2 Luba reserves the right to amend these Terms and Conditions at any time. Any changes shall be notified to the Partner by e-mail. If the Partner does not agree with the changes, it shall be entitled to notify Luba thereof by the expiry of four weeks from receipt of the notice of change. In this case, Luba shall have a special right of termination. If such notification is not given within this period, the amendments shall be deemed to have been accepted and shall enter into force upon expiry of the period.
14.3 German law shall apply exclusively to the present contract to the exclusion of the law on sales.
14.4 If the Partner is a merchant, a legal entity under public law or a special fund under public law, Bad Homburg v.d.H. shall be the place of jurisdiction for all disputes arising from or in connection with contracts between Luba and the Partner.