CLAUSE 1. Definitions And Interpretation
1.1. SAVE ‘N EARN WIRELESS
SAVE ‘N EARN WIRELESS is the owner and manager of HTTPS://SAVENEARN.COM.PH, on which SAVE ‘N EARN WIRELESS and other third parties (marketplace sellers) are offering
products/goods and/or services.
1.2. SAVE ‘N EARN WIRELESS' PRODUCTS
The website and the application on which SAVE ‘N EARN WIRELESS or third parties (marketplace sellers) offer to sell, sell and distribute products/goods and/or services.
1.3. SAVE ‘N EARN WIRELESS AFFILIATE PLATFORM
The online platform is provided by SAVE ‘N EARN WIRELESS, which enables the Affiliate to participate in the SAVE ‘N EARN WIRELESS Affiliate Program and provides the Affiliate with statistical and financial information via SAVE ‘N EARN WIRELESS's Affiliate Platform.
The Affiliate is also able to find all the necessary information and materials, including: (1) Affiliate's performance, (2) retrieve advertising materials, and (3) access to Affiliate's amount of commission
Entity or individual is Party B of this Agreement, as identified on the Sign-Up Form, entitled to publish SAVE ‘N EARN WIRELESS' Advertising Materials via Affiliate's Media.
1.5. AFFILIATE'S MEDIA
Affiliate's Media means all advertising media, including but not limited to website, application, newsletter, Affiliate networks' sub affiliates, and their owned and brokered media registered to the Affiliate Program by the Affiliate and approved by SAVE ‘N EARN WIRELESS.
1.6. AFFILIATE PROGRAM
SAVE ‘N EARN WIRELESS’ Affiliate Program that offers to sell and distribute products/goods and/or services to Customers via Deeplinks on the Affiliate's Media.
SAVE ‘N EARN WIRELESS's mobile application.
SAVE ‘N EARN WIRELESS shall not make commission pay-outs, and reserves the right to set-off or initiate chargebacks, on invalid transactions. Invalid transactions include but are not limited to:
A. Fraudulent Transactions- identified manually or by the means of automated fraudulent order check tools used by SAVE ‘N EARN WIRELESS
B. Collusions- transactions where the Affiliate or sub affiliate is connected to the Seller, as per Clause 4.17
C. Cancelled Transactions
D. Returned Orders
E. Resellers - Orders made with the intention of reselling as per Clause 4.17.
F. Non-permitted Traffic - sources: as per Clause 4.2, 4.3, 4.5 and 4.7.
A user's action of a deeplink for the Affiliate Program, leading to the SAVE ‘N EARN WIRELESS Product.
The fee received by an Affiliate for delivering a sale or an agreed action excluding chargeback.
A consumer who accesses the Advertising Media of the Affiliate or the SAVE ‘N EARN WIRELESS Product, and places an order.
A link to the SAVE ‘N EARN WIRELESS Product in the form of the exact URL, provided via the Affiliate Program, for use by the Affiliate in the Affiliate's
Media (e.g. registered websites), that identifies the Affiliate.
1.13. SALE (also known as ORDER or TRANSACTION)
The act of purchasing a product or service by one of SAVE ‘N EARN WIRELESS’ customers via the deeplink. Pay-out is based on net sales (valid sales) less tax.
1.14. SEM (Search Engine Marketing)
The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.
1.15. SEO (Search Engine Optimization)
The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
1.16. ADVERTISING MATERIAL
Including but not limited banner, pop-up or any product information shown in equivalent
1.17. SIGN - UP FORM
The Sign-up form that is accessible via the Affiliate Program for registration to the Affiliate Program.
1.18. VIEW (or IMPRESSION)
The number of times which an advertisement is shown on the Advertising Media.
CLAUSE 2. Contract Formation
The Sign-Up Form together with this Agreement, and the acceptance by SAVE ‘N EARN WIRELESS into the program will together constitute a binding legal contract between SAVE ‘N EARN WIRELESS and the Affiliate. In the case of a conflict between the Sign-Up Form and this Agreement, this Agreement shall prevail.
CLAUSE 3. Scope of Work
3.1. Scope of work shall be the participation in the Affiliate Program and promotion for SAVE ‘N EARN WIRELESS by the Affiliate as an Affiliate in the context of SAVE ‘N EARN WIRELESS’ Affiliate Platform. To this end, SAVE ‘N EARN WIRELESS shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the SAVE ‘N EARN WIRELESS' Affiliate Platform.
3.2. The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate's Media registered in the SAVE ‘N EARN WIRELESS Affiliate Program. Subject to SAVE ‘N EARN WIRELESS' rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long to place the SAVE ‘N EARN WIRELESS advertising materials on the Affiliate's Media, unless otherwise required by SAVE ‘N EARN WIRELESS. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place SAVE ‘N EARN WIRELESS advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by SAVE ‘N EARN WIRELESS.
3.3. In return for the successful brokerage, the Affiliate shall receive from SAVE ‘N EARN WIRELESS the Commission, which shall depend on the extent and real net value of the service.
3.4. The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
3.5. The Affiliate's own terms and conditions shall require the express written consent of SAVE ‘N EARN WIRELESS and shall therefore not be applicable even if SAVE ‘N EARN WIRELESS does not object to their validity.
CLAUSE 4. Obligations And Covenants Of The Affiliate
4.1. The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and content accessed via the SAVE ‘N EARN WIRELESS' Affiliate Platform other than as expressly allowed under the terms of this Agreement.
4.2. The Affiliate shall not, without prior written consent by SAVE ‘N EARN WIRELESS, be allowed to use advertising e-mails (the “EDM”) to promote SAVE ‘N EARN WIRELESS.
In such cases that it is approved by SAVE ‘N EARN WIRELESS, the following must be taken into consideration:
A. The Affiliate has to make sure that all e-mail addresses were generated over a double opt-in e-mail, in consideration of all necessary restrictions.
B. SAVE ‘N EARN WIRELESS will be free of all third-party requirements in case of issues because of the mailing Affiliate. The Affiliate guarantees that they take
responsibility in case of complaints concerning the e-mail. The Affiliate is not allowed to use the brand “SAVE ‘N EARN WIRELESS” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail.
C. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from SAVE ‘N EARN WIRELESS directly.
D. The e-mail has to be approved by SAVE ‘N EARN WIRELESS before it will be sent.
E. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above restrictions.
4.3. The Affiliate shall be responsible for the content and routine operation of the Affiliate's Media or other relevant Affiliate Media, such as Affiliate networks' sub affiliate and shall, for the term of this Agreement, place no content on said Affiliate Media or other relevant advertising media that breaches applicable law, public morals or third-party rights. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Affiliate's Media or other relevant advertising media, nor may links be created from the Affiliate's Media or other relevant advertising media to corresponding content on other websites.
4.4. The Affiliate's Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without SAVE ‘N EARN WIRELESS' prior consent.
4.5. The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web/mobile presence of SAVE ‘N EARN WIRELESS. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from SAVE ‘N EARN WIRELESS website. It is strictly prohibited to crawl any of SAVE ‘N EARN WIRELESS' webpages. In particular, the Affiliate shall avoid creating the impression whether publicly or privately that the Affiliate's Website is a project of SAVE ‘N EARN WIRELESS or that its operator is economically linked to SAVE ‘N EARN WIRELESS in any way or any other relationship or affiliation between the Affiliate and SAVE ‘N EARN WIRELESS that goes beyond the SAVE ‘N EARN WIRELESS Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from SAVE ‘N EARN WIRELESS web presence or its logos or brands shall require SAVE ‘N EARN WIRELESS prior written approval.
4.6. The Affiliate shall be liable, vis-à-vis SAVE ‘N EARN WIRELESS, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
4.7. It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the SAVE ‘N EARN WIRELESS brand or private labels, to SAVE ‘N EARN WIRELESS's Product. In other words, "SAVE ‘N EARN WIRELESS" and other similar words which could be misleading as SAVE ‘N EARN WIRELESS must be entered as a negative keyword.
4.8. Advertising SAVE ‘N EARN WIRELESS through social media activities (including but not limited to Facebook, Pinterest, Twitter) is granted upon request and should not include any trademarks of SAVE ‘N EARN WIRELESS, or display misleading content (i.e. that may look like official SAVE ‘N EARN WIRELESS social media activities). Social media activities through Facebook platform shall be run through a “Fan Page” only and not through a “Personal Page” in accordance with Facebook's policy.
4.9. The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own sub affiliate traffic in case of networks, to the SAVE ‘N EARN WIRELESS' Product.
4.10. The Affiliate shall warrant that it will set cookies only if advertising material made available by the SAVE ‘N EARN WIRELESS Affiliate Program is in visible use on the Affiliate’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the user to Advertiser websites without the user's engagement or action (e.g. click, touch), cookie dropping, post view technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited.
In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the Users for permission before initiating a download/redirect.
4.11. The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.
4.12. The Affiliate may promote solely vouchers that SAVE ‘N EARN WIRELESS has approved explicitly for affiliates or communicated by means of
Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
4.13. Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other industrial property rights or copyrights of SAVE ‘N EARN WIRELESS shall entitle SAVE ‘N EARN WIRELESS to terminate this Agreement for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Affiliate to which SAVE ‘N EARN WIRELESS is entitled. In particular, SAVE ‘N EARN WIRELESS shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
4.14. The Affiliate shall remove SAVE ‘N EARN WIRELESS advertising material without delay from the Affiliate's Website if SAVE ‘N EARN WIRELESS requests it to do so.
4.15. If SAVE ‘N EARN WIRELESS is sued by third parties on account of the Affiliate's breach of contractual obligations or on account of the Affiliate's violation of a statutory provision in relation to the placement of SAVE ‘N EARN WIRELESS advertising material, the Affiliate shall be obliged to indemnify SAVE ‘N EARN WIRELESS against all third- party claims that are asserted on account of the aforementioned breaches. If, for its legal defense, SAVE ‘N EARN WIRELESS requires the Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to SAVE ‘N EARN WIRELESS within necessary period no later than three (03) days and also to provide reasonable support to SAVE ‘N EARN WIRELESS in its legal defense.
4.16. In addition, the Affiliate shall compensate SAVE ‘N EARN WIRELESS for any costs resulting from a claim by third parties on account of the infringement of the aforementioned rights and/or obligations; such costs shall, for example, include lawyers' fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that SAVE ‘N EARN WIRELESS suffers thereby.
4.17. The Affiliate shall not purchase any Product(s) through his/her own Affiliate promotions. Also, the Affiliate shall not cause any third parties to use the Affiliate Program to purchase any Product(s) with the intention of reselling such product or for commercial use of any kind. Transactions are not eligible for pay-outs, where the Affiliate or sub affiliate is simultaneously owning or managing the Seller account (whether directly or not). For the avoidance of doubt, such transactions shall be deemed as being brought about through collusion and considered an invalid transaction per Clause 1.8.
4.18. The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with relevant law of Philippines, particularly any local advertising laws, its guiding legislation and legal provisions on data privacy.
4.19. In the event of a breach, (including but not limited to the use of non- permitted traffic and sources, fraudulent actions or the violation of the terms stated in this Agreement), SAVE ‘N EARN WIRELESS reserves the right to deem as chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the pay-out for the period when the breach was found, (iii) any future pay-out earned by the affiliate proven to have originated from the breach or violation.
For the avoidance of doubt, Affiliate remains liable to compensate SAVE ‘N EARN WIRELESS for all losses suffered in the aggregate by SAVE ‘N EARN WIRELESS due to the Affiliate's breach, and any quantum exceeding the amount recoverable by SAVE ‘N EARN WIRELESS by way of chargeback or deduction from amounts payable to Affiliate, shall be recoverable at SAVE ‘N EARN WIRELESS' election by way of debt owed by Affiliate.
4.20. The Affiliate shall declare each of its Sub-Affiliates with SAVE ‘N EARN WIRELESS, which will involve the identification of the Sub-Affiliates segment, activity and insertion of tracking parameters of unique identifiers to allow tracking of performance. The Affiliate acknowledges that by allowing its Sub- Affiliates to participate in the Affiliate Program, the Affiliate shall procure that such Sub-Affiliate shall be bound by the terms and conditions of SAVE ‘N EARN WIRELESS's Affiliate Program.
In the case of a violation originated by an identified Affiliate network sub affiliate, an additional chargeback can be applied equivalent to 30% of the sub affiliate payout, as liquidated damages (and not as penalty). The parties agree that the quantum payable as liquidated damages (as stipulated in this Clause 4.20) is a genuine pre-estimate of the foreseeable damages incurred by SAVE ‘N EARN WIRELESS due to the breach by the Affiliate, or sub affiliate, of this Agreement.
4.21. SAVE ‘N EARN WIRELESS shall be entitled to prohibit certain sub affiliates from participating in the SAVE ‘N EARN WIRELESS Affiliate Program. In the event
of breach by an identified sub affiliate, the Affiliate shall cooperate in good faith, to provide SAVE ‘N EARN WIRELESS with all details as requested by SAVE ‘N EARN WIRELESS regarding the sub Affiliate.
4.22. The Affiliate shall not run any campaigns or post any links directly on any SAVE ‘N EARN WIRELESS properties, including the website, app or social media, under any forms.
4.23. These subjects are not allowed to participate in SAVE ‘N EARN WIRELESS Affiliate Program: (1) any Seller signed E-commerce Service Contract with SAVE ‘N EARN WIRELESS, (2) staffs of SAVE ‘N EARN WIRELESS, including but not limited to any employees signed the labour or freelancer contract and (3) any individual, organization which SAVE ‘N EARN WIRELESS allow to access its confidential information.
CLAUSE 5. Services By SAVE ‘N EARN WIRELESS
5.1. Once the Affiliate has been admitted to the SAVE ‘N EARN WIRELESS Affiliate Program, it shall be provided with a wide range of advertising materials, which shall be adapted at regular intervals in line with the product range and seasonal influences.
5.2. SAVE ‘N EARN WIRELESS shall operate its website and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to SAVE ‘N EARN WIRELESS. SAVE ‘N EARN WIRELESS shall not be obliged, within these limits, to provide error-free and interruption-free availability of the website. The quality and correctness of the products, advertising material and csv files offered on the SAVE ‘N EARN WIRELESS’ Affiliate Platform shall fall within the exclusive discretion of SAVE ‘N EARN WIRELESS.
5.3. All activities of the Affiliate shall be logged via the Platform's tracking system and made accessible to the Affiliate through statistics and reports. The commission that SAVE ‘N EARN WIRELESS pays to the Affiliate shall be based on the brokered orders and the resulting net shopping basket value. The Commission is calculated in according to Article 7.3 and Article 8.3 of this Agreement.
5.4. The Affiliate shall, in the context of its participation in the Platform and in accordance with the terms and conditions that the Affiliate agreed with SAVE ‘N EARN WIRELESS in this respect, be entitled to receive a commission from SAVE ‘N EARN WIRELESS in relation to net transactions that are generated, by its active promotion of SAVE ‘N EARN WIRELESS on the Affiliate’s Website/App, within the first session and for thirty days thereafter if the action of using the Advertising materials is leading to a net transaction and it is the last paid marketing advertorial the end-user is using.
5.5. Notwithstanding to any conflict provision set forth, in case of any incident not caused by the Affiliate's fault which leads to any mistake or inaccuracy in the platform statistics and reports, SAVE ‘N EARN WIRELESS, by its own decision, shall compensate for the Affiliate with an amount of money. The rate and calculation of compensation shall be aligned by SAVE ‘N EARN WIRELESS and the Affiliate via email.
CLAUSE 6. Liability of SAVE ‘N EARN WIRELESS
6.1. In the event of an ordinarily negligent breach of an obligation which is material to the achievement of the contractual purpose (material contractual obligation), the liability of SAVE ‘N EARN WIRELESS shall not exceed the total of the commissions paid or payable to the Affiliate under this Agreement in the six months immediately prior to when the event giving rise to the most recent claim of liability occurred.
6.2. No further liability on the part of SAVE ‘N EARN WIRELESS shall exist; provided that, SAVE ‘N EARN WIRELESS did not commit willful misconduct, gross negligence, or fraud in the exercise of its obligations pursuant to this Agreement.
6.3. The aforementioned limitation of liability shall also apply to the personal liability of SAVE ‘N EARN WIRELESS employees, representatives and executive bodies, subject to the condition stated in Section 6.2 of this Agreement.
6.4. Affiliate agrees at all times to indemnify and keep SAVE ‘N EARN WIRELESS indemnified against any and all claims, losses, damages, costs or expenses and other liabilities arising from Affiliate's use of the Affiliate Program. In no event shall SAVE ‘N EARN WIRELESS be liable for any loss of profit, indirect, special, punitive, consequential loss or damages arising out of or in connection with this Agreement; provided that SAVE ‘N EARN WIRELESS uses reasonable endeavors to exercise due diligence in the course of its business functions, and to the best of its knowledge, no fraud was committed in the transactions contemplated under this Agreement.
CLAUSE 7. Affiliate Commission For Transaction Generated From SAVE ‘N EARN WIRELESS Website (NON-APP)
7.1. SAVE ‘N EARN WIRELESS agrees to pay a commission on sales generated on SAVE ‘N EARN WIRELESS's website, by the traffic coming from the Affiliate's
Website. In order to reward best performing affiliates, SAVE ‘N EARN WIRELESS has put in place a category-based commission structure for transactions generated from SAVE ‘N EARN WIRELESS's Affiliate Platform. The commission structure could be referred via SAVE ‘N EARN WIRELESS Affiliate Page
7.2. Pay-out = [Net shopping basket value x SKU commission rate] up to the individual order cap less 10% Withholding Tax on Commission
7.3. Net shopping basket value is defined as what the customer pays, meaning the product selling price, less checkout discount
and shipping costs (if any).
7.4. The commission structure can be modified at any time by adding or reducing additional points of commission to selected affiliates, in order to incentivize best practices and reward outstanding results. Please refer Clause 12.3 for more information.
7.5. Without prejudice to other rights or remedies available to SAVE ‘N EARN WIRELESS, SAVE ‘N EARN WIRELESS has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if SAVE ‘N EARN WIRELESS determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to
those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate. In the case of a violation originated by an identified sub Affiliate, an additional chargeback can be applied equivalent to 30% of the sub affiliate pay-out in case it would be agreed by both Party to keep working together for the sake of the partnership continuity.
CLAUSE 8. Affiliate Commission For Transaction Generated From SAVE ‘N EARN WIRELESS App
8.1. SAVE ‘N EARN WIRELESS agrees to pay a commission on sales generated on SAVE ‘N EARN WIRELESS's App, by the traffic coming from the Affiliate's Website / App. SAVE ‘N EARN WIRELESS offers commission per net order excluding chargeback. The commission structure could be referred via SAVE ‘N EARN WIRELESS Affiliate Page.
8.2. The commission structure can be modified at any time by adding or reducing additional points of commission to selected affiliates, in order to incentivize best practices and reward outstanding results. Please refer to Clause 12.3 for more information.
8.3. Without prejudice to other rights or remedies available to SAVE ‘N EARN WIRELESS, SAVE ‘N EARN WIRELESS has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if SAVE ‘N EARN WIRELESS determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate.
CLAUSE 9. Tracking Methodology
9.1. SAVE ‘N EARN WIRELESS and the Affiliate agree that tracking and reporting are being carried out by SAVE ‘N EARN WIRELESS's Affiliate Platform by which a cookie is dropped on the user's browser to track transaction back to each specific affiliate and by which the device ID is used to track transactions generated from SAVE ‘N EARN WIRELESS app.
9.2. SAVE ‘N EARN WIRELESS attributes a browser transaction to the Affiliate which is in the last position of the paid click chain. For mobile app
campaigns, a post-click attribution is used and the order is attributed to the last paid link, regardless of clicks to other organic marketing channels' links.
9.3. In the event that a transaction is not tracked in the manner contemplated under Clause 9.1 and 9.2, SAVE ‘N EARN WIRELESS shall have the right to track the volume of transactions attributed to the Affiliate based on SAVE ‘N EARN WIRELESS' own data
CLAUSE 10. Payment
10.1. Affiliate can login into the SAVE ‘N EARN WIRELESS's Affiliate Platform to view their accumulated commission after conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between SAVE ‘N EARN WIRELESS's Affiliate Platform and the Affiliate's system. In the event of any discrepancy of data between the platform of SAVE ‘N EARN WIRELESS and the Affiliate, SAVE ‘N EARN WIRELESS' data shall prevail. Under no circumstances will data from the Affiliate's system be used to measure payable amount.
10.2. SAVE ‘N EARN WIRELESS will issue monthly an invoice for all tracked, delivered and non-returned sales in the previous month for billed
amount exceeding PHP 5,000 pay-out (cumulative).
10.3. Affiliate will be paid within 45 days after SAVE ‘N EARN WIRELESS has issued an invoice.
10.4. Payment to the Affiliate will be done once a month.
10.5. SAVE ‘N EARN WIRELESS reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below PHP 5,000 (for payments into Philippines bank accounts) or below PHP 5,000 (for payments into non-Philippines bank accounts.
SAVE ‘N EARN WIRELESS will pay the Affiliate in the next payment period where the minimum payment sum is met.
10.6. All payment made from the SAVE ‘N EARN WIRELESS to the Affiliate will be in the form of direct bank transfer to the bank account
provided by the Affiliate. SAVE ‘N EARN WIRELESS is not responsible for all incurred financial institution processing fees, and SAVE ‘N EARN WIRELESS reserves the right to deduct from the pay-out to the Affiliate, additional processing fees incurred.
10.7. Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment to the Affiliate are subject to withholding taxes, SAVE ‘N EARN WIRELESS shall deduct such from the payments, and pay the Affiliate the net amount.
For Partners residing outside the Philippines, SAVE ‘N EARN WIRELESS requires a signed Supplemental Agreement & Monthly Invoice which are documents required to state where services are rendered. If the Partner cannot provide the required documents mentioned, the Partner will be charged 25%-30% withholding tax as mandated by the tax authority. (25% for individuals and 30% for corporations).
CLAUSE 11. Organisation And Independence Of The Affiliate
11.1 SAVE ‘N EARN WIRELESS and the Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Seller will have no authority to make or
accept any offers or representations on behalf of SAVE ‘N EARN WIRELESS.
11.2. The Affiliate shall not subcontract any of its rights or obligations under this agreement without prior written consent of SAVE ‘N EARN WIRELESS.
CLAUSE 12. Terms Of Agreement, Amendment And Termination
12.1 The term of this Agreement shall be based on the duration of the Affiliate's membership of the SAVE ‘N EARN WIRELESS Affiliate Program.
12.2. Following termination of this Agreement, the Affiliate shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at SAVE ‘N EARN WIRELESS'S request, provide SAVE ‘N EARN WIRELESS with written confirmation of the deletion. No attributions will be taken into account following termination of this Agreement.
12.3. SAVE ‘N EARN WIRELESS reserves the right to change or alter the purposed commission structure without prior notification. SAVE ‘N EARN WIRELESS shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate. In case of disagreement, the Affiliate's sole recourse shall be to end its participation in the program.
12.4. SAVE ‘N EARN WIRELESS shall reserve the right to amend these General Terms and Conditions at any time.
12.5. This Agreement shall be terminated in the following circumstances:
A. Both parties agree to terminate the Agreement.
B. Being required by law.
C. The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (6) months.
D. SAVE ‘N EARN WIRELESS reserves the right to unilaterally terminate this Agreement at anytime with seven (7) days prior notice to the Affiliate.
E. SAVE ‘N EARN WIRELESS reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.
F. If there is any suspicion on cheating behaviour, SAVE ‘N EARN WIRELESS reserves the right to implement an investigate within seven (7) days from the date of raising suspicion and the implementation of this Agreement would be suspended. Upon expiring such term,
SAVE ‘N EARN WIRELESS could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any cheating behaviour is found, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.
G. Other provisions in accordance with laws and this agreement.
12.6. The payable expenses will be counted until the date of termination notice except for the circumstances at Clause12.5.E. and 12.5.F. as indicated above.
12.7. SAVE ‘N EARN WIRELESS reserves the right to withhold unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid to the Affiliate, such as whether chargebacks apply.
12.8. Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
CLAUSE 13. CONFIDENTIALITY
13.1. Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
A. Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;
B. Any past or present performance results, including orders and volumes;
C. Any plan and strategies for expansion;
D. Any products or services, customers or supplier lists;
E. Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
F. Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; and
G. Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.
13.2. None of the Parties has the right to reveal the confidential information to third parties in case getting written approval from the non-disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing this Agreement, and not for any other purposes. The Affiliate shall oblige said employees to maintain secrecy in respect of the confidential information during and after their activity.
13.3. Notwithstanding the foregoing, the confidential information could be disclosed due to the following reasons:
A. To comply with the mandatory provisions of applicable law or the rules of any recognized jurisdiction;
B. The information is in the public domain, other than through a breach of this clause;
C. For the purposes of any arbitration or legal proceedings arising from this Agreement; and
D. To any governmental authority at their request.
13.4. The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement.
CLAUSE 14. Assignment, Rights Of Retention, Set-Off
14.1. The Affiliate may transfer claims against SAVE ‘N EARN WIRELESS based on this Agreement to third parties only with SAVE ‘N EARN WIRELESS's written consent.
14.2. Neither of the Parties to the Agreement can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.
14.3. Either Party to the Agreement may set off or exercise a right of retention only in relation to the other Party's receivables that are uncontested or have become res judicata.
CLAUSE 15.Governing Laws And Dispute Settlement
15.1. This Agreement shall be governed and construed under the law of the Philippines without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.
15.2. Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
15.3. After the lapse of the period stated in the immediately preceding paragraph, the disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (or R.A. No.9285). In the event that the dispute has not been resolved by arbitration within sixty (60) days of initiating said procedure or if a party elects not to undergo such procedure, either party may bring the matter to the proper courts of Tagbilaran City, to the exclusion of all other courts.
CLAUSE 16. Final Provisions
16.1. This Agreement shall take effect from the date of signing.
16.2. There shall be no oral ancillary agreements to this Agreement. Amendments and addenda to the Agreement shall bein writing. This shall also apply to the amendment or rescission of this clause.
Except for documents as may be provided by SAVE ‘N EARN WIRELESS in accordance with Clause 12.3 and 12.4, documents provided in electronic form shall not comply with the written form requirement.
16.3. Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein.
16.4. Should individual provisions in this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavour to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.
If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she isauthorized to legally bind that company or entity to this Agreement.