Advertiser Terms and Conditions
1. SCOPE / DEFINITIONS:
1.1 Advertiser means a company which integrates the Tellja Widget on its website to generate new customers through Customer recommendations
1.2 Customer means a natural person or a legal entity who gives a recommendation for the Advertiser through the Tellja Widget provided by Tellja on the Advertiser’s website to a third party.
1.3 Provisionally Successful Recommendation means a provisionally successful recommendation is when the subject of a Customer’s recommendation completes a transaction for the purchase of goods or services from the Advertiser. This is evidenced by the correctly installed Tellja tracking code on the Advertiser’s website, so that Tellja is able to correctly measure a customer’s referral to another customer and then a subsequent transaction within a time-frame set by the Advertiser.
1.4 Reward means the product, voucher, monetary compensation or equivalent offered by the Advertiser to the Customer in return for Successful Recommendations. The type and value of the Reward is determined by the Advertiser and the provision of such Reward is subject to the Advertiser’s standard terms and conditions.
1.5 Services means that Tellja, through its Tellja widget, provides the tool with which the customer can give third parties a recommendation for the Advertiser through the Advertiser’s web site; and that Tellja, through its Advertiser Portal, enables Advertisers to review and manage customer recommendations and the Advertiser’s referral marketing campaigns.
1.6 Successful Recommendation means a Provisionally Successful Recommendation which has become a successful recommendation following automatic or manual confirmation by the Advertiser as a result of the subject of a Customer’s recommendation completing a transaction for the purchase of goods or services from the Advertiser.
1.7 Tellja means Tellja GmbH, of Solmsstraße 12, 60486 Frankfurt am Main, Germany.
1.8 Tellja Widget means the tool, provided by Tellja and placed by the Advertiser on its website, with which the customer can give third parties a recommendation for the Advertiser.
1.9 Advertiser Portal means the service made available by Tellja to Advertisers, so that Advertisers can log in to the Tellja system and manage and review their referral marketing campaigns and finances and access reporting.
1.10 Terms means these Terms and Conditions.
2. FORMATION OF A CONTRACT AND PROVISION OF SERVICES
2.1 The Advertiser shall be deemed to have accepted these Terms and Conditions by registering and then manually accepting the Terms and Conditions on the Tellja self-service platform. The Tellja widget and referral marketing services are only activated after the Advertiser has accepted the Terms and Conditions. For more information about Tellja’s Product Rates, please contact Tellja. http://www.tellja.co.uk/contact.html
2.2 Once accepted these Terms and Conditions shall govern the contractual relationship between Tellja and the Advertiser for the provision and Advertiser’s use of the Tellja Widget.
2.3 On acceptance by the Advertiser of the Terms and Conditions pursuant to Term 2.1 above, and once an Advertiser has implemented the Tellja codes on their website and pre-paid their account via the Tellja Advertiser Portal, Tellja shall activate the correctly installed Tellja Widget on the Advertiser’s website and shall commence the provision of the Services.
3. CHARGES
3.1 The Advertiser covers the cost of integration of the Tellja widget and tracking code on the Advertiser web site. The Advertiser may pay Tellja to aid the Advertiser in installation procedures. More information is provided on Tellja’s Product Rates page, available at www.tellja.co.uk/products/rates.
3.2 Unless otherwise specified by Tellja and the Advertiser, in order to cover expected fees and to activate the Tellja Widget on an Advertiser’s website, the Advertiser shall prepay their account on the Tellja Advertiser Portal. This prepayment is to reflect the volume of expected cash Rewards which Tellja will distribute to Customers for Successful Recommendations on behalf of the Advertiser, and the Tellja fee charged to the Advertiser for Successful Recommendations. For more information about Tellja’s Product Rates, please contact Tellja. http://www.tellja.co.uk/contact.html
3.3 At the end of every month, Tellja will issue to the Advertiser a Receipt, detailing account activity that resulted in deductions from the Advertiser’s prepaid account balance.
3.4 If material Rewards are distributed by Tellja as part of the Services, Tellja shall pass on these costs, if relevant, plus dispatch costs, to the Advertiser. These costs will be included in an end of month invoice.
3.5 Advertisers can top-up their prepaid account via the Tellja Advertiser Portal.
3.6 Should an Advertiser wish to cancel their agreement with Tellja, pre-payments by the Advertiser can be paid back to the Advertiser and are not subject to interest. An agreement may be cancelled because of an Advertiser’s termination of Tellja’s services.
3.7 The Advertisers account will only be operational on the Tellja system if there are sufficient funds in the Advertiser’s account to cover expected fees. The expected fees held in reserve is calculated by multiplying the quantity of active referrals by the expected Tellja fee from a Provisionally Successful Recommendation. Once a referral has expired and can no longer become a Provisionally Successful Recommendation, that expected Tellja fee is not held in reserve.
3.8 The cost of sending any SMS messages to a Customer is to be met by the Advertiser. More information on SMS rates is provided on Tellja’s Product Rates page, available at www.tellja.co.uk/products/rates.
3.9 All sums due under this agreement are exclusive of VAT (Value Added Tax).
4. DATA PROTECTION AND PRIVACY POLICY
4.1 Tellja processes personal data in accordance with the Tellja Privacy Policy which can be found at http://www.tellja.co.uk/data-privacy-policy.html.
4.2 All references in this clause to "data processor", "data controller", “data subject”, “process” and "personal data" shall have the meanings defined in the Data Protection Act 1998 (“DPA”).
4.3 In the performance of the Services where either party acts as a data controller in relation to the processing of personal data obtained by one party from the other (Personal Data), it shall comply at all times with its obligations under the DPA or analogous legislation as applicable, including without limitation obtaining and maintaining for the term of this agreement all data subjects’ consent to processing necessary for the performance of the Services.
4.4 When either party acts in the capacity of a data processor it shall:
4.4.1 only process Personal Data in accordance with the instructions of the other party acting as data controller; and
4.4.2 having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(b) the nature of the Personal Data to be protected.
4.5 The party acting as data processor shall use reasonable endeavours to assist the party acting as data controller with any subject access requests it may receive in relation to the Personal Data.
5. ADVERTISER’S DUTIES
5.1 Following acceptance of these Terms and Conditions by the Advertiser, Tellja may request further information from the Advertiser to allow it to effectively supply the Tellja Widget and the Services to the Advertiser.
5.2 The Advertiser shall promptly supply Tellja with all information reasonably requested by Tellja.
5.3 If the information provided by the Advertiser changes, the Advertiser shall inform Tellja of this in writing (by post, email or facsimile) within 2 weeks of the change occurring.
5.4 It shall be the Advertiser’s responsibility to ensure that, and the Advertiser hereby undertakes that it will use the Tellja system only on websites which are not morally objectionable and/or which do not violate any applicable law of the United Kingdom.
5.5 Tellja shall have the right to check the content of the Advertiser’s website and to de-activate the Tellja Widget if it believes in its reasonable opinion that the Advertiser is in breach of the provisions of clause 5.4 above.
5.6 The Advertiser shall provide, on its website, separate terms and conditions between it and the Customer in relation to Customer’s entitlement to a Reward, and the distribution thereof.
5.7 In addition to the separate terms and conditions mentioned in clause 5.6 above, where the Advertiser defines supplementary participation conditions for participation in the recommendation process these shall be binding on the Customer but may not contradict these Terms. In cases of contradiction, these Terms shall have priority as between Tellja and the Advertiser.
5.8 The Advertiser shall notify the Customer and Tellja of any modification to the supplementary participation conditions at least 48 hours before their coming into force. If there is an important factual reason, this period can be reduced in certain individual cases with Tellja’s consent.
5.9 Where the Advertiser has a valid business reason or due to exceptional circumstances, it shall be entitled to refuse Premium Distribution of the Reward to a Customer. This circumstances include but are not limited to instances where Premium Distribution for Successful Recommendations may be withheld due to the cancellation of the original transaction that resulted in the Premium Distribution, or based on fraudulent or malicious activities.
6. ADVERTISER’S ACCESS TO DATA ON THE TELLJA SYSTEM
6.1 As part of the Services Tellja shall provide to the Advertiser online, real time access to statistics concerning the recommendations of its products via the Tellja Widget stored on Tellja’s IT system. Tellja agrees to provide the Advertiser access to this data in a timely manner via the Tellja Advertiser Portal. Once an Advertiser has registered with Tellja, they will receive by email a password to the Advertiser Portal.
6.2 For any recommendations marked in Tellja’s IT system as a Provisionally Successful Recommendation, the Advertiser shall be provided with the name of the person that the Customer has recommended (“Recommended Person”). The Advertiser can, in this manner, compare the name of this Recommended Person with its systems and confirm the Provisionally Successful Recommendation as a Successful Recommendation if the Recommended Person has completed a transaction to purchase goods or services from the Advertiser.
6.3 The Advertiser has the possibility, for the purpose of the delivery of the Reward to the Customer, to download the Customer’s data as a CSV file. This applies only for Successful Recommendations.
7. TELLJA’S OBLIGATIONS
7.1 Tellja shall use reasonable endeavours to ensure that the Tellja Widget is available at all times but Tellja makes no guarantee that any recommendation sent by a Customer will be received by the intended recipient.
7.2 In the event that the Tellja Widget is unavailable, Tellja shall use reasonable endeavours to restore the availability as soon as possible
7.3 The Advertiser recognises that, in exceptional cases, a low number of recommendations cannot be covered or recorded by Tellja’s online system. In such instances, Tellja will not invoice the Advertiser.
7.4 Tellja shall carry out a weekly technical data backup. However Tellja shall not be liable for any damage arising from such data backup or any failure to carry out the same.
8. CONFIDENTIALITY
8.1 The Advertiser shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Advertiser by Tellja, its employees, agents, consultants or subcontractors and any other confidential information concerning Tellja's business or its products which the Advertiser may obtain.
8.2 The Advertiser may disclose such information:
8.2.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Advertiser's obligations under this agreement; and
8.2.2 as may be required by law, court order or any governmental or regulatory authority.
8.3 The Advertiser shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 8.
8.4 The Advertiser shall not use any such information for any purpose other than to perform its obligations under this agreement.
9. LIMITATION OF LIABILITY AND INDEMNITY
9.1 Tellja will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside Tellja’s reasonable control (“Force Majeure Event”).
9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
9.2.1 strikes, lock-outs or other industrial action;
9.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
9.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
9.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
9.2.5 failure of public or private telecommunications networks including the Internet.
9.3 Tellja’s obligations under these Terms are suspended for the period that the Force Majeure Event continues, and Tellja shall have an extension of time to perform these obligations for the duration of that period. Tellja will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which Tellja’s obligations under these Terms can be performed despite the Force Majeure Event.
9.4 If a Force Majeure Event occurs, Tellja shall not be liable for any resulting interruption or destruction of data. It is the obligation of the Advertiser to produce corresponding backup copies, provided that Tellja shall not invoice Advertiser for any transactions which cannot be documented due to lost data.
9.5 This clause 9 sets out the entire financial liability of Tellja (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Advertiser in respect of:
9.5.1 any breach of these Terms;
9.5.2 any use made by the Advertiser of the Services; and
9.5.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
9.6 All warranties, conditions and other terms implied by statute or common law are excluded, to the fullest extent permitted by law.
9.7 Nothing in these Terms limits or excludes the liability of Tellja for:
9.7.1 death or personal injury resulting from negligence; or
9.7.2 any damage or liability incurred by the Advertiser as a result of fraud or fraudulent misrepresentation by Tellja.
9.8 Subject to clauses 9.6 and 9.7:
9.8.1 Tellja shall not be liable for:
(a) loss of profits;
(b) loss of business;
(c) depletion of goodwill and/or similar losses;
(d) loss of anticipated savings;
(e) loss of goods;
(f) loss of contract;
(g) loss of or corruption of data or information; or
(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.8.2 Tellja's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of this agreement shall be limited to the price paid for the Services.
9.9 Advertiser shall indemnify Tellja against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Tellja arising out of or in connection with:
9.9.1 Advertiser's breach of these Terms; and
9.9.2 any claim made against Tellja by a third party arising out of or in connection with the provision of the Services and/or the provision of the Tellja Widget, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Advertiser, its employees, agents or subcontractors.
10. TERMINATION
10.1 Either party may terminate this agreement by giving the other party not less than 2 weeks notice to expire at the end of a calendar month.
10.2 Tellja shall have the right to terminate the agreement without notice if the Advertiser or any third party engaged by the Advertiser breaches any of the Advertiser’s obligations under these Terms or if the Advertiser becomes insolvent.
10.3 Notice of termination pursuant to clause 10.1 above shall be sent to Tellja GmbH, of Solmsstraße 12, 60486 Frankfurt am Main, Germany [address] and may also be sent by email to support@telja.de [email address]. Notices are deemed to have been received within 3 working days.
10.4 Upon termination Tellja shall de-activate the Tellja Widget from the website of the Advertiser.
11. AMENDMENTS
11.1 Tellja shall inform the Advertiser of any amendments to these Terms and Conditions by giving the Advertiser not less than 2 week’s notice of the same. The amended Terms and Conditions shall be sent to the Advertiser by email and will be available via the Tellja Advertiser Portal and on the Tellja website: http://www.tellja.co.uk/terms-and-conditions.html
11.2 If the Advertiser does not express a written objection to such amendments within 2 weeks of their receipt of notice of the same, the new terms and conditions shall be deemed accepted.
11.3 If the Advertiser serves notice of its written objection to the amendments within two weeks of their receipt of notice of the same, this agreement shall be regarded as terminated with immediate effect.
12. APPLICABLE LAW / MISCELLANEOUS
12.1 This agreement constitutes the whole agreement between the parties relating to the provision by Tellja of the Tellja Widget and Services supersedes all previous agreements between the parties relating such provision.
12.2 If any court or competent authority decides that any of the provisions of this agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.3 If Tellja fails, at any time while this agreement is in force, to insist that the Advertiser performs any of its obligations under this agreement, or if Tellja does not exercise any of its rights or remedies under this agreement, that will not mean that Tellja has waived such rights or remedies and will not mean that the Advertiser does not have to comply with those obligations. If Tellja does waive a default by the Advertiser that will not mean that Tellja will automatically waive any subsequent default by the Advertiser. No waiver by Tellja shall be effective unless Tellja expressly states that it is a waiver and Tellja informs the Advertiser of the same in writing.
12.4 A person who is not party to this agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12.5 This agreement shall be governed by English law and the parties agree to the non-exclusive jurisdiction of the English courts.
