HerbiGold® Affiliate Terms and Conditions Agreement

FOREWORD

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect the goodwill of our business. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at info@herbigold.com.

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HERBIGOLD® LIMITED

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in HerbiGold’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the herbigold.com web site. Please note that throughout this Agreement, “we,” “us,”  “our” and “HerbiGold” refer to HerbiGold Limited, and “you,” “your,” and “yours” refer to the affiliate.

You must be at least 18 (eighteen) years of age to be an affiliate and enter into this Agreement.

As a member of HerbiGold’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the herbigold.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

HerbiGold reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be posted on this website immediately. Please check the latest information posted herein to inform yourself of any changes.

HerbiGold reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.

Terms and Conditions
1. You understand that as a HerbiGold Affiliate:
a. You have the right to offer HerbiGold products for sale in accordance with these Terms and Conditions.
b. You have the right to invite other affiliates into the affiliate programme.
c. You will comply with all legal laws, ordinances, rules, and regulations, and shall make all reports and remit all financial withholdings or other deductions as may be required by any rule or regulation.
d. You will perform obligations as an Affiliate with honesty and integrity.
2. You agree to accept the current HerbiGold compensation plan as set forth on the herbigold.com website.
3. You agree that as a HerbiGold Affiliate you are an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of HerbiGold. You are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of HerbiGold. You agree that you will be solely responsible for paying all expenses incurred including but not limited to travel, food, lodging, secretarial, office, long distance telephone, postage and other expenses.
4. You understand that you must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from HerbiGold. You understand that these Terms and Conditions, may be amended at the sole discretion of HerbiGold, and you agree that any such amendment will apply to you. Notification of amendments shall be published and/or sent by email. Amendments shall become effective upon notification. The continuation of HerbiGold business or acceptance of bonuses or commissions shall constitute your acceptance of any and all amendments.
5. The term of this agreement is one month from the date accepted and shall automatically renew for successive one-month terms unless cancelled as provided herein. You understand that either party may elect not to renew the Agreement by notifying the other party in writing. If HerbiGold elects not to renew the Agreement, such notice shall be emailed to Affiliate at the last email address provided by Affiliate to HerbiGold.
If you elect to not renew the Agreement, you understand that you must submit a formal cancel request by email.
If either party elects not to renew the Agreement, or if it is cancelled or terminated for any reason, you understand that you will permanently lose all rights as an Affiliate. You shall not be eligible to sell HerbiGold products, nor shall you be eligible to receive commissions, bonuses, or other income resulting from the activities of your former downline sales organisation. In the event of cancellation, termination or non-renewal, you waive all rights you have, including but not limited to property rights, former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of former downline organization. HerbiGold reserves the right to terminate all Affiliate Agreements upon 30 days’ notice it elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.
6. You may not assign any rights or delegate any duties under the Agreement without the prior written consent of HerbiGold. Any attempt to transfer or assign the Agreement without the express written consent of HerbiGold renders the Agreement voidable at the option of HerbiGold and may result in termination of business.
7. You agree that you will not send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations. You agree that any email that you send that promotes HerbiGold, the HerbiGold opportunity, or HerbiGold products and services must comply with the following:
a. There must be a functioning return email address to the sender.
b. The email must include a physical mailing address.
c. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
d. The use of deceptive subject lines and/or false header information is prohibited.
e. You will honour all opt-out requests, whether received by email or regular mail. If you receive an opt-out request from a recipient of an email, you agree to forward the opt-out request to HerbiGold.
All email sent with any mention of or linking in any way to our products, services, offerings, or anything whatsoever tied to our company must be fully compliant with all our anti-Spam requirements as outlined above. Failure to comply with all our anti-Spam requirements is a direct violation of our anti-spam policies.
8. You understand that if you fail to comply with the terms of the Agreement, HerbiGold may, at its discretion, impose disciplinary action. If you are in breach, default or are in violation of the Agreement at termination, you shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
9. All Intellectual Property Rights shall solely belong to HerbiGold.  We thereby grants to you, during the Term a non-exclusive, non-transferable, revocable right to establish and distribute html hyperlinks for herbigold.com and to use HerbiGold trade names, logos, trademarks and service marks as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any use of HerbiGold’s property will be subject to HerbiGold prior written approval.
10. You understand and agree to comply with the Terms of Service and Policies & Procedures of any and all websites/web-based programs in which you are directly or indirectly mentioning or linking from/to in any way for products, services, offerings, or anything whatsoever tied to or in connection with HerbiGold. You understand that violating the Terms of Service/Policies & Procedures of a third-party website or web-based program can be considered a direct violation of HerbiGold Terms of Service and can result in action being taken against your Affiliate account.
11. You understand and agree that no income claims, income projections, nor income representations may be made to prospective Affiliates. Any false, deceptive, or misleading claims regarding the HerbiGold opportunity or HerbiGold products and services are prohibited. Furthermore, you understand that you may in no way attempt to misleadingly represent yourself an employee of HerbiGold. Affiliates are independent contractors and are not purchasers of a franchise or business interest. All Affiliates may list themselves as an “Independent HerbiGold Affiliates”
12. HerbiGold, its directors, officers, shareholders, employees, assigns, and agents shall not be liable for and released from all claims for consequential and exemplary damages. You further agree to release HerbiGold and its directors, officers, shareholders, employees, assigns, and agents from all liability arising from or relating to the promotion or operation of the HerbiGold business and any activities related to it and agree to indemnify HerbiGold for any liability, damages, fines, penalties, or other awards arising from any unauthorised conduct that you undertake in operating your affiliate business.
The Agreement, in its current form and as amended by HerbiGold at its discretion, constitutes the entire contract between HerbiGold and you. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
13. Any waiver by HerbiGold of any breach of the Agreement must be in writing and signed by an authorized officer of HerbiGold.
14. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.
15. This Agreement will be governed by and construed in accordance with UK law, without regard to principles of conflicts of laws. All disputes and claims relating to HerbiGold, the Affiliate Agreement, the rights and obligations of an independent Affiliate and HerbiGold, or any other claims or causes of action relating to the performance of either an independent Affiliate or HerbiGold under the Agreement or the HerbiGold Policies and Procedures shall be settled totally and finally by arbitration in the UK.  This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent HerbiGold from applying to and obtaining from any court having jurisdiction, order for specific performance, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect HerbiGold’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. If an Affiliate wishes to bring an action against HerbiGold for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against HerbiGold for such act or omission. Affiliate waives all claims that any other statutes of limitations apply.

Promotion Restrictions

You are free to promote your own websites, but naturally, any promotion that mentions HerbiGold could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by HerbiGold. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), cross-posting to multiple newsgroups at once.

In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote HerbiGold so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote HerbiGold so long as the newsgroup specifically welcomes commercial messages.

At all times, you must clearly represent yourself and your websites as an independent affiliate from HerbiGold If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the HerbiGold Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

You must not speak on behalf of the brand or make any medical claims regarding products, ingredients or any other brand-related issues. By signing this agreement you agree to abide by the MHRA Compliance 
You are liable for any infringements of our legal policies.
Affiliates must not sell on any HeriGold products for any less than the RRP. Unless otherwise agreed with us.

All personal websites must be approved by HerbiGold for compliance. Please email your website link to affiliates@herbigold.com

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Payments

The HerbiGold affiliate system handles the affiliate accounts by tracking which affiliates have referred visitors to the website and rewards them with a specific commission. 

Affiliates use the affiliate referral link/URL to promote our website or products. Specific affiliates are tracked because their IDs or usernames are appended to their URL, therefore the system can track which affiliate link brought a customer to our website. If the customer successfully completes a conversion (i.e. a sale, or a form submission), a referral will be generated and the affiliate will be awarded a commission.

HerbiGold pay between 15-20% on all NRSV tracked, and up to 10%  of the CV on all Sub Affiliates.

Net Retail Sales Volume (NRSV) is the retail sales price net VAT, postage and any discounts used.

Commissionable Volume (CV) is the commission earned by your sub-affiliate.

For a better understanding of how the commission system works and provides rewards to affiliates, a common scenario is listed below.

Affiliate John (Rank Gold)

Sub Affiliate Mary (Rank Rose)

Affiliate Commissions:

Mary has Rank “GOLD” which gives her 19% commission on all sales made using her link

Mary refers a customer that purchases products with a sales price of £400

Mary receives a commission payment of £76 (CV)

Sub Affiliate Commissions:

John receives a 10% commission on Mary’s CV, in this example £76 so John would receive £7.60

Payment will be made via bank transfer or pay pal, weekly. However, payment is only made to Affiliates that have a minimum balance of £25 (twenty-five pounds) in their account. Affiliates who do not meet the minimum balance requirements will not be eligible for payment until it has been reached.

HerbiGold will provide the Affiliate with a detailed real-time reporting system showing the commission that is pending, approved or void. The Affiliate agrees to regularly check his reports to ensure that the commission shown is correct. HerbiGold accepts no responsibility for any errors or omissions and their consequential implications which are not notified to us in writing within a 4 week period. This four week period begins on the day that the sale/action which generates the commission took place. The exception to this is where the affiliate program operates on a batch reporting system and not in real time. Where that is the case, the four week period begins when the batch report which includes the day that the sale/action generating the commission took place is uploaded by HerbiGold. While HerbiGold will do everything we can to correct any errors or omissions which may occur, we will not be liable for any of these which are not brought to our attention within the 4 week period as detailed above.

Any accounts with no clicks through the affiliate within 30 day period will be deactivated. Furthermore, any account that has had no new unique sales for a period of 3 months will be deemed to be abandoned and HerbiGold will apply a variable account closing charge up to the maximum of £25. The charge will never be greater than the balance in the account.

In the event of any Affiliate fraud, all transactions in the Affiliates account will be reversed. We also reserve the right to take legal or criminal action against the companies and individuals involved.

In the event of suspected fraud, payment to an Affiliate’s account will be stopped and the Affiliate will be asked to provide additional information as to how they have been promoting the products to ascertain where any rules or program terms may have been broken. Failure to comply will result in monies being withheld and the Affiliate’s account being terminated.

The Affiliate is responsible for registering with HM Revenue and Customs. All payments made to you from HerbiGold must be declared and you are responsible for paying all tax and National Insurance payments due.

revised October 2018