Clause 5: Obligations of the Partners
1) The Partner shall be expressly prohibited from using advertising material other than those made available by LAZADA via the platform and from modifying advertising material without authorization.
2) The Partner shall not, without prior written consent by LAZADA, be allowed to use advertising e-mails (EDM) to promote LAZADA.
3) The Partner has to make sure that all e-mail addresses were generated over a double opt-in, in consideration of all necessary restrictions. LAZADA will be free of all third-party requirements in case of issues because of the mailing partners. The Partner guarantees that they take responsibility in case of complaints concerning the e-mail. The Partner is not allowed to use the brand “LAZADA” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Partner has to make sure that it is clear that the e-mail comes from a Partner and not from LAZADA directly. The e-mail has to be approved by LAZADA before it will be sent. The Partner has to compensate the costs, in case of breach of third party requirement because of not following the restrictions.
4) The Partner itself shall be responsible for the content and routine operation of its Partner’s Website and shall, for the term of this contract, place no content on said Website 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 Partner’s Website, nor may links be created from the Partner’s Website to corresponding content on other websites. The Partner’s Website shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities.
5) The Partner shall be prohibited from maintaining on the Internet websites that might give rise to a risk of confusion with the web presence of LAZADA. The Partner shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from LAZADA website. It is strictly prohibited to crawl any of LAZADA’s webpages. In particular, the Partner shall avoid creating the impression that the Partner’s Website is a project of LAZADA or that its operator is economically linked to LAZADA in any way that goes beyond the LAZADA Affiliate Program and this contract. Any use, by the Partner, of materials or content from LAZADA web presence or its logos or brands shall require LAZADA prior written approval.
6) The Partner shall be liable, vis-à-vis LAZADA, for ensuring that its advertising e-mails are in neither direct nor indirect breach of domestic and/or foreign third-party property rights and/or other rights that do not enjoy any special statutory protection.
7) It is strictly prohibited to drive search engine marketing (SEM) and other keyword-based advertising traffic to the Advertiser’s Website. SEM and other keyword-based advertising driving traffic to the Partner’s Website should exclude the LAZADA brand and private labels; in other words, "LAZADA" must be entered as a negative keyword. In the event of a breach, all generated sales shall be cancelled. Site links in Google AdWords advertisements may be entered in connection with LAZADA only if they refer to a landing page of the Partner’s Website on which LAZADA is exclusively promoted. Site links may expressly not be placed on the LAZADA brand or on misspellings or generic terms related to the LAZADA product range, nor shall direct forwarding from within the Google advertisement be permitted. Product lists within Google Shopping product search shall be expressly prohibited. Any other kind of Google products are prohibited (e.g. GDN).
8) Advertising LAZADA through social media activities (e.g. Facebook, Pinterest, Twitter, etc.) is granted upon request and should not include any trademarks of LAZADA , or display misleading content (i.e. that may look like official LAZADA social media activities). Social media activities through Facebook platform shall be run through a “Fan page” only and not through a “Personal Page”.
9) The Partner shall not, without prior written consent by LAZADA, be allowed to conduct, undertake, use, perform or exercise SEO. SEO activities can be carried out only upon request of LAZADA and would be supported by the LAZADA SEO team.
10) The Partner shall not set up campaigns on third party Affiliate Networks. The Partner is only allowed to direct its own traffic to the Advertiser’s Website.
11) The Partner shall not drive mobile or incentivized traffic to the Advertiser’s Website.
12) The Partner shall warrant that it will set cookies only if advertising material made available by the LAZADA Affiliate Program is in visible use on the Partner’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, cookie dropping and postview technology shall not be permitted and strictly prohibited.
13) The use of offers, creatives or brand names for any case of competition or lottery is strictly prohibited.
14) The Partner may promote solely vouchers that LAZADA has approved explicitly for affiliates and/or communicated by means of Partner newsletters. The promotion of other vouchers, for instance from end customer newsletters, print advertisements or customer service contacts, shall not be permitted. In the event of any breach, all transactions shall be cancelled.
15) Any culpable infringement, by the Partner, of the foregoing paragraphs 1) – 10) or any other industrial property rights or copyright of LAZADA shall entitle LAZADA to terminate this contract for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Partner to which LAZADA is entitled. In particular, LAZADA shall be entitled, vis-à-vis the Partner, to withhold or cease all and any services related to said Partner.
16) The Partner shall remove LAZADA advertising material without delay from the Partner’s Website if LAZADA requests it to do so.
17) If LAZADA is sued by third parties on account of the Partner's culpable breach of contractual obligations, particularly those set out in the foregoing paragraphs 1) – 10), or on account of the Partner's violation of a statutory provision in relation to the placement of LAZADA advertising material, the Partner shall be obliged to indemnify LAZADA against all third-party claims that are asserted on account of the aforementioned breaches. If, for its legal defense, LAZADA requires the Partner to provide information or explanations, the Partner shall be obliged to make the same available to LAZADA without delay and also to provide reasonable support to LAZADA in its legal defense. In addition, the Partner shall compensate LAZADA 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 (hourly rate of 500 EUR), court costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that LAZADA suffers thereby.
18) The Partner shall not purchase any Product(s) through links or banners provided by LAZADA for resale or commercial use of any kind. Similarly, the Partner shall not request or encourage any of his/her friends, relatives, or associates to purchase any Product(s) through links or banners provided by LAZADA for resale or commercial use of any kind. Any infringement of this clause shall entitle LAZADA to terminate the Partner account and cancel all sales generated by the Partner.
Clause 6: Services by LAZADA
1) Once the Partner has been admitted to the LAZADA 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. The Partner may request individual provision of formats or newsletter templates from LAZADA at any time.
2) LAZADA 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 LAZADA. LAZADA 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 LAZADA platform shall fall within the exclusive discretion of LAZADA.
3) All activities of the Partner shall be logged via the platform tracking system and made accessible to the Partner via the platform statistics and reports. The commission that LAZADA pays to the Partner once a month shall be based on the brokered orders and the resulting net shopping basket value.
* Net shopping basket value = [What customer pays – (VAT12% + shipping cost + payment fee)]
4) The Partner shall, in the context of its participation in the platform and in accordance with the terms and conditions that it agreed with LAZADA in this respect, be entitled to receive a commission from LAZADA in relation to transactions that are generated, by its active promotion of LAZADA on the Partner’s Website registered with the Partner Program, within the first session and for thirty days thereafter.
Clause 7: Liability
1) LAZADA shall, in the event of willful intent or gross negligence, be liable without limitation for injury to life, limb and health in accordance with the provisions of the Civil Code and to the extent of any guarantee undertaken by LAZADA.
2) 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 LAZADA shall be limi