These terms and conditions are an integral part of the Affiliate Marketing Agreement for the promotion of the Platform.

 

Changes to Terms and Conditions, Policies, and Commission

everyNutra retains the discretion to modify any terms and conditions within these General Terms and Conditions, the Policies, and the Commission at any time. Changes to these General Terms and Conditions will be effective no later than seven (7) days after notification to the Affiliate, posting on the Platform, or by other means. Changes to the Policies and the Commission may be made without prior notice and will immediately take effect. It is the responsibility of the Affiliate to regularly review notices, Policies, and the commission structure. Continued participation in EveryNutra’s Affiliate Program after such changes are implemented signifies the Affiliate’s acceptance of these changes. If the Affiliate disagrees with any modifications, they must cease participation in EveryNutra’s Affiliate Program, leading to the termination of the Agreement. It should be noted that newer versions of the General Terms and Conditions, Policies, and the commission structure supersede previous versions.

 

Eligibility and Representation

The Agreement is exclusively open to parties capable of entering into and forming contracts under the applicable law. The Affiliate hereby represents and warrants the following:

1. The Affiliate is, and will continuously remain, a business duly organized, registered, validly existing, and in good standing under the laws of its country of registration.
2. The Affiliate possesses all requisite rights, power, and authority to enter into this Agreement and fulfill its obligations herein.
3. Any information provided or made available to EveryNutra is, and shall remain at all times, accurate, up-to-date, and complete.

 

CLAUSE 1: Definitions and Interpretation

• Advertising Material: Includes banners, pop-ups, or any EveryNutra information presented in equivalent forms.

• Affiliate Media: All advertising media, such as websites, applications, and newsletters, registered with and approved by EveryNutra for the Affiliate Program.

• Affiliate Platform: EveryNutra’s online platform for affiliate participation, providing performance data, Commission details, and Advertising Materials.

• Affiliate Program: EveryNutra’s program offering products or services for sale to Customers through Affiliate Media using Hyperlinks.

• Chargeback: Sales not eligible for Commission, including fraudulent transactions, canceled orders, and returns.

• Click: A user’s activation of an Affiliate Program Hyperlink, leading to a Product or Platform page display.

• Commission: The fee earned by the Affiliate for a Click resulting in a Sale, as further defined in Clauses 7 and 8.

• Customer: A consumer placing an order on the Platform via a Hyperlink on the Affiliate Media.

• EDM: Advertising emails and other direct marketing processes.

• GST: Goods and Services Tax.

• Hyperlink: A URL link to a Product, identifying the Affiliate, for use in Affiliate Media.

• Platform: The EveryNutra website and other internet domains owned or operated by EveryNutra.

• Policies: EveryNutra’s policies on prohibited products, acceptable advertiser use, etc.

• Product: A product or service sold on the Platform.

• Sale: A Customer’s purchase resulting from the last Affiliate Click within 30 days.

• SEM (Search Engine Marketing): Online marketing enhancing website visibility in search engine results via paid placement, contextual ads, or inclusion.

• SEO (Search Engine Optimization): Enhancing website traffic or rankings in search engine results through natural or unpaid methods.

• Successful Sale: A Sale without Chargeback, starting with the first Customer purchase within 30 days.

• Sign-Up Form: The registration form accessible via the Affiliate Program.

• Views (or Impression): The number of times an ad is displayed on Advertising Media.

• Website: EveryNutra’s e-commerce platform.

 

CLAUSE 2: Contract Formation

• The Agreement is formed exclusively through the Affiliate Platform application procedure.
• The Sign-Up Form, along with these General Terms and Conditions, constitutes a framework agreement, with these Terms prevailing in case of conflict.

 

CLAUSE 3: Scope of Agreement

• The Agreement involves Affiliate participation in the Affiliate Program.
• EveryNutra offers Advertising Materials for placement on Affiliate Media.
• Affiliate decides when and for how long to place Advertising Materials.
• Affiliate places Advertising Materials only on approved Affiliate Media.
• Successful Sales entitle the Affiliate to Commission.
• The Agreement doesn’t establish other contractual relationships beyond its scope.
• Affiliate’s terms require EveryNutra’s written consent and aren’t applicable without it.

 

CLAUSE 4: Affiliate Obligations and Covenants

• Affiliate can’t modify Advertising Materials or use them differently.
• EDM usage requires EveryNutra’s prior written consent.
• When allowed, EDMs must adhere to specific conditions.
• Affiliate is responsible for Affiliate Media content.
• Prohibited content includes violence, explicit material, and discriminatory content.
• Torrents, streaming, etc., require EveryNutra’s prior consent.
• No misleading connection between Affiliate Media and EveryNutra.
• Affiliate must not mirror the Platform or use its content without permission.
• Advertisements must not infringe on third-party rights.
• Social media advertising must be approved by EveryNutra.
• Affiliate can’t run campaigns on third-party Affiliate Networks.
• Certain ad practices like forced installations are prohibited.
• Using offers, creative, or brand names for competitions is not allowed.
• Violations allow EveryNutra to terminate the Agreement.

 

CLAUSE 5: Services by EveryNutra

• EveryNutra provides updated Advertising Materials.
• The Platform and its services operate on a best-efforts basis.
• EveryNutra logs Affiliate activities for reporting.
• Affiliate receives Commission for Successful Sales within 30 days.
• Errors in EveryNutra documents will be corrected.

 

CLAUSE 6: Liability of EveryNutra

• EveryNutra’s liability is limited to the total Commission paid in the preceding six months.
• No further liability exists, including for employees.

 

CLAUSE 7: Commission for Transactions Generated from the EveryNutra Website

• EveryNutra pays Commission for Successful Sales.
• Commission structure can be found HERE.
• Commission is calculated from the net shopping basket value corresponding to the amount that the Customer pays for a Product minus shipping fee or tax.
• Payment is via direct bank transfer, with payment processing fees borne by EveryNutra.

 

CLAUSE 8: Tracking Methodology

• Tracking is through cookies lasting 30 days.

 

CLAUSE 9: Payment

• The Affiliate can view Commissions one hour after conversions.
• Invoices are issued for total Commissions exceeding MYR100.
• Payments are made within 30 days.
• Payments are in the form of direct bank transfer with reasonable processing fees.
• The Affiliate is responsible for income taxes, and withholding taxes will be deducted by EveryNutra.

 

CLAUSE 10: Organization and Independence of the Affiliate

• Both Parties are independent contractors.
• The Agreement doesn’t create employment relationships.
• Subcontracting requires EveryNutra’s written consent.

 

CLAUSE 11: Term of Agreement, Amendment, and Termination

• The Agreement is in effect until terminated.
• Amendments and addenda must be in writing.
• EveryNutra may modify the Commission structure with notice.
• EveryNutra can suspend the Agreement for up to seven days for investigations.
• Termination can occur with notice or immediately for violations.
• EveryNutra can withhold unpaid Commissions temporarily.
• After termination, the Affiliate must delete provided information and materials.

 

CLAUSE 12: Confidentiality and Personal Data

• Both Parties must keep Confidential Information confidential.
• Personal Data must be used per Malaysian law.
• Affiliate indemnifies EveryNutra against Personal Data Claims.
• EveryNutra indemnifies the Affiliate for certain claims.

 

CLAUSE 13: Governing Laws and Dispute Settlement

• The Agreement is governed by Malaysian law.
• Disputes should be resolved through negotiations first.
• Arbitration, if needed, follows KLRCA rules in Kuala Lumpur.

 

CLAUSE 14: Final Provisions

• No oral ancillary agreements exist.
• Invalid provisions are replaced legally and economically.
• Stamp duty is borne by the Affiliate.