Partner Terms & Conditions
for Sellencer GmbH
Effective Date: 01-08-2024
1. Introduction
In this Agreement, the following terms shall have the meanings set out below:
- Sellencer GmbH, a company duly organized and existing under the laws of Germany, with its headquarters located at Kolonnenstr. 8, 10827 Berlin (“Sellencer”) and
- You (the business entity identified during Partner registration), a user of the Sellencer Platform (“Partner”).
Welcome to the Sellencer Partner Platform!
By registering as a partner with Sellencer GmbH (“Sellencer,” “we,” “us,” or “our”), you agree to comply with these Terms and Conditions. These Terms outline the rules and obligations governing your participation in the Partner Program and should be read carefully.
By applying to or using the Partner Program, you are agreeing to these Terms and Conditions. If you do not agree to any part of these Terms, please do not participate in the Partner Program.
We encourage you to read this Agreement carefully and understand its contents before participating in the Sellencer Platform. If you have any questions or require clarification on any specific points, please don’t hesitate to contact us.
2. Definitions
In this agreement, the following terms shall have the meanings set out below:
2.1 “Partner” refers to the individual or entity that registers and participates in Sellencer’s Partner Program and assumes full responsibility for all activities carried out under this program.
2.2 “Sellencer Application Fee” refers to the fee charged by Sellencer to shops for managing affiliate marketing activities through its platform. Sellencer retains full control over the pricing and structure of these fees, which may be changed at any time at Sellencer’s sole discretion without prior notice.
2.3 “Partner Commission” refers to the percentage of the Sellencer Application Fee paid to the Partner, which is currently set at 7%. Sellencer reserves the right to alter this commission structure at any time without prior notice and assumes no liability for any resulting impact on the Partner’s revenue.
2.4 “Minimum Payout Threshold” refers to the minimum amount of $100 that must be reached in the Partner’s account before a payout is initiated. If the Partner’s balance is below this threshold, payouts will not be made, and Sellencer is under no obligation to inform the Partner of their failure to meet this threshold.
2.5 “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party to the other during the course of this partnership. Each party is responsible for safeguarding its own information and ensuring its security.
3. Participation in the partner program
3.1 Eligibility
To become a partner, you must complete the application process and be accepted by Sellencer. Sellencer reserves the right to reject any application for any reason, at its sole discretion, without providing an explanation or justifying the decision. Sellencer is not liable for any loss of potential earnings resulting from non-acceptance or delayed acceptance into the program.
3.2 Commission structure
Partners earn 7% of the Sellencer Application Fee generated by shops they register on the platform. However, this commission is contingent on a number of factors, including but not limited to the collection of fees from the shops. Sellencer does not guarantee or warrant that the fees will be collected in a timely manner, or at all, and is not responsible for any unpaid or uncollected commissions. Partners must ensure that the Sellencer Shopify Sales Channel Application is installed on their referred shops’ Shopify Admin and that the shop adheres to all necessary requirements. Sellencer assumes no responsibility for the actions, conduct, or compliance of the shops registered by the Partner.
3.3 Use of branding
Sellencer grants Partners a non-exclusive, revocable license to use its logo and branding materials, subject to compliance with Sellencer’s branding guidelines. This license can be revoked at any time without prior notice. The Partner agrees to bear all liability for any misuse or misrepresentation of the Sellencer brand and acknowledges that Sellencer has no obligation to monitor or approve the Partner’s use of its branding.
3.4 Compliance with laws
The Partner is solely responsible for complying with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, advertising standards, and intellectual property rights. Sellencer assumes no liability for the Partner’s failure to comply with legal or regulatory requirements, and the Partner agrees to indemnify Sellencer for any claims arising from such non-compliance.
3.5 Prohibited activities
The Partner agrees not to engage in any activity that could harm Sellencer’s reputation, including but not limited to fraudulent practices, misleading advertising, or unethical behavior. Sellencer reserves the right to terminate this agreement immediately upon discovering any prohibited activity and assumes no responsibility for any damages the Partner may suffer as a result of such termination.
4. Commissions and payouts
4.1 Commission payment
Sellencer will calculate the commission based on the Sellencer Application Fee earned from registered shops. However, commissions are not guaranteed and are contingent upon the successful collection of fees from the shops. Sellencer makes no guarantee that fees will be collected or that commissions will be paid on a specific date. Payments are made on a monthly basis, provided that the Minimum Payout Threshold of $100 is met. Sellencer is not responsible for any delays or failures in payout due to the Partner’s failure to meet the threshold or comply with payout requirements.
4.2 Payout waiting period
Payouts are subject to a waiting period determined by the shop and depend on the successful collection of fees. Sellencer is not liable for delays caused by shops, third-party payment processors, or any other external factors. The Partner acknowledges that payout timing is beyond Sellencer’s control and agrees to waive any claims against Sellencer for delayed or non-payment.
4.3 Taxes and legal obligations
The Partner is solely responsible for determining, reporting, and paying any taxes, duties, or legal fees associated with their participation in the program, including but not limited to income tax, VAT, and social security contributions. Sellencer will not withhold or remit taxes on behalf of the Partner and is not liable for any penalties or legal consequences resulting from the Partner’s failure to comply with tax obligations.
5. Account management and reporting
5.1 Partner dashboard
Sellencer provides Partners with access to a Partner Dashboard for monitoring performance. However, Sellencer does not guarantee the accuracy or availability of this dashboard at all times and will not be liable for any errors, inaccuracies, or system outages that may impact the Partner’s ability to access or use the dashboard.
5.2 Performance reports
Sellencer may, at its discretion, request reports from the Partner regarding their marketing activities. The Partner is solely responsible for providing accurate and complete information. Sellencer will not be liable for any consequences resulting from the Partner’s failure to submit reports or provide accurate data.
6. Termination of agreement
6.1 Termination by either party
Either party may terminate this agreement with 30 days’ written notice. Sellencer is not obligated to justify the reason for termination and assumes no responsibility for any losses incurred by the Partner as a result of the termination. Upon termination, the Partner must immediately cease using Sellencer’s branding and remove all Sellencer-related content from their online platforms.
6.2 Immediate termination for cause
Sellencer reserves the right to terminate this agreement immediately without prior notice if the Partner violates any of these terms, engages in prohibited activities, or acts in a manner detrimental to Sellencer’s reputation. Sellencer is not liable for any losses the Partner may suffer due to immediate termination.
6.3 Post-termination obligations
Upon termination, the Partner is required to cease all use of Sellencer branding and confidential information. Failure to comply may result in legal action. Sellencer assumes no responsibility for notifying the Partner of these obligations after termination.
7. Confidentiality
7.1 Confidential information
Both parties agree to keep any Confidential Information disclosed during the course of this agreement confidential. However, Sellencer is not responsible for any unauthorized disclosure by the Partner or third parties, and the Partner assumes all liability for safeguarding their own confidential information.
8. Intellectual property
8.1 License to use
Sellencer grants Partners a limited, revocable license to use its intellectual property, including logos and trademarks, solely for the purposes of promoting Sellencer’s services. This license may be revoked at any time without prior notice. Sellencer assumes no responsibility for any misuse of its intellectual property by the Partner.
8.2 Restrictions
The Partner is prohibited from modifying or creating derivative works based on Sellencer’s intellectual property and assumes all liability for unauthorized use. Sellencer will not monitor the Partner’s use of its intellectual property and is not responsible for any consequences arising from the misuse of such assets.
9. Indemnification
The Partner agrees to indemnify, defend, and hold Sellencer and its affiliates harmless from any claims, damages, liabilities, costs, and expenses (including legal fees) arising from the Partner’s breach of these terms, violation of laws, or participation in the program. Sellencer assumes no responsibility for the legal costs incurred by the Partner in connection with the program.
10. Limitation of liability
10.1 Liability cap
Sellencer’s liability under this agreement is limited to the amount of commission fees paid to the Partner in the 12 months preceding the claim. In no case will Sellencer be liable for more than this amount, regardless of the circumstances.
10.2 Exclusion of certain damages
Sellencer will not be liable for any indirect, incidental, special, or consequential damages, including lost profits, arising from this agreement or the Partner’s participation in the program, even if Sellencer has been advised of the possibility of such damages.
11. Governing law and dispute resolution
11.1 Governing law
These terms are governed by the laws of Germany. Sellencer assumes no responsibility for compliance with laws outside of Germany.
11.2 Dispute resolution
Any disputes will be resolved through good-faith negotiations. If resolution cannot be reached, disputes will be submitted to the exclusive jurisdiction of the courts of Berlin, Germany. Sellencer assumes no responsibility for legal fees or costs incurred by the Partner in resolving disputes.
12. Miscellaneous
12.1 Changes to terms
Sellencer reserves the right to modify these terms at any time without prior notice. Continued participation in the program constitutes the Partner’s acceptance of the revised terms. Sellencer is not responsible for informing the Partner of any changes.
12.2 Independent contractors
Nothing in this agreement creates a partnership, joint venture, or employment relationship between the parties. The Partner is solely responsible for their activities as an independent contractor.
12.3 Severability
If any provision of this agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
