General Terms and Conditions
1. General information
1.1 These General Terms and Conditions of Business shall apply for participation in the Omniga Affiliate Program. This Affiliate Program gives Partners the means to incorporate in their website (hereinafter the “Partner’s website”) the online advertising media (banners, text links, etc.) made available to them by the Supplier, and as a result of this, to earn advertising revenue. The Contract shall be made between the Partner and the Supplier.
1.2 The object of partner programs is to provide media services to support Clients in selling their goods and services online, on a commission basis.
1.3 These GTCs provide the basis for the commercial relationship between the Partner and the Supplier. They shall apply in addition to the terms and conditions of each partner program. Any conflicting terms and conditions of business of the Partner shall be invalid, unless their validity has been expressly agreed between the Supplier and the Partner. Any confirmation to the contrary by the Partner with reference to its own terms and conditions of business is hereby expressly rejected.
1.4 There are no other agreements in place besides these GTCs. Subsidiary agreements, amendments or additions to this Contract shall require the written form in order to be valid. The Supplier’s employees are not authorised to make verbal subsidiary agreements or to provide verbal assurances.
1.5 The Partner has read these terms and conditions carefully and hereby agrees to accept the following terms and conditions by submitting its application.
2.1 Account: An account is the legitimate means of access to the Supplier’s platform that is secured following registration by the Partner, subject to the latter providing complete and accurate registration data.
2.2 Valid click: A click is valid when a natural person who is not the Partner nor is acting on the Partner’s instructions (hereinafter “User”) voluntarily and intentionally clicks on a hyperlink for a partner program that can be attributed to the Partner, and is taken to the Client’s linked website as a result of this. Repeated clicks or clicks following one another in quick succession by the same User are not valid, even if different hyperlinks are used. Clicks that are associated with a mandatory action, such as the sending of an SMS message, participation in a competition or the use of the click as part of a paid e-mail system, are not permitted without the Supplier’s prior written consent. In the absence of such consent, clicks generated in this manner shall not be counted as valid. Valid clicks shall be recorded, verified and identified as such by the Supplier at its reasonable discretion.
2.4 Valid lead: A lead is valid if a user makes a valid click and subsequently voluntarily and intentionally carries out a specific, defined action on the Client’s website (hereinafter a “Qualified Action”). Valid leads shall be identified and defined as such in the same way as valid clicks; such leads shall be recorded and verified for the Supplier by the Client’s system based on completion of the Qualified Action, and identified as valid by the Supplier at its discretion.
2.4 Valid sale: A sale is valid if a User makes a valid click and then voluntarily and intentionally purchases goods in return for payment, or engages a paid-for service on the Client’s website. Valid sales shall be identified and defined as such in the same way as valid clicks; such sales shall be recorded and verified for the Supplier by the Client’s system based on purchase of goods or services in return for payment by the User, and identified as valid by the Supplier at its discretion.
3. Requirements for participation
3.1 The Partner undertakes to fill out the registration form in full and so that it is factually correct with regard to its contents at the time of registration. If registration forms are incomplete, payment of the commission to the Partner may not be made promptly. Partners therefore undertake, in their own interest, to check their data in their account themselves and to update such data immediately in the event of any changes. In the event that the Partner cannot update its details itself, it must inform the Supplier of any changes to its details without delay. In the case of incomplete details, the Partner is not entitled to prompt payment of the commission due.
3.2 The requirements for registration and participation in the partner programs are a personal email address, the provision of complete contact details and a minimum age of 18 years old.
4. Start of performance, formation of the contract
4.1 The simple fact of submitting a registration form does not yet lead to a contractual commitment. If a Partner applies for a partner program, this shall be deemed to be an offer, and the approval of the Partner for the partner program shall be deemed to be the acceptance. The formation of the contract therefore occurs only upon approval for a partner program.
4.2 Participation in the Supplier’s partner program is free of charge for the Partner.
5. End of the contract
5.1 The contract concerning participation in the Supplier’s partner programs is concluded for an indefinite period of time. Ending the contract shall require termination with 14 days’ notice. Either contractual party is entitled to termination, which must be carried out in writing, either by email (Partner@omniga.de) or by post (Omniga GmbH & Co. KG, Johanna-Kinkel-Straße 5, 93049 Regensburg).
5.2 The contractual partners are also entitled to terminate the contract for just cause, without observing the notice period. Just cause includes in particular, but is not limited to, any breach of Points 3.1, 3.2, 8.1, 8.2, 9.1, 9.3, 9.4, 9.5, 9.6 or 12.1.
5.3 The Partner is obliged to remove all advertising media after the end of the contractual relationship. From the time that the contract is terminated, no further remuneration shall be paid, even if the Partner continues to advertise successfully.
6. Supplier’s obligations
The Supplier undertakes to provide to the Partner, following completed registration, a partner ID, and to set up a personal account for it. With this account, Partners can see at any time their current commission for the programs on offer.
7. Supplier’s liability, limitation of liability
7.1 The Supplier shall take all reasonable and economically justifiable measures, in order to ensure the partner program is reliable and functions properly. However, the Supplier shall not accept any responsibility for the proper functionality of websites of the individual programs on a participant’s and/or Partner’s computer. The Supplier shall also not be liable for any restrictions on the availability of websites, which have occurred due to technical malfunctions that are beyond the company’s control, or due to force majeure events.
7.2 The Partners themselves shall be responsible for partner websites and their design in terms of content. The Supplier has not had and shall not have any control over the contents of the partner websites, and hereby expressly distances itself from their content.
7.3 The Partner always acts independently. The Supplier shall not be liable for losses and any third-party claims resulting therefrom, which the Partner has caused. The Partner shall expressly hold the Supplier harmless against such claims by third parties.
7.4 The Supplier shall be liable to the full extent for any losses caused by itself or its vicarious agents, be it with wilful intent or due to gross negligence. The Supplier shall also be liable, in accordance with the mandatory provisions of the German Product Liability Act [Produkthaftungsgesetz] and for any claims arising due to initial inability or impossibility for which it is responsible. In the event that the Supplier is culpable for breaching an essential contractual obligation, the obligation to pay compensation is limited to the foreseeable losses that typically occur in such cases. An obligation is deemed to be an essential contractual obligation if its fulfilment is necessary to achieve the purpose of the contract.
7.5 For the rest, the Supplier’s liability (e.g. for lost earnings, loss of data, disruptions or errors in the operation of the Partner’s website) is hereby excluded, irrespective of the legal basis for this. This shall apply in particular if the product conditions are changed or products cease to exist during the timeframe of the end-customer advertising. Insofar as the Supplier’s liability is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents. The Supplier shall not assume any guarantees nor provide any assurances with regard to the product or products sold on the product site (including, among others, the guarantee of the suitability of products for the contractually agreed or usual purpose, the non-violation of the rights of third parties or other guarantees that may arise from the fulfilment of the contract or based on a customary business practice).
7.6 Cookies are sometimes used in order to identify which end customers are introduced by the Partner. The Supplier shall not be liable in the event that an end customer introduced by the Partner does not accept the enabling of cookies and the sale thus generated cannot be assigned to the Partner. In addition, the Supplier shall not be held liable for any commission lost due to incorrect integration of advertising media.
8. Partner’s obligations and liability
8.1 The Partner undertakes to promote the programs on offer independently and whilst complying with all statutory provisions, particularly those of German competition law.
8.2 If the Partner operates its own website and places on this website the Supplier’s advertising materials, then said Partner shall be responsible for the development, operation and maintenance of its website and for all material that is used on the website. It shall be responsible, in particular, for ensuring that no depictions of violence, sexually explicit content or discriminatory statements or representations with regard to race, gender, religion, nationality, disability, sexual orientation or age, appear on its website. it shall ensure furthermore, that the material shown on its website does not violate the rights of third parties (including, for example, copyright and trademark rights, general personality rights or any other rights), and that the material shown on its website is neither offensive, nor libellous, nor illegal in any other way. The Partner shall ensure that the operation of its website fulfils the aforementioned requirements in full. It shall release and hold the Partner harmless from any claims by a third party, in the event that such claims are related to the operation of its website, an action or omission on its part, or on the part of one of its representatives, employees, contractors or vicarious agents, or is in any other way attributable to it.
8.3 In the event of an infringement or violation, the Supplier reserves the right to block the Partner from accessing its account. In this case, commission may be withheld until the matter has been clarified. Commission that was generated illegally or contrary to the rules set out on the Supplier’s website shall be forfeited.
9. Form of advertising
9.1 As a rule, advertising for the programs on offer may be carried out in the form of news tickers, links and banners. Partners are allowed to create their own banners and texts, however they must only use these after they have been approved in writing by the Supplier.
9.2 Partners can advertise for the programs on offer on their own website, but they may also post advertisements on other websites or in newsletters in their own name. Partners shall bear the costs for these advertising measures themselves.
9.3 In principle, the Partner shall be entitled to place advertising material in any location, unless the placement violates the provisions of this Agreement or is liable to damage the reputation or the good standing of the Supplier’s goods or services, brands or business operations, or those of the Client. In such circumstances, the Supplier may request a change of placement.
9.4 Sending of unsolicited e-mails with advertisements for the programs on offer, to addresses for which a “double opt-in” has not been obtained, is forbidden. The same shall apply to other advertising measures, which require the recipient’s consent to receive the advertisement, e.g. via mobile phone, telephone, fax, etc. It is also prohibited to advertise on fora or newsgroups in the form of contributions to discussions or other contributions.
9.5 The Supplier shall not pay any remuneration to the Partner for its own orders. Partners shall therefore ensure that they do not conclude their own customer contracts using their personal tracking ID, for one of the programs on offer.
9.6 The Partner guarantees that the websites on which advertising is placed by the Partner do not violate the rights of third parties (particularly personality rights, copyright and trademark rights). It shall guarantee in particular that the content provided on the websites does not breach any provisions of criminal law or provisions designed to protect young people; Partners shall guarantee in particular that no pornographic content, or content that is harmful to young persons or harms the development of children and young people, or content that is on the list of media that is harmful to young people, or content that glorifies war or is of a National Socialist nature, or content that constitutes hate speech or incitement to violence or racial hatred, or offensive content, or instructions on how to commit crimes, can be found on such websites. The assertion of further claims for losses by the Supplier shall remain unaffected by this. The contractual penalty shall be taken into account as part of any claims for losses.
9.7 For the sake of clarity, all other obligations of the Partner with regard to the form of advertising can be found in a separate Catalogue of Guidelines on the Supplier’s website. The Partner can view the catalogue by following this link: The contents of this Catalogue of Guidelines form an integral part of the contract concluded between the Partner and the Supplier. The Partner undertakes to abide by the provisions of this Catalogue of Guidelines.
9.8 If the agreements set out in 9.1, 9.3, 9.4, 9.5, 9.6, 9.7 are not followed, the Partner shall be disqualified from the partner program with immediate effect. In this case, the Partner’s account shall be locked immediately and the commission accrued until that time shall be paid out, minus a security deposit for court costs and legal fees, as well as any claims for losses by the Supplier and/or third parties.
10.1 The commission applicable in each case, as well as any commission models available, shall be notified in the account and varies depending on the program. All Partners shall be informed of any changes to commission in their account. By using the advertising media provided or approved in writing, as the case may be, the Partner accepts the remuneration model shown for the product and the terms and conditions for remuneration associated therewith. Program-related commission and further program-specific rules are set out in the relevant terms and conditions for that program.
10.2 Commission for a valid sale (cpo), direct commission, level 1: For each valid sale, the Partner shall be credited with the commission applicable at that time for the end-costumer contract that has been arranged. Commission shall only be paid out for end customers recruited during the term of the contract. In principle, the Partner shall only receive the commission after payment from the end customers it recruited has been received. End customers who do not pay reduce the Partner’s commission proportionally, if the monthly calculation of the commission has not yet been carried out. Similarly, commission shall be reduced retrospectively if it should become clear that a contract with an end customer has not come (fully) into being (e.g. in the event of multiple erroneous registrations by the same end customer, or registration of an end customer under a false name). End customers who reverse the payment already made by charge back, shall also reduce the commission proportionally, if the monthly calculation of the Partner’s commission has not yet been carried out.
10.3 Commission for a valid lead (cpl): For each valid lead, the Partner shall receive the lead commission applicable at that time.
11.1 Payment of commission based on leads (CPL) is carried out in the form of a bank transfer, by the 5th day of the following month for the preceding month in which the leads were generated (Net30). Payment of commission based on sales (CPO) is also carried out in the form of a bank transfer, by the 5th day of the second month following the month in which the sales were generated (Net60). CPO commission for the month of January shall therefore be paid out at the beginning of March, for example. The Partner shall refrain from submitting an invoice and shall instead receive a credit note. Only amounts of 20.00 euros and over shall be paid out. For amounts below 20.00 euros, these shall be credited to the following month. No interest shall be paid on the credit balance on the Partners’ accounts.
11.2 The commission shall be paid out by the Supplier in accordance with the payment method specified by the Partner, provided all of the data required for this has been added correctly to the account . Value added tax shall only be paid out if the Partner is commercially active, has its registered office in Germany, has provided a copy of its business registration to the Supplier, as well as evidence of its valid tax number, and full address details. The Partner’s entitlement for payment of value added tax shall commence from the day of complete submission of all required details of the business. There shall be no entitlement to back payment of value added tax. Partners themselves are responsible for payment of tax on the commission they have earned.
12.1 As a rule, any attempt to circumvent the Partner’s system and the Supplier’s accounting system by technical or other means shall be considered manipulation. Without prejudice to any written agreements, this shall include, in particular, instances in which the advertising media originally provided and offered by the Supplier has been changed, and instances in which, due to technical or other means, the system is made to count or register successes that did not actually occur in an economic sense, or are merely simulated.
12.2 The Supplier shall inform the Partner concerned as soon as possible if it suspects that manipulation has occurred. The Partner shall provide, without delay, a complete and true explanation of the matter.
12.3 In the event of manipulations, the Supplier reserves the right to block the partner from accessing its account. In this case, commission may be withheld until the matter has been clarified. Commission that was generated illegally or contrary to the rules set out on the Supplier’s website shall be forfeited.
12.4 The Supplier reserves the right to initiate legal proceedings against the Partner that committed the manipulation.
13. Special agreements
Any special agreements concerning remuneration and commission must be agreed beforehand in writing with the Supplier.
14. Data Protection
14.1 The Supplier shall abide by all relevant provisions under data protection law.
14.2 The Supplier shall not use the Partner’s details for purposes other than those set out in this Contract.
14.3 The Supplier shall not sell on address details, nor pass on any personal data to third parties.
15. Changes to the partner program and terms and conditions of use
15.1 The Supplier is entitled to revise and change the Service offered by it, both with regard to the contents and the functions, or to discontinue it in whole or in part. This includes changes made as a result of amendments to laws, current case-law, technical changes, or stipulations and instructions from authorities. In the event that the Supplier discontinues or changes essential services or technical functions of its offer or services, the Supplier shall inform the Partner of this in good time, in writing or by e-mail. In this case, the Partner has the right to terminate the contract extraordinarily in writing. The right of extraordinary termination must be exercised by the Partner within 4 weeks following the discontinuation or change of the service, otherwise the discontinuation or change of the service is deemed to have been accepted.
15.2 The Supplier is entitled to amend the levels of commission for parts of the partner program. However, in this case, the following requirements shall apply. Any changes shall be announced to the Partner in good time, meaning at least 14 days before the change to the commission comes into force, by means of a written statement or by e-mail. The Partner shall have a right of extraordinary termination from the time of receipt of the announcement until the time that the change comes into force. If the Partner does not exercise this right of termination by the time that the change comes into force, said change shall be deemed to have been accepted.
15.3 The Supplier reserves the right to substitute, change or discontinue, as applicable, any voluntary services that go beyond the scope of contractual obligations The Partner shall not derive from the use of such services any entitlement to the continuation thereof.
15.4 The Supplier is entitled to amend or to supplement these GTCs at any time, subject to a reasonable notice period. The Partner may object to any substantial technical changes or changes to content. If the Partner does not object the substantially modified terms and conditions within a period of two weeks following receipt of the newly drafted GTCs, and at the latest by which the amendments are to enter into force, these terms and conditions shall become effective in accordance with the announcement.
16. Place of jurisdiction, applicable law, successors in title and other general provisions
16.1 The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Regensburg, provided the Partner is a registered trader or an administrator of assets under public law. If the Partner does not have a permanent residence in Germany, the Supplier is entitled to bring legal proceedings at the last place in which the Partner had its permanent residence. Only German law shall apply, even for services that have been used from other countries, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
16.2 Partners may offset their own claims against the Supplier only if the Supplier has recognised such claims or insofar as they have been established as final and absolute in the Partner’s favour.
16.3 Any changes or additions to this contract, as well as any subsidiary agreements, require written confirmation from a legal representative or an employee appointed to act as representative by the Supplier, in order to be valid. The same shall apply with regard to the removal of this formal requirement.
16.4 The Supplier is entitled to transfer the contract, along with all rights and obligations, to a successor in title, by means of a declaration. In the event of assignment to a successor in title, the customer shall have a right of extraordinary termination from that time.
16.5 Whenever the written form is designated in the contract for declarations by the parties, this refers to communications by post, fax or e-mail. Statements and invoices sent by e-mail are deemed to have been received one week after they have been added on the Partner’s e-mail account, even if they have not been retrieved.
16.6 Should individual provisions of this contract or any of the foregoing provisions of the GTCs be or become entirely or partially invalid, this shall not affect the validity of the remaining provisions or parts of such provisions of the contract and/or the GTCs. The relevant statutory provision shall take the place of the invalid or missing provision. In the event that no suitable statutory provision exists to replace the invalid provision, the invalid provision shall be replaced by the provision that the Partner and Supplier would have chosen, taking due consideration of the interests on both sides, if they had been aware of the invalidity of the provision concerned in the contract and/or GTCs. In the event that these GTCs and/or contracts contain any loopholes, this paragraph is to be applied accordingly and by analogy.