Lazada’s Affiliate Program Terms & Conditions
Version dated 12 May 2022.
CLAUSE 1. Definitions And Interpretation
1.1 LAZADA
LAZADA LIMITED (“LAZADA”) is the owner and manager of E-Commerce Website Page https://www.lazada.co.th/ (“Lazada Website”) and mobile application (collectively referred to as “Lazada Platform”) , on which LAZADA and other third parties (marketplace sellers) are offering to sell, selling, distributing products/goods and/or services.
1.2 LAZADA’s Product
The products, goods and/or services offered to sell, sold, and/or distributed on the Lazada Platform by LAZADA or third parties (marketplace sellers).
1.3 LAZADA’s Affiliate Platform
The online Platform is available at http// adsense.lazada.co.th provided by LAZADA, which enables the Affiliate to participate in the LAZADA Affiliate Program and provides the Affiliate with statistical and financial information and any other relevant information and materials, including but not limited to the Affiliate’s performance, retrieve advertising materials, access to Affiliate’s amount of commission.
1.4 Affiliate
An entity or individual, as identified on the Sign-Up Form for Lazada’s Affiliate Platform as Party B to this Agreement and which is entitled to publish LAZADA’s Advertising Materials via Affiliate’s Media.
1.5 Affiliate’s Media
Affiliate’s Media means all advertising media, including but not limited to website, application and newsletter, Affiliate networks' sub affiliates, their owned and brokered media registered to the Affiliate Program by the Affiliate and approved by LAZADA.
1.6 Affiliate Program
LAZADA’s affiliate program that offers to sell and distribute products/goods and/or services to Customers via Deeplinks on the Affiliate’s Media.
1.7 Application/App
LAZADA’s mobile application.
1.8 Chargeback
Right of LAZADA to not pay any Commission, set-off or initiate chargebacks, on invalid Transactions.
1.9 Click
A user’s call of a hyperlink for the Affiliate Program, leading to the LAZADA’s Product, an action of a Deeplink.
1.10 Commission
The commission received by an Affiliate for delivering a Sale or an agreed action excluding any Chargeback as described LAZADA’s Affiliate Platform (as revised from time to time).
1.11 Customer
A consumer who accesses the Advertising Media of the Affiliate or the Lazada’s Product, and places an order.
1.12 Deeplink
A link to the LAZADA’s Product in the form of the exact URL, provided via the Affiliate Program, for use by the Affiliate in the Affiliate’s Media (e.g. registered websites), that identifies the Affiliate.
1.13 Eligible Sales
All Sales generated by an Affiliate’s active promotion of LAZADA on the Affiliate’s website/App which are eligible for a Commission in accordance with the requirements in this Agreement and/or the requirements as informed to the Affiliate on LAZADA’s Affiliate Platform. Eligible Sales exclude Invalid Transactions.
1.14 Invalid Transactions
Invalid transactions include but are not limited to:
a. fraudulent transactions: identified manually or by the means of automated fraudulent order check tools used by LAZADA
b. collusion: transactions where the Affiliate or sub affiliate is connected to the Seller, as per Clause 4.17
c. cancelled transactions
d. returned orders
e. resellers: Orders made with the intention of reselling as per Clause 4.17.
f. non-Permitted traffic and sources: as per Clause 4.2, 4.3, 4.5 and 4.7.
1.15 Sale (also known as order or transaction)
The act of purchasing a product or service by one of LAZADA’s customers via the Deeplink.
1.16 SEM (Search Engine Marketing)
The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.
1.17 SEO (Search Engine Optimization)
The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
1.18 Advertising Material
Including but not limited banner, pop-up or any product information shown in equivalent forms.
1.9. Sign-Up Form
The Sign-up form that is accessible via the Affiliate Program on LAZADA’s Platform for registration to the Affiliate Program.
Clause 2: Contract Formation
The Sign-Up Form together with this Agreement, and the acceptance by LAZADA into the program will together constitute a binding legal contract between LAZADA and the Affiliate. In the case of a conflict between the Sign-Up Form and this Agreement, this Agreement shall prevail.
By signing up for or using the Lazada’s Affiliate Program, the Affiliate represents that it / he / she has full power, capacity and authority to enter into and perform the obligation under this Agreement, and agrees to be bound by this Agreement.
In case any Insertion Order or any other document in other form (if any) is executed by the Affiliate and Lazada in relation to the Affiliate Program, such Insertion Order or document shall always be subject to the terms and conditions of this Agreement.
Clause 3: Scope of Work
3.1 Scope of work shall be the participation in the Affiliate Program and promotion for LAZADA by the Affiliate as an Affiliate in the context of LAZADA’s Affiliate Platform. To this end, LAZADA shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the LAZADA’s Affiliate Platform.
3.2 The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate’s Media registered in the LAZADA Affiliate Program. Subject to LAZADA’s rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long it wishes to place the LAZADA advertising materials on the Affiliate’s Media, unless otherwise required by LAZADA. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place
LAZADA advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by LAZADA.
3.3 In return for the successful brokerage, the Affiliate shall receive from LAZADA the Commission for all Eligible Sales, which shall depend on the extent and real net value of the service.
3.4 The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
3.5 Any incorporation of the Affiliate's own terms and conditions into this Agreement shall require the express written consent of LAZADA. The Affiliate’s own terms and conditions shall not be applicable even if LAZADA does not object to their validity.
Clause 4: Obligations And Covenants Of The Affiliate
4.1 The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and contents accessed via the LAZADA’s Affiliate Platform other than as expressly allowed under the terms of this Agreement without LAZADA’s prior written agreement.
4.2 The Affiliate shall not, without prior written consent by LAZADA, be allowed to use advertising e-mails/ electronic direct mails (the “EDM”) to promote LAZADA.
In the event Lazada has given its written consent to the Affiliate to use EDM, the Affiliate has to make sure that all EDM are generated over a double opt-in e-mail, in consideration of all necessary restrictions.
LAZADA will be free of all third-party requirements for any claims, disputes, claims caused by the Affiliate in relation to the e-mail or EDM. The Affiliate guarantees that they take responsibility in case of complaints concerning the e-mail or EDM. The Affiliate 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 Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from LAZADA directly. The e-mail has to be approved by LAZADA before it is sent. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above
restrictions.
4.3 The Affiliate shall be responsible for the contents and routine operation of the Affiliate’s Media or the other relevant Affiliate Media, such as Affiliate networks’ sub affiliate and shall, for the term of this Agreement, place no content on said Affiliate Media or other relevant advertising media that breaches applicable law, public morals, third-party rights, or containing political content. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements, discriminatory, or mimicry content (e.g. in respect of gender, race, politics, religion, nationality, disability, or illness). Such content may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites
4.4 The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without LAZADA’s prior written consent.
4.5 The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web/mobile presence of LAZADA. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from LAZADA website/ Lazada Platform. It is strictly prohibited to crawl any of LAZADA’s webpages. In particular, the Affiliate shall avoid creating the impression whether publicly or privately that the Affiliate’s Website is a project of LAZADA or
that its operator is economically linked to LAZADA in any way or any other relationship or affiliation between the Affiliate and LAZADA that goes beyond the LAZADA Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from LAZADA web presence or its logos or brands shall require LAZADA prior written approval.
4.6 The Affiliate shall be liable, vis-à-vis LAZADA, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
4.7 It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the LAZADA brand or private labels, to LAZADA’s Product. In other words, "LAZADA" and other similar words which could be misleading as LAZADA must be entered as a negative keyword in the search engine.
4.8 Advertising LAZADA through social media activities on social media platforms (including but not limited to Facebook, Pinterest, Twitter) is granted upon request and should not include any LAZADA ’s logos, brands, marks or other intellectual property, or display misleading content (i.e. that may look like official LAZADA social media activities) on social media platforms without LAZADA’s approval. Social media activities through Facebook platform shall be run through a “Fan Page” only and not through a “Personal Page” in accordance with Facebook’s policy.
4.9 The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own sub affiliate traffic in case of networks, to the LAZADA‘s Product.
4.10 The Affiliate shall warrant that it will set cookies only if the Advertising Material made available by the LAZADA Affiliate Program is in visible use on the Affiliate’s Media/website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, auto-redirect advertisements which automatically redirect the user to the advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, post view technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited. In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the users for permission before initiating a download/ redirect.
4.11 The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.
4.12 The Affiliate may promote solely vouchers that LAZADA has approved explicitly for affiliates or communicated by means of Affiliate newsletters. The promotion ofother vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
4.13 Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other intellectual property rights or copyrights of LAZADA shall entitle LAZADA to terminate this Agreement for good cause in accordance with the terms and conditions of this Agreement.. This shall not affect any additional claims against the Affiliate to which LAZADA is entitled. In particular, LAZADA shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
4.14 The Affiliate shall remove LAZADA Advertising Material without delay from the Affiliate’s Media/website if LAZADA requests it to do so.
4.15 If LAZADA is sued by third parties on account of the Affiliate's breach of contractual obligations or on account of the Affiliate's violation of a statutory provision in relation to the placement of LAZADA Advertising Material, the Affiliate 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 Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to LAZADA within necessary period no later than three (03) days and also to provide reasonable support to LAZADA in its legal defense.
4.16 In addition, the Affiliate 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 and/or violation of laws; such costs shall, for example, include legal fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that LAZADA suffers thereby.
4.17 The Affiliate shall not purchase any product(s) through his/her own Affiliate promotions. Also, the Affiliate shall not cause any third parties to use the Affiliate Program to purchase any product(s) with the intention of reselling such product or for commercial use of any kind. Transactions that are not eligible for pay-outs, including where the Affiliate or sub affiliate is simultaneously owning or managing the Seller account (whether directly or not). For the avoidance of doubt, such transactions shall be deemed as being brought about through collusion and considered an Invalid Transaction per Clause 1.14.
4.18 The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the obligations contemplated under this Agreement and that it shall carry out its obligations in this Agreement in compliance with relevant law of Thailand, particularly any local advertising laws, its guiding legislation and legal provisions on data privacy.
4.19 In the event of a breach or violation of any terms and conditions in this Agreement, (including but not limited to the use of non- permitted traffic and sources, fraudulent actions or the violation of the terms stated in this Agreement), LAZADA reserves the right to deem the following as Chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the pay-out for the period when the breach was found, (iii) any pay-out earned by the Affiliate proven to have originated from the breach or violation.
For the avoidance of doubt, the Affiliate remains liable to compensate LAZADA for all losses suffered in the aggregate by LAZADA due to the Affiliate’s breach, and any compensation quantum exceeding the amount recoverable by LAZADA by way of Chargeback or deduction from amounts payable to Affiliate, shall be recoverable at LAZADA’s election by way of debt owed by Affiliate to LAZADA and/or LAZADA’s affiliates.
4.20 The Affiliate shall declare each of its Sub-Affiliates with LAZADA, which will involve the identification of the Sub-Affiliates segment, activity and insertion of tracking parameters of unique identifiers to allow tracking of performance. The Affiliate acknowledges that by allowing its Sub- Affiliates to participate in the Affiliate Program, the Affiliate shall ensure that such Sub-Affiliate shall be bound by the terms and conditions of LAZADA’s Affiliate Program and this Agreement.
In the case of a violation originated by an identified Affiliate network sub affiliate, an additional Chargeback at the sum which is equivalent to 30% of the sub affiliate payout can be applied as liquidated damages (and not as penalty). The parties agree that the quantum payable as liquidated damages (as stipulated in this Clause 4.20) is a genuine pre-estimate of the foreseeable damages incurred by LAZADA due to the breach by the Affiliate, or sub affiliate, of this Agreement
4.21 LAZADA shall be entitled to prohibit certain sub affiliates from participating in the Lazada Affiliate Program for any reason. In the event of breach by an identified sub affiliate, the Affiliate shall cooperate in good faith, to provide LAZADA with all details as requested by LAZADA regarding the sub Affiliate.
4.22 The Affiliate shall not run any campaigns or post any links directly on any Lazada properties, including the website, app or social media, under any forms.
4.23 These subjects are not allowed to participate in Lazada Affiliate Program: (1) any Seller signed E-commerce Service Contract with Lazada, (2) staffs/ any employees of Lazada, including but not limited to any employees who have signed the labour or freelancer contract and (3) any individual, organisation which Lazada allow to access its confidential information.
Clause 5: Services By Lazada
5.1 Once the Affiliate has been accepted to the LAZADA Affiliate Program, the Affiliate 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 Affiliate may request individual provision of formats or newsletter templates from LAZADA at any time.
5.2 LAZADA shall operate the Lazada Platform 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/Lazada Platform. The quality and correctness of the products, advertising material and csv files offered on the LAZADA’s Affiliate Platform shall fall within the exclusive discretion of LAZADA.
5.3 All activities of the Affiliate are logged via the Affiliate Platform’s tracking system and made accessible to the Affiliate through statistics and reports. The Commission that LAZADA pays to the Affiliate shall be based on the brokered Eligible Sales and the resulting net shopping basket value. The Commission is calculated in according to Clause 7.3 and Clause 8.3 of this Agreement.
5.4 The Affiliate shall, in the context of its participation in the Platform and in accordance with the terms and conditions that the Affiliate agreed with LAZADA in this respect, be entitled to receive a Commission from LAZADA in relation to eligible Sales that are generated, by its active promotion of LAZADA on the Affiliate’s Website/App, within the first session and for the relevant attribution window thereafter if the action of using the Advertising Materials lead to an Eligible Sale via the Lazada Platform and it is the last paid marketing advertorial the end-user is using. Details of how the attribution is made shall be communicated by Lazada from time to time on the LAZADA’s Affiliate Platform (as updated and amended from time to time).
5.5 LAZADA reserves the right to impose requirements (as amended from time to time) before a Sale shall be recognized as an Eligible Sale in respect of which Commission is payable. Such requirements shall be set out in this Agreement or communicated by LAZADA to the Affiliate from time to time on the LAZADA’s Affiliate Platform.
5.6 Notwithstanding to any conflict provision set forth, in case of any incident not caused by the Affiliate’s fault which leads to any mistake or inaccuracy in the LAZADA’s Affiliate Platform statistics and reports, Lazada, by its own decision, shall compensate for the Affiliate with an amount of money. The rate and calculation of compensation shall be aligned and agreed to by Lazada and the Affiliate via email.
Clause 6: Liability of LAZADA
6.1 The aggregate liability (inclusive of interest and legal and other costs) of LAZADA and LAZADA’s respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives to the Affiliate, to the fullest extent permitted by applicable laws, and notwithstanding any other provision of this Agreement, for all claims resulting from breach of or negligent performance of this Agreement shall not exceed the total of Commission paid or payable to the Affiliate under this Agreement in the six (6) months immediately prior to the occurrence of the event giving rise to the claims.
6.2 Save as expressly provided in Clause 6.1 above, no further liability on the part of LAZADA shall exist. In no event shall LAZADA be liable for any loss of profit, indirect, special, punitive, consequential loss or damages arising out of or in connection with this Agreement.
6.3 Affiliate agrees at all times to indemnify and keep LAZADA indemnified against any and all claims, losses, damages, costs or expenses and other liabilities arising from Affiliate’s use of the Affiliate Program or in relation to this Agreement.
CLAUSE 7: Affiliate Commission For Transaction Generated From Lazada Website (NON-APP)
7.1 LAZADA agrees to pay a Commission on Eligible Sales generated on Lazada’s website within the relevant Attribution Window, by the traffic coming from the Affiliate’s Website. In order to reward best performing affiliates, LAZADA has put in place a category-based commission structure for transactions generated from LAZADA’s Affiliate Platform. The Commission structure could be referred to on the LAZADA’s Affiliate Platform .
7.2 Pay-out/ Commission = [Net shopping basket value x SKU commission rate] supject to the individual order/commission cap.
7.3 Net shopping basket value is defined as the amount the customer pays, meaning the product selling price, less checkout discount and shipping costs (if any).
7.4 The Commission structure can be modified at any time by LAZADA at its sole discretion, including without limitation by adding or reducing additional points of commission to selected Affiliates, in order to incentivize best practices and reward outstanding results. Please refer Clause 12.3 for more information.
7.5 Without prejudice to other rights or remedies available to LAZADA, LAZADA has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any Commission otherwise payable under this Agreement if LAZADA determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate. In the case of a violation originated by an identified sub Affiliate, an additional Chargeback can be applied equivalent to 30% of the sub affiliate pay-out in case it would be agreed by both Party to keep working together for the sake of the partnership continuity.
Clause 8: Affiliate Commission For Transaction Generated From Lazada App
8.1 LAZADA agrees to pay a Commission on Eligible Sales generated on LAZADA’s App within the relevant Attributation Window, by the traffic coming from the Affiliate’s website or application. LAZADA offers Commission per Eligible Sale made excluding Chargeback. The Commission structure could be referred to on the LAZADA’s Affiliate Platform.
8.2 The commission structure can be modified at any time by LAZADA at its sole discretion, including without limitation, by adding or reducing additional points of commission to selected Affiliates, in order to incentivize best practices and reward outstanding results. Please refer to Clause 12.3 for more information.
8.3 Without prejudice to other rights or remedies available to LAZADA, LAZADA has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any Commission otherwise payable under this Agreement if LAZADA determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate. In the case of a violation originated by an identified sub Affiliate, an additional Chargeback can be applied equivalent to 30% of the sub affiliate pay-out in case it would be agreed by both Party to keep working together for the sake of the partnership continuity.
Clause 9: Tracking Methodology
9.1 LAZADA and the Affiliate agree that tracking and reporting are being carried out by LAZADA’s Affiliate Platform by which a cookie is dropped on the user’s browser to track transaction back to each specific Affiliate and by which the device ID is used to track transactions generated from LAZADA mobile application.
9.2 LAZADA attributes a browser transaction to the Affiliate which is in the last position of the paid click chain. For mobile application campaigns, a post-click attribution is used and the order is attributed to the last paid link, regardless of clicks to other organic marketing channels’ links.
9.3 In the event that a transaction is not tracked in the manner contemplated under Clauses 9.1 and 9.2, LAZADA shall have the right to track the volume of transactions attributed to the Affiliate based on LAZADA’s own data.
Clause 10: Payment
10.1 Affiliate can login into the LAZADA’s Affiliate Platform to view their accumulated Commission after conversions are made and a first payment check has been performed. When requested by the Affiliate and when LZADA deems necessary, a technical integration can be established between LAZADA’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the LAZADA’s Affiliate Platform or Lazada Platform and the Affiliate’s system/platform, LAZADA’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount.
10.2 LAZADA will issue monthly an invoice for all tracked, delivered and non-returned sales in the previous month for billed amount once accumulated Commission exceeds the minimum sum as set out below.
Payment to affiliates based within Thailand:
• Payment is made in local currency THB
• LAZADA reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below USD 25. LAZADA will pay the Affiliate in the next payment period where the minimum payment sum is met.
Payment to affiliates based overseas:
• Payment is made in local currency THB. Our bank shall convert the THB amount to the specified currency upon request by affiliate.
• LAZADA reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below USD 200. LAZADA will pay the Affiliate in the next payment period where the minimum payment sum is met.
10.3 Save in respect of the first-time payments which may be subject to a longer processing time, Affiliate will be paid within 45 days after LAZADA has issued a payment advice or an invoice as the case may be.
10.4 Subject to Clause 10.3, payment to the Affiliate will be done once a month.
Lazada Thailand will only absorb the “sending fee” from our bank. The “receiving fee” of the transferred amount at shall be absorbed by affiliate’s company.
LAZADA reserves the right to deduct from the pay-out/Commission to the Affiliate, additional processing fees incurred due to incorrect information supplied by the Affiliate.
10.5 Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment to the Affiliate are subject to withholding taxes, LAZADA shall deduct such from the payments, and pay the Affiliate the net amount. Upon request by the Affiliate, LAZADA shall provide the Affiliate a certificate (or any similar document) of taxes withheld.
The Affiliate Payout excludes 7% VAT if the customer is based outside Thailand, or within Thailand but is not a VAT-registered entity under Thai law.
The Affiliate Payout includes 7% VAT if the customer is based inside Thailand and is a VAT-registered entity under Thai law
Clause 11: Organisation And Independence Of The Affiliate
11.1 Lazada and the Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on behalf of LAZADA.
11.2 The Affiliate shall not subcontract any of its rights or obligations under this agreement without prior written consent of LAZADA.
Clause 12: Terms Of Agreement, Amendment And Termination
12.1 The term of this Agreement shall be based on the duration of the Affiliate's membership of the LAZADA Affiliate Program.
12.2 Following termination of this Agreement, the Affiliate shall, without being requested to do so, immediately delete the information and the Advertising Material submitted to it or the Affiliate has obtained or procured under this Agreement. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at LAZADA’S request, provide LAZADA with written confirmation of the deletion. No attributions will be taken into account following termination of this Agreement
12.3 LAZADA reserves the right to change or alter the Commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the LAZADA Affiliate Program. Notification shall be given by LAZADA at least two (2) weeks prior to any change. LAZADA shall have no responsibility to ensure that communications about changes in the LAZADA’s Affiliate Program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse shall be to end its participation in the LAZADA’s Affiliate Program.
12.4 LAZADA shall reserve the right to amend these Agreement at any time; the updated version of which shall be made available on LAZADA’s Affiliate Platform or Lazada Platform or via e-mail to the Affiliate which shall be effective immediately or as may be otherwise specified. If the Affiliate does not agree to the changes, the Affiliate shall terminate this Agreement by written notice to Lazada. The Affiliate understands, acknowledges and agrees that continued participation in the Lazada’s Affiliate Program constitutes its / his / her agreement and acceptance to the changes.
12.5 This Agreement shall be terminated in the following circumstances:
a. Both parties agree to terminate the Agreement.
b. Being required by law.
c. The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (06) months.
d. LAZADA reserves the right to unilaterally terminate this Agreement at anytime with seven (07) days prior notice to the Affiliate without assigning any reason.
e. LAZADA reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.
f. If there is any suspicion on fraudulent behaviour, LAZADA reserves the right to initiate an investigate within seven (07) days from the date of raising suspicion and the implementation of this Agreement would be suspended pending the outcome of the investigation. Upon the expiry of such term, LAZADA could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any fraudulent behaviour is found, without prejudice to the other rights Lazada has under this Agreement, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.
g. Other provisions in accordance with the laws and this Agreement.
12.6 The payable expenses will be counted until the date of termination notice except for the circumstances at Clause 12.5.e. and 12.5.f. as above where Lazada shall not pay any Commissions to the Affiliate and reserves the right to claw back the Commission that Lazada has paid to the Affiliate.
12.7 LAZADA reserves the right to withhold unpaid Commissions for a reasonable period of time or 60 days, whichever is longer, following termination of the Agreement to ensure that the correct amount of the Commission is paid to the Affiliate.
12.8 Upon termination of this Agreement and unless otherwise expressly provided herein, all rights and obligations of the Parties shall cease to have any further effect and none of the Parties shall have any claims against the other Party for costs, damages, compensation or otherwise save in respect of any right of action already accrued or arising under this Agreement prior to such termination.
Clause 13: CONFIDENTIALITY
13.1 Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
a. Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;
b. Any past or present performance results, including orders and volumes;
c. Any plan and strategies for expansion;
d. Any products or services, customers or supplier lists;
e. Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
f. Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; and
g. Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.
For avoidance of doubt, the confidential information will not include information:
a. which is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party or its authorised recipient (as defined in clause 13.3.a below);
b. already known to the receiving Party on a non-confidential basis prior to the disclosure by the disclosing Party to the receiving Party or its authorised recipient;
c. which becomes available to the receiving Party of its authorised recipient from a source not known to the receiving Party or its authorised recipient to be subject to any obligation of confidentiality with respect to such information;
d. which has been independently developed by the receiving Party or its authorised recipient.
13.2 Each Party agrees to hold in strict confidence all confidential information furnished to or received by it and shall not disclose such confidential information to any person or third party without the prior written approval of the disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing or performing its obligations under this Agreement, and not for any other purposes. The Affiliate ensure that said employees maintain confidence and secrecy in respect of the confidential information during and after their activity.
13.3 Notwithstanding the foregoing, the confidential information could be disclosed by the receiving Party due to the following reasons:
a. To any of its employee, agent or professional advisor who has a need to know such confidential information provide that the receiving Party informs such employee, agent or professional advisor (collectively, “authorised recipient”) of the confidential nature of such information and such employee, agent or professional advisor agree to keep such information confidential and not to use such information for any purpose other than in connection with this Agreement.
b. To comply with the mandatory provisions of applicable law or the rules of any recognised jurisdiction;
c. The information is in the public domain, other than through a breach of this clause;
d. For the purposes of any arbitration or legal proceedings arising from this Agreement; and
e. To any governmental authority at their request.
13.4 The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement.
13.5 Upon termination of this Agreement, the receiving Party shall promptly destroy or return to the disclosing Party all confidential information so disclosed.
Clause 14: Assignment, Rights Of Retention, Set-Off
14.1 The Affiliate may transfer claims against LAZADA based on this Agreement to third parties only with LAZADA’s written consent.
14.2 Neither of the Parties to the Agreement can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this Agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.
14.3 Either Party to the Agreement may set off or exercise a right of retention only in relation to the other Party's receivables that are uncontested or have become res judicata.
CLAUSE 15: Governing Laws And Dispute Settlement
15.1 This Agreement shall be governed by and construed in accordance with the laws of Thailand. It does not affect any law. (In contract) international And not limited to one country In particular, the EU treaty on the international distribution of goods.
15.2 Any dispute arising out of or in connection with the performance of this Agreement. Or breach of contract, termination or void Negotiations between the parties during the maximum period of thirty (30) days or a longer period as agreed by the parties shall be subject to negotiation.
15.3 Either party may, in writing, notify the other party in writing at any time after thirty (30) days of the termination of this Agreement. To file a dispute that is still in dispute by negotiating with the Arbitration of the Thai Chamber of Commerce. According to the Arbitration Rules The place of arbitration shall be at Bangkok. The number of arbitrators will be 1 unless the parties can not agree. If the parties can not agree on only one arbitration. It must be decided by a panel of three arbitrators. The arbitration proceedings must be in English. The parties who lose the case will be responsible for all fees and expenses incurred. (Including reasonable attorneys fees) for arbitration and enforcement of arbitral awards. Any arbitration award is final and binding on both parties.
CLAUSE 16: Final Provisions
16.1 This Agreement shall take effect from the date when the Affiliate signs up for the LAZADA’s Affiliate Program.
16.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matters hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Amendments and addenda to the Agreement shall be in writing by both Parties. This shall also apply to the amendment or rescission of this clause.
16.3 Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein.
16.4 Should any individual provisions in this Agreement be held illegal, invalid or unenforceable, such provision shall be severable and the validity of the other provisions shall not be affected.
16.5 If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.
16.6 The failure of Lazada to exercise its rights in case of breach of this Agreement by the Affiliate will not be considered as a waiver of its rights under this Agreement or under the applicable laws.
