General Terms and Conditions
Affiliate Program
Updated on 27 January 2022
General Terms
1.
This Affiliate Program (the “Program”) is organised by Recess Company Limited (Enterprise Code of 0308808576) (“LAZADA”), the operator of the online market place platform on website www.lazada.vn and mobile application “Lazada” in Vietnam (hereinafter collectively referred to as “Lazada’s Platform”) in accordance with these General Terms and Conditions, as amended and updated from time to time (the “Affiliate Terms”).
2.
When participating in the Program, you (“you” or the “Affiliate”) may be entitled to commissions (the rates of which will be published on the Program platform developed and provided by Lazada (“Portal”) and updated from time to time) (“Commissions”) whenever a product or service listed on Lazada’s Platform (“Product”) is purchased as a result of you introducing and promoting on your online social networks or other online assets as approved by LAZADA (the “Approved Networks”) subject to the provisions under the Affiliate Terms. Unless you have express approval from LAZADA to participate in the Program despite being any of the following, you acknowledge that you are not any of the following:
(1)
An employee, intern, freelancer or contractor of LAZADA;
(2)
A seller on Lazada’s Platform.
3.
Once you have been accepted by LAZADA into the Program after completing and submitting the online Sign-up Form on the Portal, the Sign-up Form together with the Affiliate Terms and any other applicable policies relating to the Program as issued by LAZADA, will together constitute a binding legal contract between LAZADA and you. You acknowledge and agree further that by submitting the Sign-up Form on the Portal, you agree and undertake to comply with all provisions as set forth in these Affiliate Terms.
Implementation Details
4.
LAZADA will select the creative materials to promote the Products, including but not limited to banners, pop-ups, or any product information shown in equivalent forms (“Materials”) available to you on the Portal.
5.
You undertake to use your best endeavours in introducing the Products by featuring the Materials on your Approved Networks. You will be solely responsible for placing the Materials on your Approved Networks. You are free to decide whether and how long to place these Materials on the Approved Networks, unless otherwise instructed by LAZADA.
6.
You will be provided with a link to the Product in the form of the exact URL that identifies you (“Affiliate Link”) which you can use to promote the Product on the Approved Networks.
7.
You may be allowed to engage other entities or individuals (“Sub-Affiliates”) to carry out the services under this Program on your behalf, provided that you shall have declared the relevant Sub-Affiliates and obtained LAZADA’s express prior written consent on the same. You undertake to procure that your Sub-Affiliates shall be bound by and strictly comply with these Affiliate Terms, and you shall nevertheless be primarily responsible for the actions of your Sub-Affiliates and all breaches (if any) by your Sub-Affiliates of any provision in these Affiliate Terms.
Commission
8.
Upon a Valid Conversion concluded via your Affiliate Link, LAZADA will make pay-outs to you in accordance with the Commission rates provided on the Program Portal. A Valid Conversion means a purchase of the Products by a buyer on Lazada’s Platform that meets the following requirements:
(1)
is directed from the URL of the Affiliate Link as located or presented on the Affiliate’s Approved Networks;
(2)
has been delivered and successfully paid;
(3)
has not been returned within fourteen (14) days from the date of receipt of the Products by the buyer;
(4)
is not an order containing products sold by the Affiliate or Sub-Affiliate itself (as the case may be);
(5)
is not arising out of or in relation to any situation as stated in Clause 9 below; and
(6)
any other requirements as may be communicated by LAZADA on the Program Portal from time to time.
9.
You agree that LAZADA may adjust or alter the Commission rates and/or the Commission structure (including without limitation, by adding or reducing additional points of Commission to selected Affiliates), in order to incentivize best practices and reward outstanding results from time to time by publication on the Portal or any other written means, and such amendments will take effect after five (5) days from publication. For the avoidance of doubt, LAZADA will not make any pay-outs, and reserves the rights to set-off and/or initiate chargebacks, in the following situations:
(1)
Fraudulent Transactions: transactions deemed by LAZADA as fraudulent, which can either be identified manually or by other automated fraudulent order check tools used by LAZADA;
(2)
Collusion: Transactions where the customer is connected to the Affiliate of the Product sold;
(3)
Sales that are cancelled or returned beyond the period allowed under these Affiliate Terms;
(4)
Resellers: Sales made with the intention of reselling.
10.
In the event that VAT or other types of consumption taxes are payable by the Affiliate, this shall be fully and separately borne and settled by the Affiliate. For avoidance of doubt, the Affiliate is solely responsible for its tax payment obligations in connection with the Commissions payable by Lazada in accordance with laws, including applicable VAT.
11.
If payment made to the Affiliate is subject to withholding taxes, LAZADA shall deduct such taxes from the Commissions, and pay the Affiliate the net amount.
12.
For individual Affiliates, the Commission payment includes taxes, Lazada will deduct personal income tax when making payment as required by the Affiliates. Therefore, the payment to the individual Affiliates is the amount deducted by personal income tax (at rate of 10% or 20% as the case may be which may be amended subject to applicable laws). The individual Affiliates shall be responsible for providing and confirming the identification number of personal income tax provided to LAZADA upon request for payment and the individual Affiliates by participating in this Program agree to authorize and allow Lazada to make such deduction and payment of taxes on the individual Affiliates' behalf.
Tracking method
13.
You agree that tracking and reporting of transactions under this Program are being carried out by the Portal. A cookie is dropped on the Affiliate’s browser to track every transaction back to each specific Affiliate and the device ID is used to track transactions generated from Lazada’s Platform. LAZADA attributes a transaction to the Affiliate which is the last click of a series of multiple clicks by the Customer. For mobile app 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. In the event that a transaction is not tracked in the manner contemplated under this Clause 11, LAZADA shall have the right to track the volume of transactions attributed to the Affiliate based on LAZADA’s own data.
Payment
14.
You may log in to the Portal to view your accumulated Commissions after Valid Conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between LAZADA’s Portal and the Affiliate’s system. Affiliate agrees that in the event of any discrepancy of data between the platform of LAZADA and the Affiliate, LAZADA’s data shall prevail, and Affiliate shall not dispute the discrepancy. Affiliate understands and agrees further that under no circumstances will data from the Affiliate’s systems be used to measure payable amount to Affiliate.
15.
LAZADA will issue a monthly payment advice for all Valid Conversions in the previous calendar month provided that the payout accumulated up to the last day of the month is equal to or greater than VND500,000 (five hundred thousand Vietnamese Dongs) (the “Minimum Sum”). You will be paid once within thirty (30) days from the date of a payment advice issued by LAZADA provided that the payout must be at least equal to the Minimum Sum.
16.
LAZADA reserves the right to withhold any amount due you below the Minimum Sum. LAZADA will only pay the Affiliate where the Minimum Sum is met.
17.
You agree and acknowledge that LAZADA reserves the right to:
a.
cancel, terminate, not to pay, or not to reward you for any transaction where LAZADA deems or has grounds to believe that it is not a Valid Conversion (for example, should any of the situations in Clause 9 apply), or where you have committed any act that is fraudulent or illegal or in connection with any criminal activity, or any breach of any agreement or policy with LAZADA when performing the services under the Program. In such cases, you agree that you are not eligible for any Commission payable for the relevant transactions, and you will not be entitled to claim and hold LAZADA responsible for any refusal, delay, suspension, confiscation or cancellation of any payment to you.
b.
deem 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 future pay-out earned by the Affiliate proven to have originated from the breach or violation. For the avoidance of doubt, Affiliate remains liable to compensate LAZADA for all losses suffered in the aggregate by LAZADA due to the Affiliate’s breach, and any 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.
The nature of the relationship between you and LAZADA
18.
You acknowledge and agree that you and LAZADA are independent contractors, and you are not LAZADA's employee, intermediary or agent and you will not impersonalize, or do anything that would reasonably cause any person to have reasons to believe that you are an employee, intermediary or agent of LAZADA when performing the services under this Program.
19.
You shall not assign or subcontract any rights or claims under this Program without the written consent of LAZADA (except in the case of consented Sub-Affiliates).
Representation, warranty and undertakings
20.
You represent, warrant and undertake that you have all valid licenses and approvals required by applicable laws to join the Program, including: (a) you have obtained all necessary and valid consents and licenses to participate in this Program, (b) you have no prior or existing obligations or commitments (and will not accept or assume any other obligations or commitments) that may conflict or interfere with the performance of your obligations under this Program, and (c) you will always comply with all applicable laws and you will not violate any rights of any third party (including LAZADA and its affiliated companies).
21.
You agree and acknowledge that you will use legally compliant measures and techniques of introduction to promote the Affiliate Link on your Approved Networks only, and solely bear all responsibilities for such introductions and promotions. In the course of your introduction or promotion, you undertake to contact only individuals who have given their active consent to be directly contacted and will not engage in any act of enticement, solicitation, coercion, or any illegal conduct when performing the duties as specified in these T&Cs. You further represent, warrant and undertake that you will not, whether directly or indirectly, intentionally or unintentionally, perform any act which is, from the perspective and in the sole opinion of LAZADA, fraudulent and intended to profit at the expense of LAZADA (beyond the scope of these Affiliate Terms) when participating in this Program.
22.
You undertake not to use secondary affiliate channels, any third party or any method other than the method specified in these Affiliate Terms to promote the Affiliate Link for LAZADA without LAZADA's prior written consent.
23.
You must not use electronic direct mails (“EDM”) to conduct promotional activities for LAZADA without LAZADA's prior written approval.
24.
You must ensure that all email addresses have been created based on the double-confirmation-email, taking into account all necessary restrictions.
25.
LAZADA will not be responsible for any request of any third party in case of problems arising from the Affiliate's email sending. The Affiliate will be fully responsible in the event of a complaint regarding such emails. The Affiliate is not permitted to use the “LAZADA” brand name in email addresses, URLs, source code, and in the header of emails. The Affiliate must clearly ensure that the emails are sent from the Affiliate and not directly from LAZADA. Email must be approved by LAZADA before sending. The Affiliate must indemnify LAZADA from all costs, expenses or losses arising from the Affiliate’s breach of a third party’s requests or violation of the above-mentioned restrictions.
26.
You are responsible for the content and activities on the Affiliate’s Approved Networks, and you will not post on the Affiliate’s Approved Networks any content that violates the laws, contrary to social and ethical practices or infringe upon the rights of any third party. Prohibited content includes, but is not limited to, programs that promote violence, contents and illustrated images that are erotic and pornographic, misleading statements, or discriminatory contents (e.g. regarding gender, race, politics, religion, nationality or disability). You are strictly prohibited from presenting such content either on your Approved Networks, or on any site linked from the Affiliate’s Approved Networks.
27.
When introducing or promoting the Affiliate Link on the Approved Networks, you shall not create and / or maintain websites / application programs that could lead to risks of confusion or a perception of association with LAZADA's brand image or trademark on websites / or mobile applications. Further, Affiliate must not copy or reproduce LAZADA's images, logos, brand identities, nor copy graphics, texts or other contents from the websites, mobile applications and / or any intellectual property as well as information technology (“Assets”) of LAZADA on its Approved Networks. Affiliate must avoid creating any impression or implication whether on a mass or individual level that the Affiliate’s Approved Networks are associated with LAZADA under this Program, or the operators of such Approved Networks are related to LAZADA in any way under this Program. The Affiliate's use of LAZADA’s Assets in any form and for any purpose is subject to LAZADA’s prior written consent.
28.
You are responsible, to LAZADA, for ensuring that the promotion of the Affiliate Link and LAZADA on the Affiliate’s Approved Networks does not violate, whether directly or indirectly, the right of any third parties, as well as the service terms or policies of the technical platform systems of the provider of such Approved Networks.
29.
You must ensure that cookies will be set only when the Affiliate Link is being displayed on the Affiliate’s Approved Networks and that users will only click on Affiliate Link voluntarily and consciously. Using layers, add-ons, iFrames, pop-ups, pop-unders, site-unders, auto-redirecting ads which automatically redirects users to an advertiser's websites without user triggers or actions (such as clicks, touches), cookie dropping, postview technology, misleading ads which cause the users to misunderstand and click to display a certain content, are entirely not allowed and strictly prohibited. In particular, for campaigns, ads on application programs that lead to forced installations of advertiser applications are strictly prohibited. For the avoidance of doubt, forced installation includes actions that do not require the users to give their consents or approvals before starting such downloads / redirections.
30.
You will not be allowed to purchase any Product through the Affiliate Link for resale or commercial use of any kind. Similarly, you may not ask or encourage any organization or individual to purchase any Product through the Affiliate Link for resale or commercial use of any kind.
31.
You may only promote those vouchers that LAZADA has approved explicitly for Affiliates or communicated by means of Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall be strictly prohibited.
32.
Any breach of obligations by the Affiliate under these Affiliate Terms or any other intellectual property rights of LAZADA will entitle LAZADA to immediately terminate the Affiliate's participation in this Program in accordance with the laws. This is without prejudice to any additional claims that LAZADA is entitled to request from the Affiliate. In particular, LAZADA reserves the right to temporarily suspend or terminate all and any services related to Affiliates.
33.
You are not permitted, whether directly or indirectly, to perform any advertising, promotion, marketing or action for any organization or individual on the Lazada platform and / or any other IT resources and / or any intellectual property rights of LAZADA. For illustration purpose, your setting up extensions on the website interface as well as your inclusion of the Affiliate Link in the comment, product description or any position on the Lazada’s Platform (including website interface and mobile application) is one of the acts that are not allowed under this Clause.
34.
You shall remove Material without delay from the Approved Networks if LAZADA requests you to do so.
Affiliate: Indemnity, compensation and liability limits
35.
You will indemnify and hold LAZADA harmless from all claims, damages, liabilities, losses, costs and expenses (including reasonable fees and attorney fees and other professional fees) arising out of or due to your violation of these Affiliate Terms or any omission or intentional misconduct from you in relation to your participation in this Program.
36.
If LAZADA is sued by a third party for violations of the Affiliate's obligations under these Affiliate Terms or breaches of the Affiliate regarding display locations of the Affiliate Link, the Affiliate obliged to compensate LAZADA for all claims made by third parties based on such the above violations. If LAZADA requires the Affiliate to provide information or explanation for the purpose of protecting LAZADA’s rights by the laws, the Affiliate is obliged to provide such contents to LAZADA as soon as possible and in any event not exceeding three (3) days, and will also support LAZADA as reasonably required during the process of protecting LAZADA’s rights under the relevant laws.
LAZADA: Indemnity, compensation and liability limits
37.
In the event of a breach which is material to the achievement of the contractual purpose, the liability of LAZADA to you shall not exceed the total of the Commissions paid to you under these Affiliate Terms in the six months immediately preceding the occurrence of the event giving rise to the most recent claim of liability.
38.
In no event shall LAZADA be liable for any special, incidental, punitive damages arising out of or in connection with these Affiliate Terms, even if LAZADA has been notified of the possibility of such damage in advance. In all cases, the total liability owed by LAZADA to you in connection with this Program shall not exceed the amount stated in Clause 36 above.
39.
Notwithstanding any provision of these Affiliate Terms, in the event that an incident (that has occurred through no fault of the Affiliate) results in errors or inaccuracies in statistics and reports, LAZADA may wish to but is not obliged to compensate the Affiliate, and such amount and method of compensation shall be discussed by LAZADA and the Affiliate via email and ultimately determined by LAZADA in its sole discretion.
Confidentiality
40.
Neither Party shall reveal the other Party’s Confidential Information to any third parties unless they have the second-mentioned Party’s approval to do so. Each Party shall disclose the other Party’s Confidential Information only to its own employees or representatives for the purposes of performing their obligations under these T&Cs. This duty of non-disclosure shall survive the termination of your participation into the Program.
41.
For the avoidance of doubt, “Confidential Information” in the case of LAZADA refers and is 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;
iii.
Any plan and strategies for expansion;
iv.
Any products or services, customers or supplier lists; and
e.
Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets.
Suspension and Termination
42.
The term of these T&Cs shall be based on the duration of your participation in the Program.
43.
The Program may be terminated in the following situations:
a.
Termination by either Party for any reason, by giving seven (7) days’ prior notice to the other Party.
b.
Termination by either Party immediately if the other Party is insolvent.
iii.
Termination by LAZADA immediately, if the Affiliate breaches any of its obligations or covenants under these Affiliate Terms, or if the Affiliate has not brought any traffic to LAZADA for at least 6 months.
44.
LAZADA reserves the right to suspend the Affiliate’s account on the Portal or the Affiliate’s services under these Affiliate Terms for the purposes of investigations at any given time, for any period as LAZADA deems appropriate, in relation to any reasonable suspicion of misconduct or fraud (such as, but not limited to, a situation where the events under Clause 9 are suspected to have occurred).
45.
LAZADA reserves the right to withhold unpaid Commissions for a reasonable period of time following termination to ensure that the correct amount is paid to the Affiliate, such as whether chargebacks apply. Termination of your participation in the Program is without prejudice to all accrued liabilities that you owe to LAZADA prior to the date of your termination.
46.
Upon termination your participation into the Program under these Affiliate Terms, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
47.
Upon termination of this Agreement, you shall, without being requested to do so, immediately delete the information and Material that you have received from LAZADA or any other parties in the course of your participation in the Program, whether via the Portal or otherwise. The Affiliate shall have no right of retention in this respect. You shall, at LAZADA’S request, provide LAZADA with written confirmation of the deletion. No Conversions will be taken into account following termination of this Agreement.
48.
At any time, LAZADA reserves the right to amend, modify and supplement the terms and conditions set forth in these Affiliate Terms. Notwithstanding other agreements between you and LAZADA, any changes will be notified to you or published on Lazada’s Platform and/or the Portal (whichever is appropriate) and will take effect after five (5) days from the date of notification and / or publication. You agree that you are responsible for accessing, reviewing and approving all these amendments from time to time. Your continued participation in the Program after such amendments taking effect shall be deemed as your confirmation and acceptance of such amended content. In the event that you do not agree with any of those amendments, you have the right to terminate your participation in the Program within the five (5) days of the notification and / or publication of the amendments as above.
Governing Law and Dispute Resolution
49.
These Affiliate Terms is governed by and construed in accordance with the laws of Vietnam.
50.
Any dispute arising out of or in connection with the Program and/or the Affiliate Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the
Vietnam International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry arbitration in accordance with the Arbitration Rules of the Vietnam International Arbitration Centre ("VIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 3 arbitrator(s). The language of the arbitration shall be Vietnamese.
