Terms & Conditions

This Agreement sets out the terms and conditions of membership in the WebFarm Affiliate Programme ('the programme').

Definitions

Affiliate and "you":

means an individual or entity enrolled in the Programme.

Affiliate link:

A form, text link, image or Flash movie on the affiliate's website(s) which promotes a retailer or a retailer's service and which links to the retailer's site passing the affiliate ID.

Affiliate Programme Schedule:

is a table published on the WebFarm Affiliate Site which defines the products offered by each retailer for which affiliate fees are currently payable and the amount of the affiliate fee. The schedule is published at http://affiliatesales.co.nz/index.mv?screen=schedule

Applicant:

An individual or entity seeking enrolment in the programme

Banner:

means the visual component(s) of an affiliate link, e.g. image, text or flash movies.

Customer:

means any visitor to an affiliate's website or retailer's website.

Programme:

The scheme defined herein by which WebFarm Ltd. rewards affiliates for referring customers to a retailer such that the referral results in sale of products or services.

Retailer:

Either

1. WebFarm's retail brands ('WebFarm Retailer'), namely 2Day Internet (www.2day.com) and Freeparking (www.freeparking.co.nz). or
2. Any entity ('associated retailer') which WebFarm may from time to time declare to be covered by the programme via the addition of services to the Affiliate Programme Schedule

Products and Services:

Any products (including but not limited to domain registration, email services, web hosting, software licenses, and server leasing) listed in the Affiliate Programme Schedule.

Referral:

means any visit to the website of a retailer where the http request transmits your affiliate ID either as an http cookie (as defined by RFC 2965) or an URL query string (as defined by RFC 1738).

WebFarm and "we":

means WebFarm Limited, a wholly owned subsidiary of ICONZ Limited.

WebFarm Affiliate Site:

the web site www.affiliatesales.co.nz which may also be accessible under the aliases http://affiliates.freeparking.co.nz and http://affiliates.2day.co.nz

Enrolment in the programme

To begin the enrolment process, you will submit a complete Programme Application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection upon the conditions set out in this Agreement. We may reject your application at our sole discretion without obligation to provide a reason.

Conditions for acceptance of an application include but are not limited to:

1. Applicants must be an existing customer (with at least one currently active paid service) of a WebFarm Retailer.
2. Individuals and Entities who are signatories to a WebFarm Reseller contract (and their employees) are specifically excluded from membership of the programme.
3. You may not enrol in the programme if you are the beneficiary of a WebFarm Sponsorship Agreement.

Affiliate Links

WebFarm will make available html code and script for affiliate links which may be included on the affiliate's web site or web sites for the purpose of referring customers to the retail sites.

All images used in affiliate banners shall be served from the WebFarm affiliate server and WebFarm reserves the right to change or rotate banners at any time and without prior notification.

WebFarm will make its best endeavour not to rotate banners in such a manner that disrupts the layout of the affiliate's website, e.g. change of size. However, WebFarm reserves the right to discontinue any particular size of banner at 30 days notice.

All content of affiliate links is copyright to WebFarm and is the intellectual property of WebFarm.

Affiliates may not modify the code or content of affiliate links without permission in writing or email from WebFarm.

Affiliates shall have the option of being an affiliate for any of WebFarm's retail brands individually or a general affiliate promoting all brands and any Associated Retailers.

The range of products and other services for which affiliate fees are payable is set out under the Affiliate Programme Schedule

WebFarm shall be entitled to, at any time and without notice, add further retailers, products and services to the programme and remove obsolete and/or discontinued retailers, products and services from the Affiliate Programme Schedule.

Customers who purchase products and services with Retailers through the Programme will be deemed to be customers of the Retailer. Accordingly, all the Retailer's rules, policies and operating procedures concerning those products and services, including the Retailer's dispute policy will apply to those customers.

Referral Fees

Subject to the terms and conditions of this Agreement, you will be paid referral fees for each unique user who, having been referred from your site through an affiliate link on your site, successfully purchases a retail product or service via a retailer's site.

Products and services sold at wholesale or discounted promotional prices will not qualify for affiliate fees.

For the purposes of this Agreement WebFarm will be the sole judge of the number and amount of sales generated by unique users referred from your site using the affiliate link. All contact of whatever nature with referred clients shall be carried out by WebFarm or the retailer.

The applicable affiliate fee will be calculated using the referral fee rate applicable at the time of purchase of the qualifying product or service. The affiliate fee will be calculated on the New Zealand Dollar price of the product or service regardless of the price for the product or service in the currency with which it was purchased. The affiliate fee will be paid in New Zealand Dollars.

WebFarm reserves the right to offer at its sole discretion variant rates to different classes of affiliates in recognition of the volume of business provided and such other matters that WebFarm considers appropriate.

Limitations of Technology

WebFarm is not able to control the circumstances under which customers who click your affiliate links operate their computers. Security settings and firewalls on the customer's system may prevent us from receiving a referral, and cookies may be deleted from the customer's computer by security software or by direct action. Therefore WebFarm cannot accept any liability for failure to track a referral.

Like any service on the internet, the WebFarm Affiliate site may from time to time be unavailable and unable to record purchases which result from an affiliate referral. WebFarm is not liable for affiliate fees lost in such circumstances.

Suitable display of affiliate links

You must, upon request, inform WebFarm of all internet URLs on which affiliate links are displayed.

You must not include affiliate links on web pages which:

• Promote or contain or link to material which is illegal in New Zealand.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Promote illegal activities.
• Violate or potentially violate the intellectual property rights or trademarks of any third party.
• Contain any libellous, defamatory or disparaging materials or materials which are potentially so.
• Contain little or no original content.
• Bring or have the potential to bring WebFarm or any retailer into disrepute.
• Contain affiliate links to a competitor for any product promoted by WebFarm's affiliate links
• Any other page that WebFarm in its sole discretion deems inappropriate from time to time.

Your site is subject to periodic review. If we determine at any point after acceptance into our Program that a web page carrying an affiliate link is not suitable for the Program, we may suspend service for that URL or the entire site at our discretion, or terminate this Agreement.

Affiliate Behaviour

You must not engage in "spamming" or any other activity that might cause damage to our brand name and reputation, either directly or via your website.

You may not operate at any time to conceal or misrepresent your identity, your domain name or your return email address. You must not engage in mass emailing unless to existing clients of your business who have authorised the sending of such emails.

Any breach of any of these standards may give rise to us deciding to immediately terminate this Agreement with you without prior notice.

Fee Payment

Subject to the terms and conditions of this Agreement you will be paid the referral fees by direct credit to the New Zealand bank account that you specify.

Any referral fees due will be paid monthly but if any amount due is less than $50.00 it shall be accumulated and carried forward into succeeding months until the referral fees earned exceed this amount. All referral fees are subject to adjustment for returned fees, fraudulent credit card use or similar cases.

WebFarm may delay payment of any referral fees where it suspects that the transaction for which the fees are to be paid may be fraudulent or otherwise improperly earnt.

All affiliate fees are exclusive of GST. If you are registered for GST and have supplied us with your GST number, GST at the current rate will be added to your affiliate payments.

WebFarm is authorised by the New Zealand Inland Revenue Department to issue buyer-generated tax invoices for affiliate payments.

If WebFarm pays you a referral fee for any service purchased on a monthly basis, and that service is cancelled before a period of twelve (12) months has elapsed, the entire referral fee paid for that service shall be refundable to WebFarm.

If WebFarm pays you a referral fee for any service and that service is cancelled and refunded or partially refunded under guarantee, downgrade or through any other cause, the entire referral fee shall be refundable to WebFarm.

Refunds of referral fees may place your affiliate account into debit (negative balance).

If your affiliate account has a negative balance for more than sixty (60) consecutive days, the outstanding balance becomes payable to WebFarm at seven (7) days notice. If the negative balance exceeds $NZ100 at any time, WebFarm may request repayment of the outstanding balance at 14 days notice. Interest of 2% per month shall be payable on debit balances not paid by the due date.

Responsibility for Your Site

The set-up and maintenance of your affiliate site is your responsibility.

If WebFarm or a WebFarm retailer provides services such as hosting for your website, this agreement does not extend nor alter in any way WebFarm's responsibilities toward you regarding the services provided.

In all other circumstances this Agreement does not impart upon WebFarm any responsibility for the following:

• The technical operation of your site and all related equipment.
• Creating and posting merchant descriptions on your site and linking those descriptions to our site.
• The accuracy and appropriateness of materials posted on your site.
• Maintenance and contents of your site as well as any goods or services provided or made available by you.

General Liability Provisions

The following provisions shall apply to this agreement and to all agreements between WebFarm and the affiliate and all transactions between WebFarm and the affiliate:

1. You agree we will not be liable under any circumstances for any or all special, indirect or consequential damages (including without limitation any loss of profits) that result from a breach or a failure or any act or omission on our part.
2. We will not be liable for any third party claims and/or third party costs, losses, expenses and/or damages whether brought against WebFarm or you and which relate to your participation in the programme in any way. Further you will agree to fully indemnify WebFarm, its employees, owners and directors, against all such third party claims, costs, losses, expenses and/or damages including all reasonable legal costs of and incidental to WebFarm and/or its owners, employees and directors defending themselves

Use of Information

You acknowledge and agree that your Web site information (name, URL, traffic, counts, etc) may be utilized by WebFarm or Retailers for any legitimate business purpose. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc.

You agree to allow WebFarm to use screen shots of any of your web pages that contain the WebFarm HTML code, in WebFarm promotional materials.

The information provided by WebFarm to you may be proprietary in nature. You acknowledge that you are not a competitor of WebFarm or WebFarm retailers, and agree not to share this information with any of our competitors or use it for any purpose other than the performance of this Agreement.

You agree that WebFarm may use a third-party tracking service to aggregate non-identifiable data and undertake analysis of referrals for WebFarm's use.

Term of Agreement and Termination

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written or emailed notice on termination.

You are only eligible to earn referral frees on services occurring during the term of this Agreement only. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

You must remove all affiliate links as soon as possible after termination of the agreement.

Any negative balance in your affiliate account becomes immediately payable to WebFarm upon termination of the agreement.

Modification of Agreement

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. It is your responsibility to regularly check our site for notice of any changes.

Your continued participation now, or within thirty (30) days following the posting of a notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Miscellaneous

This agreement shall be deemed to be an agreement made in New Zealand and shall be subject to, governed by and interpreted in accordance with the laws of New Zealand.

This Agreement may not be transferred or assigned. If you wish to change the identity of the affiliate, this Agreement must be terminated and a new agreement completed.

The relationship created by this Agreement shall be that of two (2) independent parties contracting for the provision of a service in return for a reward and nothing shall be construed to deem there to be an employer/employee or partnership or joint venture or other form of relationship.

The Affiliate shall be entirely responsible for his/her/its own taxes, risks and responsibilities at law and otherwise.

The Affiliate shall not be entitled to make any representation on behalf of WebFarm, ICONZ, or any retailer or incur credit on behalf of WebFarm, ICONZ , or any retailer or otherwise commit WebFarm, ICONZ or any retailer to any obligation or liability, legal or otherwise, without the prior written approval of WebFarm.

Without limiting the foregoing you must not represent that this Agreement constitutes ICANN or NZRS accreditation, affiliation or approval of you.