Provider: Zenvio Solutions (Denny Röthe), Block D-2, Südstraße 31, 47475 Kamp-Lintfort, Germany.
1.1 These Terms and Conditions apply to all contracts between Zenvio Solutions (Denny Röthe) (“Provider”, “Network” or “we”) and users of the platform – both Publishers (affiliates, advertising partners, media buyers, traffic marketers) and Advertisers (advertisers, campaign owners). Conflicting or additional terms of the contracting party are not recognised unless we have expressly agreed to them in writing.
1.2 Publishers are natural or legal persons who use the Provider’s platform to place advertising space, traffic or other services (e.g. email marketing, display, search engine marketing) to promote Advertisers’ campaigns and receive remuneration for doing so.
1.3 Advertisers are natural or legal persons who publish campaigns (leads, sales, clicks, impressions, etc.) via the platform and pay Publishers the agreed remuneration (e.g. per lead, per sale, per click).
1.4 Campaign means an advertising offer posted by an Advertiser with specified terms (remuneration model, target, countries, distribution guidelines). Conversion is the target action defined by the Advertiser (e.g. sign-up, purchase, click). Tracking is the technical recording of clicks, conversions and related data by the Provider or the Advertiser.
2.1 Use of the platform requires registration. The user selects the role “Publisher” or “Advertiser” when registering and provides the required data accurately and completely. By submitting the registration form, the user makes a binding offer to conclude a usage agreement.
2.2 The contract is formed only when the Provider has activated the account. The Provider is entitled to reject registrations without giving reasons or to make activation dependent on verification (e.g. creditworthiness, identity).
2.3 By registering, the user accepts these Terms and the guidelines published on the platform (e.g. campaign terms, distribution guidelines). Advertisers are also bound by the terms agreed or published for the respective campaigns.
3.1 The Provider operates a technical platform (affiliate network) on which Advertisers publish campaigns and Publishers promote them. The Provider thus facilitates contractual relations and services between Advertisers and Publishers and provides tracking, reporting and billing.
3.2 The Provider does not guarantee the availability of the platform, the accuracy of tracking data or the solvency of Advertisers. The specific campaign terms (remuneration, target, permitted distribution channels, countries) are set by the respective Advertiser; the Provider displays them on the platform.
3.3 The Provider may exclude or restrict campaigns, Publishers or Advertisers from the platform at its discretion where necessary to comply with laws, contracts or guidelines.
4.1 Publishers undertake to use only such distribution channels and advertising materials as are permitted under the respective campaign terms and the Advertiser’s or Provider’s distribution guidelines. In particular, the following are prohibited: fraudulent clicks or conversions (e.g. fake leads, bot traffic), unauthorised incentivisation where excluded by the Advertiser, misrepresentation of traffic source, breach of advertising guidelines (e.g. trademark law, comparative advertising), spam, malware or illegal content.
4.2 The Publisher ensures that its advertising space and traffic comply with applicable law (e.g. UWG, GDPR, TMG). On request, the Publisher shall provide the Provider or Advertiser with information on the source of traffic and the advertising materials used.
4.3 In case of suspicion of manipulation or breach, the Provider is entitled to withhold payouts temporarily, suspend the account and, where applicable, reclaim amounts already paid if they are based on unlawful traffic.
5.1 The Advertiser provides campaigns and landing pages that comply with applicable law. The Advertiser is responsible for the content and legality of its offers.
5.2 The Advertiser undertakes to pay for the services (conversions, clicks, etc.) determined and billed by the Provider in due time. Billing is carried out in accordance with the periods and methods specified by the Provider or in the contract. The Provider may require advances or security.
5.3 Disputes between Advertiser and Publisher regarding the recognition of conversions (e.g. quality, double counting) shall be decided by the Provider in good faith; the decision is binding for billing unless mandatory statutory claims apply.
6.1 Publisher remuneration is governed by the respective campaign terms (e.g. CPL, CPS, CPA, CPC, CPM). The claim arises upon conversion or click/impression recognised by the Provider/Advertiser.
6.2 Payouts to Publishers are made at the frequency stated on the platform or in the contract (e.g. weekly, monthly) and only when an agreed minimum payout amount has been reached. The payout method (e.g. bank transfer, PayPal) is determined or agreed by the Provider.
6.3 The Provider is entitled to deduct fees (e.g. transaction costs) or change minimum amounts if this has been communicated on the platform or agreed. Taxes and duties (e.g. VAT) remain the responsibility of the contracting party unless otherwise agreed.
6.4 Claims of the Publisher become time-barred after 12 months from the due date unless otherwise agreed. The Provider may deduct unrecognised or reversed conversions from payouts.
7.1 The basis for billing is the tracking data recorded by the Provider or Advertiser. The Publisher has no claim to recognition of conversions that are not recorded in the system or have been reversed by the Advertiser (e.g. due to quality issues, fraud or breach of campaign terms).
7.2 The Provider and Advertisers are entitled to reverse or deduct conversions retrospectively if they are found to result from unauthorised traffic, fraud or breach of these Terms or campaign terms.
8.1 The usage agreement is concluded for an indefinite period. Either party may give 14 days’ notice to the end of a month to terminate ordinarily.
8.2 The right to extraordinary termination for good cause remains unaffected. The Provider may suspend the account or terminate the agreement without notice if the user breaches these Terms or campaign terms, acts fraudulently or misuses the platform.
8.3 After termination, the Publisher is entitled to payout of recognised but not yet paid remuneration, unless retention is justified by disputes or breaches.
9.1 The Provider is liable only in cases of intent and gross negligence and for injury to life, body or health, subject to mandatory statutory provisions. Liability is limited to typically foreseeable damage. Liability for slight negligence is excluded unless mandatory.
9.2 The Provider is not liable for acts or omissions of Advertisers or Publishers (e.g. Advertiser payment default, quality of Publisher traffic). Liability for data loss is excluded where the loss could have been avoided by reasonable backup measures by the user.
Personal data is processed in accordance with our Privacy Policy. By registering and using the platform, the user consents to the processing described there where consent is required.
11.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes is the seat of the Provider, where legally permitted.
11.2 Changes to these Terms will be communicated to the user by e-mail or via the platform. They are deemed accepted unless the user objects within 14 days of receipt. Upon objection, the Provider may terminate the agreement with 14 days’ notice to the end of a month. The legal consequences will be stated in the change notice.
11.3 If any provision is or becomes invalid, the validity of the remaining provisions shall not be affected.
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