Terms and Conditions for the
Affiliate Program
§ 1 Scope and Definitions
(1) These Terms and Conditions (hereinafter "T&Cs") apply to the contractual relationship between GAL Digital GmbH, Unter den Linden 26, 35410 Hungen, Germany (hereinafter referred to as "Nele"), and the participants (hereinafter "Partner") of the nele.ai affiliate program (hereinafter "Affiliate Program").
(2) Nele provides its services exclusively on the basis of these T&Cs. Any of the Partner’s own terms and conditions require express written confirmation from Nele and are therefore not applicable, even if Nele does not explicitly object to them.
(3) The T&Cs are directed exclusively at commercial users. Consumers are excluded from participating in the affiliate program.
(4) An entrepreneur is any natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of their independent professional or commercial activity. A consumer within the meaning of these T&Cs is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity.
§ 2 Subject of the Agreement
(1) The subject of the agreement is participation in the affiliate program, the goal of which is to promote the distribution of the AI platform and software nele.ai. Participation in the affiliate program is free of charge for the Partner.
(2) To support this goal, Nele may, at its own discretion, provide the Partner with a selection of promotional materials through the affiliate program. It is possible that different programs may be offered simultaneously (hereinafter referred to as "Campaigns").
(3) The Partner may use their own promotional materials provided that Nele regulates this in the agreement with the Partner.
(4) The Partner is responsible for deploying the promotional materials provided to them or created by them on their registered and approved websites, apps, broadcasts, posts, etc. (hereinafter collectively referred to as "Partner Website"). The Partner has the freedom to decide whether and for how long they place the promotional materials on the Partner Website. They have the right to remove the promotional materials at any time.
(5) For the successful promotion and referral of transactions (e.g., orders), the Partner receives a commission, which depends on the scope and actual value of the service provided. Details are set out in individual agreements or the description of the respective campaigns within the framework of the affiliate program.
(6) Participation in the affiliate program does not establish any further contractual relationships between the parties beyond this agreement.
§ 3 Conclusion of Agreement
(1) By submitting a request to participate in the affiliate program, the Partner submits an offer to participate and accepts these Terms and Conditions.
(2) A contractual relationship between Nele and the Partner regarding participation in the affiliate program is only established upon Nele’s express approval of the participation offer or through the activation of the Partner as part of an electronic contract conclusion process, whichever occurs first.
(3) There is no right to participate in the affiliate program or to enter into an agreement with Nele. Nele reserves the right to reject the participation of individual Partners at any time without providing a reason.
§ 4 Partner Account
(1) Upon conclusion of the agreement, a partner account will be set up for the Partner, through which the Partner can manage their affiliate activities.
(2) Through the partner account, the Partner also gains access to specific statistical data, as defined by Nele, regarding the promotional materials they have deployed.
(3) Partners are obligated to provide accurate information in the partner account and to update this information to reflect actual circumstances as necessary (e.g., updating the contact email address if it changes). Partners are responsible for any disadvantages resulting from inaccurate information.
(4) Partners are responsible for their partner accounts within their sphere of influence to the extent that such responsibility is reasonable. It is the responsibility of the Partners to exercise the utmost care when using access credentials for the partner account and to take all measures necessary to ensure the confidential and secure handling of the data and to prevent disclosure to third parties. Partners are obligated to inform Nele immediately if there is any indication that third parties have obtained access credentials and/or that the partner account is being misused.
(5) The partner account may only be used in accordance with applicable legal provisions, particularly those protecting the rights of third parties, and in accordance with Nele’s Terms and Conditions, by using the access interfaces and other technical access methods provided by Nele. Any other form of use, particularly through external software such as bots or crawlers, is prohibited.
(6) To the extent that Partners store, provide, or otherwise make available content or information (hereinafter "Content") within the partner account, they are responsible for such information. Nele does not adopt the Partners' content as its own. However, depending on the degree of potential risk of legal infringement posed by the content, particularly the risk to third parties, Nele reserves the right to take appropriate measures. These measures, which take into account the criteria of necessity, appropriateness, diligence, objectivity, and reasonableness, as well as the interests of all parties involved—particularly the fundamental rights of the Partners—may include the (partial) deletion of content, requests for action or declarations, warnings, and exclusion from the platform.
§ 5 Partner Websites, Ad Placement, and Promotional Emails
(1) The Partner is responsible for the content and operation of the Partner Website and must not, during the term of the agreement, place any content on the website that violates applicable law, general standards of decency, or the rights of third parties, or that could damage the reputation of Nele, its products, or their respective providers and brands. Nele reserves the right, but is under no obligation, to review Partner Websites.
(2) In particular, the Partner is prohibited from distributing content that constitutes, concerns, or contains racism, glorification of violence, extremism of any kind, calls or incitement to commit criminal acts and/or violations of the law, threats against life, limb, or property, hate speech against individuals or companies, violations of personal rights, defamation, libel, or slander of users and third parties, violations of fair competition laws, copyright infringements, or other violations of intellectual property rights, or sexual harassment of users and third parties. Such content may neither be integrated into the Partner Website itself, nor may the Partner Website contain links to such content on other websites.
(3) The Partner agrees to operate the Partner Website in accordance with applicable law, particularly copyright, trademark, competition, and data protection laws, and in particular to maintain a correct legal notice (Impressum) and appropriate privacy policies, and to obtain the necessary data protection consents from visitors to the Partner Website.
(4) The Partner is prohibited from operating websites on the internet that could lead to confusion with Nele or its products, as well as their providers and brands. In particular, the Partner may not copy the website, landing pages, or other online presence of Nele, or use graphics, text, or other content belonging to Nele.
(5) The Partner must avoid creating the impression that the Partner Website is a project of Nele or the product providers, or that its operator is economically connected to Nele or the product providers in any way beyond the scope of the affiliate program and this agreement.
(6) When promoting the Partner Website, the Partner shall refrain from referencing Nele and its products or their providers. In particular, the Partner shall not place contextual advertisements (specifically Google AdWords or AdSense) that contain the name, corporate slogans, or brands of Nele, or that are triggered by the use of corresponding keywords. The same applies to the names and brands of Nele’s products and the company names of its providers.
(7) Email advertising that contains promotional material or otherwise advertises for Nele is only permitted if it has been previously approved by Nele, if express consent for email advertising has been obtained from all recipients, and if verification of the email address has been carried out and documented via a double opt-in procedure.
§ 6 Advertising Materials and Usage Rights
(1) For authorized campaigns and partner websites, Nele provides the partner with advertising materials at its discretion. These may consist, for example, of graphics, links, or specific HTML codes for links.
(2) The advertising materials and all other content from Nele are protected by copyright and/or other industrial property rights. Nele grants the partner a simple, non-exclusive right of use for the advertising materials for the duration and purpose of this contract.
(3) Partners may use the product images used within Nele's product range as advertising materials.
(4) The provided advertising materials may not be changed by the partner, subject to express permission. Nele expressly points out to partners that both its own rights and the rights of third parties may exist in the advertising materials. This applies in particular to product images from manufacturers, the editing of which may constitute a copyright infringement.
(5) The partner may only use, publish, and utilize the advertising materials within the partner websites for the purposes provided for in this contract. Any modification, reproduction, distribution, or public display of the advertising materials or a substantial part thereof in terms of type and scope requires the prior written consent of Nele, insofar as it goes beyond the scope granted in these T&Cs.
(6) Any other use of materials or content from Nele, as well as logos or trademarks of Nele or the product providers by the partner, requires the prior written approval of Nele.
(7) The partner will immediately remove advertising materials from the partner website if requested to do so by Nele. This also and in particular applies to websites on which Nele does not or no longer wishes for the advertising materials to be integrated, for whatever reason.
§ 7 Remuneration
(1) The amount of remuneration is based on the commission stated in the respective campaign at the time of the sale or on the individual agreement between Nele and the partner.
(2) All stated commissions are understood as net amounts and are paid out plus VAT.
(3) Nele ensures appropriate tracking of visitors who reach Nele's website via the advertising materials placed by the partner on their website (hereinafter "partner leads"). Nele also ensures the assignment of any orders placed by partner leads (hereinafter "sales") to the partner.
(4) The partner receives a commission from Nele for sales made by partner leads on Nele's website.
(5) A sale is defined as a complete order generated by an end customer on Nele's website that has also been paid for by the end customer. Reversals – regardless of the reason – are not counted as a sale if the end customer has not paid or if payments have been refunded to them.
(6) A claim to payment of remuneration only arises under the following conditions:
(a) a sale by an end customer with Nele has been realized through the partner's advertising activities,
(b) the sale has been recorded ("tracked") by Nele,
(c) the sale has been confirmed and released by Nele,
(d) the sale has existed for at least 90 days at the time of payment, and
(e) there is no violation of these T&Cs.
(7) Orders by the partner or their relatives are not subject to remuneration.
(8) Also not subject to remuneration are orders resulting from partner leads generated via partner websites or other advertising spaces where Nele has requested the partner to remove the advertising materials. This takes effect from the time of the request.
(9) For determining whether a sale is based on a partner lead, Nele's specific tracking system is decisive. Here, purchases and visits are assigned to partners via their affiliate ID in the link URL (websites) or special coupon codes (social media). Subject to other provisions in the partner program or for individual campaigns, the associated period is set at three days. The commission is credited upon completion of the order shipment (cancellations are not taken into account). Nele is exempt from the payment obligation if and to the extent that the tracking system fails or causes another malfunction that makes it impossible or only possible with considerable effort to assign partner leads or sales to individual partners.
§ 8 Settlement
(1) The settlement of remuneration is carried out by the partner in the form of a credit note that meets the requirements of the German Value Added Tax Act.
(2) Unless otherwise agreed, the remuneration is paid out once per quarter, provided the commission amount reaches a certain minimum amount. The due date for the credit note is four weeks from the end of the respective quarter.
(3) Subject to other agreements, Nele may set the minimum amount with effect for the future. The change becomes effective if Nele does not receive an extraordinary termination from the partner within two weeks of sending a corresponding notification of change to the contact details provided by the partner. If no amount has been agreed, the minimum amount is 50.00 euros.
(4) Should Nele provide the partner with a statement of remuneration claims, the partner shall check the statement immediately. If the partner has objections to a statement, these must be asserted in writing to Nele within four weeks. After this period, the statement is deemed correct.
(5) Payment is made by bank transfer with discharging effect to the bank account deposited in the partner account or otherwise communicated by the partner. Foreign bank accounts can only be used with Nele's consent. Any transaction fees (e.g., for bank accounts abroad) are at the partner's expense.
§ 9 Prohibition of Abuse and Circumvention
(1) Any form of misconduct, including the generation of partner leads and/or sales through unfair practices or unauthorized means that violate applicable law and/or these T&Cs, is prohibited.
(2) The partner is specifically prohibited from attempting, either independently or through third parties, to generate partner leads and/or sales or to achieve an allocation of sales to the partner through one or more of the following practices:
(a) Faking partner leads or sales that did not actually take place, for example by unauthorized entry of third-party data or placing orders with false or non-existent data on Nele's website,
(b) Use of advertising methods that enable tracking but do not display the advertising material, or display it imperceptibly or not in the prescribed form and/or size,
(c) Cookie Dropping: No cookies may be set when visiting the website; they may only be set if the user of the partner website has clicked on the advertising material in a voluntary and conscious action,
(d) Other types of affiliate fraud (in particular cookie spamming, forced clicks, affiliate hopping) as well as the use of layers, add-ons, iFrames, and post-view technology to increase partner leads/sales,
(e) Use of legally protected terms, in particular trademark terms, of Nele or third parties, for example in search engines, when placing ads, or when promoting the partner website without the express prior written consent of Nele.
(3) The partner undertakes not to carry out electronic attacks of any kind on the tracking system and/or Nele's websites. Electronic attacks include, in particular, attempts to overcome, bypass, or otherwise disable the security mechanisms of the tracking system, the use of computer programs for automatic data extraction, the application and/or distribution of viruses, worms, Trojans, brute-force attacks, spam, or the use of other links, programs, or procedures that could damage the tracking system, the partner program, or individual participants in the partner program.
(4) Promotion via third-party websites or trading platforms (e.g., Amazon, eBay, etc.) is expressly prohibited.
§ 10 Liability, Damages
(1) Nele is liable in accordance with the following provisions. Otherwise, liability is excluded.
(2) Nele is liable without limitation for damages caused intentionally or through gross negligence by Nele, its legal representatives, or executive employees, as well as for damages caused intentionally by other vicarious agents. For gross negligence by other vicarious agents, the provisions for slight negligence as described below in paragraph (5) of this section "Liability and Damages" apply.
(3) Nele is liable without limitation for damages due to intentional or negligent injury to life, body, or health by Nele, its legal representatives, or vicarious agents. Nele is also liable for damages resulting from the absence of guaranteed characteristics, to the extent that the subject of the guarantee was covered and was recognizable to Nele at the time the guarantee was given.
(4) Nele is liable for product liability damages in accordance with applicable product liability laws.
(5) Nele is liable for damages arising from the breach of essential obligations by Nele, its legal representatives, or vicarious agents. Essential obligations are those that form the basis of the contract, were decisive for the conclusion of the contract, and on whose fulfillment the partner may rely. In the case of slight negligence, Nele's liability is limited to compensation for foreseeable, typically occurring damage (hereinafter "typical damage"). The typical damage is generally limited to the agreed amount and, in the case of ongoing breach of duty, to the amount of the partner's contractual remuneration for the period in which the breach of duty occurred. In this case, the typical damage is a maximum of 1,000.00 euros. This does not apply if the limitation would be unreasonable in an individual case, taking into account the principles of good faith. The typical damage generally does not exceed five times the agreed remuneration.
(6) Notwithstanding the liability provisions of these participation conditions, Nele is not liable for the loss of data if the damage could have been avoided had the partner fulfilled their duty to back up data. In any case, the partner is to be attributed co-responsibility. Upon termination, the partner is responsible for backing up their data beforehand.
(7) Nele operates its website and the services offered on it, such as the provision of product data, at its own discretion and within the scope of technical possibilities. Nele does not guarantee error-free and uninterrupted availability of the website. The quality and accuracy of the products and advertising materials offered on Nele's website are at the sole discretion of Nele.
§ 12 Amendment of Participation Conditions
(1) Nele reserves the right to change the participation conditions at any time with effect for the future, provided this is reasonable for the partner. A change may be reasonable in the following cases in particular:
(a) if the change is necessary to ensure compliance with applicable law, especially if the legal situation changes;
(b) if the change is necessary to comply with mandatory court or official decisions;
(c) if new services, elements, or technical/organizational processes are introduced that require an adjustment of the participation conditions;
(d) if the change offers an advantage to the partner.
(2) In such a case, Nele will send the changed participation conditions to the partner at the email address registered with Nele at least two weeks before they come into effect.
(3) If the partner does not object to the changed participation conditions within a period of two weeks after receiving the email, the changed participation conditions are deemed accepted. Nele will inform the partner in the notification about the changes of the consequences of failing to object.
(4) If the partner objects to the changed participation conditions within the period, Nele is entitled to terminate the contractual relationship with a notice period of one week.
§ 13 Confidentiality and Data Protection
(1) The partner undertakes to keep all knowledge of business and trade secrets or other confidential information of Nele obtained within the scope of the contractual relationship secret for an unlimited period (even beyond the end of this contract), to use it only for the purposes of the contract, and in particular not to pass it on to third parties or otherwise exploit it. If information from Nele is designated as confidential, there is an irrefutable presumption that it constitutes business or trade secrets.
(2) The partner must oblige its employees and other persons it uses to fulfill its contractual obligations to maintain confidentiality in accordance with these participation conditions.
(3) Business secrets within the meaning of this agreement include, in particular, the following information: information on remuneration and other payment agreements between Nele and the partner, including implementation, payer, and payee as well as amounts; details on sales, revenue, profit, bank transactions, account balances, and creditworthiness; accounting documents, unpublished annual financial statements, balance sheets, business and financial reports; customer lists and customer-related information; information and lists regarding suppliers, service providers, or other business partners as well as confidential business relationships; employee lists, information on employees, personnel planning, personnel structures, and relevant processes; business and business ideas, business strategies, calculations, market data, as well as organizational and procedural structures; specific market and industry knowledge, marketing procedures, marketing ideas, and planned marketing measures; planning, development, production, and product monitoring procedures; prototypes, samples, molds, raw data, templates, drafts, and concepts; legal disputes, official proceedings, and court proceedings (e.g., with competitors, authorities, or other contracting parties); machine, object, and source code, functions, algorithms, solution paths, databases including structure, logic, and content, structural and graphic design of software and software interfaces, including conception and design material such as flowcharts or structograms; technical know-how, incomplete registration procedures for intellectual and industrial property rights (e.g., copyright, trademark, and patent rights), unregistered patents, and inventions.
(4) There are exceptions to the protection of information as business secrets as mentioned below, whereby the partner is advised that the following exceptions and in particular the necessity of disclosure to the specific extent must generally be proven by the partner: The information is generally known or public at the time of its disclosure by the partner, i.e., accessible to everyone; The information was developed or created by the partner independently and regardless of the information obtained from Nele; The partner has lawfully obtained the information without violating legal and contractual obligations; The partner has been authorized in advance by Nele to disclose, process, exploit, or otherwise use the information; The partner is obliged to disclose the information due to a legal provision or official order.
(5) Information on the processing of the partner's personal data can be found in Nele's privacy policy: https://www.nele.ai/datenschutz.
§ 14 Contract Duration, Termination, and Blocking
(1) The contract is for an indefinite period and may be terminated by either party at any time without notice and without giving reasons.
(2) In addition, the right of the parties to terminate the contractual relationship for good cause remains unaffected. Good cause for extraordinary termination by Nele exists in particular in the following cases:
(a) Significant breach of the partner's obligations under this contract, in particular a violation of the prohibitions on abuse and circumvention.
(b) Violation of the obligations under this contract and failure to remedy or cease the violation despite a corresponding request from Nele.
(3) Termination may be effected by email. A termination declared by Nele via email is deemed delivered as soon as it is sent to the email address provided by the partner in the partner account. Nele may also declare termination by restricting access to the partner account. The partner may also declare termination by deleting the partner account. The contract ends upon receipt of the termination.
(4) Upon termination of the contract, the partner is obliged to immediately remove all advertising materials, links, and content from Nele from the partner website. This also applies to websites or other advertising media where the partner has integrated the advertising materials or links without authorization.
(5) After termination of the contract, generated partner leads and/or sales do not result in any payment obligation.
(6) Instead of termination, Nele may also block the partner account in cases of extraordinary termination. This also applies if there is a reasonable suspicion of abuse in accordance with § 9 of these T&Cs. Nele will inform the partner of the reason for the blocking and will lift the block once the reasons that led to the blocking have been clarified and, if applicable, remedied. Partner leads generated during the blocking period do not result in any payment obligation.
§ 15 Final Provisions
(1) The laws of the Federal Republic of Germany shall apply, provided that no mandatory statutory provisions conflict with this.
(2) The place of performance is Hungen. The place of jurisdiction is Hungen, provided that the partner is a merchant, a legal entity under public law, or a special fund under public law, or if the partner has no general place of jurisdiction in the Federal Republic of Germany. Nele reserves the right to choose another permissible place of jurisdiction.