GENERAL TERMS AND CONDITIONS OF ASSOCIATION
BETWEEN RICOH IMAGING EUROPE SAS AND ITS ASSOCIATES
The company RICOH IMAGING EUROPE (hereafter referred to as PENTAX RICOH), a simplified limited company [société par actions simplifiée] – with registered office at Parc tertiaire SILIC, 7-9 avenue Robert Schuman B.P. 70102, 94503 RUNGIS CEDEX – enrolled in the Trade and Companies Register of Créteil under number B 519 989 420, operating under the business name PENTAX RICOH, has created and operates an association program management service based on its platform available online at the address https://shop-uk.ricoh-imaging.eu
PENTAX RICOH puts Associates into contact with individual buyers on our RICOH PENTAX online store.
These General Terms and Conditions have been agreed to between the company PENTAX RICOH on the one hand and Associates on the other hand. The Associates acknowledge and accept these General Terms and Conditions of Sale.
Associate: Influencer, Blogger, Photographer or a social network or online operator wishing to ensure the promotion of products from the PENTAX RICOH group through campaigns relating to our catalogue or to a specific product.
Link or Promotional Tool: the object placed on the Associate’s website that enables an online visitor to go directly or indirectly to the PENTAX RICOH website, such as a banner, social network publication, email…
Tracking Tool: a solution that makes it possible to retrace the events that gave rise to a payment, such as a sale concluded by an individual after having seen an advert provided by the Associate. The Tracking Tool shall follow the path published by the Associate, thanks to tags embedded in the pages and the actions subject to monitoring. Due to the nature of the cookies associated with this monitoring, a link shall remain valid for a maximum of 30 days.
Program: promotional campaign seeking to generate traffic and sales to the PENTAX RICOH website or websites.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018.
Tag: Tags are pixel-sized images in GIF format, which make it possible to count the number of visitors who have accessed a page on a website.
Processing: means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
PENTAX RICOH shall offer access to Associates solely to the Programs designated by the group and made available online on the online store.
These Terms and Conditions have the purpose of defining the terms of the mandate given by Associates to PENTAX RICOH within this framework.
3 TERMS AND CONDITIONS GOVERNING THE ADMISSION OF AN ASSOCIATE TO THE PLATFORM
PENTAX RICOH reserves the right at its sole discretion to accept or reject the registration of Associates on its Platform and/or for a Program without any requirement to state reasons for its decision.
Prospective Associates must ensure and warrant that the websites or pages on which their program communications will be active are compliant with applicable laws and obligations and that they do not infringe any right vested in a third party, including in particular intellectual or industrial property rights or image rights.
Applications for registration will not be considered if they are submitted by operators:
- who do not comply with applicable laws and regulations or third party rights, in particular [in respect of content that is] unlawful and/or pornographic or contains language that is racist, defamatory or otherwise incites any form of discrimination or extremism
- who are liable to cause harm to the image of PENTAX RICOH or our partners.
4 REGISTRATION BY AN ASSOCIATE
4.1 Registration on the platform - Contractual Terms and Conditions
Applications for registration may be made by filling in the application form provided on the website https://shop-uk.ricoh-imaging.eu.
In applying for association, the prospective candidate certifies on his/her honour that he/she is the owner of the domain name of the website or of the social network account for which he/she is requesting association or that he/she holds the rights there over.
PENTAX RICOH shall inform the prospective candidate of the acceptance or rejection of his/her application by email to the address indicated in the application form.
Registration shall entail acceptance of these General Terms and Conditions.
Unless expressly agreed otherwise, relations between PENTAX RICOH and Associates shall be governed by these General Terms and Conditions, to the exclusion of any other contractual terms and conditions of the Associate.
PENTAX RICOH may from time to time make changes to its General Terms and Conditions, its campaigns and details relating to them. Should this occur, PENTAX RICOH shall give advance notice to the Associate concerning the said changes. The Associate may refuse the changes by giving notice of his/her refusal to PENTAX RICOH within 8 days of receipt of the notice concerning the changes. PENTAX RICOH shall thereupon be entitled to terminate this Contract with notice of 8 days.
Registration on the Platform shall also entail the acceptance of the Terms and Conditions applicable to Associates – Advertisers, which are annexed hereto, the purpose of which is to regulate relations between Associates and Advertisers when participating in the Program.
Upon acceptance, the Associate shall be signed up for the distribution list of PENTAX RICOH newsletters, which in particular provide Associates with information concerning new Programs.
4.2 Registration for Programs
Once the application made by the Associate has been accepted by PENTAX RICOH, the Associate may participate in certain Programs.
The Associate shall be entirely free to decide whether or not to sign up for the different Programs proposed after obtaining information concerning their characteristics on the Platform.
The mandate issued by the Associate to PENTAX RICOH in relation to each Program shall take effect upon receipt by the Associate of confirmation that he/she has signed up for the program, following acceptance by the Advertiser.
The promotional campaigns and information relating to the commissions associated with any given Program may be consulted within the Associate’s client account in the online store.
The terms of remuneration of the Associate are set by PENTAX RICOH and may be consulted in the online store. Irrespective of the type of program, the Associate shall be remunerated for each sale concluded for a product that is part of the program communicated.
For the purposes of the above, PENTAX RICOH shall keep records of the results obtained and shall ensure that the remuneration due to Associates is paid within 14 days of the initial request for payment of the commission.
Records of the results obtained shall be generated using the Tracking Tool. Results may also be followed by the Associate in real time on his/her client account.
5 ASSOCIATE’S OBLIGATIONS IN RELATION TO PROGRAMS
Following confirmation that the Associate has signed up for a Program, he/she shall have access to the category “Associate Program” within the client account.
Tracking links may not under any circumstances be inserted into websites other than those through which the Associate is present online.
The Associate further undertakes to refrain from using fraudulent referencing techniques such as so-called “black hat” methods or from using third party trademarks for the purpose of the search engine optimization of his/her website.
Any usage by the Associate of a type of Promotional Tool that is not authorized by PENTAX RICOH may result in the refusal to pay remuneration to the Associate.
The Associate undertakes to abide by the terms of this Article within any emailing, if this has been authorised as a Promotional Tool.
The Associate undertakes to abide by the regulations applicable to la the soliciting of business, including in particular the provisions of Article L. 34-5 of the French Postal and Electronic Communications Code, Article 21(2) GDPR and any other European law applicable to electronic communications.
Any recipient must be able to unsubscribe in a simple manner from the list to which he/she has signed up by clicking on an unsubscribe link, which must be clearly accessible within the email. The unsubscribe link must function in the proper manner.
The list must be de-duplicated. This means that a recipient must appear once only in the list and must not under any circumstance receive any given advertising email more than once.
The subject and body of each email must be approved by PENTAX RICOH prior to dispatch.
6.3.2 Test transmission
An initial test transmission must be made on a representative part of the list.
This transmission, along with any other transmission, must be copied to the following email addresses:
- any other email address upon request by the PENTAX RICOH teams
6.3.3 Terms and Conditions
The person sending the email also undertakes to adhere to the transmission dates established in consultation with him/her.
In the event of the failure to comply with any of the terms set forth above, the Associate shall incur liability for sanctions, such as the withholding of remuneration or the termination of his/her Associate account.
7 PROHIBITION ON SOLICITATION
Throughout the period of time during which the Associate participates in the Programs presented by PENTAX RICOH, the Associate undertakes to inform PENTAX RICOH in the event that he/she is solicited by a client partner of PENTAX RICOH. The Associate must systematically inform PENTAX RICOH of any contacts or events involving partners and operators that are clients of PENTAX RICOH.
8 PERSONAL DATA
It is recalled that, as part of the association services and as far as concerns the online visitors traced, PENTAX RICOH will only monitor the client’s actions on the websites comprising its online stores.
The Associate shall refrain from transmitting to PENTAX RICOH any additional data that could enable PENTAX RICOH to identify online visitors, either directly or indirectly through cross-referencing, in the event that they have not yet visited the Group’s website.
PENTAX RICOH and the Associate undertake to refrain from using these data for any purposes other than identifying and counting events that are eligible for generating remuneration for Associates.
8.1.1 Status of the parties
The Associate shall have the status of joint controller for the purposes of data processing and commercial communication with PENTAX RICOH to the extent of his/her participation in Programs.
Within this context, the Associate undertakes to publish a link to these Contractual Terms and Conditions on his/her website(s) in order to enable any data subject to access them. The link shall be provided by PENTAX RICOH on the Platform.
8.1.2 Compliance with regulations
PENTAX RICOH and the Associate each undertake to comply with any regulations applicable to the Processing of Personal Data. They undertake in particular to keep up to date the registers required under the GDPR.
The Associate undertakes to publish on his/her website the information required under the Data Protection law, including in particular Article 13 GDPR.
He/she shall in particular inform visitors of the fact that:
- His/her site is participating in the Programs
- PENTAX RICOH operates Links or Promotional Tools on his/her site and is a joint Controller along with the Associate
- According to the said Programs, any redirection of visitors from the Associate’s website to the store website along with the following actions (form, purchase) will be tracked by PENTAX RICOH.
In this regard, it is recalled that the Associate has access to the following information on the Platform:
- The identity and contact details of Advertisers participating in the Program
- As the case may be, the contact details of the data protection officer of PENTAX RICOH and of the Advertisers participating in the Program
- The period of time for which tracking data are retained by PENTAX RICOH
The Associate undertakes towards the Advertiser to comply with the regulations and recommendations of the French Data Protection Authority [CNIL] applicable to cookies and other tracking tools. He/she undertakes in particular to inform visitors of the presence of cookies on his/her website and to obtain their consent in accordance with the said recommendations and provisions of the GDPR.
8.1.4 Rights of individuals
PENTAX RICOH and the Associate each undertake to send to each other without undue delay any requests that they may receive from data subjects wishing to exercise their rights of access, to object, to erasure, to restrict processing and to portability and to act upon any such requests where they are justified.
PENTAX RICOH shall inform the Associate and the Associate shall conversely inform PENTAX RICOH in writing of any Personal Data breach. Such notice shall contain all information that is useful in order to enable PENTAX RICOH or the Associate, if necessary, to report the breach to the supervisory authority.
8.1.6 Data protection officer
The name and contact details of the data protection officer of the Advertiser and of the Associate, as the case may be, shall be accessible on the Platform.
The data protection officers of the Associate and of PENTAX RICOH shall be the point of contact between PENTAX RICOH and the Associate with regard to any matter relating to Personal Data.
9 TERMS OF REMUNERATION
The Associate shall be remunerated in accordance with the terms set by PENTAX RICOH, which may be consulted on the Platform. Remuneration shall be paid by bank transfer in an amount chosen by the Associate. A minimum amount of 50 GBP/EUROS must be requested for any payment approval. The terms of remuneration may be altered at the discretion of PENTAX RICOH, which declines any responsibility in this regard. Any alteration to the terms of remuneration shall be intimated by email to the Associate who shall be entitled, in the event that he/she does not agree to the change in question, to stop participating in the Program of the Advertiser that altered its terms of remuneration.
PENTAX RICOH shall allow each Associate, through his/her account on the Platform, to access the activity report for the Program, which tracks the purchases made and calculates the amount due to the Associate as remuneration from the Advertiser.
The act of registration by the Associate and the attendant acceptance of these Terms and Conditions shall be construed as express acknowledgment by the Associate that any information recorded on the PENTAX RICOH platform that results in the generation of the report falling under the previous paragraph shall constitute the sole means of evidence admitted between the parties, and shall consequently be final for the purposes of calculating the commissions due to the Associate.
Measurements of traffic and actions shall be limited to one transaction per 24-hour period per visitor device (identification of the computer that placed the order) for each Associate. It is acknowledged that any online visitors who do not accept cookies may not be counted.
No remuneration shall be payable in the event of fraud.
10 PAYMENT TERMS
Once the cumulative amount of the commissions collected on behalf of the Associate that have been received by PENTAX RICOH exceed a minimum figure of 50 GBP/EUROS, the Associate may generate an invoice request. If the amount due is lower than this minimum figure, payment shall be deferred until the threshold of 50 GBP/EUROS has been reached.
The editor must approve this invoice request by email: firstname.lastname@example.org
The approval date of the invoice request made by the Associate shall constitute the date of receipt of the invoice from the Associate. Payment shall be made within 14 days of the initial request for payment of the commission in the form of an invoice.
Payments shall be made as follows:
If the Associate fails to approve the invoice request before the end of December in the year after that in which the invoice request was issued, entitlement to the commission shall lapse and any amounts collected by PENTAX RICOH shall definitively accrue to it.
11 TAX STATUS OF THE ASSOCIATE
The Associate is invited to consult the following website:
If the activity of the Associate is recurring in nature and may be classified as business activity for the purposes of tax law, the amounts due to the Associate shall be paid upon presentation of invoices, with or without VAT as the case may be, and upon presentation of a SIRENE code. The invoice must state all information required under regulations.
PENTAX RICOH reserves the right to require an invoice containing a SIRENE code prior to making any payment in excess of 500 GBP/EUROS per year per Associate.
NB: individuals are invited to seek legal and tax advice in order to establish their obligations in relation to their specific prevailing circumstances.
The parties each undertake throughout the full term of the contract to treat as confidential any information of any type whatsoever, whether marketing, commercial or financial, resulting from an Activity Report or in relation to methods or know how.
PENTAX RICOH and the Associate undertake to uphold the confidential status of all Personal Data that are liable to be processed in relation to the services provided by PENTAX RICOH and to ensure that the persons who are authorized to process such Personal Data are bound by an appropriate duty of confidentiality with a basis in law, or in the absence thereof in contract, and receive the necessary training in relation to the protection of personal data.
13 TERM, TERMINATION
This mandate has been concluded on an open-ended basis.
It shall cone to an end in the event that the Associate has not participated in any association program for more than 1 year. The amounts collected by PENTAX RICOH shall thereupon be paid out to the Associate, unless the relevant total is lower than 50 GBP/EUROS, in which case they shall be retained by PENTAX RICOH as compensation.
The contract may also be terminated by PENTAX RICOH at any time with advance notice of 30 days, following which PENTAX RICOH shall be released from any obligation towards the ASSOCIATE.
14 INTELLECTUAL PROPERTY
The Associate may not under any circumstances refer to the name or trade mark of PENTAX RICOH for commercial or promotional purposes, in particular in relation to the marketing and promotion of similar or competing services.
It is expressly agreed that this contract shall not establish any rights for the Associate over the programs and data appearing on the PENTAX RICOH website. Ownership of such programs and data, which are governed by the French Intellectual Property Code, shall remain exclusively with their authors.
The Associate is aware of the fact that PENTAX RICOH may perform analyses of visits to the Associate’s website. PENTAX RICOH holds the producer’s rights over the database containing the data collected.
The Associate shall indemnify and hold harmless PENTAX RICOH in respect of the consequences of any claims:
- Owing to the contents of his/her website
- In the event of the failure to comply with any of these terms and conditions
- In the event of the failure to comply with the provisions of the GDPR or more generally any regulations applicable to cookies, tracking devices and electronic communications and/or the recommendations of the CNIL
16 FAILURE TO COMPLY WITH OBLIGATIONS
In the event of the failure to comply with these General Terms and Conditions, the parties may terminate the contract without any further formality upon the expiry of a grace period of 8 days.
In cases involving fraud, termination may be immediate and any commissions recorded prior to the fraud shall not be paid out to the Associate.
17 APPLICABLE LAW AND JURISDICTION
This contract shall be governed by French law.
Should any dispute arise in relation to this contract, as regards its interpretation, performance, termination (etc.) that cannot be resolved amicably between the parties, it is expressly stipulated that jurisdiction shall be vested in the competent courts falling within the purview of the CRETEIL Commercial Court, notwithstanding the presence of multiple defendants or the impleading of a third party, including in relation to urgent or interim proceedings, whether in the presence of both parties or inaudita altera parte.