These General Terms and Conditions (hereinafter the “GTC”) are issued by GingerbreAds FZE, reg. no. 9868, with its registered office at United Arab Emirates, UAQ Free Trade Zone, Al Shmookh Business Center M 1003 (hereinafter the “GingerbreAds”) for its business partners entering into a contractual relationship with GingerbreAds as entrepreneurs (hereinafter individually the “Partner”), who expressly agree to comply with these GTC.
The Partner hereby declares that it has become acquainted in detail with the GTC and that by registering itself at the GingerbreAds portal (hereinafter the “Registration”), it expressed its agreement with the GTC, agrees to comply with them in any event and is aware of the fact that, by virtue of the Registration and subject to the GingerbreAds’s acceptance, the Partner enters into a contractual relationship and concludes a co-operation agreement with the GingerbreAds (hereinafter the “Co-operation Agreement”).
Unless these GTC state otherwise, by sending off a duly filled registration form, the Partner sends the GingerbreAds an offer to conclude the Co-operation Agreement. The Partner shall be entitled to send the offer to conclude the Co-operation Agreement to the GingerbreAds by other means. The Partner hereby declares, that the data filled in the offer to conclude the Co-operation Agreement are of true and actual nature.
The Co-operation Agreement shall be concluded by an acceptance of Partner’s offer performed by the GingerbreAds. The offer shall be deemed accepted by a delivery of GingerbreAds’s acceptance to the registration e-mail address of the Partner or any other respective address of the Partner; to avoid any doubts, the GingerbreAds shall be entitled, in any case, not to accept Partner’s offer to conclude the Co-operation Agreement, irrespective of whether or not the Registration has already been made.
The business co-operation between the GingerbreAds and the Partner consists of an obligation of the Partner to promote online marketing products of the GingerbreAds’s clients (hereinafter the “Offer”) by means specified under these GTC and of an obligation of the GingerbreAds to pay the Partner a commission for its services pursuant to the terms and in the amount specified in Art. 5 of these GTC and any additional arrangements made between of the parties.
The GingerbreAds operates a software solution, that shall enable the Partner to select Offers submitted by the clients of the GingerbreAds to the network and then to promote selected Offer online. The Partner hereby acknowledges, that GingerbreAds does not perform any promotion of the Offer, as it just operates a software solution, that enables the Partner to submit for an online promotion of the Offer (GingerbreAds just facilitates a promotion of the Offer via the Partners and ensures an arrangement of the communication between GingerbreAds’s clients and the Partners).
The GingerbreAds and the Partner shall contact each other prior to the first performance provided hereunder (e.g. website traffic sending, contacting a third party, etc.).
The Partner shall not make any information obtained from the GingerbreAds within the co-operation accessible to a third party if the nature of such information clearly indicates that it has the nature of business secrets or know-how, and/or that it has certain value for the GingerbreAds, or if, in view of its nature, disclosure of such information to third parties could impair justified interests of the GingerbreAds. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available.
The Partner agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the Co-operation Agreement.
All Partner’s representations addressed to the GingerbreAds within the duration of the Co-operation Agreement shall be performed truthfully and the Partner shall act honestly and in compliance with good morals and the Partner shall ensure that such representations remain truthful during the whole co-operation with GingerbreAds.
Within the duration of the Co-operation Agreement, the Partner agrees to comply with valid and effective legal regulations under all circumstances and represents that it enjoys full legal capacity. Where necessary for the activities of the Partner, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.
The Partner is strictly prohibited to:
abuse any third party copyright, trademarks or name
free-riding on the reputation of any third party
use incent traffic
use any persons, means, devices or arrangements to commit fraud, violate any applicable law, good manners and other instructions of GingerbreAds, by which the Partner is bound, interfere with other affiliates or falsify information in connection with referrals through the links or the generation of commissions
use automated means to increase the number of clicks through the links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud dissemination of unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup or any other forms of SPAM
use any means of misleading advertising, misleading labeling of any goods or Services presented by the Partner
use any other practices, which may be considered as a breach to the rights on consumers’ protection
Misleading, cheating or attempting to mislead/cheat/defraud/ bring into disrepute GingerbreAds, its contractors or any third party in any way
reputation damage of GingerbreAds or its contractors
provide incorrect or incomplete account information and hijacking traffic
violate or infringe any rights of any person or entity, good manners, ethical rules and the other instructions of GingerbreAds, by which the Partner is bound including without limitation, any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right violation or infringement
The Partner shall in any event refrain from:
generating and/or publishing self-created (fake) reviews or endorsements
generating and/or publishing reviews or endorsements from parties with whom Partner has a material connection
requesting persons or parties to provide a review or an endorsement in return for compensation or discount
removing negative reviews without giving notice of such removal
not identifying sponsored reviews as such
making any misrepresentations or publish misleading information
The Partner is obliged to:
ensure that any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by the Partner that is used in the co-operation pursuant to the Co-operation Agreement (hereinafter the “Web Content”), shall not contain any elements that are not complaint with valid and effective legal regulations or good morals, these GTC and other instructions of the GingerbreAds, by which the Partner shall be bound, including but not limited not containing any elements that infringe on third-party trademarks, patents or copyright or otherwise infringes on third-party rights where the Web Content is used during the co-operation. Especially it shall:
use the personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations and GingerbreAds internal guidelines, where the Partner shall use them within the duration of the Co-operation Agreement;
perform the Promotion to be compliant with the valid and effective legal regulations, good manners, ethical rules, these GTC and other instructions and internal guidelines of the GingerbreAds, by which the Partner shall be bound;
ensure that the Web Content declares that it is an advertisement;
inform GingerbreAds about any delivered complaint of the third person regarding possible breach of law on advertising or other breaches related to advertising, in case it is anyhow related to GingerbreAds or its clients, for which the Partner promotes the Offer, without undue delay as of the reception of such complaint and without undue delay provide GingerbreAds with such complaint; also, the Partner is obliged to duly deal with such complaint of the third person;
to ensure, that the Web Content contains easily visible and accessible Partner’s contact details/complaint form, to enable third persons to file their complaints.
provide GingerbreAds with all necessary co-operation
inform GingerbreAds without undue delay in case the Partner finds out or acquires reasonable suspicion, that Partner’s activity related to this Co-operation Agreement may be classified as unlawful or may be a subject to investigation or dispute performed by any public authority
provide any partner-created content that can be considered as marketing promotion by common consumer to GingerbreAds and await their approval, or incorporate their comments before he uses such content for marketing purposes
The Partner hereby undertakes and accepts to indemnify GingerbreAds from all and any damages, fines, or other costs, which may arise from its breach of legal regulations or these GTC.
As GingerbreAds insists on fair and transparent advertising, not contrary to law, good manners and ethical rules, to be performed via GingerbreAds network, GingerbreAds hereby generally informs the Partner on prohibited types of advertisements pursuant to the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). This information is explicitly contained in Annex 1 to these GTC. The GingerbreAds intends to be obliged by the rules contained in the Directive, even though it is a legal regulation outside of GingerreAds's jurisdiction and therefore, it does not directly apply to the GingerbreAds. The Partner hereby undertakes to comply with the provisions of the Directive. The Partner also hereby declares that he/she/it duly read Annex 1 to these GTC and shall be obliged to keep that.
The Partner hereby acknowledges and undertakes to ensure, that the Web Content, as well as performed promotion, is not particularly:
deceptive (particularly in case it does not identify itself as an advertisement and it is hard to find out that it is truly an advertisement). In case the advertisement may be in any way deemed “hidden”, such advertisement must contain following: “This is an advertisement”, plus equal sentence in a language of a state, on whose customers the advertisement aims. Such bilingual sentence must be placed on a visible place at the website and must be made of at least font 12.
misleading (particularly in case any statement is false or misleading and it may evoke false ideas/opinions on the product, its content etc.). More information to be contained in the annex 1 to these GTC.
aggressive (particularly in case the customers are being manipulated so they buy offered products or services without proper judgement). More information to be contained in the annex 1 to these GTC.
advertising products infringing rights of third persons (intellectual property rights, rights on protection of a personality etc.).
The Partner also acknowledges that the Directive does not contain all provisions related to regulation on advertising, as for example the Directive contains only general basic standard on advertising (i.e. there might be stricter rules on advertising across the countries). Therefore, the Partner shall be obliged to ensure that the Web Content and the promotion will always be in accordance with law of state, to whose customers the advertisement aims.
The Partner hereby acknowledges and undertakes to respect, that advertising on some types of products has stricter rules that general ones. Such products are particularly medicine, food and dietary supplements, alcoholic beverages, tobacco products, guns and ammunition, medical interventions, financial services, trade with real estates or gambling.
In order to help the Partner prevent breaching provisions of the law, good manners and/or ethical rules, GingerbreAds may prepare list(s) consisting information (guidelines etc.), including assessment of the regulation on advertising. GingerbreAds shall be entitled to send such list(s) to the Partner and the Partner shall be obliged to keep them. The role of such list(s) is only for assistance purposes. The Partner still keeps sole responsibility to act in compliance with law, good manners and/or ethical rules.
The Partner agrees that if the Partner breaches any of its obligations under this article “Obligations of the Partner” GingerbreAds is entitled to terminate all of Partner’s accounts, and GingerbreAds terminate any cooperation with Partner.
The Partner shall perform marketing or similar activities in accordance with the Co-operation agreement and the GingerbreAds’s instructions, promoting Offers, as defined above, theirs promotion the Partner submitted to (hereinafter the “Promotion”), particularly by means of:
sending out e-mails or other communications to third parties whose consent the Partner has obtained;
placing a banner on Partner’s Web Content;
putting references on Partner’s Web Content or;
other similar manner of performing Promotion in accordance with the GingerbreAds justified interests and in compliance with valid and effective legal regulations, these GTC, and GingerbreAds internal guidelines and other arrangements between the parties.
The GingerbreAds shall pay a commission to the Partner for provision of its services upon the Co-operation Agreement (hereinafter the “Commission”) in amount pursuant to this article.
The Commission shall be payable based on the Insertion Order (hereinafter the “IO”) in which GingerbreAds and Partner agrees on terms of pay-outs and Commission. If there is no IO between both parties, the Commission shall be payable twice a month, specifically 1st payment for period starting 1st day and ending 15th day in the month and 2nd payment for period starting 16th day and ending last day in the month. The pay-out of the Commission shall be processed by GingerbreAds 1st working day after the end of every period.
The Commission shall be paid in each case based on an "Invoice credit note" generated in the GingerbreAds platform by the GingerbreAds. This "Invoice credit note" shall be available for download in Partner's interface of the platform and shall be the main document, based on which the Partner shall issue an invoice in its books.
The Commission shall be paid either by wire transfer or through one of the following payment service providers: PayPal or Skrill.
The Partner shall enter its bank (optionally PayPal or Skrill) account details necessary to perform the wire transfer (domestic or international) and, furthermore the invoicing details, no later than on the date of commencement of the co-operation.
The invoicing details shall include: indication whether a natural or legal person is involved and, furthermore: company name/name and surname, registered office/address of residence (street, city/town, country), indication whether the Partner is a registered VAT payer and, if so, its assigned VAT number.
Should the invoicing detail not be entered correctly or with all the requested details, the pay-out cannot be processed.
If the amount of monthly commission exceeds USD 100 or its equivalent the Partner shall be entitled to pay-out of its Commission in defined terms. Should the amount of monthly Commission not exceed USD 100 or its equivalent, the right for pay-out of the Partner's Commission is postponed to the month in which total of un-paid Partner's Commission exceeds 100 USD.
Should the amount of the right for the pay-out be in the range 100 - 500 USD or its equivalent, the Commission shall be paid through PayPal or Skrill account. Should the amount of the right for the pay-out be above 500 USD or its equivalent, the Commission shall be paid by wire transfer.
For leadgen offer Partners the statement above does not apply, the minimum payable Commission amount for these Partners is 500 USD or its equivalent and shall be paid via wire transfer. However should the leadgen offer Partner also partake in GingerbreAds’s other offer systems the provision above applies in full.
All bank and non-bank fees incurred in connection with the payment of the Commission shall be paid in a share mode, where each party shall pay its own bank and other payment service provider fees. Where a share mode is not available, the fees incurred in connection with the payment of the Commission shall be borne by the Partner. The GingerbreAds shall not be held liable for any bank or non-bank fees incurred in connection with the payment of the Commission on the part of the Partner, the latter’s bank or payment service provider, or any other entity involved in the payment of the Commission within the meaning of this article.
The fee shall be paid in EUR currency, unless the contracting parties agree otherwise. The Partner may contact its GingerbreAds manager to agree on different currency for fee pay-outs.
GingerbreAds reserves the right to charge an inactivity fee. Inactivity occurs, when:
The amount of the Inactivity Fee is set to USD 40 per calendar month and is charged for the first time in the month following the 6-month Protection Period. The Inactivity Fee is always charged together for all relevant calendar months of the relevant calendar year on December 31. The Inactivity Fee is always charged only up to the amount of the Partner's balance, no debit can take place.
Upon charging the Inactivity Fee for 12 calendar months, the account becomes inactive and GingerbreAds reserves the right to close such account. The Partner understands that the balance will accrue to GingerbreAds as a one-time price to cover closing costs.
The GingerbreAds shall bear no responsibility for activities or any other conduct of the Partner regarding the co-operation, and the Partner agrees with this.
The GingerbreAds shall bear no liability for any event where the relevant performance cannot be provided under the terms of the co-operation due to technical or other reasons caused by force majeure or some other cause independent of the GingerbreAds’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Partner agrees with this.
The GingerbreAds shall be entitled not to pay the Commission to the Partner in case the Partner breaches these GTC, in particular if the Partner uses one of the prohibited methods of Promotion in the co-operation. In that case, the Partner acknowledges and agrees that its entitlement to the Commission terminates.
The Partner shall be liable for any damage caused as a result of unsuitable conduct during the co-operation (e.g. the use of prohibited methods of Promotion, the statement of untrue information, causing harm to the good reputation of the GingerbreAds etc.). Rights, obligations and claims of the parties arising out of the co-operation under the Co-operation Agreement and relating to damage or compensation for damage shall be governed by the laws of the United Arab Emirates.
Prohibited methods of Promotion with the co-operation include, in particular the use of materials not approved by the GingerbreAds (landing pages, banners, e-mails etc.), incentive traffic and sending unsolicited messages.
GingerbreAds is entitled, but not obliged, to investigate any delivered complaint or suspend any Partner from being engaged in GingerbreAds online software solution pursuant to this Co-operation Agreement if the complaint does not appear to be unjustified. To avoid any doubts, the Partner shall not be entitled for any compensation in case of such suspension of the promotion. Without prejudice to other obligations of the Partner set forth in these GTC, the Partner shall provide GingerbreAds with all necessary co-operation in order to investigate any delivered complaint and/or to ensure that Partner’s advertising is compliant with applicable laws, good manners and ethical rules.
The GingerbreAds shall be entitled to perform random inspections of compliance with the Partner’s obligations within the meaning of these GTC or further agreement between the Partner and the GingerbreAds.
The Partner shall defend, indemnify and hold harmless GingerbreAds, its respective officers, directors and employees against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or in connections with any breach of Partner’s representations, warranties or obligations set forth in the Co-operation Agreement.
In the event of the delivery of an average of more than 50 FTDs a day, the GingerbreAds online marketing network may be made available to the Partner through an API, iframe or similar form of direct access.
The GingerbreAds and the Partner agree that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.) and agree that such communication shall be deemed communication in a written form for the purposes of maintaining the form of juridical acts.
The GingerbreAds and the Partner agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations, and notify each other of any change in their identification details. The Partner shall inform the GingerbreAds of all the decisive facts that are fundamental for the GingerbreAds in order to assess the suitability of continued co-operation under this Co-operation Agreement (e.g. imminent insolvency of the Partner, inability to pay debts, withdrawal of a licence etc.).
In any case, the Partner is obliged to obtain all necessary information, so the Partner is always able to fulfill Partner’s obligations pursuant to the Co-operation Agreement. In case the Partner lacks any information (particularly about any element of the Co-operation agreement, commissions, if the Partner uses “SmartLink” – a form of promotion without a knowledge of particular advertiser etc.), the Partner hereby undertakes to contact GingerbreAds as soon as possible to obtain this information the Partner lacks. The Partner may contact the GingerbreAds also at GingerbreAds’s affiliate manager, who was assigned to the Partner.
The GingerbreAds reserves the right to verify The Partner’s identity during the duration of the whole relationship between them. Such verification will be performed by video conference call. To verify the Partner’s identity beyond reasonable doubts GingerbreAds might also request personal documents verification. Not complying with such verification request in timely and appropriate manner might result in termination of co-operation.
The parties enter into mutual the Co-operation Agreement for an indefinite term. The Co-operation Agreement may terminate on the basis of a mutual agreement of the parties as of the date agreed by the parties.
The GingerbreAds shall be entitled to terminate the Co-operation Agreement without stating a reason, with an immediate effect, as of a date specified by the GingerbreAds in the termination notice; in that case, the termination of co-operation will have legal implications equivalent to withdrawal from a contract or agreement. Should GingerbreAds suspect co-operation may infringe third-party rights, applicable law, good manners or ethical rules set forth by GingerbreAds, GingerbreAds is entitled to suspend the Partner from promoting the Offer with no claim for compensation on the side of the Partner; GingerbreAds’s right to terminate shall not be affected.
The Partner shall be entitled to terminate the Co-operation Agreement without stating a reason, with 3 months notice period, as of a date of delivery the notice of termination to GingerbreAds.
Any provision of the IO that governs i) the duration of the contractual relationship; or ii) the manner in which the contractual relationship between GingerbreAds and the Partner is terminated is decisive in the event of a conflict with these GTC.
The rights and obligations of the parties not provided for in these GTC shall be governed by the laws of the United Arab Emirates without its rules of conflict of laws.
The Partner and the GingerbreAds shall resolve any and all disputes arising out of the Co-operation Agreement primarily through amicable settlement.
If not resolved amicably, any and all disputes arising out of the Co-operation Agreement shall be finally settled by the competent courts of the United Arab Emirates, unless a choice of a local jurisdiction is excluded by special provisions of the United Arab Emirates laws.
If any provision of these GTC proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions hereof, unless implied otherwise by the mandatory provisions of law.
Each party undertakes within undue delay, but no later than within two (2) days from the change of its contact details (particularly an address or an e-mail address), to inform the other party of such change in writing or via e-mail. In case any of the parties breaches this obligation, any notification delivered to the lastly confirmed address shall be deemed as delivered by third (3.) day from its placement with the post office (written notification) or by third (3.) day from its dispatch (e-mail notification).
The Partner shall not be entitled to assign any receivables from the GingerbreAds to third parties.
The GingerbreAds shall be entitled to change or amend these GTC at any time; the new version of these GTC shall become effective as of the date set out by the GingerbreAds, however on the delivery of the new version of the GTC at the earliest.
In case of any discrepancies between these GTC and an agreement made in writing (also within the meaning of Art. 7.1 GTC) between the GingerbreAds and the Partner, the GTC shall always prevail unless specifically stated otherwise.
These GTC are valid and effective as of 15th of January 2024.
Any unfair commercial practises shall be strictly prohibited – general framework to be provided by the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). A commercial practice shall be unfair if (i) it is contrary to the requirements of professional diligence and (ii) it materially distorts or is likely to materially distort the economic behaviour with regard to the product of the average consumer whom it reaches or to whom it is addressed, or of the average member of the group when a commercial practice is directed to a particular group of consumers.
Commercial practises shall be unfair particularly if they are misleading (misleading actions or omissions) or aggressive.
A commercial practice shall be regarded as misleading if it contains false information and is therefore untruthful or in any way, including overall presentation, deceives or is likely to deceive the average consumer, even if the information is factually correct, in relation to one or more of the following elements, and in either case causes or is likely to cause him to take a transactional decision that he would not have taken otherwise:
A commercial practice shall also be regarded as misleading if, in its factual context, taking account of all its features and circumstances, it causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise, and it involves
A commercial practice shall be regarded as misleading if, in its factual context, taking account of all its features and circumstances and the limitations of the communication medium, it omits material information that the average consumer needs, according to the context, to take an informed transactional decision and thereby causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise:
It shall also be regarded as a misleading omission when, taking account of the matters described in previous paragraph, a trader hides or provides in an unclear, unintelligible, ambiguous or untimely manner such material information as referred to in previous paragraph or fails to identify the commercial intent of the commercial practice if not already apparent from the context, and where, in either case, this causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise.
Where the medium used to communicate the commercial practice imposes limitations of space or time, these limitations and any measures taken by the trader to make the information available to consumers by other means shall be taken into account in deciding whether information has been omitted.
In the case of an invitation to purchase, the following information shall be regarded as material, if not already apparent from the context:
Information requirements established by law of European Union in relation to commercial communication including advertising or marketing, a non-exhaustive list of which is contained in Annex II to the Directive, shall be regarded as material.
These misleading commercial practises are under all circumstances regarded as unfair:
A commercial practice shall be regarded as aggressive if, in its factual context, taking account of all its features and circumstances, by harassment, coercion, including the use of physical force, or undue influence, it significantly impairs or is likely to significantly impair the average consumer's freedom of choice or conduct with regard to the product and thereby causes him or is likely to cause him to take a transactional decision that he would not have taken otherwise.
In determining whether a commercial practice uses harassment, coercion, including the use of physical force, or undue influence, account shall be taken of:
These aggressive commercial practises are under all circumstances regarded as unfair: