Terms
& Conditions - Affiliate Program
By signing up to be an affiliate in the RSTCA VENUS Affiliate Program (the “Program”) you agree to
be bound by the following terms and conditions (the “Terms”). Please ensure
that you read them carefully before signing up. These Terms are a legal
agreement between RSTCA PVT LTD AND VENUS PVT LTD. a company registered in NEPAL
under company and having its registered office at Lazimpat, Kathmandu, Nepal (“RSTCA
VENUS ”, “we”, “us”) and You (the “Affiliate”, “you”).
We reserve the right to update and change the Terms from time to
time without notice. Any amendments, modifications, enhancements or changes to
the Program including the release of new features and resources made available
by us from time to time shall be subject to these Terms. Continued use of the
Program after any such changes shall constitute your consent to such changes.
You can review the most current version of the Terms at any time at:www.rstca.com.np
Any violation of these Terms may result in, among other things,
termination or suspension of your rights to be an Affiliate and forfeiture of
any outstanding affiliate referral fee payments earned during the violation.
Account Registration & Terms
You must provide your legal full name, a valid email address,
and any other information requested in order to complete the sign up process
for an Affiliate account (“account”)
You must be 18 years of age or older to join this Program.
Each account is for use by either a single legal entity (e.g. a
company or a partnership) or an individual user. We do not permit you to share
your user name and password with any other person nor with multiple users on a
network. Responsibility for the security of any user names and passwords issued
(including those of any Invitees) rests with you.
You may not use the Program for any illegal or unauthorized
purpose. You must not, in the use of the Program, violate any laws in your
jurisdiction (including but not limited to copyright laws).
Referral Links & Promotion
Once you have signed up for the Program you will be provided
with a URL link that must be used to identify you when placing a link from your
site, email or other communications to the RSTCA VENUS website. It is your responsibility to ensure
each such link is correctly formatted.
We may also provide graphical images that can be used within the
links to promote RSTCA VENUS . You may not modify these images in any way. We
reserve the right to change the images at any time without notice.
You will be solely responsible for the development, operation,
and maintenance of your site and for all materials that appear on your site
You may not use our name or graphics in any bulk email
whatsoever unless we have given our advanced written consent. We may terminate
the Agreement if any meaningful spam complaints naming us or our services
result from your marketing activities.
You may not issue any press release with respect to this
Agreement or your participation in the Program; such action may result in your
termination from the Program. In addition, you may not in any manner
misrepresent or embellish the relationship between us and you, say you develop
our Services, say you are part of RSTCA VENUS or express or imply any relationship between
us and you or any other person or entity, except as expressly permitted by this
Agreement.
Referral Fees
For the sale of a subscription to be eligible to earn a referral
fee, the customer must click-through a link from your site, email, or other
communications to the RSTCA VENUS email or website.
We will only pay referral fees on links that are automatically
tracked and reported by our systems. For our systems to track the referral, the
visitor must have cookies enabled. We will not pay referral fees if someone
says they signed up through you but it was not tracked by our system.
The referral fee is 25% of our revenue from customers that you
refer. The referral fee will be credited to your Affiliate account once the
customer pays their subscription. Referral fees are only earned if a customer
makes a payment in full.
Payment
Accrued referral fees are paid via bank transfer roughly once
per month and only when your accrued referral fees total 50,0000/- or more. The
Affiliate will then raise an invoice to RSTCA VENUS for the indicated amount. You must have a
valid bank account to receive referral fees, as we do not offer payment via
cheque/check, credit card, cash or other method.
Customer payments refunded or payments charged-back due to
credit card fraud do not qualify for referral fees. We may delay crediting of
referral fees subject to risk analysis considerations and Anti-Money Laundering
procedures.
A summary of sign ups and statement of referral fees is
available to the Affiliate by logging into their Affiliate account.
The referral fee structure is subject to change at our
discretion.
We reserve the right to disqualify referral fees earned through
fraudulent, illegal, or overly aggressive, questionable sales or marketing
methods.
All fees are exclusive of all taxes, charges, levies,
assessments and other fees of any kind imposed on your involvement in this
Agreement and shall be the responsibility of, and payable by you.
We reserve the right to check and change commissions on the
basis of orders actually paid, the notification e-mail is not understood as a
confirmed commission - this is only a notification, and every payment will be
verified based on real transactions.
Customer Definition
Every customer who buys a service through this program is deemed
to be a customer of RSTCA VENUS . Accordingly, all of our rules, policies, and
operating procedures concerning pricing, customer orders, customer service, and
services sales will apply to those customers. We may change our policies and
operating procedures at any time. RSTCA VENUS is not responsible for any representations
made by the Affiliate that contradict our rules, policies or operating
procedures.
Pricing & Availability
We will determine the prices to be charged for services sold
under this Program in accordance with our own pricing policies. Services prices
and availability may vary from time to time. Because price changes may affect
services that you have listed on your site, you should not display services
prices on your site. We will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability or price of any
particular service.
Copyrighted and Trademarked material
You are solely responsible for ensuring that your reviews,
product descriptions and articles (if applicable at your site) obey all
applicable copyright, trademark, and other laws. RSTCA VENUS will not be responsible if you use another
party's copyrighted or trademarked material in violation of the law.
Term of the Agreement and Program
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 notice of termination. Notice by e-mail, to your address
on our records, is considered sufficient notice to terminate this Agreement. RSTCA
VENUS reserves the right to end the
Program at any time. Upon Program termination, RSTCA VENUS will pay any legitimate outstanding earnings.
Termination
RSTCA VENUS , in its sole discretion, has the right to suspend
or terminate your account and refuse any and all current or future use of the
Program, or any other RSTCA VENUS service, for any reason at any time. Such
termination will result in the deactivation or deletion of your Affiliate
Account, and the forfeiture and relinquishment of all potential or accrued
referral fees in your Account if they were earned through fraudulent, illegal,
or overly aggressive, questionable sales or marketing methods. RSTCA VENUS reserves the right to refuse service to anyone
for any reason at any time. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to the RSTCA VENUS website and all our
images and other materials provided under the Program
Relationship of Parties
You and we are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You will have
no authority to make or accept any offers or representations on our behalf. You
will not make any statement, whether on your site or otherwise, that reasonably
would contradict anything in this Agreement.
Limitations of Liability
The Company and any of the Company's officers, directors,
employees, shareholders or agents of any of them, exclude all liability and
responsibility for any amount or kind of loss or damage that may result to you
or a third party (including without limitation, any direct, indirect, punitive
or consequential loss or damages, or any loss of income, profits, goodwill,
data, contracts, use of money, or loss or damages arising from or connected in
any way to business interruption, and whether in tort (including without
limitation negligence), contract or otherwise) in connection with this Program.
Nothing in this legal notice shall exclude or limit the
Company's liability for:
(a) death or personal injury caused by negligence; or
(b) fraud; or
(c) misrepresentation as to a fundamental matter; or
(d) any liability which cannot be excluded or limited under
applicable law.
If your use of material provided under this Program results in
the need for servicing, repair or correction of equipment, software or data,
you assume all costs thereof. The Company’s maximum aggregate liability under
or in connection with these Terms, or any collateral contract, whether in
contract, tort (including negligence) or otherwise (a “Claim”), shall be
limited to a sum equal to the aggregate amount which we are obliged to pay you
in the twelve (12) month period immediately prior to the period giving rise to
such Claim.
Arbitration
Any dispute relating in any way to this Agreement (including any
actual or alleged breach hereof), any transactions or activities under this
Agreement or your relationship with us or any of our affiliates shall be
submitted to confidential arbitration in Nepal. Arbitration under this
agreement shall be conducted under the rules then prevailing of the NEPAL Arbitration
Association. The arbitrator's award shall be binding and may be entered as a
judgment in any court of competent jurisdiction. To the fullest extent
permitted by applicable law, no arbitration under this Agreement shall be
joined to an arbitration involving any other party subject to this Agreement,
whether through class arbitration proceedings or otherwise.
Notice
All notices given by you to us must be given to RSTCA VENUS Ltd. at info@rstca.com.np . We
may give notice to you at the e-mail address you provided to us when
registering. Notice will be deemed received and properly served 24 hours after
an e-mail is sent. In proving the service of any notice, it will be sufficient
to prove in the case of an e-mail, that such e-mail was sent to the specified
e-mail address of the addressee.
Events outside our control
We will not be liable or responsible for any failure to perform,
or delay in performance of, any of our obligations hereunder that is caused by
events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening,
omission or accident beyond our reasonable control and includes in particular
(without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat
of terrorist attack, war (whether declared or not) or threat or preparation for
war;
(c) fire, explosion, storm, flood, earthquake, subsidence,
epidemic or other natural disaster;
(d) impossibility of the use of public or private
telecommunications networks;
(e) the acts, decrees, legislation, regulations or restrictions
of any government.
Our performance is deemed to be suspended for the period that
the Force Majeure Event continues, and we will have an extension of time for
performance for the duration of that period. We will use our reasonable
endeavors to bring the Force Majeure Event to a close or to find a solution by
which our obligations under these Terms may be performed despite the Force
Majeure Event.
Waiver
If we fail, at any time to insist upon strict performance of any
of your obligations under these Terms, or if we fail to exercise any of the
rights or remedies to which we are entitled hereunder, this shall not
constitute a waiver of such rights or remedies and shall not relieve you from
compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of
any subsequent default.
No waiver by us of any of these Terms shall be effective unless
it is expressly stated to be a waiver and is communicated to you in writing.
Severability
If any of these Terms are determined by any competent authority
to be invalid, unlawful or unenforceable to any extent, such term, condition or
provision will to that extent be severed from the remaining terms, conditions
and provisions which will continue to be valid to the fullest extent permitted
by law.
Entire agreement
These Terms and any document expressly referred to in it
represents the entire agreement between us in relation to the use of the
Program and supersedes any prior agreement, understanding or arrangement
between us, whether oral or in writing.
We each acknowledge that, in entering into these Terms, neither
of us has relied on any representation, undertaking or promise given by the
other or be implied from anything said or written in negotiations between us
prior to entering into these Terms except as expressly stated herein.
Neither of us shall have any remedy in respect of any untrue
statement made by the other, whether orally or in writing, prior to the date we
entered into these Terms (unless such untrue statement was made fraudulently)
and the other party's only remedy shall be for breach of contract as provided
in these Terms.
Governing law and jurisdiction
This legal notice shall be governed by and construed in
accordance with Nepali law. Disputes
arising in connection with this legal notice shall be subject to the exclusive
jurisdiction of the Nepali Courts.