§1 Scope, Subject Matter of the Contract
These General Terms and Conditions (GTC) apply to the contractual relationship between SHR Germany Onlineshop GmbH (hereinafter "Company") and the contractual partner (hereinafter "Affiliate Partner" or "Affiliate") from the Company's affiliate program. The Affiliate Partner promotes selected products of the Company via their own online social media channels (e.g., Instagram, TikTok, YouTube, etc.) using personally created content in return for a sales commission.
The Affiliate Partner promotes selected products of the Company via their own social media channels (e.g., Instagram, TikTok, YouTube) using personal content and receives a commission for each generated sale in accordance with the following provisions.
§2 Conclusion of Contract
The Affiliate Partner can register via the online portal in the Company's online shop at www.shr-germany-onlienshop.co.uk/module/affiliate/Registration. By registering, the Affiliate Partner confirms that they accept these GTC and that they are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). A contractual relationship only arises upon acceptance of the offer by the Company. Acceptance by the Company occurs by sending a personalized discount code and/or tracking link (hereinafter "Link") to the Affiliate Partner. The Company then maintains an Affiliate account for the Affiliate Partner.
§2a Cookie Duration and Assignment
If a customer clicks on the Affiliate Link, a cookie is set for assignment. This cookie is valid for 30 days. If the purchase is made within this period, it is assigned to the Affiliate. After the cookie expires, there is no entitlement to commission for subsequent purchases by the same customer.
§2b Conditions of Participation
- The Affiliate Partner must be of legal age and an entrepreneur according to § 14 of the German Civil Code (BGB).
- Participation is only permitted for natural persons. Automated registrations (e.g., via bots) are not permitted.
- Each Affiliate may only maintain one Affiliate Account.
- The information provided during registration must be complete and truthful.
§ 3 Billing and Payment
The Affiliate receives a personalized discount code and/or tracking link (hereinafter "Link"), see § 2. Customers who purchase from the Company using this code/link are clearly assigned to the Affiliate.
The Affiliate's commission is 5% of each net sale generated.
The Company bills monthly based on an overview of generated sales.
Payments are made within 30 days of the end of the month via bank transfer to the bank account specified by the Affiliate. Transfer costs are borne by the Affiliate.
Payments are only made for a minimum amount of €25. Amounts below this threshold are accumulated and credited to the next billing statement.
The Affiliate is responsible for taxing their commission payments themselves.
§ 4 Rights & Obligations of the Affiliate Partner
- The content must be authentic, independently created, and brand-compliant.
- Applicable laws regarding the labeling of advertising (e.g., "advertisement," "advertisement") must be observed (see also § 4d).
- Any infringement of third-party copyrights or trademark rights is prohibited.
- The supplied media and materials may only be used for the agreed purpose.
- The Affiliate is not authorized to assign claims against the Company to third parties without the Company's written consent.
§4a General Liability
The Affiliate undertakes to independently comply with all legal requirements – in particular regarding advertising labeling, data protection (GDPR), copyright, and competition law – when creating and publishing its content.
The Company assumes no liability for the Affiliate's content, statements, or actions in connection with the promotion of the products. The Affiliate is fully liable for any violations and indemnifies the Company against all claims from third parties.
§4b Prohibition of Brand Ads via Search Engines
The Affiliate Partner is not permitted to place paid search engine ads (e.g., via Google Ads) on the Company's brand terms such as "SHR Germany," "SHR Germany Online Shop," "SHR Shop," or similar.
The targeted interception of users searching for our brands is prohibited. Violations will result in immediate exclusion from the Affiliate Program and the loss of all outstanding commission claims.
In the event of a culpable breach of the above-mentioned obligations, the Affiliate Partner must pay the Company a penalty, the amount of which will be determined by the Company at its reasonable discretion and, in the event of a dispute, reviewed for appropriateness by the competent court. In the event of a breach of the obligations under this paragraph, a contractual penalty of at least EUR 5,000 is considered appropriate. The assertion of further claims for damages remains unaffected. Any penalty payment will be offset against further claims for damages, such as compensation.
§4c Labeling of Own Contributions
The Affiliate is aware that there are legal requirements (in particular under the RStV, TMG, and UWG) regarding the correct labeling of publications containing advertising content. Furthermore, the Affiliate is aware that both the Affiliate and the Company's customers and companies affiliated with it under Section 15 of the AktG (German Stock Corporation Act) may face sanctions, including warnings, cease-and-desist orders, demands for damages, and fines, even in the event of inadequate labeling.
The Affiliate is solely responsible for independently informing itself at all times about the current legally relevant regulations regarding the correct and transparent labeling of advertising content and compliance with legal provisions regarding the use of third-party content and its labeling, for fully complying with these regulations, and for promptly labeling all publications in accordance with the relevant legal requirements. The Affiliate must always observe the principle that advertising must be clearly identifiable and clearly separated from the rest of the content of a publication.
In the event of a breach of any of the obligations under this agreement and a resulting third-party claim against the Affiliate or the Company, the Affiliate shall fully compensate for any resulting damages. Furthermore, the Affiliate shall indemnify the Company upon first request from any liability and/or claims by authorities or third parties based on insufficient labeling. Inadequately labeled publications will not be reimbursed.
§5 Term of Contract & Termination
The collaboration begins with the sending of the link and is initially for an indefinite period.
Either party may terminate the contract with 7 days' notice to the end of the month. The right to extraordinary termination for good cause remains unaffected.
Terminations must be made in writing.
§6 Use of Brands
The Affiliate may use names, logos, product images, and other branded material of the Company and its affiliated companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG) exclusively within the scope of the agreed cooperation. Any other use requires express written permission.
The Affiliate is only authorized to use the trademarks during the term of the contract. Upon termination of the contract, the Affiliate must cease all use of the Company's trademarks and delete or destroy any files or documents received or stored by the Affiliate. The Company is entitled to demand proof of deletion or destruction from the Affiliate. The Affiliate shall not be entitled to a right of retention.
In the event of a culpable breach of the above-mentioned obligations, the Affiliate Partner must pay the Company a penalty, the amount of which will be determined by the Company at its reasonable discretion and, in the event of a dispute, reviewed for appropriateness by the competent court. In the event of a breach of the obligations under this paragraph, a contractual penalty of at least EUR 5,000 is considered appropriate. The assertion of further claims for damages remains unaffected. Any penalty payment will be offset against further claims for damages, such as compensation.
§7 Data Protection
The contracting parties undertake to adequately protect all information, including personal data, that becomes known to them in connection with this agreement against access by unauthorized third parties.
The contracting parties are also obligated to maintain data confidentiality. The contracting parties will ensure that all persons entrusted with the execution of orders are bound to data confidentiality in accordance with the EU GDPR.
§8 Confidentiality
The contracting parties undertake to treat all information transmitted or disclosed within the scope of this License Agreement and its implementation as strictly confidential and not to disclose it to third parties. The contracting parties will accordingly oblige their employees and any third parties engaged in the performance of the agreement to maintain confidentiality. This confidentiality obligation shall remain in effect for a period of ten (10) years after termination of the agreement without limitation.
The only exceptions to this obligation are information that the recipient of the information can prove was known to them or was generally accessible to them at the time of transfer by the information provider, or that became generally accessible at a later date.
The Affiliate Partner's obligation also extends to affiliated companies ("Affiliates"). For the purposes of this confidentiality obligation, any company that is an affiliated company with the Affiliate Partner within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) is considered the recipient of information.
In the event of a culpable breach of the above-mentioned obligations, the Affiliate Partner shall pay the Company a penalty, the amount of which shall be determined by the Company at its reasonable discretion and, in the event of a dispute, reviewed for appropriateness by the competent court. In the event of a breach of the confidentiality obligations under this paragraph, a contractual penalty of at least EUR 5,000 shall be deemed appropriate. The assertion of further claims for damages remains unaffected. Any penalty payment shall be offset against further claims for damages, such as compensation.
§ 9 Final Provisions
Should any provision of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on a replacement arrangement that is as economically equivalent as possible.
Amendments and additions to these Terms and Conditions must be made in writing and signed by both parties. This also applies to amendments to this written form clause. The parties agree that a qualified electronic signature pursuant to Section 126a of the German Civil Code (BGB) satisfies the written form requirement.
§ 10 Applicable Law, Place of Jurisdiction
This contract shall be governed by the law of the Federal Republic of Germany in its application and interpretation, excluding the conflict of law rules of international private law and the UN Convention on Contracts for the International Sale of Goods. If both contracting parties are merchants, Düsseldorf shall be the exclusive place of jurisdiction.