Terms & Conditions

Advertising Materials: all promotional and marketing content including but not limited to text, artwork, images, graphics, and other materials (e.g., links, banners, landing pages) provided to Affiliate Partner and/or developed by Affiliate Partner for the purpose of generating leads to products and services of 52North. The Affiliate Partner shall comply with any restrictions with respect to the Advertising Materials imposed on it by or on behalf of the 52North.

Affiliate Partner: a natural person or legal entity that has entered into or wishes to enter into an Agreement with 52North, including any sub-affiliates.

Agreement: the agreement for each Campaign (including any amended, subsequent or further agreements) as recorded in the Platform and other written communication between authorized representatives of the Affiliate Partner and 52North such as email, Skype and Telegram together with these General Terms, under which the Affiliate Partner performs the Services.

Campaign(s): online advertising campaign(s) for a product or service of 52North performed by the Affiliate. The Campaign is further detailed in the Agreement and accessible via a specific link.

Cap: the maximum number of actions or leads 52North will accept for a specific Campaign in one calendar day or other agreed period as stated in the Agreement. Affiliate Partner will not be compensated for actions or leads generated in excess of the Cap.

Chargeback Amounts: process allowing a customer to dispute a credit card or other monetary transaction and have money returned to them.

Confidential Information: all non-public information disclosed (whether in writing, orally, electronically or otherwise) by 52North to Affiliate Partner before and during the Agreement and that is marked or otherwise designated as ‘confidential’ or ‘secret’, or by its nature should be considered confidential at the time of disclosure, thereby including, without limitation: unique business methods, marketing or promotional activities, financial/pricing information, business relations, publishers, employees, processes, and methods.

Conversion: the point when a user successfully performs a desired action as set by 52North in the Agreement. Actions upon which the Agreements are for example: CPA (Cost Per Action) or CPL (Cost Per Lead). Conversion can be considered respectively: action or lead.

Fees: the fee(s) due by 52North to Affiliate Partner for the performance of the Services under the Agreement, including payments costs if agreed between the Parties.

Fraud Ratio: the ratio of Fraudulent Transactions to non-Frauduent transactions.

Fraudulent Transactions: one of more transactions made in the execution of the Agreement that are flagged by Clients and/or banks as fraudùlent.

GDPR: Regulation (EU) 2016/679, the General Data Protection Regulation.

General Terms: these general terms and conditions of 52North.

Intellectual Property Rights: all rights of intellectual property and related rights, such as copyright, trademark rights, design rights, trade name rights, database rights and rights to know-how.

Offer URL: an URL provided by 52North to Affiliate Partner that Affiliate Partner must include in a specific Campaign. The URL embeds a tracking tool used by 52North to measure Statistics.

Parties: 52North and Affiliate Partner together.

Platform: third party marketing platform designated by 52North that Affiliate Partner is required to use in connection with the Services. The Platform contains relevant information such as offer URLs, KPI’s, statistics and payment information.

Qualified Conversion: an individual person who (if applicable) accesses the Offer URL and took the required action that is needed for the Conversion to take place, is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, completes all of the information required for such action within the time period allowed by 52North and is not later determined by 52North to be fraudulent, incomplete, unqualified, duplicate and not reaching the KPI’s or otherwise in breach of the Agreement.

Statistics: statistical data collected by the Platform and any other systems used by 52North in the performance of the Agreement.

Services: online marketing services provided by the Affiliate Partner as described in the Agreement for the benefit of 52North.

52North: 52North B.V., having its registered office in Amsterdam and principal place of business in Amsterdam (1015 AE) at the address Singel 126, Amsterdam registered in the trade register of the Chamber of Commerce under number 88432041.

These General Terms are applicable to all quotations and Agreements concerning the provision of Services by Affiliate Partner(and its sub-affiliates) to 52North, irrespective of whether these were made or came into being verbally, in writing, electronically or in any other form.

52North explicitly rejects the applicability of any general terms and conditions of Affiliate.

These General Terms may be unilaterally amended by 52North from time to time. Any amendments will be announced via e-mail and will be applicable after ten business days. In case the Affiliate Partner does not accept the changes, the Affiliate Partner may immediately terminate the Agreement by serving written notice within the period of ten business days.

In case of conflict between these General Terms and the written agreement(s), the written agreement(s) will prevail.

The Parties act as independent contractors under the Agreement. Nothing shall be deemed to establish an employment relationship, joint venture or partnership between the parties.

52North shall thoroughly test its tracking links to ensure correct functionality.

52North shall provide the Affiliate Partner with all information necessary for a proper performance of this Agreement by the Affiliate.

52North accepts to pay the Fees to the Affiliate Partner for Qualified Conversions under the terms of this Agreement.

Affiliate Partner shall perform its obligations under the Agreement in a professional and workmanlike manner in accordance with the terms of the Agreement and the standards of performance considered generally acceptable in the relevant industry for similar services. In the absence of a detailed specification for the performance of any portion of the Agreement the applicable specification shall be the generally accepted industry standard.

All deadlines in the Agreement are final, unless expressly agreed otherwise in writing.

The Affiliate Partner warrants that any information provided to 52North regarding its services and activities (or the services of its sub-affiliates) in the performance of the Agreement and/or the Affiliate’s business shall be complete, accurate and true. The Affiliate Partner shall promptly inform 52North of any change in this information.

The Affiliate Partner shall not modify or change the Advertising Materials and/or Campaigns without the prior written consent of 52North if: (i) the changes might violate restrictions set by 52North and/or (ii) if Intellectual Property Rights of 52North are used in the Advertising Materials and/or Campaigns.

The payment of Fees is conditional upon actions performed and data or information delivered by the Affiliate, as stipulated in the Agreement. The Affiliate Partner accepts the proper fulfilment of these actions as conditions of payment.

The Affiliate Partner will not engage in fraudulent, deceptive, misleading or otherwise inappropriate activities. Such activities include but are not limited to:

• placing one or more Offers URLS on incentivized websites without 52North’s prior written consent;
• generating multiple leads using proxy servers;
• generating traffic in a manner other than as set forth in the Agreement;
• using fake redirects, automated software, or fraud to generate clicks or leads from the Campaign;
• using bots to automatically create Conversions; or
• using any other way to artificially inflate revenues or disadvantage 52North in any other way.

The Affiliate Partner will comply with all applicable laws, rules and regulations and any policies, guidelines, code of conducts and instructions given by 52North with regard of the production, modification and/or publication of the Advertising Materials and Campaigns. Applicable laws include but are not limited to the BCAP (Broadcast Committee of Advertising Practice) and CAP (Committee of Advertising Practice) governing the transmission of unsolicited commercial electronic mail messages or so-called spam, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), email and Internet-based marketing (this includes without limitation the Telemarketing Sales Rules of the United States Federal Trade Commission); as well as marketing to minors.

Affiliate Partner guarantees towards 52North:

• the Advertising Materials and/or Campaigns shall be in compliance with any and all applicable laws and regulations in the countries where the Advertising Materials and/or Campaigns will be placed and do not contain false, untrue or misleading information;
• that the Advertising Materials and/or Campaigns shall not be discriminating, offensive, inappropriate or prohibited in any way.

Any websites, e-mails, advertisements, links, or other media properties used by Affiliate Partner to promote, display or transmit Campaigns must meet the following requirements:

• not include content that is deceptive or misleading or otherwise fails to comply with applicable consumer protection laws;
• not infringe upon the Intellectual Property Rights of any third party;
• not contain content that is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, violent, discriminatory, pornographic, hate speech, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of 52North;
• not offer incentives, points, rewards, cash, or prizes to consumers in return for their response to the advertisement;
• not spawn malicious, false, or deceptive pop-ups or exit pop-ups;
• not serve advertisements, or drive traffic to advertisements, using any spyware or similar downloadable application;
• not use any methods to generate leads or sales that are not initiated by the affirmative action of a consumer;
• not constitute any advertising via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages);
• not promote any illegal activity including without limitation the promotion of illegal substances, software piracy, or hacking;
• not contain malware or adware;
• not spoof, or redirect, traffic to or from any websites not specifically designated by 52North as a landing page.

In the event 52North receives a ‘notice and takedown’ and/or complaint request (for alleged unlawful or inappropriate content) regarding the Advertising Materials and/or Campaigns produced and/or placed by Affiliate, 52North will inform Affiliate Partner thereof and will request immediate appropriate action from Affiliate.

In the performance of this Agreement, the Parties (could) choose to use a third party Platform that is not owned or operated by 52North. The (user) terms and conditions of the Platform provider will apply to each of the Parties. Affiliate Partner is at any times responsible for using the Platform in accordance with its terms of use.

Insofar the Affiliate Partner is using the Platform under a license of 52North, 52North will grant the Affiliate Partner the (non-exclusive, non-transferable, non-sublicensable) right to use the Platform under the terms of this Agreement, solely in the performance of the Agreement and for the term of this Agreement.

52North makes no warrants or representations about the Platform (including but not limited to fitness for purpose, availability, recovery of data, security). 52North is not liable for any damage (including loss of data) suffered by the Affiliate Partner due to the use of the Platform.

Affiliate Partner shall keep the account data (login and password) for the Platform strictly confidential and inaccessible from any unauthorized party. In the case there is suspicion of misuse or theft of the login data, Affiliate Partner must immediately inform the Platform and 52North so that access to the Platform can be blocked or any other appropriate measures can be taken. The Affiliate Partner is liable for the use of the Platform with its account.

The Affiliate Partner shall deliver the data as agreed under the Agreement to 52North through the Platform or in another way agreed by the Parties. The Platform or 52North shall keep records of the Campaign Statistics used to calculate Fees, which will be available to the Affiliate Partner through the Platform.

In case there’s a discrepancy in data tracked by 52North and the tracker of the Affiliate, data reported by 52North will prevail unless proven otherwise by the Affiliate.

Fees are only payable for Qualified Conversions. It is understood that Qualified Conversions (and thus the amount of Fees) are measured by Postback URL tracking or any other kind of tracking mechanism. The Parties acknowledge that postback data is used to determine the amount of Fees. For this reason, except for any situations of fraud or other cases in which postback data is demonstrably incorrect (eg technical errors) and Fees can be disputed, postback data is relied upon to calculate the Fees and 52North is only responsible for paying Fees for postbacks tracked by the Platform or any other system assigned by Parties.

Fraud Ratio’s and Chargeback Amounts that are considered normal or expected by 52North for a Campaign are acceptable and shall not affect the amount of Fees. In case of suspicious/abnormal Chargeback Amounts and/or above-average Fraud Ratio’s, the amount of Fees will be corrected for Conversions related to Chargeback Amounts and/or Fraudulent Transactions. 52North reserves the right to withhold payments after subjecting written proof to the Affiliate Partner of abnormal Chargeback Amounts and/or Fraud Ratio’s. To clarify: Fraud Ratio’s and/or Chargeback Amounts are considered normal if they are in line with the average Fraud Ratio’s and/or Chargeback Amounts with other Affiliate Partners working on the same or comparable campaigns. Fraud Ratio’s and/or Chargeback Amounts are considered abnormal if they deviate materially from the average Fraud Ratio’s and/or Chargeback Amounts with other Affiliate Partners working on the same or comparable campaigns.

All Fees are, unless expressly stated otherwise, in Euro’s, excluding sales tax (VAT) and other levies. The Fees are calculated based on the rates as listed in the Agreement.

Affiliate Partner shall issue invoices for the Fees to 52North. Said invoices must be based on the Statistics. Affiliate Partner shall send the invoices periodically (depending on what is agreed between the Parties) to 52North per e-mail.

52North reserves the right to withhold, dispute and/or settle payment of the Fees in case of a (justified suspicion of) breach of the Agreement by the Affiliate, provided that 52North provides proof of such claim.

Payment of Fees shall only be made by 52North when the amount of outstanding Fees is more than EUR 1000. The total amount of undisputed outstanding Fees will be paid within the payment term of the final invoice of the Affiliate Partner(in case of termination of cooperation), irrespective of the amount.

52North is entitled to charge the Affiliate Partner a fee of EUR 25 each wire payment, to be settled with or deducted from the Fees. 52North is entitled to unilaterally change the transaction fees from time to time.

The Affiliate Partner warrants that it shall not infringe upon the Intellectual Property Rights of 52North and/or any third party in the performance of this Agreement. The Affiliate Partner shall indemnify and hold harmless 52North from and against damages, losses, fines or other cost in relation to claims from third parties for an (alleged) infringement of Intellectual Property Rights by the Affiliate Partner in the performance of this Agreement.

The Intellectual Property Rights created or developed by the Affiliate Partner related to the Advertising Materials and the Campaigns in the performance of the Agreement – excluding any Intellectual Property Rights of 52North or its clients used in the Advertising Materials and the Campaigns – shall vest solely in the Affiliate Partner.

Nothing in these General Terms is intended to include the transfer of any Intellectual Property Rights owned by 52North or their respective licensors, to the Affiliate, or a third party.

All licenses granted by 52North to Affiliate Partner under the Agreement will lapse by operation at the end of the Agreement and/or Campaign(s) law.

Each Party shall comply with its obligations under the applicable privacy and data protections laws such as the GDPR.

Each Campaign shall constitute a separate Agreement that is entered into for the definite period of the Campaign mentioned in the Agreement or failing such period – until the live date of the Campaign determined by 52North, unless otherwise agreed. Either party may terminate an Agreement prematurely at any time without reason by giving a 2 (two) working days’ written notice to the other party. In such case any undisputed Fees must be settled within 15 (fifteen) working days as from the date that the termination becomes effective.

52North has the right to immediately suspend the provision of services by the Affiliate Partner at the instruction of the Adviser or for any other reason that justifies such suspension. 52North shall not be liable for payment of damages, cost or any other payments to the Affiliate Partner in relation to suspension or premature termination of the Agreement.

Both Affiliate Partner and 52North may terminate an Agreement with immediate effect by giving written notice to the other party in the following situations:

• In the event of an attributable failure to perform the Agreement by the other party provided that the other party has first been given notice of default in writing and – insofar as remedying is possible – it has been given a reasonable period in which to perform its obligations and it still fails to perform its obligations properly at that time.

• The other party is in suspension of payment or bankruptcy of the other party has been applied for.

• The other party has ceased to exist or no longer carries out any activities.

• These General Terms are without prejudice to the termination options available to 52North and Affiliate Partner by law.

Liability of 52North and its partners for indirect damage such as consequential damage, loss of profit and missed turnover, is excluded.

The total contractual and extra-contractual liability of 52North in respect of each Agreement shall be limited to compensation for direct damage up to the amount paid out by 52North’ liability insurance in the relevant case, plus the applicable excess. If there is no insurance cover for 52North’s liability, 52North’s total liability for direct damage under the Agreement – as a result of one or more damaging events – shall be limited to the Fees paid in the three months preceding the (first) liability-causing event. The limitation or exclusion of liability referred to in this Article shall not apply to the extent that the damage is the result of wilful misconduct or gross negligence by the management of 52North.

Affiliate Partner shall indemnify and hold 52North harmless from and against claims for damages and costs by other third parties in respect of any act or omission by the Affiliate Partner in breach of the Agreement.

The Parties shall keep confidential all Confidential Information of the other party;

With respect to the Confidential Information, the receiving party:

• shall not use or disclose such Confidential Information for any purpose except as necessary to fulfil the Services, or other obligations under the Agreement, or as required by law;
• shall limit access to the Confidential Information solely to employees, agents or any other person who need to obtain such access to fulfil the Services or any other obligation under the Agreement, and
• shall require its employees, agents and other persons who have access to the Confidential Information to abide by at least the same level of confidentiality obligations in these General Terms.

The receiving party shall be liable for any breach of the confidentiality obligations under this Article by any of its employees, agents or any other person who obtained access to the Confidential Information.

Confidential Information shall not include information that is or has become publicly available through no fault of the receiving party or that was or has been rightfully and independently developed or obtained by the receiving party free from any duty of confidentiality.

The Parties are not liable if they cannot fulfil their obligations under the Agreement as a result of a force majeure situation. Force majeure includes in any case, but is not limited to what is understood in this respect in the law and jurisprudence, (i) computer hacks, (ii) government measures, (iii) electricity failure, (iv) failure of internet, data network and telecommunication facilities (e.g. due to cyber-crime and hacking), (v) natural disasters, (vi) war and terrorist attacks, (vii) general transport problems, (viii) strikes, (ix) fire, and (x) epidemics and/or pandemics.

The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to terminate the Agreement, without any obligation to pay compensation to the other party.

Affiliate Partner shall not be permitted to assign their rights and/or obligations under this Agreement to another party without the written consent of 52North.

If one or more provisions of these General Terms are partially or wholly void or annulled, the remaining provisions of these General Terms shall remain in force, and the void/annulled provision(s) shall be replaced by a provision with the same purport as the original provision.

No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such right. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

Upon termination of the Agreement as a whole, regardless of the reason thereof, the Articles that are intended to survive the termination of the Agreement, shall remain applicable and in full effect. This in particular entails Article 9 (Intellectual Property Rights), Article 13 (Confidentiality) and Article 15 (Miscellaneous).

The Agreement is subject to the laws of the Netherlands. All disputes which may arise from the Agreement shall be resolved exclusively by the competent court in Amsterdam. In deviation of the exclusive jurisdiction of the court in Amsterdam, 52North may choose to file a claim with the competent court in the place of business of the Affiliate.