1.1 Heylink ApS, a Danish company with its address at Bredgade 23B, 4, 1260 Copenhagen, Denmark, duly incorporated under Danish Law at the Danish Business Authorities under Company Number (CVR-no.) 40007431 (hereinafter “Heylink”).
1.2 Heylink offers a service whereby Heylink monitors and tracks websites with editorial content (hereinafter a “Publisher”) so to that the Publisher may create a revenue stream from referrals to web shops (hereinafter “Merchants”) by earning a commission for referrals leading to a signup or a sale to the Merchants (hereinafter the “Service”).
1.3 The Publisher operates one or more websites with editorial content, be it a news site or a site for a particular group of interest, like a hobby, a condition, or another common interest, where the Publisher can publish articles mentioning products or services and where readers of the articles can buy them/it.
1.4 The Services provides articles mentioning products or services with links to Merchants who are participating in the advertising affiliate networks that Heylink cooperates with. The Services allows for tracking referrals if and when a user use a link in an article on the Publishers website to go to the Merchants in order to buy or subscribe for a product or service mentioned in an article.
2. The Service
2.1 The particular service within the Service to be provided by Heylink is described in detail in an offer or in an order confirmation to which are attached to these Terms of Service (hereinafter “Terms”).
2.1.1 Heylink will provide the Publisher with a script to be placed on the Publishers website which allows tracking of users that activate links on the website. The script will be a Heylink script and Heylinks description of the script may be found here, so the Publisher can use it in their cookie declaration.
2.1.2 Furthermore, Heylink will provide the Publisher with unique links for the user to activate to Merchants that either Heylink has a direct referral agreement with or who the affiliate network that Heylink is cooperating with has a referral agreement with.
22.214.171.124 Publisher understand that Heylink cannot guarantee that Heylink will be able to provide links to a particular Merchants but Heylink will use reasonable efforts to link to particular Merchants for instance in case of a review of a product or service with a particular Merchants.
2.1.3 The Service will also include access for the Publisher to a dash board, where the Publisher may monitor the performance of its websites, the different articles, number of links, conversions etc. Heylink will provide the Publisher with confidential login information to be used solely by the Publisher and for internal use only.
2.2 Heylink will constantly seek to work on improving the documentation for the conversion being due to the referral from the Publisher.
3. The Publishers responsibilities
3.1 The Publisher may not undertake the following activities:
3.1.1 Divert traffic to its own site in competition with a Merchant including but not limited to using search engines such as Google to bid on keywords in any way related to a Merchants-brand.
3.1.2 Use the articles with the links in e-mail marketing campaigns unless expressly agreed with Heylink.
3.2 The Publisher shall ensure that content on its website is not and cannot be seen as being of a pornographic, violent or discriminating in nature, contains obvious fake news, infringe third party rights, violates fundamental principles of law including but not limited to violating of third-party rights.
3.3 When operating web sites where the main audience are children (defined as a person under the age of 18) the Publisher shall ensure that not only the articles, but also the Merchants, are in full compliance with the applicable regulations on sale and marketing of products and services to children.
3.4 Publisher shall always comply with the Merchants guidelines on referrals.
3.5 Publisher is responsible for abiding by the applicable regulation on the use of tracking technology on its websites.
4. Heylink consideration and pay-out of revenue
4.1 The consideration to Heylink for providing the Service is a share of the revenue obtained tor the referrals. Unless otherwise agreed the split shall be 25 % to Heylink and 75 % to the Publisher.
4.2 Unless otherwise agreed al referrals shall be calculated and paid out in DKK.
4.3 Pay-out of revenue to the Publisher takes place on the 10. April 10, July, 10 October, 10 January based on the calculation of the revenue earned in the preceding quarter provided, however the following conditions are met:
4.3.1 The revenue to be paid out exceeds DKK 1,000/EURO 150 depending on the agreed currency.
4.3.2 That Heylink has received payment from the affiliate networks/Merchants involved in the referrals.
4.4 Heylink shall be entitled to add appropriate VAT to any part of the pay-out including but not limited to its consideration for the Service.
4.5 If the Publisher has not complied with the Merchants guidelines and the Merchants therefore denies to pay-out a commission, Heylink shall have the right to request the Publisher to pay its consideration and to refer the Publisher to pursue the claim for commission for the Merchants itself.
4.6 Heylink shall be entitled with binding effect for the Publisher to settle any disputes with an affiliate network or a Merchants on whether a referral from the Publisher entitles the Publisher to a provided commission, however that Heylink has used responsible effort to convince the affiliate network or the Merchant that the Publisher is entitled to a commission.
5. Providing content
5.1 If agreed with Publisher, Heylink will produce draft articles (hereinafter “Content”) and/or draft articles which are paid for by a Merchant or a product- or service owner (hereinafter “Product Placement”).
5.2 If and when Heylink produce draft Content and/or Product Placement, Heylink will always observe basic principles for journalism and make sure that the articles are a “free piece” of journalism but at the same time is written in such a way that it urges the user to click on the links.
5.3 If Heylink is producing a draft to a Product Placement article it is the sole responsibility of the Publisher to label the article correctly as an advertisement/commercial content.
5.4 Heylink will constantly work on improving the ability for an article to urge the user to link to a Merchant.
5.5 Unless otherwise agreed, agreements about content provided by Heylink, can be terminated by a party with a six-month written notice. If the parties have agreed on thresholds to be meet, e.g. number of readers per article, number of referrals, number of unique users on the Publishers website etc. the terms thereof will be described in detail in a separate e-mail . Noncompliance with the agreed thresholds shall allow Heylink to terminate the agreement on drafting articles with a notice of one (1) month.
6. Heylinks liabilities and responsibilities
6.1 Heylink cannot be held liable for:
6.1.1 The articles’ ability to create referrals,
6.1.2 Any broken links,
6.1.3 Publisher uses third-party scripts on the websites, causing a conflict with a Heylink script, whereby either the Heylink script or a third-party script malfunctions, so that referrals may not be reported or may not be reported correctly.
6.1.4 Missing declaration of third-party cookies used by Merchant or affiliate networks due to lack of information from the Merchant/affiliate network.
6.1.5 Any failure to monitor a conversion of a referral due to circumstances outside the control of Heylink,
6.1.6 Lacking payment from Merchants or and affiliate network
6.2 Heylink shall hold the Publisher harmless and indemnify the Publisher against any claims based on a substantiated allegation that an article produced by Heylink infringes a third party’s copyright and therefore is not a free creation by Heylinks employees or freelancers.
6.3 Heylink shall not be held responsible for any violation of any marketing regulation unless Heylink expressly has advised on an article’s compliance with the applicable marketing practice act.
6.4 Save for the liability under clause 6.2, Heylink’s total liability under these Terms is maximized to an amount of DKK 100,000 for the total duration of the period where Heylink has provided the Service to the Publisher.
7. Processing of personal data
7.1 Heylink does not collect or otherwise process personal data as defined in art. 4 of Regulation (EU) 2016/679 of the European Parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ,when performing the Service and therefore Heylink is depended on the ability of the affiliate networks and/or the Merchants to track and report back the conversion as Heylink’s script only monitors the traffic from the Publishers web site(s).
8. Term and termination
8.1 The Publisher can terminate the use of the Service at any time, upon a written notice to Heylink, except for content agreements as described in clause 5. by deleting the Heylink script.
8.2 Heylink may terminate the Publishers use of the Service with a six-month written notice.
8.3 In case of a material breach the party not in breach, may terminate the use of the Service without a notice provided however that the party in breach, has not remedied the material breach after having received a written notice from the party not in breach, of the material breach setting a remedy period of a minimum of ten working days and clearly stating the use of the Service will be terminated if the breach has not been remedied within the stated remedy period.
9. Choice of law and venue
9.1 These Terms and any disputes in connection with the delivery of the Service shall be governed by and construed in accordance with the substantive laws of Denmark (excl. CISG and renvoi).
9.2 Any dispute or claim arising out of or in connection with the delivery of the Service or the breach, termination or invalidity of the Terms shall be settled by arbitration in accordance with the “Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration)”. The tribunal shall be composed by three arbitrators appointed by the Institute. In case the Publisher is subject to any insolvency proceeding or suspends its payments, or if the monetary value of the dispute or claim does not exceed an amount equal to EURO 100,000, then arbitral proceeding shall be conducted as a simplified arbitration procedure. The chairman or the single arbitrator must be domiciled in Denmark. The language of the arbitration shall be Danish unless one of the parties’ request that the arbitration shall be conducted in English.
9.3 The place of arbitration shall be Copenhagen, Denmark. The proceedings and awards shall, save as may be required for defence and enforcement, be confidential.
9.4 If the dispute involves claims that Heylink has to direct to a third party with whom Heylinks does have an arbitration clause, Heylink may demand that the dispute is settled before the ordinary courts in Denmark together with the dispute with the third party against whom Heylink as a claim for payment or compensation directly linked to the claim from the Publisher.