This Affiliate Terms of Agreement (the “Agreement”) contains the terms and conditions that govern your application and participation in Klas & Sylph’s Affiliate Program (the “Program”). This Agreement is made by and between Klas & Sylph (Thailand) Co., Ltd. or any of its Affiliate companies, as the case may be (“Klas & Sylph”, “we”, “our”, “us”), and you, as the applicant to our Program (“you”, “your”, “Affiliate”).
You must agree to abide by the terms and conditions contained in this Agreement in order to participate in our Affiliate program. Please read this Agreement carefully and thoroughly before registering to become our Affiliate.
By confirming your Affiliate registration with us, you agree to the terms and conditions of this Agreement, or by continuing to participate in the program following our modifications of Agreement, you (A) agree to be bound by this Agreement; (B) acknowledge and agree that you have independently evaluated the desirability of participating in our Program and are not relying on any representation, guarantee, or statement other than expressly set forth in this Agreement; and (C) hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you’re not a minor) and that you are and will remain in compliance with this Agreement, including our Affiliate Program Participation Requirements. In addition, if this Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.
In this Agreement, the following words have the following meanings:
“KS Site” means https://klas-sylph.co.th website and other websites that belong to Klas & Sylph.
“Site” means a website.
“Product” or “Products” means any item or items sold on the KS Site.
“Affiliate” means the person who has applied and been approved to become Klas & Sylph’s Affiliate.
“Affiliate ID” means a unique identification number assigned to each individual Affiliate.
“Affiliate Link”, “Affiliate Links”, or “Affiliate Link(s)” means Affiliate’s generated link(s) that is embedded with an Affiliate ID.
“Audience” means prospective Internet users who may have or have seen Klas & Sylph’s promotional content (e.g. online ads) delivered to them by Klas & Sylph or Affiliates and may eventually convert into customers.
“Customer” means an Internet user who has purchased Klas & Sylph’s product.
“Affiliated Customer” means an Audience who has completed his/her Qualifying Purchases, as defined in section 7.
“Commissions” means financial reward that Klas & Sylph recompense its Affiliates for successfully converting their audience into customers.
“Prohibited Paid Search Placement” means an online advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions.
“Proprietary Terms” means keywords, search terms, or other identifiers that include the word “Klas & Sylph”, “Burlin Sole”, or any other trademarks of Klas & Sylph or its Affiliates, or variations or misspellings of any of those words (e.g. “Klass & Sylp” or “Klas & Syplh”).
“Redirecting Link” means a link that sends users indirectly to the KS Site via an intermediate site, webpage, or social media account but without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage.
“Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
Description of the Program
The purpose of this program is to permit you to advertise our Products on your site or social media account and earn commission fees for Qualifying Purchases (defined in Section 7) made by your end users. In order to facilitate your advertisements of our Products, we may make available to you the data, text, images, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”).
To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site(s), social media account(s), and/or email address(es) that you use to register your social media account(s). You must provide us with the following documents:
- A signed photocopy of your citizen ID or passport.
- A signed photocopy of the first page of your book bank (for individual applicant)
- A signed photocopy of your business certificate (for corporate applicant)
These documents are to be mailed to the following address:
Klas & Sylph (Thailand) Co., Ltd.
5/2 Mu 11 Bangna-Trad Rd.
Samut Prakan 10540
We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site(s) and/or social media account(s) is unsuitable. Unsuitable sites or social media accounts include, but not limited to, those that:
- Promote or contain sexually explicit materials;
- Promote violence or contain violent materials;
- Promote or contain libelous or defamatory materials;
- Promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promote or undertake illegal activities;
- List coupon codes or discounts that are NOT officially provided by us;
- Are directed towards individuals under the minimum age as required by applicable law;
- Include any trademark of Klas & Sylph or its Affiliates, or a variant or misspelling of a trademark of Klas & Sylph or its Affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
- Otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement without prior notice.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of site(s) and/or social media account(s) is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address associated with your Affiliate account. You will be deemed to have received all notifications, approvals, and other communications sent to the email address, even if the email address associated with your account is no longer current.
Affiliate Dashboard & Affiliate Link
After you have been notified that you have been accepted into the Program, you will be granted access to your Affiliate Dashboard which gives you a summary of your affiliated marketing performance, including but not limited to clicks, conversions, earned commissions, and paid commissions. You will also have access to an Affiliate Link generator tool on your Affiliate Dashboard.
You may earn your commissions as described in Section 7 and only with respect to activity on KS Site occurring directly via your own Affiliate Link(s). We will have no obligation to pay you your commissions if you fail to properly format the links on your site(s) and/or social media account(s) to our KS Site as Affiliate Links.
By participating in our Program, you agree that you will comply with our Affiliate Program Participation Requirements, policies, guidelines, specifications, user manuals, supporting materials, and other terms and conditions that we make available to you and are relevant to this Agreement.
You will provide us with any information that we request to verify your compliance with this Agreement. In addition to any other rights or remedies available to us, we may terminate this Agreement and/or withhold (and you agree that you are not eligible for) any commissions payable to you under this Agreement if we determine that you or other persons that we determine to be Affiliated or acting in concert with you (whether in respect to any existing or previously terminated Affiliate account) have not complied with any requirement or restriction described in our Affiliate Program Participation Requirements or have otherwise violated this Agreement.
Klas & Sylph will be solely responsible for processing every order placed by a customer via Affiliate Links. We reserve the right to reject orders that do not comply with any requirements on our Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and commissions accrual purposes and will make available to you reports summarizing those Qualifying Purchases on your Affiliate Dashboard.
We will pay you 15% commissions on Qualifying Purchases as defined at the end of this section, unless agreed otherwise. Commissions may change for some or all products at our discretion. Commissions may increase for a limited time on special promotions of all or some products, after which they will return to the regular 15% commission rate. Commissions are calculated from net price exclusive of VAT, regular discount, coupon discount, and discount from redeeming reward points. A shipping fee (if any) and additional discount that may be offered to customers for choosing certain payment option (e.g. direct bank transfer) will not have impact on Affiliate commissions.
A customer visited https://klas-sylph.co.th site through your Affiliate Link and completed her purchase of a product that has a regular price inclusive of VAT of THB 2,450 and a sale price inclusive of VAT of THB 1,950. The customer also redeemed a THB 200 discount coupon during her purchase and made her payment via direct bank transfer, the payment option which gave her additional discount of 2%. In this case, your Affiliate commission would be calculated as the following:
= (sale price before VAT – THB 200 coupon discount) x 15%
= [(1,950 – 200)/1.07] x 15%
= 1,635.51 x 15%
The 2% discount given to the customer for making payment via direct bank transfer has no impact on the commission calculation.
A customer visited https://klas-sylph.co.th site through your Affiliate Link and completed her purchase of a product that has a regular price inclusive of 7% VAT of THB 2,000 and a sale price inclusive of VAT of THB 1,200. Because the cart value is below THB 1,300, a shipping cost of THB 100 applies. Assuming that the customer didn’t redeem any discount coupon or loyalty points, your commission would be calculated as the following:
= sale price before VAT x 15%
= 1,200/1.07 x 15%
The shipping fee of THB 100 has no impact on the commission calculation.
Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when all of the following criteria are satisfied:
- A customer clicks through your Affiliate Link on your site or social media account to KS Site and completed his/her purchase on KS Site within 30 days.
- The customer does not cancel or request for a refund within 7 days after his/her purchase.
- Your Affiliate Link was the last Affiliate Link that the customer clicked through before completing his/her purchase (i.e. the customer might have visited the KS Site a few times through several Affiliate Links generated by different Affiliates before completing the purchase. In such a case, the commission will be awarded to the Affiliate whose link was the last Affiliate Link that the customer clicked through before completing the purchase.)
If a customer clicks through the same Affiliate Link to the KS Site, the Affiliated session (“Session”) will be extended by 30 days, or until the customer clicks through a different Affiliate Link which does not belong to you to the KS Site. Affiliate Links that are tied to successful customer’s purchases will automatically expire after those purchases are successfully completed.
Qualifying Purchases exclude, and we will not pay commissions on any of, the following:
- Any Product that is purchased from the KS Site after the expiration of the applicable Session even if your Affiliate Link to the KS Site was the last Affiliate Link that the customer clicked through before completing his/her purchase;
- Any Product purchased that is not correctly tracked or reported due to your Affiliate Link not being correctly formatted;
- Any Product purchased through an Affiliate Link that violates the terms of this Agreement;
- Any Product purchased after termination of this Agreement;
- Any purchase order that is cancelled or returned (except the cancellation or return of goods that is due to our fault, e.g. defective or wrong Product); and
- Any Product purchased by a customer who is referred to the KS Site through any of the following:
- A Prohibited Paid Search Placement;
- A Redirecting Link;
- An online directory;
- An online marketplace;
- A web board/online forum; or
- A spammy website.
We will pay you commissions on a monthly basis for Qualifying Purchases shipped in a given month. We will pay you approximately on Day 10 in the following month via direct bank transfer to your bank account. If Day 10 happens to be a non-business day (e.g. Saturday, Sunday, or Public Holiday), we will pay you on the upcoming business day instead. If you have not provided us with your bank account number that you wish us to transfer your commissions to, we will withhold any unpaid accrued commissions until you have done so.
We will directly deposit the commissions that you’ve earned into the bank account that you designate, but may accrue and withhold commissions until the total amount due to you is at least THB 800.-, otherwise a commissions withdrawal fee of THB 150.- may apply.
If a customer cancels or returns his/her order after a commission has been paid to you, this “unearned” commission amount will be deducted from your Affiliate account or billed to you on the next payment date.
If you have not earned any commission or your accumulated commission for the last 365 days prior to any given month is less than THB 800, then on the first day of that calendar month we may charge you an account maintenance fee which will be deducted from your unpaid accrued commissions and/or terminate your Affiliate account. The account maintenance fee will be the lesser of THB 800 or the amount of accrued commissions withheld in your Affiliate account.
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. Payments made to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of amounts payable under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commissions until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain the tax information.
Policies and Pricings
Customers who buy Products through this Program are our customers with respect to all activities they undertake in connection with the KS Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the KS Site will apply to those customers, and we may change them at any time.
Identifying Yourself as an Affiliate
You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
In connection with your participation in the Program, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgements, decisions, and other requirements of any governmental authority that has jurisdiction over you.
Term and Termination
The term of this Agreement will begin upon our approval of your application to participate in our Program and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Agreement, any and all licenses you have with respect to the Content will automatically be terminated and you will immediately stop using the Content and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program. We may withhold accrued unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid (e.g. to account for any cancellations and returns). The termination of this Agreement will not relieve either party of any liability for any breach of, or reliability accruing under, this Agreement prior to termination.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised Agreement on the KS Site or by sending notice of such modification to you by email to the email address that is associated with your Affiliate account (any such change by email will be effective on the date specified in such email and will in no event be less than two weeks after the date the email is sent). Modifications may include, for examples, changes to the Affiliate commissions schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
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 you and us or our respective Affiliates. You will have no authority to make or accept any offers or representations on our or our Affiliate’s behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict against anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE KS SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE KS SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE KS SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE KS SITE, ANY AFFILIATE LINKS, LINK FORMATS, CONTENT, KLAS-SYLPH.CO.TH DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE KLAS & SYLPH MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OR THE KS SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court. The Arbitration Act of Thailand will govern this Agreement and any dispute of any sort that might arise between you and us.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial with exception to an infringement or infringements or other misuse of our intellectual property rights.
You acknowledge and agree that we and our Affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with your site. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion. All non-public information provided by us in connection with the Agreement is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party or use the same for any purpose other than your performance under this Agreement, the restrictions which will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties