Affiliates Terms and Conditions

The Wine Box Associate Program Agreement

Welcome to the Wine Box Associate Program Portal (the Associate Portal), where you can manage your interaction and relationship with our company (hereinafter interchangeably referred to as the company, we, us or our).

The Wine Box Associate Program provides any person or entity with the opportunity to monetize the traffic generated from their websites, social media and other online content (the Site(s)) by directing their audience to their recommendations of any product on our company’s website https://thewinebox.biz/ (the Wine Box Site) to earn a commission from each purchase made from a recommendation (a Confirmed Purchase). For further details, please ensure that you read Section 3 of this Agreement, carefully.

Any person or entity that intends to participate in the Wine Box Associate Program (the Associate Program and such person or entity being hereinafter interchangeably referred to as you, your, yourself, an Associate or the Associate) as an Associate and user of the Associate Portal, fully understands and agrees to comply with the terms and conditions of this Agreement including all Associate Program policies and guidelines as introduced or amended by our company, from time to time. Your acceptance may be confirmed by endorsing your electronic signature at the end of this Agreement (which shall be considered your original signature for all intent and purpose).

If an Associate is in breach of any of the terms and conditions of this Agreement, our company in addition to any other rights or remedies available to us, reserves the right to cease payment of any and all commission payable to the Associate under this Agreement. This shall be irrespective of whether or not such commission is directly or indirectly related to the Associate’s breach and without notice and prejudice to any of the company’s rights to recover damages in excess of this amount. For further details, please ensure that you familiarize yourself with Section 9 of this Agreement.

1. Application And Registration

Any person or entity may apply to participate as an Associate in the Associate Program by completing and submitting the application form available via the Associate Portal on The Wine Box Site. The company shall assess the application and notify the applicant of its acceptance or refusal.

At this stage, the applicant understands and accepts that (a) we are entitled at our discretion to reject an application should it not meet our requirements as detailed in Schedule 1 (b) we are entitled at our discretion to engage other applicants (c) it may reapply to participate in the Associate Program subject to its application meeting our requirements and (d) it may not apply to participate in the Associate Program if it is under eighteen (18) years of age.

Fortunately, employees of the company or family members of employees of the company are not excluded from applying to participate in the Associate Program. However, it is important to note that the company does not exercise any form of preferential treatment, nor does it tolerate any advancement using an unfair advantage. Should an employee of the company or a family member of an employee of the company wish to participate in the Associate Program, they shall be subjected to the same application process as all other applicants and all terms and conditions, and rules and regulations shall apply to them as they do to all other Associates.

In the instance that the applicant’s application is approved, and the applicant is registered as an Associate, in addition to the warranties provided in Section 7, the Associate represents, warrants and covenants that all the information provided to the company during registration is current and accurate and should such information change, the Associate shall notify the company immediately.

2. Professional Services

Once your registration is complete, we will grant you access to special links via the Associate Portal, to the Wine Box Site (the Wine Box Links) which you shall display (using only the link formats we provide) on your Site(s) to direct your audience to your recommendations on the Wine Box Site (your Professional Services).

When our customers access your Wine Box Links to purchase an item on the Wine Box Site, you will earn your commission from each Confirmed Purchase. In order to facilitate the effective rendering of your Professional Services, we may also make available to you data, images, text, widgets, marketing content, linking tools and other information in connection with your Professional Services (the Program Content).

As an Associate, you understand and accept that the customers who purchase products because of your Professional Services are customers of our company with respect to all activities they undertake in connection with us. Accordingly, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Wine Box Site will apply to those customers, and we may change them from time to time. You shall at all times promote the sale of our products at the prices published on The Wine Box Site from time to time, and you shall not be entitled to charge any fees to our customers or receive any further compensation beyond the commission payable by us, for your Professional Services.

The Associate Program at all times, maintains the highest standard of decency and requires the same of your Professional Services. As an Associate, you understand and agree that your Professional Services shall be appropriate, civil, tasteful and adhere to generally accepted standards of etiquette and behavior. All content emanating from your Site(s) must not (a) be offensive, obscene, indecent, pornographic or sexually explicit (b) depict violence of any nature in any form (c) be blasphemous or contradictory to any religion or race (d) be deceptive, fraudulent, threatening, abusive, menacing or hateful (e) constitute spam (f) be illegal, unlawful or infringe on any person’s or party’s legal rights or be capable of giving rise to legal action against any person or party or (g) infringe or breach any copyright, moral right, database right, intellectual property right, right of privacy, contractual obligation or court order.

As an Associate, you agree that your Professional Services will not direct your audience to the Wine Box Site by employing any methods that in our opinion are fraudulent for example “pay per click”.

Finally, you consent to (a) us sending you information relating to the Associate Program from time to time (b) us monitoring, recording, using, and disclosing information about your Site(s) that we obtain in connection with the rendering of your Professional Services (c) us reviewing, monitoring, crawling, and otherwise investigating your Site(s) to verify your compliance with this Agreement, and (d) us using, reproducing, distributing, and displaying your logo and implementation of Program Content displayed on your Site(s) as examples of best practices in our educational materials (if any).

3. Commission

The company shall pay your commission only in respect of purchases made on the Wine Box Site originating from your Wine Box Links. This means that a customer shall have to access your Wine Box Link, add an item or items to their shopping cart from the Wine Box Site, place an order for their item or items and pay for their order in full (without requesting for a refund or returning their order within the period specified in our company refund or return policy) resulting in a Confirmed Purchase, for you to earn your commission.

We pay our Associates their commission on the first Friday of each month and such payment is subject to the Associate’s performance in the preceding month. If you do not satisfy a minimum threshold of Kenya Shillings Five Thousand (Kes. 5,000) each month, your commission shall be rolled over into the subsequent month and the months thereafter until the threshold is met. To begin earning your commission, aside from the provision of your Professional Services, your account (the Associate Account) must also remain active for a minimum period of thirty (30) days from the date of registration. We have a one referral one commission policy whereby if a customer accesses your Wine Box Link and places multiple orders, you will only earn a commission on the first order i.e., for every single link, a commission shall be earned only from the initial order.

For the avoidance of any doubt, a Confirmed Purchase shall exclude any product from the Wine Box Site that (a) is purchased and either returned or results in a refund (b) is purchased by or on behalf of yourself (c) is purchased following activity on the Wine Box Site that is not directly referred by a Wine Box Link and (d) is purchased after the termination of this Agreement.

You understand and accept that (a) we reserve the right to reject orders that in our opinion do not comply with any requirements of the Wine Box Site (b) the commission payable to you shall be highlighted on the Associate Portal dashboard (c) we may at our discretion change the rate of commission and (d) we make no warranty or representation with regard to any potential revenues that may be earned pursuant to the Associate Program and no employee or other representative of the company is authorized to make such representations, in the event of which, you shall immediately notify us.

Any taxes and/or tax related obligations connected in any way to the Associate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us will be subject to all tax provisions, rules, regulations and guidelines stipulated by the Laws of Kenya.

Therefore, we shall deduct or withhold any taxes that we may be legally obligated to deduct or withhold from the commissions payable to you under the Associates Program. From time to time, we may request tax information from you and If we do and you fail and/or neglect to provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission payment until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information

4. Confidentiality

As an Associate, you agree not to at any time during this Agreement or after the termination of this Agreement, disclose to any person any confidential information concerning the business affairs, customers, clients, or suppliers of our company or of any member of the group of companies to which our company belongs including new business or product ideas or product lines except as expressly permitted by us. In return, we shall not at any time disclose to any third party any confidential information concerning yourself, your business affairs, and/or personal matters. The information we refer to in Section 2 does not qualify as confidential information.

The only circumstances under which either the company or an Associate may disclose confidential information are (a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the disclosing party's rights or carrying out its obligations under or in connection with this Agreement (but this shall be subject to approval) and (b) as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority provided that the disclosing party immediately notifies the other party concerned.

5. Independent Contractor

As an independent contractor, you understand and accept that you are a free agent, and you are not an employee of our company and nothing in this Agreement is intended to or shall be deemed to create a contract of employment or create an employer-employee relationship between yourself and us. You further understand and accept that nothing in this Agreement is intended to or shall be deemed to establish any ownership or control, directorship, partnership, shareholder relationship, joint venture or agency agreement between yourself and our company and you shall not (a) present yourself as an employee, owner, director, stakeholder or shareholder, agent or partner of the company (b) incur any debt, obligation or liability on behalf of the company (c) give any warranty or representation on behalf of the company or (d) negotiate or sign in the name of or on behalf of the company, any purchase order or document that could bind the company in any way.

As an independent contractor, you further understand and accept that as a free agent, the company has not granted you nor has it assigned to you any of its licensing rights (as particularized in Schedule 2) to acquire, sell or distribute alcoholic beverages in Kenya in your own individual capacity. For purposes of clarity, your Professional Services are only to be rendered as a promoter of the Wine Box Site.

6. Liabilities & Indemnities

To the maximum extent permitted by the Laws of Kenya the company shall not be liable for any matter directly or indirectly relating to the creation, development, maintenance, or operation of the Associate’s Site(s) or the Associate’s breach of this Agreement and the Associate agrees to defend, indemnify and hold the company or any member of the group of companies to which the company belongs, harmless from and against all claims, damages, losses, liabilities, costs and expenses (including legal fees) relating to (a) the Associate’s Site(s) or any materials that appear on the Associate’s Site(s), including the combination of the Associate’s Site(s) or those materials with other applications, content or processes (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of the Associate’s Site(s) or any materials that appear on or within the Associate’s Site(s) (c) the Associate’s breach of any term or condition of this Agreement (policies included) (d) the Associate’s taxes and/or duties for collection, payment or failure to collect or pay its taxes and/or duties or the failure to meet any tax registration obligation and/or duties and (e) the Associate’s employee’s or agents’ negligence or misconduct.

The company reserves the right to take legal action and perform any procedural act to exercise or defend a legal claim for the protection of its rights including for the purposes of enforcing this section.

7. Warranties

The Associate warrants, represents and covenants that (a) it has the legal capacity and is free contractually to enter into and to perform this Agreement and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent its doing so (b) it does not have any criminal convictions of any kind subsisting as at the date of this Agreement (c) its Professional Services will be wholly original (save to the extent that it incorporates material provided by us) and it will not infringe the copyright or any other rights of any third party (d) any rights it has granted to the company are vested in the Associate absolutely and it has not previously assigned, licensed or in any way encumbered itself (save under the terms of use of websites, and social media platforms where its content is posted) and it agrees not to do so in the future (e) it has disclosed in writing to the company all material facts that are relevant to its engagement as an Associate (f) it will participate in the Associate Program and create, develop and maintain, its Site(s) in accordance with the terms and conditions of this Agreement, (g) neither its participation in the Associate Program nor its creation, development or maintenance, of its Site(s) will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over it (including all such rules governing communications, data protection, advertising, and marketing) and (h) it has independently evaluated the desirability of participating in the Associate Program and is not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.

Finally, you warrant, represent and covenant that you shall comply with our company’s data privacy policies and guidelines to ensure that you and the company remain in compliance will all applicable data protection laws, including the protection of any personal data obtained in the rendering of your Professional Services and obtaining consent from persons or entities for processing of the same.

8. Intellectual Property

You understand and accept that we own and control all intellectual property rights related to the Wine Box including all content on the Wine Box Site itself. As such, you are not entitled to and shall not acquire any rights in respect thereof by virtue of rendering your Professional Services pursuant to the terms and conditions of this Agreement.

You understand and accept that subject to the terms and conditions of this Agreement and solely for the limited purpose of effectively rendering your Professional Services in connection with the Associate Program, we grant you limited permission only for the duration of this Agreement, to copy and/or display our trademarks, logos and other approved intellectual property on your Site(s). For the avoidance of any doubt, this permission shall be revoked either on termination of this Agreement or your breach of this Agreement also resulting in termination.

You understand and accept that do not have the legal capacity nor authority to (a) commit any act that damages our company’s intellectual property, name or reputation (b) commit any act that damages the intellectual property, name or reputation in respect of our company’s products and (c) attempt or seek to register any trademark, trade name or other intellectual property identical to or likely to be confused with any intellectual property owned by our company or in respect of its products.

9. Termination

Either the company or the Associate may terminate this Agreement by giving twenty-four (24) hours’ written notice. The only circumstances under which the company may terminate this Agreement immediately (but still by written notice) are if (a) the Associate fails to meet any performance targets set by the company (b) the Associate breaches one or more terms and conditions of this Agreement (c) the Associate purports to assign the company’s rights or obligations under the terms and conditions of this Agreement (d) the Associate is deceased or by any reason incapable of rendering the Professional Services (e) the Associate becomes bankrupt or any of its businesses become insolvent (f) the Associate commits a crime or has become involved in any situation or activity (including use or other association with illegal substances or illicit drugs) which tends in the opinion of the company to expose the company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Associate is rendering its Professional Services, or reflects unfavorably on the company's reputation or products or if any act or conduct of the Associate shall prejudice the production or successful sales and exploitation of the company’s products (g) in the company’s opinion, the Associate’s commission is derived as a result of an unfair advantage gained by virtue of the Associate being an employee of the company or a family member of an employee of the company or (h) you expressly reject any revisions to this Agreement.

Upon termination of this Agreement (a) the permission granted in Section 8 shall immediately be revoked (b) the Associate shall cease to render its Professional Services and remove all Wine Box Links from its Site(s) (c) within thirty (30) days of termination, dispose of in accordance with our directions, all advertising, promotional or sales material relating to the company’s products and all confidential information relating to the business of the company then in the Associate’s possession (d) the Associate shall not be entitled to claim and the company shall not be liable for any commissions in respect of any period after the date of termination or any costs, expenses, loss of sales, loss of goodwill, compensation, or any other claim whatsoever arising directly and indirectly from the termination (e) the company shall remit to the Associate any commissions earned as at the date of termination of this Agreement subject to the Associate having met the commissions threshold detailed in Section 3. Any commissions earned below the said threshold shall be forfeited and (f) any of the terms and conditions of this Agreement that expressly or by implication intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

The Associate understands and accepts that except as otherwise provided above, and to any rights or obligations accruing prior to termination, neither the Associate nor the company will have any further obligation to the other under the terms and conditions of this Agreement on termination

10. Dispute Resolution & Governing Law

In the event of any dispute or difference arising between the company and the Associate relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification or termination of this Agreement, the dispute shall in the first instance be referred to the company and the Associate for resolution. In the event of the dispute not having been resolved within seven (7) days of the date of such referral (or such longer period as both the company and the Associate may agree in writing), the dispute shall be submitted to alternative dispute resolution (ADR) in the following order: negotiation, mediation and finally arbitration. In the instance of the dispute being submitted to ADR, both the company and Associate shall bear their own costs.

Both the company and the Associate give their irrevocable consent to ADR, and neither the company nor the Associate shall be entitled to withdraw from such proceedings or to claim that it is not bound by this clause. Both the company and the Associate hereby irrevocably agree that the decision of a negotiator, mediator or arbitrator (a) shall be final and binding on each of them, save that they shall be entitled to appeal such decision (b) will be carried into effect and (c) will be made an order of any court to whose jurisdiction the company and the Associate are subject.

This Agreement (including its validity, existence and implementation, the interpretation and application of its provisions, the respective rights and obligations of the company and the Associate in terms of and arising out of the conclusion, breach and termination of the terms and conditions of this Agreement), shall be interpreted and governed in all respects by the Laws of Kenya

11. Miscellaneous

This Agreement is personal to the Associate and the Associate may not assign any of its rights or obligations, sub-contract or otherwise delegate performance of its obligations. The company may without the prior consent of the Associate, assign its rights and obligations to another company within the company’s group of companies.

We will ask for your express agreement to revise the terms and conditions of this Agreement within such period as we may specify and if you do not give your express consent to the proposed revisions within such period as we may specify, you shall be deemed to have consented. If you expressly reject any such revisions, you may be deemed by us to have terminated this Agreement and we may discontinue your participation in the Associate Program and terminate this Agreement.

No breach of any of the terms and conditions of this Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of the terms and conditions of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of terms and conditions of this Agreement.

This Agreement constitutes the entire agreement between the company and the Associate and supersedes any and all previous agreements between the company and the Associate.

If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the company and the Associate, in which case the entirety of the relevant provision will be deemed to be deleted).

All notices or other communications to be given under the terms and conditions of this Agreement to either the company or the Associate shall be made in writing and sent (a) to the company by email or to the Associate by email to the email address provided by the Associate during registration and as may be updated from time to time.

The Associate shall (a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption (b) comply with such policies relating to ethics, anti-bribery and anti-corruption as the company may provide to the Associate and update from time to time and (c) immediately report to the company any request or demand for any undue financial or other advantage of any kind received by the Associate in connection with the performance of this Agreement.

No variation of this Agreement shall be effective unless it is in writing and signed by the company and the Associate.

To the extent permitted by the Copyright Act (2001) of the Laws of Kenya, all title including but not limited to copyrights in and to this Agreement and any copies thereof are owned by the company. All title and intellectual property rights in and to the content which may be accessed through use of this Agreement is the property of the company and may be protected by applicable copyright of other intellectual property laws, conventions or treaties. This Agreement grants you no rights to use or reproduce its content. All rights not expressly granted are reserved by Dion Wine & Spirits East Africa Limited.

Schedule 1 Application Requirements

We are interested in Associates who would act as a value-add for our customers and if you are an enthusiastic, creative and passionate content creator or curator who would like to direct your audience to products on the Wine Box Site, we will be happy to have you on board.

After you submit your application, our team will assess the same and get back to you between seven (7) to fourteen (14) days from the date of submission. During our assessment, we will check your Site(s) as provided by yourself in your application to ensure that they meet our requirements. Your Site(s) must entail original content (even in the absence of advertising) and must be publicly available. We shall not accept Site(s) which in our opinion may expose the company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Associate is rendering its Professional Services, or reflects unfavorably on the company's reputation or products or if any act or conduct of the Associate shall prejudice the production or successful sales and exploitation of the company’s products.

This is what we would like to see for each of the below categories. Please review these carefully before your submission as we will reject applications if they do not meet these standards. Please also remember to keep your Site(s) updated so that we are reviewing current and accurate traffic sources.

Websites

Where websites are concerned (if you are the proprietor of one or more), we require that you are the proprietor of all your websites and that the content on all your websites must be recent (generally within the last thirty (30) days).

Social Networks

We accept the following social networks: LinkedIn, Facebook, Instagram, Twitter, YouTube, Snap Chat and Tik Tok and we are also happy to accept email marketing and advertisement. Your application must clearly list your social media pages’ exact URL and your social networks must be established with a substantive number of organic followers/likes. This information must also be publicly available, and you may not apply with a social media page where either your posts of the number of followers/subscribers are hidden from non-followers.

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