Terms and Conditions
User Terms and Conditions
for the Optimum Nutrition Affiliate Coaches Programme (the “Terms and Conditions”)
Effective from: 1.1.2019
These Terms and Conditions apply to your participation in the Optimum Nutrition Affiliates Coaches Programme (the “Programme”). Carefully read these Terms and Conditions, which represent a legally binding agreement between Glanbia Performance Nutrition (UK Sales Division) Limited, with a registered Company Number of 11010859 and its registered office at One Victoria Square, Birmingham, B1 1BD, UK (“We, “Our,” or “Glanbia”), and you (“You,” “Your” or “Participant”). By completing the online registration page to participate in the Programme, You agree that You have read, understand and agree to these Terms and Conditions.
1. Participation, Term, Termination and Modification.
Your participation in the Programme begins upon Our acceptance of Your registration in the Programme via the programme website available at https://on-coaches-programme.sales-promotions.com/en/customer-apply-for-promotion/?country_promotion=2 (“Programme Website”). A precondition for registration is the complete and truthful provision of the data required for registration, including information sufficient to confirm that any potential participant is 18 years of age or older, a resident of the United Kingdom and has the proper professional qualifications. We reserve the right to approve or reject any application to the Programme in Our sole and absolute discretion.
The term of this agreement shall begin upon Glanbia’s acceptance of Participant into the Programme and will end on 31 December 2019 or when terminated by either party (the “Term”). Either party may terminate this agreement immediately, at any time, with or without cause, by giving the other party written notice. Notice may be via email or by the posting of a termination notice on the Programme Website.
Please note that Glanbia reserves the right to change any of the Terms and Conditions, including the payment terms described herein, by posting new Terms and Conditions on the Programme Website. If any modification is unacceptable to Participant, Participant’s only recourse is to terminate this agreement. Participant’s continued participation in the Programme following Our posting of a change notice or new Terms and Conditions on the Programme Website and/or sending You a change notice via email will constitute binding acceptance of the change.
2. Independent Contractor; Tax Liability. Participant and Glanbia expressly acknowledge that the business relationship between them is that of independent contractors. Nothing in these Terms and Conditions shall be construed as to create an employer-employee or agency relationship or as to create a joint venture or partnership between the Participant and Glanbia. Participant acknowledges that, as an independent contractor, Participant is solely responsible for reporting and paying any and all taxes on Referral Fees received hereunder, and Participant shall defend, indemnify and hold Glanbia harmless from and against any and all tax liabilities and penalties and interest thereon applicable to Referral Fees earned hereunder.
3. Referral Fees; Payment.
Glanbia or its associated agencies will work in good faith, after Your acceptance into the Programme, to make a unique identifying code available to You (“Participant Code”). You will be responsible for (1) disseminating the Participant Code to Your clients; and (2) instructing anyone who receives the Participant Code to visit the Optimum Nutrition (“Brand”) website available at www.optimumnutrition.com/en-gb (the “Website”) and apply the Participant Code as a “coupon” during checkout.
Subject to these Terms and Conditions, Glanbia shall pay You a Referral Fee calculated as 10% of the Net Price of each Qualifying Transaction (the “Referral Fee”). “Net Price” means the sale price listed on the Website (less any coupon or customer discounts) and excludes amounts collected by Glanbia for VAT, shipping, handling, and amounts due to credit card fraud and/or bad debt. “Qualifying Transaction” means a purchase of Brand products made via the Website during the Term that meets the following criteria: (i) the purchase is made by a third party referred to Glanbia by Participant; (ii) the Participant Code is applied in the “coupon” field during checkout; (iii) and full payment for the purchase is remitted to Glanbia. Transactions that are cancelled or refunded are excluded.
If a Participant is a staff member at DW Fitness First, Nuffield Health, Pure Gym or Village Gym (“Affiliate Gym”), and Participant indicates the association during registration in the Programme, that Affiliate Gym will also receive a Referral Fee of 10% of the Net Price of each Qualifying Transaction. Glanbia is not responsible and We will have no obligation to pay an Affiliate Gym a Referral Fee if the association is not indicated in the registration form at the time of registration.
You and/or Affiliate Gyms may only earn Referral Fees with respect to purchases on the Website that input a valid Participant Code during checkout. We will not be responsible for Participant’s failure to properly instruct third parties on how to appropriately use the Participant Code, or for the failure of any individual to properly use the Participant Code during checkout. We will have no obligation to pay You and/or an Affiliate Gym a Referral Fee if a valid Participant Code is not used during checkout.
You and/or Affiliate Gyms are only eligible to receive a Referral Fee on sales occurring during the Term, and Referral Fees earned through the date of termination will remain payable only if the product orders that are not cancelled or refunded.
Referral Fees will be paid on a quarterly basis. No payment will be made to Participants for sales that result in refunds or returns and, in its own discretion, Glanbia may elect to withhold payment for a reasonable time to ensure against cancellations and refunds. Payments will be made to the bank account as nominated by Participant.
4. Programme Restrictions.
Your Participation will be terminated without notice if, in its sole discretion, Glanbia determines that You have breached any or all of the following Programme restrictions. PARTICIPANT WILL FORFEIT ANY ACCUMULATED REFERRAL FEES IF PARTICIPATION IS TERMINATED UNDER THIS PROVISION.
- Participants shall not market and/or sell any Brand products to individuals under the age of 18.
- Participants shall not conduct any paid search activity or bid on any terms related to Glanbia, the Brand or any Brand products or any common misspellings or confusingly similar phrases or trademarks on any pay-for-placement search engines, including but not limited to google.com, yahoo.com, ask.com, msn.com, etc., without prior authorisation.
- Participant shall not post their Participant Code on any “voucher,” “coupon,” and/or “deals” websites or similar third party sites.
- When posting any information referencing the Brand or any Brand products on blogs and news sites, social media or vlogs, Participants shall use #ad within the first 120 characters to identify the post as promotional material.
- Participants shall not engage in any inappropriate advertisements (e.g., false or misleading claims about Glanbia products).
- Participants shall not promote sexually explicit materials, violence, discrimination, illegal activities, or incorporate any materials that infringe or assist others in infringing any copyright, trademark or other intellectual property rights or violate the law.
- Participants shall not purchase, own or bid on any website domain names, sub-domain name or social media account names that include Glanbia intellectual property, including but not limited to the Brand or Brand product names.
- Participants shall not use their own code in order to receive Referral Fees on his/her own purchases.
5. Indemnification and Limitation of Liability.
Participant shall indemnify and hold harmless Glanbia and its parent and affiliate companies, officers, directors, employees, licensees, successors and assigns, from any and all liabilities, damages, fines, judgments, claims, costs, losses and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with Participant’s participation in the Programme due to negligence, misrepresentation, failure to disclose, or intentional misconduct of Participant.
GLANBIA AND ITS ASSOCIATED AGENCIES AND COMPANIES WILL NOT BE LIABLE FOR ANY LOSS (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF GOODWILL OR DAMAGE TO REPUTATION, OR LOSS OF PROFITS), EXPENSE OR DAMAGE HOWSOEVER CAUSED WHICH IS SUFFERED OR SUSTAINED (WHETHER OR NOT ARISING FROM ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY) IN CONNECTION WITH THE PROGRAMME, EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW. GLANBIA’S TOTAL LIABILITY TO PARTICIPANT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO FIVE HUNDRED POUNDS (£500.00).
6. We do not make, and expressly disclaim, all express or implied warranties or representations with respect to this agreement and/or Programme. In addition, We do not make, and expressly disclaim, any warranties and representations that the operation of Our Website, the Programme Website or any other webpages associated with the Programme will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors. Access to the Website, the Programme Website and any other webpages associated with the Programme are provided “as is.” We do not warrant or guarantee the availability or price of any particular product or that participating in the Programme will result in any specified amount of Referral Fees.
7. Intellectual Property. Glanbia hereby grants to You during the Term a non-exclusive, non-transferable, non-sublicensable royalty-free license to use Glanbia’s trade names, trademarks and service marks solely as is reasonably necessary to promote the Brand and Brand sales and to otherwise participate in the Programme. Except as set forth herein, You and We each receive all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and all other intellectual property rights). Use of the other’s marks except as expressly set forth herein is strictly prohibited.
8. Glanbia may assign this agreement at any time. You may not assign any right or obligation under this agreement without the prior written consent of Glanbia.
The promotional administrator for this programme is Interpay Sales Promotions, IDA Business & Technology Park, Ring Road, Kilkenny, Ireland. Interpay Sales Promotions will be handling the personal data for this programme.
Your personal information will be also send to Core Fulfilment, Units 1-3 Orion Park, Orion Way, Crewe ,CW1 6NG for the solo purpose of delivering the gift.
10. Force Majeure. Neither You nor We will be considered in breach of, or default under, these Terms and Conditions on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
11. If any provisions of these Terms and Conditions are judged to be invalid, illegal or unenforceable, this shall not affect or impact the continuation in full force and effect the remainder of the provisions.
12. Choice of Law. These Terms and Conditions are governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.