Affiliate Programme Terms and Conditions

1. Definitions

1.1 Ecoparcel, we, us or our means Smartway Europe Limited, company number 08898147, operating the website www.ecoparcel.eu (the Site).

1.2 Affiliate, you or your means the business that has applied to and been approved for the Programme.

1.3 Programme means the Ecoparcel Affiliate Programme described on the Site and governed by these terms.

1.4 Referral Link means the unique tracking link or code issued to the Affiliate.

1.5 Referred Customer means a business that registers with Ecoparcel after following the Affiliate's Referral Link, where that referral is validly attributed under Section 5.

1.6 Qualifying Order means the first paid order placed and completed by a Referred Customer that meets the conditions in Section 6.

1.7 Commission means the amount payable to the Affiliate for a Qualifying Order, as set out in Section 7.

1.8 Attribution Window means the period, published on the Site, during which a click on a Referral Link remains eligible for attribution.

2. Eligibility

2.1 The Programme is open to businesses only. It is not open to consumers. Existing Ecoparcel customers who wish to refer friends should use the separate refer-a-friend programme available in their account.

2.2 Only businesses that are registered for VAT and can provide a valid VAT registration number may apply. The Affiliate must supply its VAT number, registered business name and registered address on application.

2.3 Ecoparcel will verify the VAT number provided against the relevant official register (for example VIES or the applicable national authority). Any application that does not include a valid, verifiable VAT number that matches the applicant business will be rejected.

2.4 The Affiliate must be lawfully established, must have the authority to enter into these terms, and must not be located in, or acting on behalf of any person in, a sanctioned or restricted jurisdiction.

2.5 Ecoparcel may decline any application at its discretion and may require re-verification of VAT status at any time. If the Affiliate's VAT registration lapses or is found to be invalid, Ecoparcel may suspend or terminate participation and withhold unpaid Commission.

3. Application, Verification and Approval

3.1 Participation begins only once Ecoparcel has approved the application in writing and issued a Referral Link. Submitting an application does not create a binding arrangement until approval is given.

3.2 The Affiliate warrants that all information supplied on application and during participation is complete, accurate and not misleading, and undertakes to keep it up to date.

3.3 Ecoparcel may carry out checks, including identity, VAT, anti-fraud and sanctions checks, before and during participation.

4. Your Affiliate Account and Referral Link

4.1 The Referral Link is personal to the Affiliate and must not be sold, sub-licensed, transferred or shared with any third party.

4.2 The Affiliate is responsible for all activity carried out through its Referral Link and for keeping its account credentials secure.

4.3 Ecoparcel may modify, suspend or re-issue a Referral Link where reasonably necessary, including for security, fraud prevention or technical reasons.

5. Tracking and Attribution

5.1 Referrals are tracked by a cookie set when a visitor follows the Referral Link. Attribution is on a last-click basis within the Attribution Window.

5.2 A referral will not be attributed where the visitor blocks, clears or refuses cookies, where another affiliate's link is followed more recently, or where tracking otherwise fails for reasons outside Ecoparcel's reasonable control.

5.3 Ecoparcel's records and tracking system are the definitive source for determining clicks, referrals, Qualifying Orders and Commission. The Affiliate accepts those records, acting reasonably, as conclusive save in the case of manifest error.

6. Qualifying Referrals

6.1 A referral becomes a Qualifying Order only where the Referred Customer is a new Ecoparcel customer, was validly attributed to the Affiliate, and completes and pays for its first order above any minimum order value published on the Site.

6.2 Commission is earned on activation, meaning when the Qualifying Order is paid and dispatched, and not on registration alone.

6.3 Self-referrals, referrals of existing or previous Ecoparcel customers, and orders placed by or for the Affiliate or its own group do not qualify.

7. Commission

7.1 Commission is the amount published on the Programme page at the time of the Qualifying Order, currently €25 for each Referred Customer that places a Qualifying Order, with no cap on the number of referrals.

7.2 Ecoparcel may vary the Commission rate, structure or model (for example a revenue-share arrangement) by agreement or by notice published on the Site. The rate in force at the time the Qualifying Order is placed applies to that order.

7.3 Commission is exclusive of VAT, which is dealt with under Section 8.

7.4 No Commission is payable other than as set out in these terms. Commission is the Affiliate's sole remuneration under the Programme.

8. Payment, Invoicing and VAT

8.1 Commission is paid in cash by bank transfer. It is not paid as account credit, and it is separate from any refer-a-friend balance reward.

8.2 Commission becomes payable only against a valid VAT invoice issued by the Affiliate to Ecoparcel for the confirmed Commission for the relevant period, or against a self-billing arrangement where Ecoparcel and the Affiliate have agreed one in writing.

8.3 Where VAT is properly chargeable on the Commission, Ecoparcel will pay the VAT in addition to the Commission on receipt of a compliant VAT invoice.

8.4 Ecoparcel may operate a minimum payout threshold and a regular payment cycle, both as published or notified. Confirmed Commission below the threshold may be carried forward until the threshold is met.

8.5 Ecoparcel may set off against any Commission any amount owed by the Affiliate, and may withhold payment pending verification, VAT validation, or investigation of suspected fraud or breach.

9. Reversals, Adjustments and Fraud

9.1 Commission may be withheld, reduced, reversed or clawed back where the underlying order is cancelled, refunded, charged back, unpaid, duplicated, fraudulent, or otherwise does not meet these terms.

9.2 Where Commission has already been paid in respect of an order that is later reversed under clause 9.1, the Affiliate shall on demand repay it or allow Ecoparcel to deduct it from future Commission.

9.3 Ecoparcel may withhold all Commission and terminate participation immediately where it reasonably suspects fraud, manipulation of tracking, or other serious breach.

10. Affiliate Obligations

10.1 The Affiliate shall promote Ecoparcel honestly, lawfully and in a manner that does not damage Ecoparcel's reputation.

10.2 The Affiliate shall comply with all applicable laws and codes, including advertising, marketing, e-privacy, consumer protection and data protection laws, and shall clearly disclose the affiliate or advertising relationship where required.

10.3 The Affiliate shall not make any representation, warranty or promise about Ecoparcel, its services, pricing or commission beyond what Ecoparcel has published or expressly authorised in writing.

11. Prohibited Conduct

11.1 The Affiliate shall not, and shall not permit any third party to:

• self-refer, or generate clicks, registrations or orders by artificial, automated, incentivised or fraudulent means, including cookie stuffing;
• bid on, or use in paid search, the Ecoparcel name, domain or confusingly similar terms, or direct-link from paid advertising, without Ecoparcel's prior written consent;
• send unsolicited or unlawful communications (spam), or use misleading, false or deceptive content, subject lines or domains;
• use coupon, cashback or trademark-bidding tactics that are not expressly permitted;
• register the Referred Customer itself, or otherwise interfere with the proper attribution of referrals.

11.2 Breach of this Section may result in forfeiture of Commission and immediate termination.

12. Use of the Ecoparcel Brand

12.1 Ecoparcel grants the Affiliate a limited, non-exclusive, non-transferable, revocable licence to use Ecoparcel's name and approved logos and creative solely to promote the Programme, in accordance with any brand guidelines Ecoparcel provides.

12.2 All goodwill arising from such use accrues to Ecoparcel. The Affiliate shall not register or attempt to register any Ecoparcel mark, domain or confusingly similar name. The licence ends automatically on termination.

13. Data Protection

13.1 Each party shall comply with applicable data protection law in relation to any personal data processed in connection with the Programme.

13.2 The Affiliate shall not transfer personal data of potential customers to Ecoparcel except as necessary for the Programme and lawfully obtained, and shall provide all notices and obtain all consents required for its promotional activity.

14. Confidentiality

14.1 The Affiliate shall keep confidential all non-public information disclosed by Ecoparcel, including commission terms, performance data and the workings of the Programme, and shall use it only for participation in the Programme.

15. Relationship of the Parties

15.1 The Affiliate is an independent contractor. Nothing in these terms creates any employment, partnership, joint venture or agency relationship, and the Affiliate has no authority to bind Ecoparcel or to incur any obligation on its behalf.

16. Liability

16.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded.

16.2 Subject to clause 16.1, Ecoparcel shall not be liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising in connection with the Programme.

16.3 Subject to clause 16.1, Ecoparcel's total aggregate liability in connection with the Programme shall not exceed the total Commission paid to the Affiliate in the 12 months before the event giving rise to the liability.

16.4 The Programme is provided on an "as is" basis. Ecoparcel does not guarantee any particular level of clicks, referrals, conversions or earnings, and may pause or withdraw the Programme at any time.

17. Indemnity

17.1 The Affiliate shall indemnify Ecoparcel against all losses, liabilities, costs and expenses arising from the Affiliate's promotional activity, its breach of these terms, or its breach of any applicable law.

18. Term and Termination

18.1 Participation continues until terminated. Either party may terminate on written notice. Ecoparcel may terminate or suspend immediately for breach of these terms, suspected fraud, or loss of valid VAT registration.

18.2 On termination the Referral Link is deactivated and the licence in Section 12 ends. Commission validly earned and confirmed before termination remains payable, except where forfeited under these terms.

18.3 Sections that by their nature should survive termination, including those on reversals, confidentiality, liability, indemnity and governing law, shall survive.

19. Variation and Changes to the Programme

19.1 Ecoparcel may amend these terms or the Programme by publishing an updated version on the Site. Continued participation after changes take effect constitutes acceptance of them.

20. Tax

20.1 The Affiliate is solely responsible for accounting for and paying all taxes, including income, corporation and VAT, arising from Commission, and for complying with its own tax and VAT-reporting obligations.

21. Governing Law and Jurisdiction

21.1 These terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales shall have jurisdiction.

22. General

22.1 These terms, together with the Programme details published on the Site, constitute the entire agreement between the parties in relation to the Programme.

22.2 The Affiliate may not assign or transfer its rights or obligations without Ecoparcel's prior written consent. Ecoparcel may assign these terms to a member of its group.

22.3 If any provision is held invalid or unenforceable, the remaining provisions continue in full force. No failure to enforce a right is a waiver of it. The Contracts (Rights of Third Parties) Act 1999 does not apply to these terms.