Effective Date: 16th February, 2022
Terms & Conditions
This page explains the Terms & Conditions that govern Incitement’s Partner Program on https://partner.theincitement.com. When you (“The Partner”) use Incitement’s Partner Program, you’re agreeing to all the terms & conditions on this page. Some of them need to be expressed in legal language, but we’ve done our best to offer you clear and simple explanations of what everything means — hence the brief summaries in these blue boxes. The summaries, for the record, are not part of the official legal terms.
For the purposes of these Terms, the Partner shall also be known as (“you”, “your” or “Partner”) and Incitement Sdn Bhd shall be known as (“we” or “us” or “our” or “Incitement”)
We shall be entitled to change these Terms at any time at our sole discretion. If we do, we’ll let you know about any material changes, either by notifying you via the Program website or by sending you an email. New versions of the terms will never apply retroactively — we’ll tell you the exact date they go into effect. If you keep using Incitement after a change, that means you accept the new terms.
Incitement reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms and the Referral Fee. Changes to these Terms will take effect at the latest seven (7) days from notification by notice to the Partner or posting on the Platform or otherwise. Changes to Referral Fee may be posted without notice and shall have immediate effect. The Partner is responsible for reviewing notices, Terms and the Referral Fee structure. The Partner’s continued participation in the Program following the changes taking effect will constitute the Partner’s acceptance of such changes and if the Partner does not agree to any changes, the Partner must discontinue its participation in the Program via written notice to firstname.lastname@example.org. For the avoidance of doubt, newer versions of the Terms and to the Referral Fee structure supersede older versions.
These Terms are limited to parties that can enter into and form contracts under applicable law. The Partner represents and warrants that: i) it is, and will remain at all times, a business or person duly organized, registered, validly existing and in good standing under the laws of its country of registration and/or residence; ii) it has all requisite right, power and authority to enter into these Terms and perform its obligations hereunder; and iii) any information provided or made available to Incitement is, and shall remain at all times, accurate, up to date and complete.
1. Definitions and Interpretations
- Advertising Material: includes banners, pop-ups or any other Incitement information shown in equivalent forms.
- Chargeback: Donations which are not eligible for a Referral Fee including, but not limited to:
a) fraudulent & invalid transactions (including transactions identified manually or by way of automated fraudulent order check tools);
b) cancelled transactions; or
c) returned donations
- Click: A user’s call of a Partner Program Hyperlink on the platform operated by the Partner, leading to the display of a Donation Page or of a page on the Platform.
- Donation Page: A charity or fundraiser URL on theincitement.com on which donations are raised by a charitable organisation
- Donor: A person who makes a donation on the Platform through a Hyperlink on the Partner Media.
- Donation: The act of a Donor making a Donation where the Partner is in the last position of the Click chain (last paid marketing advertorial (paid channel) the end-user is using).
- EDM: Advertising e-mails and other direct marketing products and processes.
- Hyperlink: A link to the Platform in the form of an URL provided via the Program and identifying the Partner, for use by the Partner in the Partner Media.
- Partner Media: All advertising media, including but not limited to website, application and newsletter, the Partner networks’ sub partners and affiliates, their owned and brokered media, registered to the Program by the Partner and approved by Incitement.
- Partner Platform: The online platform provided by Incitement, which enables the Partner to participate in the Program and provides the Partner with statistical, financial and other information concerning the Partner’s performance, Referral Fee amounts as well as Advertising Materials.
- Partner Program: The Incitement program that offers eligible charity projects to Donors by way of Hyperlinks originating on the Partner Media.
- Platform: The Website and any other Internet domain property or mobile app owned or operated by Incitement.
- Policies: The various Incitement policies on pages, projects and fundraisers, volunteering, community guidelines, etc.
- Referral Fee: The fee earned by the Partner for a Click leading to a Donation, or any other action agreed to by the Parties, excluding Chargebacks, as further defined in Clause 7 and 8.
- SEM (Search Engine Marketing): Any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.
- SEO (Search Engine Optimization): The process of (i) improving the volume or quality of traffic to a website or a web page from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
- Successful Donation: A Donation without Chargeback, from the first donation by a Donor and for thirty (30) calendar days thereafter.
- Sign-Up Form: The Sign-up form that is accessible via the Partner Program for registration with the Partner Program.
- Views (or impressions): The number of times that an advertisement is shown on the Partner Media.
- Website: The theincitement.com donation platform
2. Contract formation
These Terms shall be formed exclusively via the Partner Platform application procedure. The Sign-Up Form together with these Terms and the acceptance into the Program will together constitute a framework agreement between the Parties. In case of a conflict between the Sign-Up Form and these Terms, these Terms shall prevail.
3. Scope of these Terms
- The Terms concerns the participation of the Partner in the Partner Program. To this end, Incitement shall make a selection of Advertising Materials available to the Partner via the Partner Platform for Partner to place on the Partner Media.
- The Partner shall be solely responsible for placing Advertising Materials on the Partner Media. Subject to the rights of Incitement under the Terms, the Policies, all applicable laws, as well as to Incitement’s absolute right to direct the use of, suspend or terminate the use of Advertising Materials and of these Terms, the Partner shall be free to decide whether and how long to place the Advertising Materials on the Partner Media and shall be entitled to remove the Partner Materials at any time. The Partner may only place Advertising Materials on the Partner Media provided that such the Partner Media has been registered with and approved by Incitement, which approval may be withdrawn at any time at Incitement’s sole discretion and for any reason or no reason, without any penalty to Incitement.
- In return for a Successful Donation, the Partner shall be entitled to the Referral Fee. This Referral Fee is deducted from the Donation amount before Incitement disburses the Donation amount to the charity. As such, the Incitement pays the Partner its Referral Fee on behalf of the charity.
- The Partner Program shall not establish any other contractual relationship between the Parties beyond that which is envisaged in these Terms.
- The Partner’s own terms and conditions as well as any other terms shall require the express written consent of Incitement and shall therefore not be applicable even if Incitement is notified thereof and does not object to their validity.
4. Partner obligations and covenants
- The Partner must be 18 years or older
- The Partner is prohibited from modifying the Advertising Materials and content accessed via the Partner Platform or using such materials other than as expressly provided for under these Terms.
- The Partner shall not, without Incitement’s prior written consent, be allowed to use EDMs to promote Incitement, the Platform or for any other purpose under these Terms. Where so explicitly allowed, the Partner shall ensure that all EDM e-mail addressed are generated over a double opt-in e-mail, and used in consideration of all necessary restrictions. The Partner will hold Incitement harmless in case of issues arising out of any EDM and guarantees it will take full and sole responsibility for any issues stemming from such EDM. The Partner is not allowed to use the brand “Incitement” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Partner has to make sure that it is clear that the e-mail comes from the Partner and not from Incitement directly. The e-mail has to be approved by Incitement before it is sent.
- The Partner shall be responsible for the content and routine operation of the Partner Media. The Partner shall place no content on Partner Media that breaches applicable law, public morals or third-party rights, or harms the reputation of Incitement or its parents, Partners or the parties it does business with. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Partner Media, nor may links be created from the Partner Media to such content on other media.
- The Partner Media shall not conduct, undertake, use, perform or host, torrent, streaming and other such activities without Incitement’s prior consent.
- The Partner may not create, maintain or in any way, directly or indirectly, take any part or be associated with any websites/apps that may lead to risk of confusion between the Partner or the websites/apps with the Platform. Furthermore, the Partner may not create the impression that the Partner Media is a project of Incitement or that its operator is economically linked to Incitement in any way or that there is any relationship or affiliation between the Partner and Incitement that goes beyond the Incitement the Partner Program and these Terms. In particular, but not limited thereto, the Partner may neither mirror the Platform, copy graphics, texts or other Platform content, crawl any parts of the Platform or use any materials or content from the Platform or Incitement (or those of Incitement parents or subsidiaries) logos or brands in connection with the Partner Program.
- The Partner shall ensure that its advertising contents are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
- Advertising Incitement through social media activities (including but not limited to Facebook, Pinterest, Twitter, etc.) must be expressly approved by Incitement and shall not include any Incitement trademarks, and/or display misleading content (i.e. that may not look like official Incitement social media activities) and any social media activities through the Facebook platform must be run through a “Fan Page” only and not through a “Personal Page” in accordance with current Facebook policy.
- The Partner shall not set up campaigns on third party Partner Networks. The Partner is only allowed to direct its own traffic and/or its own sub Partner traffic in case of networks, to the Platform. The Partner shall warrant that it will set cookies only if the Advertising Material is in visible use on the Partner Media and the user Clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, auto-redirect advertisements which automatically redirect the user to the Platform without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks that display expected content, etc., are strictly prohibited.
- The use of offers, creative or brand names for competitions, lotteries and similar activities is prohibited.
- Any breach, by the Partner of its obligations under these Terms or any intellectual property rights of Incitement or third parties shall entitle Incitement to terminate these Terms for good cause. This shall not affect any additional claims against the Partner to which Incitement may be entitled. Incitement shall be entitled to withhold or cease all and any services related to the Partner.
- If so requested by Incitement, the Partner shall remove Incitement advertising material without delay from the Partner Media.
- Partner hereby agrees on its behalf and on behalf of sub-Partners to release Incitement (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Partner Media, provided such release will not apply where actual claims, demands or damages arise due to the Advertising Media or Incitement’s fraud, negligence or wilful misconduct.
- The Partner will defend, indemnify and hold harmless, and at Incitement’s option defend against, Incitement and its employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) arising out of, or related to the Partner, any sub-Partner or the Partner Media, any actual or alleged infringement of any intellectual property rights, taxes (duties, fees and other charges, etc.), the failure to collect or pay taxes, etc. If, for its legal defence, Incitement requires the Partner to provide information or explanations, the Partner shall be obliged to make the same available to Incitement no later than three (3) days thereafter and shall also provide reasonable support to Incitement in its legal defence.
- The Partner shall not make, directly or indirectly (e.g. through family, friends, or associates), any Donation(s) by way of the Advertising Materials.
- The Partner covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under these Terms and that it shall carry out these Terms in compliance with all applicable laws in Malaysia and any other applicable jurisdiction.
- Without prejudice to other rights or remedies available to Incitement, if Incitement determines that the Partner is not in compliance with any requirement or restriction under these Terms , including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Partner, the Partner agrees that it shall forfeit the Referral Fee otherwise payable under these Terms and Incitement reserves the right to deem as Chargeback: (i) any pending payment owed to the Partner, (ii) the total amount of the Referral Fee for the period the non-compliance was identified, and/or (iii) any future payout earned by the Partner deemed to have originated from the non-compliance. In addition, in case of non-compliance of any obligations under Clause 4 by a sub-Partner to the Partner, a penalty equivalent to 30% of the Referral Fee may be applied by Incitement to the Partner.
- Referral Fee otherwise payable under this Agreement and Incitement reserves the right to deem as Chargeback: (i) any pending payment owed to the Partner, (ii) the total amount of the Referral Fee for the period the non-compliance was identified, and (iii) any future payout earned by the Partner deemed to have originated from the non-compliance. In addition, in case of non-compliance of any obligations under Clause 4 by a sub-Partner to the Partner, a penalty equivalent to 30% of the Referral Fee may be applied by Incitement to the Partner.
5. Services by Incitement
- The Partner shall be provided with advertising materials updated at regular intervals in line with the product range and seasonal influences. The Partner may request customized formats or newsletter templates.
- Incitement shall operate the Platform, the Partner Platform and the services offered thereon, such as the provision of product feeds, on a best efforts basis. Incitement shall not be required to provide error-free and interruption-free availability of the Platform or the Partner Platform. The level of quality and the correctness of charity descriptions on the Platform and on the Advertising Materials, csv files, etc. provided on the Partner Platform, shall fall within the exclusive discretion of Incitement.
- All activities of the Partner shall be logged via the Partner Platform tracking system and made accessible to the Partner via statistics and reports.
- The Partner shall be entitled to receive the Referral Fee in relation to net transactions that are generated, by its active promotion of Incitement on the Partner Media, from the first Donation by a Donor and for thirty (30) calendar days thereafter.
- Any typographical clerical or other error or omission in the Advertising Media or other Incitement document shall be subject to correction without any liability for Incitement.
- Any claim of Partner under these Terms must be notified to Incitement within thirty (30) days from the time the claim became known, or should have become known, to the Partner. For the avoidance of doubt, Incitement will not be liable for any claim made by Partner after said deadline.
6. Liability of Incitement
- The total liability of Incitement under these Terms shall not exceed the total of the Referral Fees paid to the Partner under this these Terms in the six months immediately prior to the event giving rise to the most recent claim of liability.
- No further liability on the part of Incitement shall exist.
- The aforementioned limitation of liability shall also apply to the personal liability of Incitement employees, representatives and executive bodies.
7. Referral Fees for transactions generated from the Incitement website
Charities and fundraisers eligible for promotion by the Partner consent to paying 10% of the donation amount to the Partner for a Successful Donation.
- Incitement shall pay the Partner a Referral Fee on Successful Donations.
- The Referral Fee structure can be found here: https://support.theincitement.com/knowledgebase/partner-program-how-it-works/ and may be amended by Incitement from time to time.
- The Referral Fee is calculated from the net Donation amount corresponding to the amount that the Donor pays for a Donation minus payment gateway fees (the “Net Donation Value”).
- The payout to the Partner equals the Net Donation Value multiplied by the Referral Fee rate applicable to the Charity.
- The Referral Fee structure may be modified at any time by agreement with selected Partners in order to incentivize best practices and reward outstanding results as provided for under Clause 12.3.
- Referral Fee structure may be modified at any time by agreement with selected Partners in order to incentivize best practices and reward outstanding results as provided for under Clause 12.3.
8. Tracking methodology
The Program combines last-click attribution and preferred partner attribution models:
- Tracking and reporting shall be carried out by and for the purposes of the Partner Platform whereby a cookie is stored on a user’s browser to track transactions back to each specific Partner by identifying the user’s device ID for transactions generated from the app.
- Cookies placed based on a Click will last for thirty (30) days.
- Cookies placed based on a Donation will last for ninety (90) days.
- The Partner can log into the Partner Platform to view accumulated Referral Fees at least one (1) day after conversions are made. When requested by the Partner and deemed necessary, a technical integration can be established between the Partner Platform and the Partner’s systems. In the event of any discrepancy of data between the platforms of Incitement and the Partner, the date provided by Incitement shall be deemed correct. Under no circumstances will data from the Partner’s system be used to measure payable amount.
- Incitement will issue quarterly payments for all Donations in the previous quarter for total Referral Fee amounts exceeding payouts of one hundred Ringgit Malaysia (MYR 100). Where the amounts fall below one hundred Ringgit Malaysia (MYR 100), quarterly Referral Fees will accrue on a cumulative basis until the threshold is reached.
- The Partner will be paid on the 15th of each first month of the quarter
- All payments made from the Incitement to the Partner will be in the form of direct bank transfer to the bank account identified by the Partner on the Signup Form for Malaysian Partners or via PayPal for international Partners. Incitement shall bear reasonable payment processing fees.
- The Partner shall be responsible for payment of all taxes on its own income. If the payment is subject to withholding taxes, Incitement shall deduct such taxes from the payment, pay the Partner the net amount and concurrently provide the Partner with a certificate or any equivalent document of withholding tax.
10. Organisation and independence of the partner
- Incitement and the Partner are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. these Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. The Partner will have no authority to make or accept any offers or representations on behalf of Incitement.
- The Partner shall not subcontract any of its rights or obligations under these Terms without prior written consent of Incitement.
11. Term of these Terms, amendment and termination
- These Terms will come into force on 16th February 2022 and continue unless otherwise terminated in accordance with its provisions.
- Incitement reserves the right to modify the Referral Fee structure with no prior notification. In such a case, an e-mail shall be sent to the Partner, based on the e-mail address provided for the Partner Program. Incitement shall have no responsibility to ensure that communications about changes in the program are received by the Partner. In case of any disagreement, the Partner’s sole recourse shall be to end its participation in the program.
- Incitement reserves the right to suspend the implementation of these Terms for up to fifteen (15) business days to investigate any suspicious Partner activities at Incitement’s sole discretion. Where Incitement determines that the Partner has violated any provision of these Terms, it may require the Partner to reimburse all expenses related to the investigation and to refund Incitement of any costs, expenses, losses or Referral Fee overpayments within fifteen (15) days from being so notified.
- These Terms may be terminated under the following circumstances:a) by fourteen (14) day written notice by any party to the other; or
b) by Incitement without any prior notice in case of violation by the Partner of any of its obligations or covenants under these Terms.
- Incitement reserves the right to withhold unpaid Referral Fee for a reasonable period of time following termination of these Terms to account for possible Chargebacks.
- Upon termination of these Terms, all rights and obligations of the parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
- Following termination of these Terms, the Partner shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Partner shall have no right of retention in this respect. The Partner shall, at Incitement’s request, provide Incitement with written confirmation of the deletion.
12. Confidentiality and personal data
- The recipient of any information proprietary to a party(the “Disclosing Party”) disclosed to the other Party (the “Receiving Party”), whether marked as confidential or not, that should be considered confidential information under the circumstances (which does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party) (the “Confidential Information”) will not disclose such Confidential Information, except to its employees and/or agents who need to know it and who have agreed in writing to keep it confidential. The Receiving Party will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under these Terms and keep the Confidential Information confidential. The Receiving Party may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. The rights and obligations of the parties under this Section will survive the termination of these Terms.
- Partner undertakes, represents and warrants that it will use and process personal data as provided for under Malaysian law (the “Personal Data”): i) only for the purpose of the execution of these Terms and not disclose it to third parties; ii) in accordance with the requirements under the applicable personal data protection law; and iii) in manner that ensures Incitement remains in compliance with the requirement under the applicable personal data protection laws. Partner further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by Incitement to ensure compliance of the above warranties.
- Partner agrees to indemnify and hold harmless Incitement and each of its respective officers, employees, directors and agents from, and at Incitement’s option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) (the “Personal Data Claims”), to the extent such Personal Data Claims arise from or may be in any way attributable to: i) any violation of these Terms; ii) the negligence, bad faith or intentional or wilful misconduct of the Partner or its subcontractors (whether or not approved by Incitement); or iii) any security incident for which the Partner is directly or indirectly responsible.
13. Assignment, rights of retention, set-off
- The Partner may only transfer claims against Incitement based on these Terms to third parties with the written consent of Incitement.
- Neither Party may transfer, assign or subcontract all or part of its rights or obligations under these Terms without the written consent of the other Party.
- Either Party may set off or exercise a right of retention only in relation to the other Party’s receivables that are uncontested or have become res judicata.
14. Governing laws and dispute settlement
- these Terms shall be governed and construed under the law of Malaysia without giving effect to any international and supranational (contractual) laws.
- Any disputes arising out of or relating to the execution of these Terms or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
- Any Party may, by giving the other Party written notice at any time after the expiration of the thirty (30) day period referred to above, submit any dispute that is not settled through mutual agreement to arbitration. Arbitration will be in English, in Kuala Lumpur, and in accordance with the rules of the Asian International Arbitration Centre (“AIAC ”). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be designated by the Chairman of the AIAC. Any award by the arbitration tribunal will be final and binding upon the Parties. The arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by such Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.
15. Final provisions
- There shall be no oral ancillary agreements to these Terms and in particular, but not limited thereto, no terms and conditions of Partner or of any other Party shall apply, even if they have not been contested by Incitement.
- Should individual provisions in these Terms be deemed invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavour to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.
- You use our Services and the Program solely at your own risk. They are provided to you “as is” and “as available” and without warranty of any kind, express or implied.