These Terms and Conditions (the “Vendors Agreement”) govern the H&E Zero Program that is made available by Hegai & Esther, hegaiandesther.com, “we” or “us”). These Terms and Conditions represent the whole agreement and understanding between hegaiandesther.com and the individual or entity who participates in the H&E Zero Program (the “Vendor“, or “you“).
Please read this agreement carefully as it represents a legally binding agreement between you and Hegai & Esther. By submitting your application and by your use of the Vendor Program, you agree to comply with all of the terms and conditions set out in this Vendors Agreement. Hegai & Esther may terminate your Vendor Account at any time, with or without notice, for conduct that is in breach of this Vendors Agreement, for conduct that Hegai & Esther believes is harmful to its business, or for conduct where the use of the Vendor Program is harmful to any other party.
2. Referral Tracking
Hegai & Esther will provide the Vendor with specific Referral Links to link advertisements and other marketing content to hegaiandesther.com, Hegai & Esther will track users who have visited these Referral Links. Only users who make a purchase will be considered referrals of the Vendor and recorded as such in the Vendor Dashboard.
The Vendor is not authorized to modify or alter the Referral Links or the dashboard in any way. Hegai & Esther is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the dashboard.
3. Vendor Fees and Payouts
A Referral will become eligible for payout (“Eligible Referral”) at the end of the next calendar month if it meets all of these criteria:
- The referral’s user makes a purchase of a product and has paid in full.
- The referral’s account remains active and in good standing.
- The referral’s account has not had any of its payments refunded, charged back or otherwise reversed.
- All web page error requests (such as 403 errors or 404 errors) will direct traffic to a default hegaiandesther.com error page. This error page informs visitors that the web page they are looking for cannot be found, and may include, but without limitation to, the following:
- Links to additional products and services offered by hegaiandesther.com.
- Advertisements for products and services offered by third-parties.
- An internet search engine interface.
Failure to meet any of these criteria will permanently void the referral and disqualify the referral from any potential payouts.
The Vendor is entitled to receive a commission on each product sold for active Eligible Referral that is recorded in the Vendor Dashboard. Vendor Fees will be payable only when the Vendor has at least 3 Eligible Referrals that are pending payout.
All Vendor Fee payments will be payable in Nigerian Naira only, except as otherwise determined by hegaiandesther.com in its sole discretion. Payment will be made through cheques or bank transfers. The Vendor is responsible for providing hegaiandesther.com with the full and accurate details that are required to remit the Vendor Fees, and is solely responsible for any delays in payment resulting from its failure to do so.
Referrals will become void, and any unpaid Vendor Fees will be forfeited, after 6 calendar months.
In the event of any activity deemed suspicious by Hegai & Esther, we may delay the payment of Vendor Fees by up to 3 calendar months to verify the relevant transactions. Hegai & Esther reserves the right to recalculate, void, or disqualify any referrals or Vendor Fees in the event of any fraudulent, deceptive or otherwise illegal activity.
Referrals for purchases made through Hegai & Esther promotional or special offers will be eligible for payout after the promotional discount has been deducted.
Hegai & Esther hereby grants the Vendor a non-exclusive, non-transferable, limited license to use the Hegai & Esther logos for the sole purpose of promoting our service within the context of the Vendor Program. This license will expire upon termination of the Vendor’s participation in the Vendor Program.
The Vendor may only display advertisements that contain Hegai & Esther‘s logos or service marks in good taste. The Vendor may not use Hegai & Esther‘s logos or service marks in a manner that, in Hegai & Esther‘s sole discretion, portrays us in negative light.
The Vendor will be solely responsible for its own marketing activities. All marketing activities must be professional and in full compliance with all applicable laws.
Hegai & Esther may, without prior notice, require the Vendor to remove or modify any advertisements in hegaiandesther.com‘s sole discretion.
The Vendor may terminate his or her participation in the Vendor Program with immediate effect by giving Hegai & Esther a written notice of termination.
Hegai & Esther reserves the right to terminate the Vendor’s participation in the Vendor Program at any time for conduct that is in material breach of this Vendor Agreement or for conduct that hegaiandesther.com , in its sole discretion, deems to be harmful to its business or any third party.
Upon termination, the Vendor will lose access to its Vendor Dashboard and will forfeit all potential or unpaid Vendor Fees.
6. Relationship of Parties
Hegai & Esther and the Vendor are independent contractors. Nothing in this Vendor Agreement will create any partnership, employment, representative, agency, or joint venture relationship between the parties. The Vendor has no authority to act on Hegai & Esther‘s behalf.
7. Limitation of Liability
The Vendor Program is provided on an “as, is” and “as available” basis and the use of the Vendor Program is at the Vendor’s own risk. Hegai & Esther makes no representations or warranties, either expressed or implied, with respect to the Vendor Program, or any service or information provided through the Vendor Program.
Hegai & Esther is not responsible for any damages, injury or economic loss arising from the use of the Vendor Program. Should any part of the Vendor Program cause damage or inconvenience to the Vendor or anyone claiming through the Vendor, the Vendor assumes responsibility and the entire cost for them.
The Vendor will indemnify and hold harmless Hegai & Esther , its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Vendor’s or any third party’s operations or use of the Vendor Program.
Hegai & Esther may, in its sole discretion, change or modify this Vendor Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Vendors upon posting of the modified Vendor Agreement to this web address: hegaiandesther.com. The Vendor is responsible for reading this document from time to time to ensure that its use of the Vendor Program remains in compliance with this Vendor Agreement.
If any modification is unacceptable to the Vendor, its sole recourse shall be to terminate this Vendor Agreement. The Vendor’s continued participation in the Vendor Program will constitute binding acceptance of such modifications.
The Vendor warrants and represents that it is over the age of 15 and is qualified to enter into this Vendor Agreement.
The Vendor warrants and represents that its actions and its participation in the Vendor Program is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. Hegai & Esther reserves the right to terminate the Vendor’s participation in the Vendor Program if Hegai & Esther determines, in its sole discretion, that the Vendor’s actions or its participation in the Vendor Program is in violation of any laws, rules, regulations, or any requirements of governmental authority.