Enrolment in the Affiliate Programme

1 By entering into this Agreement, the Affiliate agrees to enrol in the Affiliate Programme, subject to the terms and conditions of this Agreement.

2 The date of this Agreement shall be the Effective Date.

3 This Agreement shall be non-exclusive and shall not restrict or prevent the Company from entering into similar or different arrangements with third parties.

The Company’s Obligations

1 The Company shall be responsible for operating and maintaining the Company Website.

2 The Company shall provide to the Affiliate access to an Affiliate Dashboard which will house the required materials to link to the appropriate sales pages. This Dashboard will contain the code for the link and image files to which such code should be applied.

3 The Company reserves the right to change the name of the Company Website at any time without notice.

Affiliate’s Obligations

1 The Affiliate shall use all commercially reasonable endeavours to market and promote the Company Website and the Company’s services via the Affiliate Link Page(s) in order to generate the maximum number of Completed Sales.

2 The Affiliate shall operate and maintain the Affiliate Website as under sub-Clause 1.

3 The Affiliate shall provide the Company with all reasonable co-operation required in relation to the Company’s performance of its obligations under this Agreement.

4 The Affiliate shall provide the Company with access to any and all information which may be reasonably required by the Company in relation to the Company’s performance of its obligations under this Agreement.

5 The Affiliate shall comply with all applicable laws and regulations with respect to its business and to this Agreement.

6 In the event of any delay on the part of the Affiliate in the performance of its obligations under this Agreement, the Company shall have the right to proportionately adjust any agreed dates for performance of its own obligations to the Affiliate as is reasonably necessary.

7 The Affiliate shall have no authority to legally bind the Company with respect to Affiliate Referred Users, other users, or any other party. The Affiliate shall not be appointed an agent of the Company for any purposes. The Affiliate shall not make any representation or commitment about or on behalf of the Company, the Company Website, or the Company’s services.

 The Affiliate Website

1 The Affiliate shall be responsible for operating and maintaining the Affiliate Website including, but not limited to, the proper operation and maintenance of all links to the Company Website.

 Affiliate Reports

The Company will provide to the Affiliate an Affiliate Dashboard setting out the following Affiliate data:

1 The total number of click-throughs to the Company Website from the Affiliate Link Page(s);

2 The number of Affiliate Referred Users who have registered on the Company Website; and

3 The number of Completed Sales, including a statement of the sums due to the Affiliate as set out below in commission and payment. 

Commission and Payment

1 The Company shall pay to the Affiliate Commission at the rates set out in sub-Clause 2 on the Net Revenue for each Completed Sale.

2 Commission shall be calculated on the following basis:

Completed Sales                            Rate of Commission

1 to 100 per calendar month           5%

101+ per calendar month                reviewed at The Company's discretion

3 Commission shall be payable only on actual receipts, not on an accruals basis. If the Company does not receive revenue on a Completed Sale, no Commission shall be payable to the Affiliate.

4 All sums payable shall be exclusive of VAT. If VAT is chargeable, it shall be paid in addition.

5 The Affiliate shall immediately notify the Company if its contact details or address details change during the Term of this Agreement and shall complete any and all forms required by HM Revenue & Customs and any other applicable public authority with respect to its activities under this Agreement.

6 Sums due from the Company to the Affiliate shall be paid within 60 calendar days of the Completed Sale.

7 In the event of any refunds issued for any reason including, but not limited to fraud and where such refunds are not incurred through any fault of the Company’s, the Affiliate may be contacted to arrange for the repayment of any related Commission.

Intellectual Property Rights

1 The Company hereby grants to the Affiliate a non-exclusive, non- transferrable, royalty free licence to use the Company’s trade marks and any and all other materials provided by the Company to the Affiliate to the extent required to establish links, in the form of Affiliate Link Pages, to the Company Website and to perform the Affiliate’s obligations under this Agreement.

2 The Affiliate hereby grants to the Company a non-exclusive, non- transferrable, royalty free licence to use the Affiliate’s trade marks and any and all other materials to the extent required to operate the Affiliate Programme and to perform the Company’s obligations under this Agreement.

3 The Affiliate acknowledges and agrees that the Company (and its licensors, as applicable) own all intellectual property rights in the Company Website, any materials provided by the Company, and the Company’s services. Except as expressly stated herein, this Agreement shall not grant the Affiliate any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Company.

4 The Company acknowledges and agrees that the Affiliate (and its licensors, as applicable) own all intellectual property rights in the Affiliate Website and any materials provided by the Affiliate. Except as expressly stated herein, this Agreement shall not grant the Company any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Affiliate.

Confidentiality

1.1Except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of this Agreement and for 10 years after its expiry or termination:

1.1 keep confidential all Confidential Information;

1.2 not disclose any Confidential Information to any other party;

1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to this Agreement;

1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.

2 Either Party may:

2.1 disclose any Confidential Information to:

(a) any sub-contractor or supplier of that Party;

(b) any governmental or other authority or regulatory body; or

(c) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law. In each case that Party shall first inform the person, party, or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1(b) or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

3 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of this Agreement for any reason.