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

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 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.

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

4 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.

5 Sums due from the Company to the Affiliate shall be paid within the calendar month that the payment has been approved.

6 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, 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, trade names, trade secrets, or any other rights or licences belonging to the Affiliate.

Paid Social Advertising

1 The Affiliate may use paid social advertising to promote the Company Website and the Company’s services, provided that all such advertising complies with the terms of this Agreement, the applicable advertising platform’s terms and policies, and all applicable laws and regulations.

2 The Affiliate shall use only its own Affiliate Link, approved campaign links, or other tracking links expressly provided or approved by the Company in connection with paid social advertising.

3 The Affiliate shall ensure that all paid social advertising accurately represents the Company, the Company Website, and the Company’s services and shall not include false, misleading, exaggerated, or unsubstantiated claims.

4 The Affiliate shall not make any guarantee or representation concerning fluency, examination results, immigration outcomes, or any other result unless such claim has been expressly approved in writing by the Company.

5 The Affiliate shall not create or publish any paid social advertisement in a manner which may reasonably cause a user to believe that the advertisement has been created, placed, or endorsed directly by the Company where this is not the case.

6 The Affiliate shall use only such trade marks, logos, creative materials, product images, copy, and other assets as have been provided or approved by the Company.

7 The Company reserves the right to require the Affiliate to amend, pause, or remove any paid social advertising which the Company reasonably considers to be inaccurate, misleading, non-compliant, damaging to the Company’s reputation, or otherwise inconsistent with this Agreement.

Paid Search and Brand-Term Bidding

1 The Affiliate shall not bid on, purchase, or otherwise target the Company’s trade marks, trade names, brand names, product names, campaign names, misspellings, variations, or any other branded search terms through Google Ads, Microsoft Ads, or any other paid search advertising platform without the prior written consent of the Company.

2 Prohibited terms shall include, but shall not be limited to, “Learn French With Alexa”, variations thereof, and any other trade mark, brand name, product name, or branded term owned or used by the Company.

3 Unless otherwise approved in writing by the Company, the Affiliate may use relevant non-branded search terms to promote the Company Website and the Company’s services, provided that such advertising complies with this Agreement and all applicable platform rules.

4 The Affiliate shall not use the Company’s trade marks, trade names, or any confusingly similar terms in any domain name, display URL, subdomain, advertising account name, or paid search advertisement in a manner which may reasonably imply that the Affiliate is the Company or is operating an official Company advertising account.

5 The Affiliate shall not engage in any advertising practice intended to divert traffic from the Company’s own paid or organic search activity through misleading, deceptive, or unauthorised use of the Company’s brand.

6 The Company reserves the right to require the Affiliate to cease any paid search activity which the Company reasonably considers to be in breach of this Agreement or detrimental to the Company’s brand, commercial interests, or advertising activity.

Use and Editing of Company Creative Materials

1 The Company may provide the Affiliate with logos, images, videos, advertisements, copy, banners, graphics, product information, promotional materials, and other creative assets for use in connection with the Affiliate Programme.

2 Subject to the terms of this Agreement, the Affiliate may make minor technical alterations to such materials where reasonably necessary for publication on different platforms, including resizing, cropping, reformatting, and adapting dimensions.

3 The Affiliate may add an approved affiliate disclosure, Affiliate Link, promotional code, or other information expressly authorised by the Company.

4 The Affiliate shall not, without the prior written consent of the Company:

a. materially alter the Company’s logos, trade marks, colours, or brand identity;

b. amend any price, discount, promotional code, offer, campaign date, or promotional condition;

c. add, remove, or alter any product claim in a manner which changes its meaning;

d. alter customer testimonials, reviews, or endorsements in a misleading or materially different manner;

e. remove any disclaimer, qualification, or material information provided by the Company;

f. create any representation which may reasonably imply that the Affiliate is the Company or is acting as an employee, agent, or official representative of the Company; or

g. continue to use campaign-specific materials after the relevant campaign or offer has expired. Pasted markdown

5 The Affiliate may create its own promotional materials, provided that such materials comply with this Agreement, the Company’s brand and messaging guidelines, and all applicable laws and regulations.

6 The Company may at any time require the Affiliate to amend, cease using, or remove any promotional material which the Company reasonably considers to be inaccurate, misleading, outdated, non-compliant, or damaging to the Company’s reputation.

7 Where the Affiliate is uncertain as to whether a proposed alteration or custom promotional material complies with this Agreement, the Affiliate shall seek written approval from the Company before publication.

Cross-Device and Multi-Affiliate Attribution

1 Affiliate Referred Users and Completed Sales shall be attributed in accordance with the tracking technology, attribution settings, and reporting rules used by the Company’s affiliate platform from time to time.

2 The Affiliate acknowledges that tracking may not always operate across different devices, browsers, applications, or sessions.

3 Where an Affiliate Referred User clicks an Affiliate Link on one device or browser and subsequently completes a purchase on another device or browser, the Company does not guarantee that such Completed Sale will be attributed to the Affiliate.

4 Where an Affiliate Referred User interacts with links, codes, or promotional materials belonging to more than one affiliate, attribution shall be determined by the tracking system and attribution rules applicable at the time of the Completed Sale.

5 The Company shall not be responsible for any failure to attribute a Completed Sale where tracking has been prevented, interrupted, or affected by circumstances including, but not limited to:

a. the deletion, blocking, or expiry of cookies;

b. the use of privacy or tracking prevention technologies;

c. the use of different devices, browsers, or applications;

d. the use of another Affiliate’s link or code;

e. the expiry of the applicable attribution period; or

f. any other technical circumstance outside the reasonable control of the Company. Pasted markdown

6 Where the Affiliate reasonably believes that a Completed Sale has not been correctly attributed, the Affiliate may request that the Company review the transaction and shall provide such supporting information as may reasonably be required.

7 Any manual adjustment to attribution or Commission shall be made solely at the Company’s discretion following its review of the available evidence.

8 The Company’s records and the records of the affiliate platform shall, in the absence of manifest error, be final in determining attribution and Commission.