UK-Clickpave Ltd
Affiliate terms and conditions
Affiliate terms and conditions of Clickpave LTD
We areClickpave LTD; a company registered in the United
Kingdom, number 13503942
Our address is: 68 Wood Street, Glossop, SK138NL
Our Website is at: https://clickpave.co.uk/
You are: any person who signs up to be an Affiliate or any
person with whom we make an arrangement for payment on sales introduced by you.
These terms and conditions regulate the business
relationship between you and us. If you sign up as an Affiliate, you agree to
be bound by them.
These are the agreed terms
1.
Definitions
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“Affiliate”
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means a Visitor who joins our Affiliate
programme direct from Your Website. It also includes you.
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“Affiliate Tools”
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means any material in any medium supplied by us
for use by you in promoting the Goods or Services or linking to Our Website.
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“Commission”
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means the money paid by us to you under the
terms of this agreement.
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“Commission Period”
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means the period of time starting on the date a
Visitor becomes a Tagged Visitor.
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“Confidential Information”
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means all information about us. It includes
among other things: information about our staff, their personal contact
information, our businesses, methods of doing business, future plans,
policies, suppliers and customers. It includes information about suppliers
agents distributors and customers. It includes information about the
Intellectual Property.
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“Content”
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means the textual, visual or aural content that
is encountered as part of your experience on Our Website. It may include,
among other things: text, images, sounds, videos and animations. It includes
Content Posted by you.
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“Goods”
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means all of the goods offered for sale by us on
Our Website.
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"Intellectual Property"
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means intellectual property owned by us, of
every sort, whether or not registered or registrable in any country,
including intellectual property of kinds coming into existence after today;
and including, among others, patents, trademarks, unregistered marks,
designs, copyrights, software, domain names, discoveries, creations and
inventions, together with all rights which are derived from those rights.
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“Customer”
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means a Visitor who pays us for Services or
Goods.
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“Our Website”
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means any website of ours, and includes all web
pages controlled by us.
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“Pay Day”
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means the day each month by which we shall have
paid Commission due to you.
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"Post"
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means place on or into Our Website any Content
or material of any sort by any means.
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“Reports”
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means the reports automatically prepared on Our
Website for the purpose of providing to you statistics relating to Tagged
Visitors and sales.
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“Services”
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means all of the services available from Our
Website, whether free or charged.
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“Tagged Visitor”
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means a Visitor who at any time is recorded by
us as having reached Our Website directly by way of a link from Your Website
and with the intention of visiting Our Website.
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“Visitor”
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means anyone who visits Our Website.
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“Your Website”
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means the site on which you place one or more
links to Our Website and through which we tag Visitors from you.
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2.
Interpretation
In this agreement unless the context otherwise
requires:
2.1.
a reference to a person is a reference to one or
more individuals, whether or not formally in partnership, or to a corporation,
government body, or other association or organisation.
2.2.
any agreement by any party not to do or omit to
do something includes an obligation not to allow some other person to do or
omit to do that same thing;
2.3.
except where stated
otherwise, any obligation of any person arising from this
agreement may be performed by any other person;
2.4.
in this agreement references to a party include
references to a person to whom those rights and obligations are transferred or
pass as a result of a merger, division, reconstruction or other re-organisation
involving that party.
2.5.
the headings to the paragraphs to this agreement
do not affect the interpretation;
2.6.
a reference to an act or regulation includes new
law of substantially the same intent as that act or regulation.
2.7.
in any indemnity, a reference to costs or
expenses shall be construed as including the estimated cost of management time
of the indemnified party, such cost calculated £97
per hour.
2.8.
this agreement is made only in the English
language. If there is any conflict in meaning between the English language
version of this agreement and any version or translation of this agreement in
any other language, the English language version shall prevail.
3.
Entire agreement
3.1.
This agreement contains the entire agreement
between the parties and supersedes all previous agreements and understandings
between the parties.
3.2.
Each party acknowledges that, in entering into
this agreement, he does not rely on any representation, warranty, information
or document or other term not forming part of this agreement.
4.
Relationship of parties
4.1.
This agreement does not create a partnership or
agency or the relationship of employer and employee, or other relationship
between any of the parties, other than the contractual relationship expressly
provided for.
4.2.
Neither party shall have, nor represent that it
has, any authority to make any commitment on the other party’s behalf.
5.
Applicable values
5.1.
The Commission rate is 15%.
AND / OR
5.2.
The Level Two Commission rate is 25% of the
Commission rate.
5.3.
The Commission Period is
the life of a cookie placed on the site of a Visitor
5.4.
Pay
Day is the date specified by ‘share a sale’.
6.
Our contract
6.1.
We
will pay you Commission on each sale we make from a buyer who reaches Our
Website directly from Your Website.
6.2.
You register as an Affiliate by completing the
online form and/or by signing up through an affiliate platform such as ‘share a
sale’. By confirming your registration on that form or platform you agree to be
bound by all the terms and conditions set out in this agreement.
6.3.
This agreement covers only our Affiliate
programme. When viewing or using Our Website you are bound by the same terms
and conditions as any other Visitor.
6.4.
Please do not enrol as an Affiliate if Your
Website is unsuitable as we will immediately terminate the agreement.
7.
Commission calculation and payment
7.1.
We will pay Commission (including Level Two
Commission) on or before the Pay Day in respect of all Commission credited in
the previous month. We are not responsible for delays in transmission to you.
7.2.
Commission is calculated as a percentage of the
net receipts arising from all sales after payment of any relevant sales tax.
7.3.
Commission is calculated in pounds Sterling. The
rate of exchange is taken at the date of payment to you.
7.4.
No deduction from Commission is made by us in
respect of currency exchange costs.
7.5.
Commission is inclusive of any tax payable by
you to any authority. If we become liable at law to deduct tax before payment
to you, we shall do so, paying the net amount to you.
7.6.
Commission will be paid by Internet transfer to
the account designated by you or via an affiliate platform such as ‘share a
sale’.
9.
Tagging condition
9.1.
Commission shall not be payable in respect of a
Visitor who is first tagged by us as having reached Our Website from a website owned
by some other person than you.
9.2.
Commission shall be payable by us to you in
respect of all qualifying actions by Tagged Visitors within the Commission
Period.
9.3.
For
the purpose of this agreement a Tagged Visitor shall remain a Tagged Visitor
throughout the Commission Period.
10.
Merchant tracking and Reports
10.1.
We undertake to set up our Affiliate programme
so as to:
10.1.1
tag the identity of all Visitors from Your
Website;
10.1.2
record all sales made to Tagged Visitors within
the Commission Period;
10.1.3
record the cumulative amount of Commission due
to you for any time period you choose;
10.1.4
record the history of payments of Commission
made to you;
10.1.5
provide the Reports
10.2.
We undertake to provide password protected
access to you to the Reports.
10.3.
The above statements are void should an
affiliate platform be used, as they will manage the above statements as part of
their service as an interim affiliate to company relationship.
11.
Changes to this agreement
11.1.
We reserve the right to change this agreement at
any time and in any way. A change will take effect when we Post it on Our
Website. If you continue to send Visitors to Our Website, that will be taken as
acceptance of the new terms. However, we do undertake to give you 3 months
notice of any proposed change in the Commission rates.
11.2.
We reserve the right to change the offer to prospective Customers at any time and
without notice to you, even if this affects your earnings. This includes change
to prices, operating procedures Our Website layout and organisation.
12.
Refunds, charges back and bad cheques
If a payment is later charged back by a merchant
service provider or refunded to a Customer
or if a Customer's cheque
does not clear, then Commission paid to you for that transaction will be
repayable and will become a debt due by you, deducted from your next Commission
payment.
13.
Removal of offensive Content
13.1.
For the avoidance of doubt, this paragraph is
addressed to any person who comes on Our Website for any purpose.
13.2.
We are under no obligation to monitor or record
the activity of any customer for any purpose, nor do we assume any
responsibility to monitor or police Internet-related activities. However, we
may do so without notice to you and without giving you a reason.
13.3.
If you are offended by any Content, the
following procedure applies:
13.3.1
Your claim or complaint must be submitted to us
in the form available on Our Website, or contain the same information as that
requested in our form. It must be sent to us by post or email.
13.3.2
we shall remove the offending Content as soon as
we are reasonably able;
13.3.3
after we receive notice of a claim or complaint,
we shall investigate so far as we alone decide;
13.3.4
we may re-instate the Content about which you
have complained or not.
13.4.
In respect of any complaint made by you or any
person on your behalf, whether using our form of complaint or not, you now
irrevocably grant to us a licence to publish the complaint and all ensuing
correspondence and communication, without limit.
13.5.
You now agree that if any complaint is made by
you frivolously or vexatiously you will repay us the cost of our investigation
including legal fees, if any.
14.
Security of Our Website
If you violate Our Website, we shall take legal
action against you.
You now agree that you will not, and will not allow
any other person to:
14.1.
modify, copy, or cause damage or unintended
effect to any portion of Our Website, or any software used within it;
14.2.
link to Our Website in any way that would cause
the appearance or presentation of the site to be different from what would be
seen by a user who accessed the site by typing the URL into a standard browser;
14.3.
download any part of Our Website, without our
express written consent;
14.4.
collect or use any product listings,
descriptions, or prices;
14.5.
collect or use any information obtained from or
about Our Website or the Content except as intended by this agreement;
14.6.
aggregate, copy or duplicate in any manner any
of the Content or information available from Our Website, other than as
permitted by this agreement or as is reasonably necessary for your use of the
Services;
14.7.
share with a third party any login credentials
to Our Website;
14.8.
Despite the above terms, we now grant a licence
to you to create a hyperlink to Our Website for the purpose of promoting an
interest common to both of us. You can do this without specific permission.
This licence is conditional upon your not portraying us or any product or
service in a false, misleading, derogatory, or otherwise offensive manner. You
may not use any logo or other proprietary graphic or trademark of ours as part
of the link without our express written consent.
15.
We control Visitor data
15.1.
We shall be solely responsible for order, payment processing,
renewal payment processing, cancellations and refund processing,
and related Customer services even when the
link to Our Website is a co-branded page on Your Website.
15.2.
All personal information about Customers collected by us is
owned solely and exclusively by us.
16.
Publicity and Affiliate Tools
16.1.
You will not create, publish, distribute or
permit any written material that makes reference to us without first having
obtained our written consent.
16.2.
You agree that you will not without our prior
approval in writing use any written or other means of promoting referrals to us
except the material comprising Affiliate Tools.
16.3.
Affiliate Tools consisting of text may be
changed with our permission. Affiliate Tools comprising graphics may not be
changed.
16.4.
We are under no obligation to provide marketing
material or assistance to you but if we do so that shall not make us liable in
any way to you or to any third party for that or any other content on Your
Website.
16.5.
You are responsible for the correct formatting
and presentation of the dynamic links to Our Website through which Commission
will be recorded.
17.
Duration and termination
This agreement shall continue until terminated:
17.1.
by passing of time 36
months from today; or
17.2.
by one
week’s notice in writing by either of us to the other; or
17.3.
immediately by us if we decide (in our sole
discretion) that Your Website is or has become unsuitable. Unsuitable sites may
include those that: are aimed at children, promote sexually explicit materials,
promote violence, promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age; promote illegal
activities, or violate intellectual property rights. If we terminate the
agreement under this paragraph we does not have to give you any reason; or
17.4.
immediately by either of us if the other commits
any material breach of any term of this agreement and which in the case of a
breach capable of being remedied is not remedied within 30 days of a written
request to remedy it.
18.
At and after termination
When this agreement terminates:
18.1.
All rights and licences granted to you in this
agreement shall immediately terminate.
18.2.
You will not be entitled to Commission for sales
made by us after the date of termination.
18.3.
You will immediately stop using the Affiliate
Tools and (where applicable) will remove them from Your Website.
18.4.
You will remain entitled to all Commission and
Level Two Commission earned on or before the date of termination.
18.5.
If we continue to receive payments from Tagged
Visitors after termination of this agreement, this will not constitute a
continuation or renewal of this agreement or a waiver of termination.
18.6.
You will immediately return to us all copies of
all Confidential Information in your possession and will cease to use the
Intellectual Property.
18.7.
We may withhold from you the final payment of
Commission for a reasonable time to ensure that the correct amount is paid.
18.8.
All claims or actions that one party has against
the other shall remain intact despite termination.
19.
Intellectual Property
You agree that at all times you will:
19.1.
not to cause or permit anything which may damage
or endanger our title to the Intellectual Property.
19.2.
not during the currency of this agreement or
within five years of its expiry, instruct for, create or write software to
perform any of the purposes for which the Services are used.
19.3.
notify us of any suspected infringement of the
Intellectual Property;
19.4.
indemnify us for any loss or expense arising
from your misuse of the Intellectual Property;
19.5.
on the expiry or termination of this agreement
immediately stop using the Intellectual Property except as expressly authorised
by the Company in writing;
19.6.
not use any name or mark similar to or capable
of being confused with any name or mark of ours;
19.7.
not use the Intellectual Property except
directly in our interest;
20.
Confidential Information
20.1.
You now agree that you will:
20.1.1
keep all records of the Confidential Information
in all media separate from other records;
20.1.2
use your best endeavours to keep confidential
(and to make sure that your employees and agents shall keep confidential) any
Confidential Information which you or they may acquire.
20.1.3
not store, copy, or use the Confidential
Information in any place or in any electronic form which may be accessible to
any other person.
20.1.4
not use or disclose Confidential Information
except with our consent.
20.1.5
from today until the expiry of five years from
the termination of this agreement, keep the Confidential Information secret and
not divulge or make it known to anyone nor use it for the benefit of yourself
or any other person.
20.2.
This paragraph does not apply to disclosure:
20.2.1
made with the consent of the proper officers of
the company or under the authority of the board or by order of the court.
20.2.2
of information or knowledge which comes into the
public domain otherwise than by reason of our default.
20.2.3
as may be minimally necessary to give effect to
the purposes of this agreement whilst ever the agreement is operational.
20.3.
The obligations set out in this paragraph shall
continue to be fully effective indefinitely even if you have destroyed or
returned the Confidential Information.
20.4.
We hereby grant to you a non-exclusive,
non-transferable licence, during the term of this agreement, to use the
Intellectual Property solely to promote the Goods and Services.
20.5.
This licence cannot be sub-licensed, assigned or
otherwise transferred by you.
20.6.
The provisions of this paragraph shall survive
for a period of 5 years after termination of this agreement.
21.
You indemnify us
You agree to indemnify us against all costs claims and
expense arising directly or indirectly from:
21.1.
any claim representation or warranty made by you
in connection with us or the Goods or Services; or
21.2.
your failure to comply with the law of any
country; or
21.3.
any use of Your Website for a purpose forbidden
by this agreement;
21.4.
legal or other fees we incur in defending a
claim or the imposition of a fine or penalty;
22.
Interruption to the Service
22.1.
If we believe in our absolute discretion that it
is necessary for us to interrupt the Services we may do so without notice to
you.
22.2.
You acknowledge that the Services may also be
interrupted for reasons beyond our control.
22.3.
You agree that we are not liable to you for any
loss whether foreseeable or not, arising as a result of interruption to the
Services.
23.
Disclaimers and limitation of liability
23.1.
The law differs from one country to another.
This paragraph applies so far as the applicable law allows.
23.2.
All implied conditions, warranties and terms are
excluded from this agreement.
23.3.
Our Website includes Content Posted by third
parties. We are not responsible for any such Posting. If you come across any
Content which offends against this document, please contact us via the “Contact
us” page on the Site.
23.4.
You are advised that Content may include
technical inaccuracies or typographical errors. This is inevitable in any large
website. We would be grateful if you bring to our immediate attention, any that
you find.
23.5.
Our Website contains links to other Internet
websites. We have neither power nor control over any such website. You
acknowledge and agree that we shall not be liable in any way for the content of
any such linked website, nor for any loss or damage arising from your use of
any such website or from your buying services or goods via such a website.
We claim no expert knowledge in any subject. We disclaim any obligation
or liability to you arising directly or indirectly from information you take
from Our Website.
23.6.
We accept no responsibility for:
23.6.1
delivery of Content, material or any message;
23.6.2
privacy of any transmission;
23.6.3
third party advertisements which are posted on
Our Website or through the Services;
23.6.4
the conduct, whether online or offline, of any
user of Our Website or the Services;
23.6.5
failure or malfunction of computer hardware or
software or technical equipment or system connected directly or indirectly to
your use of the Services.
23.6.6
loss or damage resulting from your attendance at
an event organised through Our Website or the Services;
23.7.
You agree that in any circumstances when we may
become liable to you, the limit of our liability is the amount you have paid us
in the immediately preceding 12 month period for the Services concerned.
23.8.
Except in the case of death or personal injury,
our total liability under this agreement, however it arises, shall not exceed
the sum of £10,000.
23.9.
We shall not be liable to you for any loss or
expense which is:
23.9.1
indirect or consequential loss; or
23.9.2
economic loss or other loss of turnover,
profits, business or goodwill even if such loss was reasonably foreseeable or
we knew you might incur it.
23.10.
This paragraph (and any other paragraph which
excludes or restricts our liability) applies to our directors, officers,
employees, subcontractors, agents and affiliated companies (who may enforce
this clause under the Contracts (Rights of Third
Parties) Act 1999 as well as to ourselves.
23.11.
Nothing in this agreement shall be construed as
limiting or excluding our liability for death or personal injury caused by our
negligence.
24.
Miscellaneous matters
24.1.
Our privacy policy is strong and precise. It
complies fully with the Data Protection Act 2018 which is at https://clickpave.co.uk/page/privacy-policy
24.2.
The schedules, if any, to this agreement are
part of the agreement and have the same force and effect.
24.3.
So far as any time, date or period is mentioned
in this agreement, time shall be of the essence.
24.4.
If any term or provision of this agreement is at
any time held by any jurisdiction to be void, invalid or unenforceable, then it
shall be treated as changed or reduced, only to the extent minimally necessary
to bring it within the laws of that jurisdiction and to prevent it from being
void and it shall be binding in that changed or reduced form. Subject to that,
each provision shall be interpreted as severable and shall not in any way
affect any other of these terms.
24.5.
The rights and obligations of the parties set
out in this agreement shall pass to any permitted successor in title.
24.6.
No failure or delay by any party to exercise any
right, power or remedy will operate as a waiver of it nor indicate any
intention to reduce that or any other right in the future.
24.7.
Any communication to be served on either party
by the other shall be delivered by hand or sent by first class post or recorded
delivery or by e-mail.
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It shall be deemed to have been delivered:
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if delivered by
hand: on the day of delivery;
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if sent by post to
the correct address: within 72 hours of posting;
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If sent by e-mail to
the address from which the receiving party has last sent e-mail: within 24
hours if no notice of non-receipt has been received by the sender.
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24.8.
In the event of a dispute between the parties to
this agreement, then they undertake to attempt to settle the dispute by
engaging in good faith with the other in a process of mediation before
commencing arbitration or litigation.
24.9.
This
agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or
otherwise, except that any provision in this agreement which excludes or
restricts the liability of our directors, officers, employees, subcontractors,
agents and affiliated companies, may be enforced under that act.
24.10.
In the event of any conflict between any term of
this agreement and the provisions of the articles of a limited company or any
comparable document intended to regulate any other corporate or collective
body, then the terms of this agreement shall prevail.
24.11.
The validity, construction and performance of
this agreement shall be governed by the laws of England and Wales, and
you agree that any dispute arising from it shall be litigated only in that
country.
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