TERMS & CONDITIONS FOR AFFILIATE PROGRAM
Welcome to morphee.co.uk
This Affiliate Agreement is made and effective once you join the program via UPPROMOTE.
These following terms and conditions apply to individuals who are accessing or using the Program both as the merchant (“we” or “merchant”) and an affiliate (“you” or “affiliate”) who refers customers to use product or service from the merchant.
By participating in the Program, affiliate agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an affiliate or participate in the Program in any manner.
The terms and conditions of the relationship between: the Merchant: Whitestep Ltd, a company incorporated in England and Wales under registered number 06208613, whose registered office is at The Station Masters House 168 Thornbury Road, Osterley Village, Isleworth, TW7 4QE and the Affiliate, with means to participate in the Morphée Affiliate Program (the “Program”) to refer traffic to the Merchant’s website.
1. Approve or Reject of the Registration
We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration.
2. Promotional Content and Website links
The Affiliate is authorised on a non-exclusive basis to promote the Merchant products to its website visitors using the Promotional Content.
The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Merchant products. Use of the Merchant’s Promotional Content is subject to the restrictions of this Agreement and the Merchant can object to any use of Promotional Content if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
The Merchant is not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.
3. Reporting
The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in this Agreement.
4. Tracking of End Users and Compliance
The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads.
In performance of its obligations under this Agreement, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about products must be accompanied by a prominent statement that the affiliate is being paid to promote the products.
The Affiliate undertakes and covenants that at all times they will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.
Affiliate warrants that its site does not:
a. promote sexually explicit materials;
b. promote violence;
c. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; d. promote illegal activities; or
e. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
5. Payments & Fees
The Merchant will pay the Affiliate a fee equal to 10% of Net Sale Price for each Converted Lead. The fee is inclusive of any VAT payable by the Merchant to the Affiliate and based on the Net Sale Price.
‘Net Sale Price’ means the total received in GBP from the Customer less:
(i) any tax collected by the Company for or on behalf of any governmental or taxing authority (such as VAT),
(ii) shipping and handling charges,
Approval and acceptance of any Converted Lead shall be at Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.
All payments will be made monthly at a time best suited to the Merchant’s accounts department.
6. Limited licence
The Merchant hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
a. use and reproduce the Promotional Content in strict compliance with this Agreement; and
b. display the Promotional Content on the Affiliate’s website and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant products as provided in this Agreement.
c. affiliates must only promote voucher/promotional/discount codes or campaigns specifically issued to them by the Merchant or Merchant approved affiliate app.
The Affiliate must not alter or permit alteration of or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by the Merchant or its agents on the products or associated documentation or literature, without the Merchant’s prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Promotional Content, products, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the Promotional Content, products, any underlying intellectual property, and any related goodwill are the sole and exclusive property of the Merchant.
The Affiliate must not, during the term of this Agreement and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
The Merchant reserves the right to monitor the Affiliate Site to determine if they are in compliance with this Agreement.
The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license terminates automatically when this Agreement terminates.
7. Termination
If an affiliate wishes to be removed from the affiliate program, they can do so by contacting us on hello@morphee.co.uk
A party can terminate the Agreement immediately by giving written notice to the other party if that other party:
a. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
b. commits a material breach of the Agreement (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
c. c. persistently breaches any term of the Agreement;
d. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
e. is a company over any of whose assets or property a receiver is appointed;
f. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
g. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
On termination of the Agreement for any reason, the Affiliate must permanently remove all Promotional Content from its website and return it to the Merchant.
8. Confidentiality
Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
9. Limitation of liability
The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under this Agreement.
No party will be liable to any other party under the Agreement (except where required by law) for any:
a. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
b. loss or corruption of any data, information, database or software;
c. loss of profits;
d. loss of business;
e. depletion of goodwill and/or similar losses;
f. loss of anticipated savings.
10. Changes to Merchant products
The merchant can change any terms of the Merchant products including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.
11. Data protection
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the UK General Data Protection Regulation and any national implementing and supplementary laws, regulations, and secondary legislation, including the Data Protection Act 2018. This clause is in addition to, and does not reduce, remove, or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any Converted Lead data to any third party.
12. Governing law and jurisdiction
This Agreement will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.
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We wish you all the very best. You can always re-visit these Affiliate Program terms and conditions in the future and if you have any questions you can send email to hello@morphee.co.uk for support.
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