AFFILIATE ADVANTAGE LIMITED - TERMS OF BUSINESS
This contract is between AFFILIATE ADVANTAGE LIMITED (Company Number 4824616) ("AAL") and you.
'Affiliate' is defined as any third party's website from which AAL directs traffic to your Website using AAL links.
'Commission' is calculated based on the traffic directed to your website using the AAL links and the commission rates granted by you.
- This Agreement shall continue until one part gives the other not less than 3 months notice of termination. Upon termination of this Agreeement AAL commits to return any credit remaining in your account.
- Our Obligations
- Subject to the terms of this Agreement and in consideration of you paying AAL commission, AAL shall provide you with its services, which include access to the AAL online platform as a merchant, access to our network of affiliates to help promote your goods/services and assistance (through the AAL online platform) with the calculation of commissions due from you to the Affiliates.
- AAL commits to return any commission which remains in your account within 28 days of the termination of your Agreement with AAL.
- Your Obligations
- You agree to ensure your account with us is kept in credit at all times.
- Should we offer you any credit facilities, these will be subject to interest at 4% above the base rate of Lloyds Bank Plc.
- You agree to validate your commissions payable to Affiliates regularly. The validation shall be based on your complete discretion and your measurements of the amount of commissions shall be final and not open to review by affiliates.
- Commissions are automatically validated after two weeks. Subject to special agreement, we may vary the time given to you to validate commissions.
- Once commissions have been validated they cannot be reversed without the special agreement of AAL.
- Withdrawal of Service
- AAL can elect to withdraw its services if payment is not made by the due date or your account is not in credit.
- In these circumstances you covenant to pay any monies that are owing or will become due to the Affiliates at the time in question. However, this will not prevent AAL from claiming from you any particular monies due to the Affiliates at the date of termination.
- You shall use all reasonable endeavours to rectify any fault or error as soon as possible following detection.
- AAL does not warrant that its hardware or software (technology) will be free from fault or error but shall use all reasonable endeavours to rectify any fault or error as soon as possible following detection.
- AAL shall maintain the AAL platform.
- You will ensure that you run your website in a professional manner
- AAL will provide its service and maintain the availability of the AAL Website in accordance with best industry standards and do nothing that would detrimentally affect your reputation. AAL has obtained and will maintain all necessary registrations, consents and licences to enable it to perform its obligations under this Agreement.
- The Parties' Responsibilities for the Affiliates
- If AAL becomes aware that any Affiliate is in breach of its obligations to you, AAL shall have the right to remove the Affiliate from their arrangement with you without liability of any kind to you.
- Marketing Data
- All data concerning visits to your site captured by the AAL belongs to AAL.
- Clause 7a above shall not limit your entitlement and right of ownership to the data collected by you.
- Use of the either Party's Trade Marks
- Subject to the licence granted to AAL under Clause 8c below, you reserve all right, title and interest in your trade marks and website.
- Subject to the licence granted to you, AAL reserves all of its right, title and interest in its trade marks and technology.
- You hereby grant AAL a non-exclusive, revocable, royalty-free, world-wide licence to use, reproduce and display your trade marks for the purposes envisaged by this Agreement.
- Neither party shall be liable to the other for any indirect, consequential or special damages or economic loss which shall include loss of profits, business, contracts, revenues, commissions, goodwill or anticipated savings even if the same were foreseeable. In any event the total liability of the Parties under the Agreement in tort, breach of contract, statute or otherwise is limited to the lower of £10,000 and the net monies paid to AAL by you.
- Consequences of Termination
- AAL shall upon the termination of this Agreement within 7 Days remove any reference to you from its website.
- AAL will refund all monies paid on account by you after deducting any outstanding invoices and any outstanding commissions. AAL may also at its discretion charge a processing fee of £30 to refund monies accounts in addition to any bank charges incurred.
- On termination of this Agreement all rights granted by you to AAL to use your trade marks and all rights granted by AAL to you to use AAL's trade marks shall automatically cease.
- Either party shall be entitled to request the other party to remove the AAL link and your trade marks if it:
- needs to do so in order to comply with a statutory or regulatory obligation or the order or direction of a Court or regulatory authority of competent jurisdiction; or
- believes in its reasonable opinion that the continued use of the trade mark in question may bring its name / reputation into disrepute.
- No party will disclose, and each party will take all proper steps to keep confidential, all information which is disclosed to or obtained by it under or as a result of this Agreement and will not divulge it to any third party or employee except for the purposes of carrying out their obligations under this Agreement. Each party may copy whatever materials it feels necessary to carry out its obligations under this Agreement. Upon expiration or termination of this Agreement, each party must return to the other party all materials disclosed by the other party including any copies made.
- If either party is reasonably prevented or delayed in performing its obligations under this Agreement by any event beyond its control it must immediately advise the other party setting out the exact circumstances and both parties shall be released from performing any of its obligations. If this continues for 3 months, either party can elect to terminate this Agreement immediately in which case neither party has any liability to the other except as regards rights and liabilities which have already accrued which will continue to subsist or are expressed to continue beyond the termination of the Agreement.
- Neither party can, without the prior written consent of the other party assign, transfer, charge or deal in any way with this Agreement or any of its rights under it, or purport to do any of these things, nor sub-contract any or all of its obligations under this Agreement.
- This Agreement sets out the entire agreement and understanding between the parties and no other representation or statement (excluding those which are fraudulent) whether in writing or not shall form a term of this Agreement unless such representations are made by email between AAL and you.
- This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts
- The Contracts (Rights of Third Parties) Act 1999 is expressly excluded.