AFFILIATE TERMS AND CONDITIONS
When you sign up to become an Affiliate it is on the basis that you are agreeing to these terms and conditions (the terms) and that you have read and understood them and raised any queries before agreeing to them. If you do not accept these terms and conditions, please do not register as an Affiliate.
For the definitions used in these terms see below.
1 TO BE AN AFFILIATE YOU AGREE TO COMPLY WITH THE FOLLOWING:
(1) be aged 18 years or over, own a business or employed by another organisation (such as a limited company in which you are a director) whose express permission you must obtain and maintain an Affiliate account on their behalf and for which they are responsible, hold a PayPal account (to receive payment from us) and provide all the information we require, making sure that the information is current, accurate and valid.
(2) be solely responsible for using the affiliate programme, any activity which takes place on your Affiliate Account and for and any content which is uploaded using your account.
(3) keep your password safe and not allow others to use it (all account security is your responsibility)
(4) use your account legally, in compliance of relevant laws and these terms and conditions (including, but not limited to clause 4 following) and you must not violate the rights of other, including, but not limited to intellectual property rights such as copyright.
2 APPOINTMENT AS AN AFFILIATE
(1) (a) Appointment as an Affiliate is non-exclusive and for your benefit only so you can’t transfer, sell, rent, share or otherwise enable any other person or organisation to benefit.
(b) You can describe yourself as an Affiliate and will not, in any way (directly, indirectly or with the help of anyone else) act or purport to be anything else.
(2) (a) Our agreement with you begins once we have approved your registration as an Affiliate and will continue until either of us gives the other written Notice, in accordance with clause 5 following.
(b) Our affiliate programme is intended for commercial use only so you can facilitate others to buy our products or services in return for a Referral Fees. You agree (directly, indirectly or with the help of anyone else) that you won’t buy products or services for your own use or for any other commercial or resale use whatsoever.
(c) (i) The agreement between us relates to sales of products and services made online, using our Website only and it is intended that all communication between us will be online. You may you choose to refer enquiries not generated by our website to us, but we would have to agree the terms of this with you because it is not part of this agreement.
(3) (a) Please refer to the https://www.theactionistas.com/affiliate-area/ as shown on the Website. Once you’ve registered and been approved as an Affiliate you will be assigned a unique Affiliate Link for use on your Website, in your social media, blogs, emails, other communications, lead generation and marketing. You and may also be able to access and use Creatives for use lead generation and marketing purposes. This ultimately means that if anyone uses your Link and buys from our website that sale is tracked in your Affiliate account and your Referral Fees earned because of that sale will then be shown in your Affiliate account.
(b) It is important that you use the Affiliate Link because it is when anyone uses your Link and buys from our website that the sale is tracked and your Referral Fees earned. Since your Link provides accurate tracking of sales, reporting, and Referral Fees to your Affiliate account it is your sole responsibility to access and use the Link and Creatives.
(c) For the duration of the agreement between us, we grant you a non-exclusive, worldwide, and royalty-free licence to the Affiliate Link and Creatives for the purposes of facilitating referrals to the Website, to establish and maintain the Link. However, we always maintain control and reserve the right to alter the design of the Link and/or Creatives at any time without notice and/or to terminate this licence at any time and to request that you remove any Link and Creatives immediately upon termination in accordance with clause 5 or whilst we investigate any suspected breach by you.
(d) You will earn Referral Fees only with respect to sales on any of our products or services occurring directly through your Affiliate Link; we will not be liable to you with respect to any inability, mistake or failure by you or someone you refer to use Affiliate Link, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you because of this Agreement.
(4)(a) We will be responsible for the processing and despatch of all purchases. You will not offer any of our products or services for sale, as if you owned those product or services, either on your own account, such as on your own website, or in any other way.
(b) We reserve the right to assign and/or sub-contract all or any part of the supply of our products or services
(5) All buyers purchasing products or services from our website are deemed to be our customers/buyers and subject to the terms and conditions and policies of our Website. We reserve the right, at our sole discretion, to change our Website or its terms and conditions and policies without any notice or liability whatsoever.
(6) You accept and understand that
(i) we own the copyright and all intellectual property rights to and connected with the Link and Creatives, our Website and all content, including, but not limited to design and source codes which are protected by copyright, and other intellectual property rights and laws and
(ii) you do not obtain any rights whatsoever in the Link, Creatives, our website and all content and any intellectual property, other than the licence granted at clause 2(3)(c) above.
(7) (a) Whilst we will use our reasonable endeavours to ensure that our Website is available and to supply any products or services, access to our website is provided on an “as is” and “as available” basis.
(b) We will not be responsible for
(i) any loss of function nor any virus, or any loss or damage whatsoever because of use of
(ii) any use of our website nor any failure to either access or use the Website, any unavailability of our website or any inability to supply products or services.
(c) Consequently, we both specifically agree that we can never be liable for any losses or damage resulting from use of our website or any failure to provide.
3 REFERRAL FEES
(1) (a) In return for using the Link and promoting our website we will pay you Referral Fees, for all completed sales made by a buyer who places an order on our website having directly clicked through your Link to our Website until the cookie expires which is 7 days from the first time the buyer uses the Link. If they subsequently purchase a product after the 7 day period, you will not earn any Referral Fees.
(b) Referral Fees are only payable on properly formatted Links we provide to you that are automatically tracked and reported by our Website and in your Affiliate account. We can not pay Referral Fees if it was not tracked by our system.
(c) We reserve the right to disqualify Referral Fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
(d) Please note that it is possible for buyers to delete cookies and we have no control over this. If cookies are deleted, then you will not earn any Referral Fees
(2)(a) The Referral Fees are calculated as follows:-
15% of the amount which we receive (net sales price) from the sale of our products and
10% of the amount which we receive (net sales price) from the sale of our services
which are directly sold because of your Link, as outlined in 3(1) above, in any one calendar month.
(b) You will be able to track any Record of Sales, including Referral Fees due and/or paid to you, by accessing your Affiliate account. We are unable to provide this information in any other way so that you can maintain control of your Affiliate account.
(c) The net sales price is calculated by deducting all disbursements, VAT and taxes, handling, despatch and shipping costs, service charges and credit card processing fees, return and deducting any refunded sales or credit notes issued. Any disbursements payable will be referred to in the description of the service on the website.
(d) Referral Fees are exclusive of VAT. If you are registered for VAT, you must provide your VAT registration number on registration to be an Affiliate. Where there is any change to your VAT status or any change in your VAT registration status you must inform us within 14 days of any such change.
(3) (a) Referral Fees become due for payment 30 days from the date that we receive cleared payment from the buyer. Payments only begin once you’ve earned more than £50 in affiliate income. If your affiliate account never crosses the £50 threshold, your Referral Fees will not be paid.
(b) Referral Fees are usually paid on the last day of each calendar month, in arrears, unless we increase the number of payment dates in any month. So, for example, Referral Fees for a sale made on the 15th June will become due for payment on the 15th July and will be paid to you no later than the 31st of July.
(c) It is your responsibility to prepare any invoice or other document which you require for your own accounting records by using the information provided on your Affiliate Account.
(4) If there is a refunded sale in respect of which Referral Fees have been paid to you, then the amount of those Referral Fees will be deducted from the next Referral Fees payable to you. Where you close your Affiliate account or have not earned any Referral Fees within 90 days of any refunded sale we reserve the right to pursue a claim for any Referral Fees relating to refunded sales from you and may charge interest at the rate of 15% per annum and recover all reasonable costs in obtaining payment from you.
(5) All Referral Fees will be paid in GBP by Paypal. Any applicable exchange rate required will be paid at the exchange rate used by Paypal on the date that the Referral Fees are made.
(6) (a) You are never, at any time, our employee or worker and always remains independent of us and
(b) You acknowledge and agree that you remain always solely responsible for payment of and to properly account for any VAT or any other duties or taxes whatsoever in respect of any Referral Fees paid by us to you.
4 CONDUCT OF AFFILIATE
(1) We enter this agreement on the following basis: –
(a) You will not make any representations, warranties, guarantees about us and/or our products or services except such as are wholly consistent with the Creatives and our website and Terms and Conditions of Sale.
(b) Unless we have otherwise agreed in writing, you will not take any direct orders for the sale of any products or services.
(c) You own any website (including the domain name and content) or venue used or have the legal right to use it for the purposes of our agreement and are solely responsible for ensuring that you comply with all terms and legislation relating to them and specifically agree to indemnify and hold us and our employees and agents harmless from all claims, damages and expenses whatsoever, including, without limitation, legal expenses, arising out of the operation, maintenance and content of those websites.
(2) You will not place the Link or any Creatives on a website or in any other venue or place which we, in our sole discretion, deem to contain any material or content which is harmful, illegal or offensive nor any infringement of intellectual rights and copyright or be used for illegal purposes such as fraud or in any other crime.
(3) You specifically confirm that you will notify us immediately of any unauthorised use, any suspected breach of security of your Affiliate account or any website or venue where the Link or Creatives are used.
(4) You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
(1) We may, upon written notice, terminate our agreement with you with immediate effect and without any liability for compensation or damages whatsoever if:
(a) in our sole and absolute discretion, you have committed a breach of these terms and/our agreement that is not capable of being remedied OR
(b) you are guilty of any act which, in our sole opinion, has or may bring us into disrepute or which is prejudicial in any way to our interests
(2) Other than as provided for at clause 5(1) above, either of us may, terminate this agreement by giving the other 28 days written notice,
(3) Upon termination, you must immediately cease to use and remove the Link and any Creatives to our website, cease to use any part of it and there can be no reference whatsoever, in any form, to us on your website or any other venue which you control content. If you fail to do this, you will be responsible for any loss or expenses or legal action which we take to enforce this.
(4) Once you have given notice we reserve the right to pay any final Referral Fees due to you within 90 days of the termination date, rather than in accordance with clause 3. This is to allow for any Refunded Sales.
(5) We reserve the right to interpret that any continuing Link or Creatives which you fail to remove are a continuation of this agreement you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
(1) To the extent that the law allows, we make no express or implied warranties or representations with respect to these Terms and Conditions or our agreement with you, the website, the products or services and will not be held responsible for any direct or indirect, special, incidental or consequential damages or loss, including, but not limited to, any damages for loss of income, profits, revenue, data, incurred by you, your clients/customers or any third parties, whether based in contract, tort or in any other way whatsoever, even when we have been advised of the possibility of such damages and you specifically agree to completely indemnify us in respect of any claims, demands, settlements, liability costs and expenses whatsoever. This will apply whether such loss or damage was reasonably foreseeable or we were made aware of such possibility.
(2) In the unlikely event that we would be held liable for any losses then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the Referral Fees due to you in respect of the relevant product or services.
(1) Notices – Any Notices for either of us must be sent
(a) to us, by email at firstname.lastname@example.org
(b) to you, using the email addresses address provided on registration of your Affiliate account unless you have given us Notice of a change of address (please see 7(1)(c) below).
(i) by email are deemed to have been received on the next working day after it was sent if the sender has proof of sending
(2) Waiver – Nothing in these terms with you and no express or implied waiver by us in enforcing any of our rights under any agreement shall prejudice our rights to do so in the future.
(3) Force Majeure – We will not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we will be entitled to a reasonable extension of our obligations.
(4) Invalidity and severance – Each clause or any part of these terms and our agreement with you is to be regarded as independent of the others. This means that should any clause or any part of these Terms and Conditions be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of these Terms and Conditions and our agreement with you.
(5) Jurisdiction – these terms and our agreement with you shall be interpreted, construed and enforced in accordance with English law and other than as specifically provided for within these Terms and Conditions, shall be subject to the exclusive jurisdiction of the English courts. However, if any dispute does occur we reserve the right to deal with this by Arbitration using an arbitrator allocated by the President for the time being of the Chartered Institute of Arbitrators and any decision will be binding on us both.
“We”, “us” means The Actionistas (a Law Hound Limited Company), a Company registered in England and Wales
“You”, the “Affiliate” means the business for which you have provided valid contact details and completed the online registration process for at https://www.theactionitas.comaffiliate-area/
“Affiliate account” means the account which will be set up and accessed by you and approved by us at https://www.theactionistas.com/affiliate-area/. This will enable you to access the Affiliate Link, Creatives and Record of Sale.
“Affiliate Link” or “Link” means the affiliate Uniform Resource Locator (URL) and any Link provided to you by us via the Affiliate Account together with guidelines for use. The Link will allow buyers/users who click on the Link to navigate directly to our website. The Link means that your unique identity is stored in a cookie within the buyers/users’ browser so that it tracks any purchase the buyer/user makes from our Website and your Referral Fees will then be shown in your Affiliate account.
“Completed sales” means where a buyer has made a purchase of products and/or services from our website for which we have received cleared payment and 30 days have passed since the date that we received that cleared payment
“Creatives” means graphical artwork, banner images and other content you can use to generate leads and help you sell products and services from our website, together with guidelines for their use.
“Our Website” means www.theactionistas.com and any other websites which may be added or included by a written addendum to these terms and conditions.
“Products” means any documents, digital downloads, e-books and anything which is not a service, which we offer for sale or use through our website.
“Referral Fees” mean a percentage of the amount which we receive (net sales price) from the sale of our products or services, calculated in accordance with clause 3 above, when a sale is made directly through your Affiliate Link.
In return for using the Link and promoting our Website we will pay you Referral Fees, for all completed sales made by a buyer who places an order on our website having directly clicked through your Link to our Website that session.
“Refunded sales” means sales where, for whatever reason, the buyer receives a refund of the amount that is paid to us for the products/services purchased from us using your Link.
“Record of Sale” means details of the products or services purchased, the date of sale, the total amount of the Sale and its payment days.
“Services” means any services which we offer for sale through our website. Services involve our input (action or performance) requiring interaction between ourselves and the buyer, or someone on their behalf (as opposed to products which can be downloaded from the Website and do not require any interaction between ourselves and the buyer).