THIS AGREEMENT BETWEEN: (1) LIGHT AND LAND LIMITED a Company incorporated in England and Wales under Company number 03007002 whose registered office is Eccliffe Mill Gillingham Dorset SP8 5RE (the “Company”) (2) THE AFFILIATE: by signing up to the Affiliation scheme you agree to the following:
This Agreement shall not commence or take effect until:-
(a) The Company has confirmed the acceptance of an Affiliate under the terms of this Agreement.
2.1. The Affiliate may terminate this Agreement with immediate effect at any time.
2.2. The Company may also terminate this Agreement with immediate effect without notice and with no liability to make any further payment whatsoever to the Affiliate (other than in respect of amounts accrued due at the date of termination) if the Affiliate:
(a) Commits a material breach of any term of this Agreement.
(b) Acts in any manner which in the opinion of the Company brings or is likely to bring the Company into disrepute or is materially adverse to the interests of the Company.
2.3. On termination of this Agreement for any reason:
(a) The Affiliate must cease to use the service immediately and shall delete all links to Linked Websites.
(b) The Affiliate shall be entitled to no further payments whatsoever except in respect of those payments that have accrued due at the date of termination.
(c) All licences and benefits granted to the Affiliate under this Agreement shall immediately terminate including the right to use any domain names, text, images, banners or any other works created by or for the Company.
The Affiliate shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) and all other reasonable costs and expenses suffered and incurred by the Company arising out of or in connection with the Affiliate’s improper, negligent or unauthorised use of the Company’s service or the Company’s website or in relation to any website to which the Affiliate is linked by the Company.
4.1. Payment Models: The Company will make payments to all Affiliates under one payment model:-
Standard Model (Default)
The Company undertakes to make payments to Affiliates on this payment model 4 weeks after the end of the month in which they have made a sale or action that would result in being paid.
Payment is only made to Affiliates that have a minimum balance of £50 (fifty pounds) in their account. Affiliates who do not meet the minimum balance requirements will not be eligible for payment until it has been reached. Furthermore any account that has had no activity (clicks, sales etc.) for a period of 6 calendar months will be deemed to be abandoned and the Company will apply a variable account closing charge up to the maximum of £25. The charge will never be greater than the balance in the account.
The Company will provide the Affiliate with a detailed real time reporting system showing commission that is pending, approved or void. The Affiliate agrees to regularly check his reports to ensure that the commission shown is correct. The Company accept no responsibility for any errors or omissions and their consequential implications which are not notified to it in writing within a four week period. This four week period begins on the day that the sale/action which generates the commission took place. While the Company will do everything it can to correct any errors or omissions which may occur, it will not be liable for any of these which are not brought to its attention within the 4 week period as detailed above.
In the event of any Affiliate fraud, all transactions in the Affiliate’s account will be reversed. We also reserve the right to take legal or criminal action against the companies and individuals involved. In the event of suspected fraud, payment to an Affiliate's account will be stopped and the Affiliate will be asked to provide additional information as to how they have been promoting the Company to ascertain where any rules or program terms may have been broken. Failure to comply will result in monies being withheld and the Affiliate's account being terminated.
5. LIMITATION OF LIABILITY
5.1. this clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Affiliate in respect of:
(a) Any breach of this agreement.
(b) Any use made by the Affiliate of the services of the Company; and
(c) Any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement
5.2. (a) The Company shall not be liable whether in contract or tort (including for negligence or breach of statutory duty) misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and
(b) The Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty) misrepresentation (whether innocent or negligent), restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to Ten Thousand Pounds (£10,000).
5.3. Nothing in this Agreement excludes or limits the liability of the Company for:
(a) Death or personal injury caused by the Company’s negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability which cannot lawfully be excluded or limited.
The Affiliate shall not:
(a) In any way reproduce the Company’s website or any part of its contents other than to the extent permitted under this Agreement; or
(b) Misrepresent the relationship between the Affiliate and the Company, nor present any false information about the Company; or
(c) Link to the Company website if the Affiliate’s website may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious or if the Affiliate’s website infringes any third party rights or otherwise does not comply with all applicable laws or regulations.
7. PROPRIETORY RIGHTS
The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company website and all the Company’s products and services. Except as expressly stated herein, this Agreement does not grant the Affiliate any rights to, or in, patents, copyrights, data base rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.
Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
9. AFFILIATE INFORMATION
9.1. The Affiliate consents to the publication of the Affiliate's name and web address on the Company website
9.2. The Affiliate consents to the Company sending newsletters and other publicity material to the Affiliate's email address and using the information given by the Affiliate for marketing purposes.
9.3. The Affiliate consents to the Company publishing statistics or summaries relating to the business generated pursuant to this Agreement.
9.4. The Company may contact the Affiliate by email, telephone or post for information relating to the operation of this Agreement.
the Affiliate warrants that they are a private individual over the age of 18.
11. RIGHTS AND REMEDIES
The rights and remedies provided under this Agreement are in addition to, and not exclusive to,
any rights or remedies provided by law.
12. ENTIRE AGREEMENT
12.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
12.3. Each party agrees that the early rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
12.4. Nothing in this clause shall limit or exclude any liability for fraud.
13. ASSIGNMENT AND OTHER DEALINGS
13.1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the Company.
13.2. The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
14. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deem to, establish any partnership or joint venture between any of the parties, constitute any party, the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other part
No variation of this Agreement shall be effective until it is in writing and signed by the parties (or their authorised representatives)
16. THIRD PARTY RIGHTS
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17. GOVERNING LAW
This Agreement or any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the Laws of England and Wales.
Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.