Affiliate Programme Agreement- June 2020
a) This Agreement applies to the Affiliate’s participation in Law-Answers Affiliate Programme (“the Affiliate Programme”).
b) Atkins-Shield Ltd owns and operates the Law-Answers.com website (“the Company Website”) for the purposes of marketing its services to its users (“Services”).
c) The Affiliate operates its own website (“the Affiliate Website”) for the purposes of marketing goods and/or services and/or information and advice to its members, users and donors.
d) The Affiliate wishes to enrol in the Affiliate Programme, subject to the terms and conditions of this Agreement, and shall include one or more Affiliate Link Pages on the Affiliate Website which shall link to an Affiliate Landing Page on the Company Website.
- Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Affiliate Landing Page”
|means the account created and maintained in accordance with sub-clause 3.3;
means a web page on the Company Website to which the Affiliate Users shall be linked to register and subscribe to Law-Answers Services;
|“Affiliate Link”||means a link on the Affiliate Website which shall link directly to an Affiliate Landing Page on the Company Website;|
|“Affiliate User”||means a user who has clicked through to the Company Website from an Affiliate Link ;|
|“Commission”||means the commission payable by the Company to the Affiliate for Completed Sales, as set out in Clause 7;|
|“Completed Sale”||means the completed purchase of Services offered for sale on the Company Website by an Affiliate User who has clicked through directly to the Company Website from an Affiliate Link and that purchase has been completed during a single browser session;|
|“Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“Effective Date”||means the date described in sub-Clause 2.2;|
|“Net Revenue”||means, in respect of each Completed Sale, the gross revenue received by the Company, exclusive of VAT and any other tax, after the deduction of any rebate, allowance, credit, or other adjustment granted or allowed with respect to that Completed Sale, and any service fees or fulfilment or other charges (including credit card charges) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Completed Sale.|
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to this Agreement;
1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement; and
1.2.6 a “Party” or the “Parties” refer to the parties to this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include any other gender.
1.6 References to persons shall include corporations.
- Enrolment in the Affiliate Programme
2.1 By entering into this Agreement, the Affiliate agrees to enrol in the Affiliate Programme, subject to the terms and conditions of this Agreement.
2.2 This Agreement shall be effective between the Company and the Affiliate when the Affiliate first uses the Company Website.
2.3 This Agreement shall be non-exclusive and shall not restrict or prevent the Company from entering into similar or different arrangements with third parties.
- The Company’s Obligations
3.1 The Company shall be responsible for operating and maintaining the Company Website.
3.2 The Company shall create, operate, and maintain the Affiliate Landing Page.
3.3 The Company will operate a programme accessible by the Affiliate that will allow the Affiliate to create an account in which details relating to sales of subscriptions for Services generated by the Affiliate Website and Commission earned by and paid to the Affiliate will be stored and displayed.
3.4 The Company will make the Affiliate Account available for use by the Affiliate only for long as the Affiliate only for long as the Affiliate continues to market and promote the Services on the Affiliate Website.
3.5 The Company will terminate the use of the Affiliate Account when the Affiliate ceases to market and promote the Services or ceases to maintain the Affiliate Website or takes down or de-activates the Affiliate Link.
3.6 The Company retains the right to suspend the Affiliate Account if it deems there is a sufficient reason to do so.
3.7 The Company may use the Affiliate’s logo and other materials provided by the Affiliate on the Company Website for the purposes of advertising and marketing the Affiliate Programme, in accordance with this Agreement and any reasonable written instructions provided by the Affiliate.
3.8 The Company shall provide to the Affiliate the required materials to link to the Affiliate Landing Page. These materials include the code for the link and any image files to which such code should be applied as determined by the Company.
3.10 The Company reserves the right to change the name of the Company Website at any time without notice.
- Affiliate’s Obligations
4.1 The Affiliate shall provide one or more Affiliate Links to the Affiliate Landing Page on such of the Affiliate Website’s pages that it may decide.
4.2 The Affiliate use its commercially reasonable endeavours to market and promote the Company Website and the Services via the Affiliate Link(s) in order to generate Completed Sales.
4.3 The Affiliate shall operate and maintain the Affiliate Website in accordance with sub-Clause 5.1 and provide the materials set out in sub-Clause 5.2.
4.4 The Affiliate shall provide the Company with all reasonable co-operation required in relation to the Company’s performance of its obligations under this Agreement.
4.5 The Affiliate shall provide the Company with access to any and all information which may be reasonably required by the Company in relation to the Company’s performance of its obligations under this Agreement.
4.6 The Affiliate shall comply with all applicable laws and regulations with respect to its business and to this Agreement.
4.7 In the event of any delay on the part of the Affiliate in the performance of its obligations under this Agreement, the Company shall have the right to proportionately adjust any agreed dates for performance of its own obligations to the Affiliate as is reasonably necessary.
4.8 The Affiliate shall have no authority to legally bind the Company with respect to Affiliate Users, other users, or any other party.
4.9 The Affiliate shall not be appointed an agent of the Company for any purposes. The Affiliate shall not make any representation or commitment about or on behalf of the Company, the Company Website, or the Services.
- The Affiliate Website and Materials
5.1 The Affiliate shall be responsible for operating and maintaining the Affiliate Website including, but not limited to, the proper operation and maintenance of the Affiliate Links.
5.2 The Affiliate is requested following the Effective Date to submit the following materials to the Company to assist its marketing and promotion of the Services:
5.2.1 Images (including updates) for use on the Company Website including the Affiliate’s logo;
5.2.2 Articles, blogs and other content carried from time to time on the Affiliate Website; and
5.2.3 Any other information or materials that may be reasonably requested from time to time by the Company for the purpose of improving, promoting and marketing the Services.
- Affiliate Reports
The Company will provide to the Affiliate reports via the Affiliate Account on the following:
6.1 The number of Affiliate Users who have subscribed and paid for the Services;
6.2 The number of Completed Sales, including a statement of the sums due to the Affiliate as set out below in Clause 7; and
6.3 Such further information and data from time to time as it considers could be of help to the Affiliate for the marketing and promotion of the Services.
- Commission and Payment
7.1 The Company shall pay to the Affiliate Commission at the rates set out in the Affiliate Account.
7.2 Commission shall be calculated on the basis of a percentage of Completed Sales that will be specified in the Affiliate Account.
7.3 The percentage referred to in sub-clause 7.2 shall remain fixed for the period that has been specified by the Company in its promotional and marketing materials.
7.4 The Company may from time to time offer special or one-off rates of Commission for certain periods of time or in relation to certain projects or special promotions. When such Commission rates expire a new Commission rate will apply to and be notified to the Affiliate.
7.5 Commission shall be payable only on actual receipts of funds from subscribers to Services, not on an accruals basis.
7.6 If the Company does not receive revenue on a Completed Sale, no Commission shall be payable to the Affiliate.
7.7 All sums payable shall be exclusive of VAT. If VAT is chargeable, it shall be paid in addition.
7.8 The Affiliate shall immediately notify the Company if its contact details or address details change and shall complete any and all forms required by HM Revenue & Customs and any other applicable public authority with respect to its activities under this Agreement.
7.9 In the event of any refunds issued for any reason including, but not limited to fraud and where such refunds are not incurred through any fault of the Company, the Affiliate may be contacted to arrange for the repayment of any related Commission.
- Intellectual Property Rights
8.1 The Company hereby grants to the Affiliate a non-exclusive, non-transferrable, royalty free licence to use the Company’s logo and any and all other materials provided by the Company to the Affiliate to the extent required to establish the Affiliate Link and to perform the Affiliate’s obligations under this Agreement.
8.2 The Affiliate hereby grants to the Company a non-exclusive, non-transferrable, royalty free licence to use the Affiliate’s logos and any and all other materials to the extent required to operate the Affiliate Programme and to perform the Company’s obligations under this Agreement.
8.3 The Affiliate acknowledges and agrees that the Company (and its licensors, as applicable) own all intellectual property rights in the Company Website, any materials provided by the Company, and the Services.
8.4 Except as expressly stated herein, this Agreement shall not grant the Affiliate any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), logos, trade names, trade secrets, or any other rights or licences belonging to the Company.
8.5 The Company acknowledges and agrees that the Affiliate (and its licensors, as applicable) own all intellectual property rights in the Affiliate Website and any materials provided by the Affiliate. Except as expressly stated herein, this Agreement shall not grant the Company any rights to or in any copyrights, patents, database rights, logos, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Affiliate.
9.1 Except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of this Agreement and for one year after its expiry or termination:
9.1.1 keep confidential all Confidential Information;
9.1.2 not disclose any Confidential Information to any other party;
9.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to this Agreement;
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.
9.2 Either Party may:
9.2 1 disclose any Confidential Information to:
a) any sub-contractor or supplier of that Party;
b) any governmental or other authority or regulatory body; or
c) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law. In each case that Party shall first inform the person, party, or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1(b) or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
9.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
9.3 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of this Agreement for any reason.
- Data Protection
10.1 Each Party shall at all times, and at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time with respect to the use of personal data, and shall assist the other Party in complying with the same.
10.2 The legislation and regulatory requirements referred to in sub-Clause 10.1 include, but are not limited to, the Data Protection Act 2018 and any successor legislation, the EU General Data Protection Regulation (2016/679) (“GDPR”) for as long as and to the extent that EU law has legal effect in the UK, any UK legislation enacted as a successor to the GDPR, and any other directly applicable EU legislation relating to privacy and data protection (including successor UK legislation).
11.1 Subject to sub-Clause 11.2, the Affiliate and the Company shall each indemnify each other for a breach by the other of a term of this Agreement that has not been cured or rectified by the Party in breach within one month of receiving a written notice of such breach from the complaining Party.
11.2 The indemnities set out in sub-Clauses 11.1 shall apply provided that the indemnifying Party is given prompt notice of any such claim.
12.1 Subject to sub-Clause 12.4, neither Party shall be liable to the other, whether in contact, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.
12,2 Subject to sub-Clause 12.4, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
12.2.1 Any loss arising out of the lawful termination of this Agreement or any decision not to renew its Term; or
12.2.2 Any loss that is an indirect or secondary consequence of any act or omission of the Party in question.
12.3 Subject to sub-Clause 12.4, the total liability of either Party to the other in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £100 for the entire Term of this Agreement (including renewals).
12.4 Nothing in this Agreement shall limit or exclude the liability of either Party for death or personal injury caused by its negligence or the negligence of its directors, officers, employees, agents, sub-contractors or advisers; fraud or fraudulent misrepresentation; liability under the indemnity provisions set out above in Clause 11; or for any other matter in respect of which it would be unlawful to exclude or restrict liability.
- Term and Termination
13.1 This Agreement shall come into force on the Effective Date and shall continue for an agreed Term of one year from that date, subject to the provisions of this Clause 13.
13.2 Either Party shall have the right, exercisable by giving not less than one month’s written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 13.1 (or any further period for which this Agreement has been extended) to extend this Agreement for a further period.
13.3 The Company may terminate this Agreement on notice at any time if it discontinues or withdraws (in whole or in part) the Affiliate Programme. The Company shall use reasonable endeavours to provide the Affiliate with as much notice as is reasonably possible. Such termination shall be without any liability to the Affiliate.
13.4 Without prejudice to any other rights or remedies to which either Party may be entitled, either Party may terminate this Agreement (without liability to the other) if:
13.4.1 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 3 months of a due date for payment;
13.4.2 the other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 3 months after being given written notice giving full particulars of the breach and requiring it to be remedied;
13.4.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
13.4.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
13.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
13.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
13.4.7 the other Party ceases, or threatens to cease, to carry on business; or
13.4.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
13.5 For the purposes of sub-Clause 13.5.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
13.6 The rights to terminate this Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
- Effects of Termination
Upon the termination of this Agreement for any reason:
14.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become due and payable;
14.2 all licences and benefits granted under this Agreement shall terminate immediately;
14.3 each Party shall return to the other Party (or destroy or otherwise dispose of, as requested) and make no further use of any materials, property, or other items (and any and all copies thereof) belonging to the other Party;
14.4 each Party shall (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information;
14.5 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect; and
14.6 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which exist at or before the date of termination.
- Force Majeure
15.1 Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party.
15.2 In the event that a Party cannot perform their obligations under this Agreement as a result of force majeure for a continuous period exceeding three months, the other Party may at its discretion terminate this Agreement by written notice at the end of that period.
- No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Further Assurance
Each Party shall execute and do all such further deeds, documents, and things as may be necessary to carry the provisions of this Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution, and carrying into effect of this Agreement.
- Assignment and Other Dealings
19.1 The Affiliate shall not assign, mortgage, charge (otherwise than by floating charge), declare a trust over, or sub-licence or otherwise delegate any of its rights under this Agreement, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the Company, such consent not to be unreasonably withheld.
19.2 The Company may assign, mortgage, charge, declare a trust over, or sub-licence or otherwise delegate any of its rights under this Agreement, or sub-contract or otherwise delegate any of its obligations hereunder.
- Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
- Third Party Rights
No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
22.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
22.2 Notices shall be deemed to have been duly given:
22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
22.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
22.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
22.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
- Entire Agreement
23.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
23.2 Each Party shall acknowledge that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
- Law and Jurisdiction
25.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.