The Collinson Group
THE AFFILIATE GATEWAY TERMS AND CONDITIONS
The Collinson Group of Cutlers Exchange, 123 Houndsditch, London, EC3A 7BU, United Kingdom trading as The Affiliate Gateway (“The Affiliate Gateway”)
The Affiliate Gateway is a network connecting affiliate to merchants and the Affiliate wishes to join The Affiliate Gateway in order to supply a service to Merchants and earn commissions.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1.1 “Agreement” means this Agreement.
1.2 “Commission” means the payment to Affiliates by The Affiliate Gateway, in compensation for Sales or Referrals of Customers to Merchants.
1.3 “Customer” means the person transacting with the Merchant in such as way as to benefit the Merchant’s business.
1.4 “Merchant” means a party providing products and services to Customers. Customers are referred to the Merchant by the Affiliate via The Affiliate Gateway.
1.5 “Referral” means the introduction of a potential Customer to a Merchant by an Affiliate via The Affiliate Gateway
1.6 “Sale” means a sale of goods, products or services by a Merchant to a Customer. Commission is payable from Merchant to the Affiliate according to the rates the Merchant has agreed with The Affiliate Gateway at that time.
1.7 “The Affiliate Gateway” means the technology which enables the tracking of a Referral of a Customer, to a Merchant, by an Affiliate. This facilitates payment of Commission.
2. THE AFFILIATE GATEWAY
2.1 The Affiliate Gateway provides a network to enable Affiliate to earn Commission by supplying Sales and Referrals to Merchants.
2.2 The Affiliate agrees that The Affiliate Gateway can establish a relationship between the Affiliate and any Merchant being promoted within The Affiliate Gateway network.
2.3 The Affiliate Gateway will provide the Affiliate with a unique web address for each Merchant Affiliate chooses to promote. All URLs provided to Affiliate remain the property of The Affiliate Gateway.
2.4 Merchants may change the financial terms of their Agreement, or leave The Affiliate Gateway network at any time.
3. OBLIGATIONS OF AFFILIATE
Affiliate hereby warrants and represents that:
3.1 Affiliate will not use SPAM emailing, or other email practices which result in complaints from potential customers.
3.2 Affiliate will not email communications to potential customers who have not actively opted into email communications from the Affiliate.
3.3 Affiliate will ensure that all postings to newsgroups, blogs, and forums will be in keeping with the rules of the website in question.
3.4 Affiliates will comply with the merchant's content guidelines and Affiliates will adhere to any additional rules associated with The Merchant's programme, as set out in the merchant's program Terms and Conditions.
3.5 Affiliate will adhere to any additional rules associated with specific Merchants’s programmes, as set out in The Affiliate Gateway website.
3.6 Affiliate will not alter any aspect of the property accessed via the network associated with the Merchant or The Affiliate Gateway, including but not limited to; HTML code, cookies, appearance.
3.7 No intellectual property used by Affiliate in the promotion of Merchants’s brands will infringe the rights of any third party. This includes trademarks, slogans, logos and other creative collateral.
3.8 Any breach of this Section by Affiliate will result in immediate cancellation of the Affiliate account and Affiliate will forfeit any Commissions, both pending and awarded. It is at the sole discretion of The Affiliate Gateway whether these warranties have been breached.
4.1 The Affiliate Gateway will pay Commissions to Affiliate at the end of the month following the month in which the Commission due became unconditional. Subject to 4.4 below, payments become unconditional once they are approved by Merchant in accordance with 4.3 below.
4.2 Commission paid to Affiliate is calculated by The Affiliate Gateway software, based on Agreements between Merchants and The Affiliate Gateway. Commissions may be generated both by generating Sales for Merchants and for providing Referrals.
4.3 The Affiliate Gateway collects Commissions from Merchants before distributing to Affiliate. Affiliates will receive Commission only when transactions have been approved by the Merchant based on Agreements between Merchants and The Affiliate Gateway.
4.4 In the event that fraudulent customer or affiliate activity is detected, or if any transactions turn out to be fraudulent or in any way not bona fide, Commission paid in relation to such transactions will be repayable to The Affiliate Gateway by Affiliate and any unpaid Commission forfeit.
4.5 When a Customer is a user of more than one affiliate site in The Affiliate Gateway network, and interacts with a Merchant site in such a way that a Commission is generated, the Commission will be paid to the most recent referring Affiliate.
4.6 The most recent referring affiliate will be determined by technology on the Merchant site, which The Affiliate Gateway neither owns nor controls or failing that shall be determined by The Affiliate Gateway in its discretion.
4.7 If the amount due to Affiliate in any month is less than £50 (excluding any VAT element if appropriate), the amount due will be carried over and aggregated with subsequent earnings and paid at the next accounting date when the cumulative amount then due for payment exceeds £50.
4.8 No Commission will be payable if a Customer’s security settings are such that The Affiliate Gateway is unable to track transactions to an Affiliate.
4.9 Commission paid is subject to VAT where applicable.
5. WARRANTY AND LIMITATION ON LIABILITY
5.1 The Affiliate Gateway will use all reasonable endeavours to provide a reasonably extensive and varied selection of Merchants on The Affiliate Gateway site but the Affiliate acknowledges that The Affiliate Gateway cannot and does not give any warranty as to the continuing participation of any particular Merchants.
5.2 The Affiliate Gateway will use all reasonable endeavours to ensure the continuous functioning of the network but the Affiliate acknowledges that The Affiliate Gateway network will be subject to a reasonable amount of downtime and the Affiliate Gateway does not give any warranty as to the continuing availability of the network.
5.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION THE AFFILIATE GATEWAY MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY THE AFFILIATE GATEWAY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE AFFILIATE GATEWAY DOES NOT WARRANT THAT ANY SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY SERVICES CAN BE CORRECTED. AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE GATEWAY HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY OTHER THAN AS EXPRESSLY STATED IN THIS SECTION.
5.4 IN NO EVENT SHALL THE AFFILIATE GATEWAY BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF THE AFFILIATE GATEWAY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF THE AFFILIATE GATEWAY HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED the commission paid to the affiliate. This limitation shall not apply to liability in respect of death or personal injury caused by negligence OR ANY LIABILITY THAT BY LAW CANNOT BE RESTRICTED.
5.5 Affiliate hereby agrees to indemnify and hold harmless The Affiliate Gateway against any fees, expenses or damages incurred through breach of this Agreement by the Affiliate.
6.1 The terms of this Agreement do not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between The Affiliate Gateway and the Affiliate. The Affiliate has no authority to act on The Affiliate Gateway’s behalf.
6.2 Neither party is liable to the other by reason of strikes, shortages, riots, storm, explosions, earthquakes, war, acts of God or any other cause which is beyond the control of such party.
6.3 Communication from the Affiliate to The Affiliate Gateway must be in writing, either by email or by “Royal Mail Recorded Signed For” or similar. Communication from The Affiliate Gateway to Affiliate will be made in writing, by email or posted on The Affiliate Gateway website. Notices will be effective immediately.
6.4 The Affiliate Gateway may assign this Agreement at any time; The Affiliate may not assign this Agreement at any time.
6.5 This Agreement will become binding upon acceptance of the Affiliate to the programme by The Affiliate Gateway. The Agreement can be terminated by either party at any time without cause, by providing the other party written notice.
6.6 The Affiliate Gateway is permitted to publicise its relationship with the Affiliate.
6.7 The Affiliate Gateway may change the terms of this Agreement at any time, by serving notice as described above.
6.8 If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.
6.9 This Agreement is made under the laws of England and Wales.