Affiliate Programme Terms & Conditions

means the website and/ or business social media account or other approved channel of an Affiliate enrolled in the Affiliate Programme;

means a link on the Affiliate Channel which shall link directly to an Affiliate Sales Page on the Platform;

means a user who has clicked through to the Affiliate Sales Page from an Affiliate Link;

means a web sales page on the Platform, developed by Us, through which clients may purchase the Products;

means the agreement entered into by Us and the Affiliate incorporating these Terms and Conditions which shall govern the Affiliate’s participation in the Affiliate Programme, as described in Clause 2;

means the commission payable by Us to the Affiliate for Completed Sales, as set out in Clause 7;

means the completed purchase of a Product offered for sale on the Platform, by an Affiliate Referred User who has clicked through directly to the Platform from an Affiliate Link;

means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the 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);

means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

means the date of the Agreement, as described in sub-Clause 2.4;

means, in respect of each Completed Sale, the gross revenue received by Us, exclusive of VAT and any other tax, after the deduction of any service fees or fulfilment or other charges (including credit card charges and payment processor fees) paid or payable by Us to any third party (other than the Affiliate) in relation to that Completed Sale.

By enrolling in the Affiliate Programme, the Affiliate agrees that, at the time of application, they will provide accurate and complete registration data and that the registration data will be updated and amended by the Affiliate as required in the event of future changes.

Acceptance of these Terms and Conditions and the Affiliate’s indication that they wish to enrol in the Affiliate Programme constitutes an application to enrol in the Affiliate Programme which We may, in Our sole discretion, accept.

We may, in Our sole discretion, review the Affiliate Channel(s) following the Affiliate’s acceptance of these Terms and Conditions. In the event that We reject the Affiliate’s application, no contract will be formed between Us and the Affiliate.

Upon Our acceptance of the Affiliate’s application to enrol in the Affiliate Programme, the Agreement shall be formed between Us and the Affiliate, subject to and incorporating these Terms and Conditions. The Affiliate shall be notified of Our acceptance and the date on which the Agreement is formed shall be referred to as the Effective Date.

The Agreement shall be non-exclusive and shall not restrict or prevent Us from entering into similar or different arrangements with other Affiliates or third parties.

We shall be responsible for operating and maintaining the Platform and the Affiliate Sales Pages.

We shall provide the Affiliate with unique Affiliate Links to the Affiliate Sales Pages.

We shall provide the Affiliate with an Affiliate Introduction Pack containing images and/ or logos which may be used by the Affiliate on the Affiliate Channel for the purposes of signposting the Affiliate Links, together with a set of guidelines for use of those images.

Access to the Platform and the Affiliate Sales Pages shall be provided to all Affiliate Referred Users in accordance with Our Platforms Terms of Use, the Terms & Conditions for the relevant Product, Our Privacy & Cookie Policy, and other applicable terms and policies which may apply from time to time.

The Affiliate shall use their reasonable endeavours to market and promote the Products via the Affiliate Links in order to generate the maximum number of Completed Sales.

The Affiliate shall operate and maintain the Affiliate Channel and any Affiliate Links.

The Affiliate shall co-operate with Us in relation to the matters which are the subject of the Agreement, and shall act at all times in good faith.  

The Affiliate shall comply with all applicable laws and regulations with respect to its business and to the Agreement.

The Affiliate shall ensure that the Affiliate Channel shall not contain any material that:

The Affiliate shall have no authority to legally bind Us with respect to Affiliate Referred Users, other users, or any other party. The Affiliate shall not be appointed nor represent themselves as Our agent, for any purposes. The Affiliate shall not make any representation or commitment about or on Our behalf, or in relation to the Platform, the Products or Our services generally.

The Affiliate will not engage in the distribution of any unsolicited bulk emails that violate SPAM laws in any way that mentions or references Us, the Platform, the Affiliate Sales Pages and/ or the Products.

The Affiliate shall be responsible for operating and maintaining the Affiliate Channels including, but not limited to, the proper operation and maintenance of all links to the Platform and the Affiliate Sales Pages.

The affiliate shall:

The Affiliate shall not attempt to change or alter the images and other materials provided by Us in the Affiliate Introduction Pack, or to use those images and other materials for any purpose other than to provide Affiliate Links in accordance with the Agreement.

The total number of click-throughs to the Our Website from the Affiliate Links; 

The number of Completed Sales to Affiliate Referred Users; and

The Commission payable on those Completed Sales.

We shall pay Commission to the Affiliate at the rates set out in sub-Clause 7.2 on the Net Revenue for each Completed Sale.

Commission shall be calculated on the following basis:

Commission shall be payable only on actual receipts. If We do not receive revenue on a Completed Sale, no Commission shall be payable to the Affiliate.

Commission is calculated and paid to the Affiliate quarterly by bank transfer, to the account nominated by the Affiliate in the Affiliate Application. It is the Affiliate’s responsibility to ensure that the correct bank details are recorded in the Affiliate Dashboard.

All sums payable under this Clause 7 shall be exclusive of VAT (if charged).

The Affiliate shall immediately notify Us if its contact details or payment details change during the term of the Agreement. We shall not be liable for any losses incurred by the Affiliate as a result of its failure to notify under this Clause 7.6.

In the event of any refunds issued for any reason including where such refunds are not requested due to any fault of Ours, the Affiliate may be contacted to arrange for the repayment of any related Commission.

We shall be entitled to deduct from the Commission due to the Affiliate any costs, losses or expenses incurred as a result of the Affiliate’s breach of the Agreement and/ or the Affiliate’s negligence. Payment in full or in part of the Commission shall be without prejudice to any claims or rights which We may have against the Affiliate.

There is no guarantee that the Affiliate will obtain results or earn any money from Our Affiliate Programme and nothing on the Platform, the Affiliate Introduction Pack or in the Agreement constitutes a promise or guarantee of any such earnings.

Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the employee, worker or agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other.

The Agreement shall not create any mutual obligations on the part of Us or the Affiliate to offer or accept any further engagement beyond the Affiliate relationship provided for in the Agreement and no such continuing relationship shall be created or implied.

The Affiliate shall be responsible for all taxes and contributions in respect of all amounts payable to the Affiliate in relation to the Agreement.

The Affiliate will indemnify Us in respect of any claims that may be made by the relevant authorities against Us in respect of any such taxes and/or contributions referred to in Clause 8.3.

Upon the Affiliate’s enrolment into the Affiliate Programme, We shall (subject to our approval under Clause 5.2) grant to the Affiliate a non-exclusive, non-transferrable, royalty free licence to use the images provided by Us in the Affiliate Introduction Pack (but no other images or other brand assets) to the extent only required to establish Affiliate Links and to perform the Affiliate’s obligations under the Agreement.

The Affiliate acknowledges and agrees that We (and Our licensors, as applicable) own all intellectual property rights in the Platform, in the Affiliate Sales Pages and in any materials provided by Us including the images in the Affiliate Introduction Pack. Except as expressly stated herein, the Agreement shall not grant the Affiliate any rights to or in any copyrights, patents, database rights, trademarks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to Us.

We acknowledge and agree that the Affiliate (and its licensors, as applicable) own all intellectual property rights in the Affiliate Channel. Except as expressly stated herein, the Agreement shall not grant Us any rights to or in any copyrights, patents, database rights, trademarks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Affiliate.

The. Affiliate will not use Our name (or any name that is confusingly similar to Our name) for any purpose on the Affiliate Channel, in its promotional materials, or in any other context except to promote the Products as specified in the Agreement. 

The Affiliate will not register any domain name that incorporates Our name, trademarks, or that is confusingly similar to Our name and/ or trademarks, including Our name, product names or any associated logos, and will not engage in any activity that attacks, harms or dilutes Our name or trademarks. 

Except as authorised in writing by the other party, each party to the Agreement shall, at all times during the continuance of the Agreement and after its expiry or termination:

Any personal data that We and the Affiliate may use will be collected, processed, and held in accordance with the Data Protection Legislation.

For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of data subjects’ rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookie Policy which is available on Our Platform.

Subject to Clause 12 and sub-Clause 13.4, neither party to the Agreement 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.

Subject to sub-Clause 13.4, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

Subject to sub-Clause 13.4, Our total liability to the Affiliate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Commission payable under this Agreement.

Nothing in the 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 12; or for any matter in respect of which it would be unlawful to exclude or restrict liability.

The Agreement shall come into force on the Effective Date and shall continue until terminated by either party in accordance with this Clause 14.

We may terminate the Agreement immediately at any time if We discontinue or withdraw (in whole or in part) the Affiliate Programme. Such termination shall be without any liability to the Affiliate.

Either party may terminate the Agreement by written notice, with immediate effect, and for any reason.

The rights to terminate the Agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

any outstanding Commission shall be paid to the Affiliate (less any amounts to be deducted under Clauses 7.7 and/ or 7.8);

all licences and benefits granted under the Agreement shall terminate immediately;

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;

without prejudice to the generality of Clause 15.3, the Affiliate shall immediately remove all Affiliate Links, together with all images contained in the Affiliate Introduction Pack and any other materials, copy, images, logos or other brand assets belonging to Us, from the Affiliate Channel(s);

each party shall 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;

all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect; and

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 the Agreement which exist at or before the date of termination.

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 the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder without Our written consent.

We may assign, mortgage, charge, declare a trust over, or sub-licence or otherwise delegate any of Our rights under the Agreement, or sub-contract or otherwise delegate any of Our obligations thereunder.

The Agreement, incorporating these Terms and Conditions, 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.

Each party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. 

Any dispute, controversy or claim between the parties arising out of or in connection with this Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales. 

The Agreement and these Terms and Conditions (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.

Any dispute, controversy, proceedings or claim between the parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.