2. Commencement and Duaration
This agreement will commence on the [ ] day of [ ] 2003 and
continue until such time as it is terminated by either party.
3. Data
In referring visitors to the Company sites it is possible
that information about these visitors may be gathered during visits to the
Company site. The Affiliate recognises this as an inherent part of the
shopping process and authorises the Company to gather such information. Such
data is gathered and stored in accordance with the Company Privacy Policy*
and the Data Protection Regristration. The Company will supply to the
Affiliate information that is required to quantify and verify the level of
payments to be received under this scheme. This information may include
details of individual orders and order lines but will not contain any
details of Customers. Disclosure of Customer specific information is
forbidden under the Company Privacy Policy*. * Privacy policy is posted on
the Company website
4. Links
The Company grants the Affiliate non-exclusive, revocable,
global, royalty-free licence for the duration of the term of this Agreement,
for the purpose of facilitating referrals from Affiliate site to the Company
site. The Company will provide the Affiliate with any graphical artwork to
use in linking to our site. To permit accurate tracking, reporting, and
referral fee accrual, the Company will provide you with special "tagged"
link formats to be used in all links between Affiliate sites and Company
sites. All links must adhere to the format supplied to the Affiliate. The
Affiliate must not modify, alter or frame any link to the Company site as
this would invalidate any tracking that may be in place.
5. Policy
For the avoidance of doubt, Customers who buy Products from
the Company are Customers of the Company. All rules, regulations and
policies of the Company will apply to all orders placed on the Company even
when referred by the Affiliate site. The Company may change these policies
and procedures at any time without prior notice.
6. Pricing
The Company reserves the right to offer goods for sale at
any price that it considers reasonable. The Company may choose to increase
or reduce prices in line with market or seasonal trends. Pricing of goods is
the exclusive right of the Company and the Affiliate will have no rights of
involvement in this process.
7. Orders
The Company will process and dispatch all orders placed by
Customers who link from the Affiliate site. The Company reserves the right
to reject orders that do not comply with certain requirements or where
Customer or payment details are suspicious. The Company will be responsible
for all aspects of order processing and fulfillment. The Company will also
be responsible for dealing with returns and cancellations and the relevant
adjustment to the fees payable to the Affiliate. The Company accepts no
liability for paying fees to the Affiliate on purchases that are not
correctly tracked and reported because the links between the Affiliate site
and the Company site are not correctly configured.
8. Fees
The Company agrees to pay the Affiliate a fee of 5% of the
value of goods purchased on all orders received as a result of referrals
from the Affiliate website. In instances where orders are cancelled or the
Customer refuses an offer of backorder then the fee will be deducted from
the amount due to the Affiliate. For the avoidance of doubt "value of goods
purchased" excludes any postage or packaging costs and also excludes any
sales taxes, import taxes or duties that may be applied whether in the
country of origin, transit, or destination. Further, fees calculated at the
end of each calendar month will only apply to completed orders. Completed
orders refer to orders where the Company have received an order, the payment
from the Customer and the order has been dispatched to the Customer. Orders
awaiting dispatch are deemed incomplete. Within 10 working days following
the end of each calendar month, the Company will send the Affiliate a
summary statement. This statement will show the total number of orders
placed under this Affiliate scheme in the previous month, the total value of
goods purchased and the fees due to the Affiliate. The Affiliate will raise
an invoice on the Company for the fees due for the month in question and the
Company will pay the fees due to the Affiliate within 10 working days of
this invoice being received. The Affiliate may request of the Company a
detailed report of individual orders placed during the previous calendar
month. The Company will provide this detailed report to the Affiliate within
a reasonable period of time.
9. Costs
The Company and the Affiliate will be responsible for any
and all their individual costs incurred in preparation or execution of this
agreement. Neither party may claim or be expected to settle any fees, set-up
costs or operational costs that may arise as a result of this agreement
being in place.
10. Site Responsibilities
The Company and the Affiliate will maintain the individual
responsibilities for the sites they operate. Each party will ensure that the
technical operation of the respective sites is maintained. Further the
Company and Affiliate will maintain responsibility for ensuring that the
content of the respective sites remains legal and does not infringe upon any
third party rights such as copyright, trademarks or privacy.
11. Relationship
The Company and the Affiliate will remain independent
entities and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between the parties or our respective Affiliates. The Affiliate has no
authority to make or accept any offers or representations, guarantees or
warranties on behalf of the Company
12. Liability
The Company will not be liable for any indirect costs
arising in connection with this Agreement. Notwithstanding this nothing in
this Agreement will operate to exclude any liability for death or personal
injury arising as a result of the negligence of either party, its employees,
agents or authorised representatives.
13. Exclusivity
The Affiliate agrees not to enter into any other agreement
whereby links to shopping facilities are added to the Affiliate sites. If
the Affiliate belives that visitors may benefit from other products being
made available on the Company site then this may be brought to the attention
of the Company. The Company will then endeavour to source such products
within reasonable period of time.
14. Termination
This agreement may be terminated by either party on
completion of a one calendar month notice period. Notice must be given as
described under paragraph 17 of this agreement and will be deemed to have
commenced on the 1st day of the month after notice has been served.
15. Assignation
The Company and the Affiliate have the right to assign this
agreement to a third party only inasmuch as the third party takes over the
operation of the sites operated by the Company or the Affiliate. Such
assignments can only be implemented following receipt of written consent
from the other party, such consent not to be unreasonably withheld.
16. Jurisdiction
This Agreement will be governed by the laws of Scotland. You
irrevocably consent to the jurisdiction of such courts. This Agreement will
be binding on, inure to the benefit of and enforceable against the parties
and their respective successors and assigns.
17. Notice
Any notice given under this agreement will be deemed to
have been given to the Company following receipt;
By fax +44 1851 706594
By recorded post to
10a Shell Street,
Stornoway,
Isle of Lewis,
Scotland,
HS1 2BS
