Terms of Use and Privacy Statement
AFFILIATE AGREEMENT
THIS AGREEMENT is made
BETWEEN:
Target Holdings (UK)
Limited, Unit 11 High March, Daventry, NN114HB ,
("the Service Provider")
AND
The person named at the point of registration in
to this affiliate program as named in the profile page contained within this
secure website: href
("the
Affiliate")
on the day and year when the agreement was
entered into, confirmation of this was sent in email correspondence to the
email registered as above with the subject line: We love Kid-O-Bunk, welcome to
our affiliate program
1. Interpretations
1.1 Unless the context otherwise
admits words importing one gender shall include all other genders and words
importing the singular shall include the plural and vice versa.
1.2 Reference to any statutory provisions
in this Agreement shall include any statutory provisions, which amends or
replaces it.
2. Outline of Agreement
2.1 The Service Provider
provides: The sales of Kid-O-Bunk products in the UK
2.2 The Affiliate provides: The
means of promoting products offered by the service provider through networks.
2.3 The Affiliate agrees to
promote and link to the current Products and Services available on
href, ("the Service Provider’s website") as listed
below:
Kid-O-Bunk portable
bunk beds
2.4 Such promotion shall be in
return for Commission Payments as detailed in clause 6 below.
2.5 The parties further agree
that Affiliate may promote and link to such other Products and Services as may
be introduced on the Service Provider’s website from time to time on such terms
as to be agreed between the parties.
2.6 The Affiliate acknowledges
that the Service Provider makes no representations concerning the volume of
sales that will be generated from such Products and Services where a percentage
of revenue from these Products and Services will be paid to the Affiliate.
3. Contract Period
This Agreement shall remain in force for a period
of infinitum from the date of the registration into the affiliate program by
the affiliate ("Term") and shall continue thereafter unless or until
terminated by either party giving not less than 1 days notice in writing, such
notice not to expire before the end of the Term. Notwithstanding this the
parties further agree that this Agreement may be terminated before the expiry
of the Initial Term in accordance with clause 11 of this Agreement.
4. Linking
4.1 The Affiliate acknowledges
the importance of branding and identifying links to the Service Provider’s
Products and Services available on the Service Provider’s website as being
provided by the Service Provider and that all links shall be in a form agreed
between the parties, whether by means of a graphic or text link.
4.2 All graphics displaying the
Service Provider’s name and or logo shall be active links back to the Service
Provider’s web site home or index page or such other pages as directed by the
Service Provider in order to maximise sales of the Products and Services.
4.3 Any graphic link should only
use the graphics supplied by the Service Provider and in the format supplied by
the Service Provider.
4.4 All Service Provider
graphics shall be displayed in the same or similar display dimensions to any
other graphics used for linking to a third party site as displayed on the same
web page. Furthermore the graphic shall not be displayed in a manner that
distorts the dimensions or colours of the graphic so as to render it difficult
to view or in the opinion of the Service Provider dilutes the identity of the
logo or could cause confusion to the public. The Affiliate is free to use a
suitable software program to reduce the file size of any graphics so long the
image quality of the graphic is not visibly altered or reduced.
4.5 Any graphic shall also be
coded with a text alternative ("img alt") tag using Hypertext Markup
Language (HTML) or other computer language coding producing the same result in
the format "Service Provider’s website address" or such other text
alternative as may be agreed between the parties.
4.6 Wherever possible all links
shall be placed above the fold on any web page on which they are displayed.
4.7 The Affiliate shall ensure
that all links whether graphic or text shall operate correctly and transfer the
user to the requested part of the Service Provider’s website. In the event that
any link fails the Affiliate shall take steps to correct the problem within a
reasonable period of time.
4.8 In recognition that the
actions listed below in this clause 4 would impact upon the value and goodwill
of the Service Provider, the Affiliate agrees not to do the following without
the express prior written approval of the Service Provider:
4.8.1 Use the Service Provider’s
web site address or any combination of the Service Provider’s name in keywords
contained within the Meta Tags of any web page or referred to or repeated in
the coding of any web page; or
4.8.2 Register the Service
Provider’s web site address or any similar sounding or similarly spelt web site
address or any combination of it as keywords with any search engine or
directory; or
4.8.3 Register any domain name
similarly spelt (or deliberately mis-spelt) to that of the Service Provider’s
website address.
5. Loss or Deterioration Of Service
In the event of system failure, loss of access or
deterioration in service regarding access to the Service Provider’s website,
the Service Provider shall take all reasonable steps to restore or rectify the
service. The Affiliate shall not be entitled to any form of compensation.
6. Products and Services - Commission Payments
The Service Provider shall pay commission at 7.5%
("Commission Payments") upon all agreed Products and Services
purchased through the Service Provider’s website where the customer comes from
the Affiliate’s website during a single user session ("Qualifying
Transaction"). Such payment percentages shall be based upon the value of
the Product or Service sold, inclusive of VAT, but less delivery costs.
7. Products and Services - Sales Reports
Real time reports are available in the affiliate
login area for the following information:
(a) All Qualifying Transactions
entered into during a period; and
(b) The amount of Commission
Payments payable in respect of such transaction.
8. Products and Services – Payments
8.1 The service provider will
pay amounts due to the affiliate within a period of 7 days after the end of the
previous month if the amount of commissions due exceeds £25.00
8.2 In the event that any
Qualifying Transaction is charged-back to the Service Provider, the Service
Provider will deduct the associated Commission Payment payable to the
Affiliate, either during the same month that the chargeback is made or from the
amount of any subsequent month. The Service Provider shall inform the Affiliate
of this chargeback and the reason for it prior to the chargeback deduction
being made.
9. Products and Services – Tracking
The Service Provider will provide the Affiliate
with the necessary tracking or partner codes in order to track sales and
customers originating from the Affiliate’s website.
10. Products and Services - Records
The Service Provider shall maintain and retain
throughout the term of this Agreement and for a period of 2 years after its
termination accurate records of all Qualifying Transactions.
11. Termination
11.1 Either party may terminate
this Agreement immediately on written notice to the other in the event that:
11.1.1 Either party commits a
serious, grave or material breach or persistent breaches of this Agreement
including non-performance, default or neglect of its duties, responsibilities and
obligations under this Agreement, and
11.1.2 Such breach remains
unremedied for a period of 30 days from written notice given by the other party
specifying the breach and requiring its remedy.
11.2 Furthermore this Agreement
may be terminated in the event that:
(a) Either party is unable to
pay or has no reasonable prospects of paying their debts the amount or
aggregate amount of which equals or exceeds the bankruptcy level within the
meaning of the Insolvency Act 1986, or
(b) Being a company becomes
subject to an administration order or goes into liquidation, (other than for
the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to
administer any of its property or assets, or
(d) Ceases or threatens to cease
to carry on business, or
(e) Makes any voluntary
agreement or enters into a compromise for the benefit of its creditors, or
(f) There is a change of control
(and for these purposes "control" means the right to direct the
affairs of the company either by ownership of shares, membership of the board,
or otherwise), or
(g) Fails to make payment in
accordance with the terms of this Agreement.
11.3 Any termination of this
Agreement shall be without prejudice to any rights accrued in favour of either
party in respect of any breach committed prior to the date of (or giving rise
to) such termination and to those provisions of this Agreement which are by
their construction intended to survive such termination (including, without
limitation, Clauses 10, 13, 15, 16 and this clause 11).
11.4 Neither party shall be
liable for or be in breach of this Agreement by reason of any delay in
performance or failure to perform this Agreement (except with respect to
payment obligations) which results from matters which are beyond either party's
reasonable control and which such party is unable to overcome by the exercise
of reasonable diligence.
12. Notice
12.1 Any notice given by either
of the parties under this Agreement shall be served on the other party and
addressed to that party's signatory by email, personal delivery, pre-paid
recorded delivery, first-class post, telex or facsimile transmissions to the
receiving party as set out in this clause 12:
The Service Provider
Name: Simon Parslow
Position: MD
Email: simon.parslow@targetholdings.co.uk
Tel: +44 (0)1327 301950
Address: Unit
11 High March, Daventry, Northants, NN11 4HB, UK
The Affiliate:
The details entered during registration which can
be seen here:
href
or such subsequent addresses as may be notified
by the party's to each other.
12.2 Any such notice shall be deemed
to be effectively served as follows:
12.2.1 In the case of service by
pre-paid recorded delivery or first-class post 48 hours after posting.
12.2.2 In the case of service by
email, telex or facsimile transmission on the next working day.
13. Confidentiality
Both parties shall keep confidential the specific
terms of this Agreement and not disclose them save to such employees or
contractors as need to know the relevant information for the purposes of
performing this Agreement. The parties agree that all information marked
"Confidential", or where not marked it is reasonable to judge such
information as confidential, shall not be disclosed for a period of 2 years
after the expiry of this Agreement, except where such disclosure is required by
law or by order of a court in the jurisdiction of England. The parties further
agree that all information marked as a "Trade Secret" and reasonably
judged to constitute a trade secret shall not be disclosed at any time during
or after the expiry of this Agreement, except where such disclosure is required
by law or by order of a court in the jurisdiction of England. Confidential
information and Trade Secrets shall consist of, but not necessarily be limited
to: technical, commercial, financial, operational, marketing or promotional
information or data.
14. Press and Publicity
Both parties may announce the existence of this
Agreement by means of a joint press release as agreed between the parties prior
to being made public. Either party may also produce subsequent press releases
and other statements of their own referring to the existence of this Agreement,
but will notify the other party in advance.
15. Data Protection
Both parties shall be registered under and
observe the Data Protection Act relevant to them, (1984 or 1998 Act) according
to when each party first registered. Both parties further confirm that they
will not rent or sell customer lists and / or contact details without the
customers’ express prior approval. Either party may treat a breach of this clause
15 as a reason for termination of this Agreement in accordance clause 11 of
this Agreement.
16. Intellectual Property Rights
16.1 Each party grants to the
other for the term of this Agreement a non-exclusive, revocable, royalty-free
licence to use its name, logos, trade marks, trade names and devices
("Intellectual Property") subject to the restrictions in clause 4
above and in any promotional and marketing material issued by either party in a
manner approved by the party whose Intellectual Property is to be used, such
approval not to be unreasonably witheld or delayed.
16.2 Both parties warrant that
they have the right to grant or permit the other party to use the logos,
trademarks, trade names and devices to the extent required to fulfil the terms
of this Agreement.
16.3 Neither party shall make any
claim to the other party's Products or Services during or after the expiry of
this Agreement.
16.4 Neither party shall make any
claim to the other party's trademarks or register or cause to be registered or
apply for a materially similar trademark or imitation of a trademark during or
after the expiry of this Agreement.
16.5 Neither party shall register
or cause to be registered any company name, which is materially similar to that
of the other party.
16.6 On the expiry of this
Agreement all licenses referred to in this clause 16 shall expire and the
parties agree to immediately cease use of the Intellectual Property of the
other.
17. Limitation of Liability
17.1 Nothing in this Agreement
shall exclude or limit liability for death or personal injury resulting from
the negligence of either party or their servants, agents or employees.
17.2 Neither party shall be
liable to the other under this Agreement in contract, tort, or otherwise
(including negligence), pre-contract or other representations (other than
fraudulent or negligent misrepresentations) or otherwise for any loss of
business, contracts, profits or anticipated savings or for any indirect or
consequential or loss whatsoever.
17.3 The Service Provider agrees
to indemnify the Affiliate against any claims, damages, losses, costs and
expenses which the Affiliate may sustain or incur in relation to any Products
or Services which the Service Provider provides, such indemnity applying in
respect of any claims for any breach of applicable law or regulation or any
infringement of any intellectual property rights.
17.4 The Affiliate agrees to
indemnify the Service Provider against any claims, damages, losses, costs and
expenses which the Service Provider may sustain or incur in relation to any
products or services which the Affiliate provides, such indemnity applying in
respect of any claims for any breach of applicable law or regulation or any
infringement of any intellectual property rights.
18. Assignment
Neither party may assign or otherwise transfer
this Agreement or any rights, duties and obligations hereunder without the
prior consent in writing of the other party.
19. Force Majeure
Neither party shall be liable for delay or
failure to perform any obligation under this Agreement if the delay or failure
is caused by any circumstances beyond its reasonable control, including but not
limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period
of at least fourteen days, the party not subject to the force majeure shall be
entitled to terminate this Agreement by written notice to the other.
20. Joint Venture or Partnership
Nothing in this Agreement shall be construed as
creating a partnership, joint venture or an agency relationship between the
parties and neither party shall have the authority or power to bind the other
party or to contract in the name of or create a liability against the other
party.
21. General
21.1 Failure by either party to
enforce any accrued rights under this Agreement is not to be taken as or deemed
to be a waiver of those rights unless the waiving party acknowledges the waiver
in writing.
21.2 It is hereby declared that
the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be
read and construed independently of each other. Should any part of this
Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it
shall not affect the remaining paragraphs, sub-paragraphs and clauses.
21.3 No addition to or
modification of any clause in this Agreement shall be binding on the parties
unless made in writing and signed by the signatories to this Agreement or their
duly authorised representatives.
21.4 This Agreement sets out the
entire Agreement and understanding of the parties and is in substitution of any
previous written or oral agreements between the parties.
22. Jurisdiction
This Agreement shall be interpreted, construed
and enforced in accordance with English law and shall be subject to the
exclusive jurisdiction of the English Courts.
The terms of this agreement are accepted by both
parties as a result of the application made by the affiliate to join this
program and it being respectfully accepted by the service provider.