All users of the Cannonball Affiliates program are advised to carefully read the following Terms and Conditions, which describe our and your legal rights and obligations in relation to our Affiliate Programme. These terms must be read and agreed to before you can become a member of our program.
This Agreement replaces all previous terms and conditions for the Merchant Affiliate Programme. If deemed necessary, the Merchant may publish changes to this Agreement on its website. The continued use of the Affiliate Programme following any and all changes will constitute binding acceptance of such changes. If you do not agree to current or future terms, you should terminate this Agreement in accordance with clause 12.
The following terms are available in English only. Any questions about them should be directed to: [email protected]
1. DEFINITIONS AND THEIR INTERPRETATIONS
1.1 In the Agreement:
- Acceptance Email: An email sent by the Merchant to the Affiliate confirming their acceptance into the Affiliate Programme;
- Affiliate: An applicant who has been accepted by the Merchant as a member of the Affiliate Programme and is in receipt of an Acceptance Email to verify the same.
- Affiliate Programme: The Cannonball Affiliates programme.
- Affiliate Website: The website(s) owned and operated by the Affiliate and specified on the Registration Form.
- Agreement: An agreement between the Merchant and Affiliate incorporating the Terms and Conditions, Registration Form and Acceptance Email, along with any necessary amendments.
- Associated Company: Any company, subsidiary, or holding company, or any subsidiary of such holding company, associated with the Company.
- Brand Marks: Merchant Website trademarks and logos made available to the Affiliate by the Merchant (see Schedule 1).
- Confidential Information: All confidential commercial, financial, marketing, business and technical or other data, including know-how, trade secrets, specifications, and all other confidential information (whether written, oral or in electronic form) concerning the business.
- Commencement Date: The date on which the Affiliate’s application for the Merchant Affiliate Programme is accepted.
- Commission: The payment structure available to the Affiliate subject to performance as communicated on the Affiliate Programme website.
- Data Protection Legislation: The European Data Protection Directive 94/46/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable data protection legislation.
- Effective Date: The date the Agreement comes into force (specified in Clause 2).
- Good Industry Practice: All reasonable care and diligence expected of appropriately qualified persons with appropriate skill in providing services of similar scope, type and nature to the Services.
- Gross Gaming Revenue: Total Player wagering minus Player winnings (including accrued progressive jackpots) relating to the Merchant Websites for which the Affiliate has elected to provide the Services.
- Force Majeure Event: An event(s) outside the reasonable control of the party affected (including, but not limited to, problems with the internet, hacks, viruses, malware, denial of service attacks, and power failures).
- Intellectual Property Rights: All intellectual property rights and interests, including copyrights, patents, trademarks, and similar rights, whether registered or unregistered, for the duration of their full terms.
- Link: A hyperlink (in text, image or other form) from the Affiliate Website to the Merchant Website enabling the Merchant to track visitors using an affiliate tracking system.
- Merchant: Cannonball Affiliates and its Associated Companies.
- Merchant Website: The website(s) and any device-specific versions of such website, operated and controlled by the Merchant.
- Minimum Deposit and Wagering Requirements: The minimum deposit and wagering requirements utilised on the Merchant Website.
- Net Gaming Revenue: Gross Gaming Revenue minus: (a) operating costs (including costs relating to third-party platform operators, game operators and other third-party service providers) of the Merchant Website; (b) processing fees; (c) funds added to Players’ accounts, excluding winnings, to incentivise Players to increase their deposits and/or turnover (including bonus money and loyalty schemes); (d) invalid, fraudulent or disputed payments, including where a bank/payment provider has initiated a chargeback; (e) applicable taxes; and (f) all payments made by and revenues associated with any Player that makes an invalid, fraudulent or disputed transaction.
- Player: A new player who has successfully opened an account on the Merchant Website in accordance with this Agreement and who (a) commences his or her application directly from a Valid Click and (b) has met the relevant Minimum Deposit and Wagering Requirements.
- Prohibited Materials: Content, works or other materials that constitute, or that the Merchant reasonably determines constitute:
- material that breaches applicable laws, regulations or legally-binding codes;
- material that infringes third-party intellectual property rights or other rights;
- indecent, violent, obscene, pornographic or lewd material;
- material that is offensive, abusive, or likely to cause annoyance, inconvenience or anxiety to another internet user;
- computer viruses and other malicious applications, programs or software; and/or
- spam or unsolicited bulk email [or unsolicited commercial email].
- Promotional Content: All content promoting the Merchant Website to Players and potential Players that is (a) made available to the Affiliate (and not subsequently withdrawn) by the Merchant; and (b) created by or on behalf of the Affiliate, which content is approved by the Merchant in writing in advance.
- Registration Form: The form on the Merchant Website that enables users to apply as an Affiliate.
- Term: The term of the Agreement, which commences on the Commencement Date and continues until this Agreement is terminated in accordance with clause 12.
- Valid Click: A click on a Link on an Affiliate Website that results in the Merchant Website being viewable, as recorded by the Merchant’s systems.
1.2 In this Agreement:
1.2.1 a reference to a statute or statutory provision includes a reference to: that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision;
1.2.2 a reference to a person shall be deemed to include natural persons and their personal representatives, successors and permitted assigns, companies and other bodies corporate, unincorporated associations, partnerships, firms and government bodies, governments, states and any other organisations (whether or not in each case having separate legal personality);
1.2.3 a reference to in writing or written shall include email; and
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The terms “including”, “include” and “in particular” are to be construed without limiting the words that precede them.
2. THE AGREEMENT
2.1 To apply for Affiliate status, the applicant must complete and submit the Registration Form.
2.2 The Agreement will come into force only when the Merchant sends the Acceptance Email.
2.3 The Agreement will remain in force indefinitely, unless terminated in accordance with Clause 12.
2.4 Upon entering into this Agreement, the Affiliate agrees to provide the Services (outlined defined below) to the Merchant.
2.5 The Affiliate recognises that Regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations do not apply to this Agreement.
3. AFFILIATE SERVICES
3.1 The Affiliate shall:
3.1.1 Follow the provisions of these terms relating to misleading clicks, post links to Merchant Websites on their own website and maintain at least one link on their website during the Term, and
3.1.2 promote the Merchant Websites, in accordance with the terms of this Agreement (the “Services”).
3.2 The Affiliate must use the most up-to-date Links approved by the Merchant.
3.3 The Affiliate agrees to comply with Merchant requests to change the position of Links.
3.4 The Affiliate must only place Links on websites described in the Affiliate’s Registration Form. Placement of Links by the Affiliate on any other websites may only occur with the Merchant’s prior written consent.
3.6 The Affiliate will be granted access to an Affiliate control panel on the Merchant Website during the Term, from which the Affiliate will be able to:
3.6.1 alter the Affiliate’s account details and preferences;
3.6.2 access analytics information relating to the Affiliate’s performance; and
3.6.3 download code to use as Links.
4. AFFILIATE OBLIGATIONS
4.1 The Affiliate shall:
4.1.1 provide the Services in accordance with Good Industry Practice;
4.1.2 adhere to all registration requirements;
4.1.3 be at least 18 years of age;
4.1.4 ensure its website cannot easily be confused with the Merchant Websites;
4.1.5 comply with Data Protection Legislation; and
4.1.6 clearly include the header of the applicable Merchant Website in the email (being sure to incorporate relevant Brand Marks).
4.2 The Affiliate will provide the Merchant with:
4.2.1 such co-operation as is required by the Merchant (acting reasonably) in connection with the Affiliate Programme; and
4.2.2 all information/documents required by the Merchant (acting reasonably) in connection with the Affiliate Programme.
4.3 The Affiliate shall not:
4.3.1 include any Prohibited Materials (or hyperlinks to Prohibited Materials) on the Affiliate Website;
4.3.2 market the Affiliate Website using unsolicited communications, spyware, parasiteware, adware or similar software, or using any other deceptive methods;
4.3.3 increase or try to increase the number of Payment Trigger events using fraudulent or deceptive methods;
4.3.4 provide the information of another person with the intention of impersonating that person or deceiving the Merchant or other Affiliates;
4.3.5 drive pay-per-click traffic to the Merchant Website or another Affiliate’s website, including via any search engine, directory or online database by bidding on search terms, keywords and other identifiers related to a Merchant Website;
4.3.6 use any promotional content or hyperlinks other than those approved Promotional Content.
4.3.7 send any promotional offers to underage recipients;
4.3.8 deliberately market to players in jurisdictions where such services are illegal or restricted;
4.4 Any form of spam sent or alleged to have been sent by or on behalf of the Affiliate may, at the Merchant’s sole discretion, result in the Affiliate’s registration being closed and all funds due being withheld. The Merchant may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at the Merchant’s sole discretion, be deducted from the Affiliate’s Commission. Should these expenses not be covered by the Affiliate’s Commission in that month, the Affiliate hereby agrees to indemnify and hold harmless the Merchant and members of the Merchant’s Group from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred or awarded against the Merchant or any members of the Merchant’s Group due to or in connection with any breach by the Affiliate of this clause 4.4.
4.5 The Affiliate will not take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Merchant and/or the Merchant Website.
4.6 On the Merchant’s request, the Affiliate shall promptly provide to the Merchant such information as the Merchant may reasonably require to monitor the Affiliate’s compliance with the terms of this Agreement.
4.7 The Affiliate shall be responsible for maintaining the confidentiality of its email, password and all usage and activity on its account, including use of the account by a third party authorised by the Affiliate to use its account.
4.8The Affiliate shall notify the Merchant by email at [email protected] of any known or suspected unauthorised uses of its account, or any known or suspected breach of security.
4.9 Cashback and incentive websites may participate in the Affiliate Programme only with the Merchant’s written approval.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Subject to the Affiliate’s compliance with the terms of this Agreement, the Merchant hereby grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce the Links electronically and to publish the Links on the Affiliate Website for the purpose of performing the Services.
5.2 The Affiliate shall use the Links at all times in accordance with any and all brand guidelines in respect of the Merchant Website(s) as provided to the Affiliate by the Merchant and in accordance with the terms of this Agreement.
5.3 The Merchant Websites are provided on as “as is” basis and accordingly the Merchant does not warrant that the use of the Links by the Affiliate will not infringe any third-party Intellectual Property Rights or give rise to any other liability on the Affiliate.
5.4 The Affiliate shall not alter the Links or Brand Marks without the prior written consent of the Merchant.
5.5 The Affiliate acknowledges and agrees that:
5.5.1 it neither has nor obtains any right, title or interest in the Intellectual Property Rights of the Merchant or its Licensors; and
5.5.2 all right, title and interest (including goodwill) arising from the Affiliate’s use of the Merchant’s or its licensors’ Intellectual Property Rights will vest in the Merchant or its licensors (as applicable).
5.6 The Affiliate shall not do, cause or authorise to be done, anything which in the Merchant’s reasonable opinion will or may in any way impair, damage or be detrimental or otherwise adversely affect the reputation or goodwill associated with the Merchant, the Brand Marks, or the Intellectual Property Rights vested in the Merchant (or its licensors) or any Associated Companies (or any of their respective licensors). The Affiliate shall not use the Intellectual Property Rights of the Merchant (or its licensors) or any Associated Companies (or any of their respective licensors) in any manner likely to cause harm to the validity of those Intellectual Property Rights.
6. PAYMENTS AND COMMISSION
6.1 Commission is paid by the Merchant to the Affiliate in consideration of performance of the Services.
6.2 This clause may be varied by agreement between the Merchant and the Affiliate. Any payment terms set out in writing and signed by both parties with the intention of varying these terms shall take precedence in the event of any conflict.
6.3 The Merchant will track Valid Clicks, Sign Up’s and First Time Depositor activity for the purpose of calculating Commission. This will be set out in a report and only the Merchant’s tracking functionality will be considered for this purpose. The form of the report will be as featured in the Affiliate’s control panel and may vary at the Merchant’s sole discretion. The Merchant may remove reporting columns at its sole discretion if these are not required to calculate Commission. The report will detail the number of new Players and the total amount due after any deductions discussed in this Agreement. The Merchant will provide the Affiliate with a statement based on this report.
6.4 The Merchant will account to the Affiliate for all Payments due in respect of a calendar month before the end of the following calendar month, unless the amount due is less than £250 (the “Threshold”), in which case the Payments may be held until the next accounting period.
6.5 If the Affiliate is registered for VAT in the European Union:
(a) all Payments stated in this Agreement and on the Merchant Website are inclusive of VAT payable by the Merchant to the Affiliate;
(b) the Affiliate is solely responsible for accounting for such VAT; and
(c) the Affiliate must provide to the Merchant within 30 days following the making of a Payment under this Clause 6 a valid VAT receipt in respect of such Payment.
6.6 The Merchant will deduct withholding tax and other taxes/duties as and when required by law.
6.7 Payments are made in UK Pounds Sterling by Skrill, bank transfer or PayPal.
6.8 The Merchant reserves the right to suspend the Affiliate’s activity and any entitlement to Commission if the Affiliate fails to refer any new Players in any three (3) month period.
6.9 The Merchant reserves the right to charge the Affiliate any payment processing fees imposed by certain payment providers at its sole discretion.
6.10 No Payments will be due in respect of:
6.10.1 visits to the Merchant Website made by or on behalf the Affiliate; any parent undertaking or subsidiary of the Affiliate; any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; or any natural person related to the above;
6.10.2 any amount received by the Merchant by fraudulent or unlawful means; or
6.10.3 any payments on the Merchant Website which are subsequently cancelled, refunded, reversed, or charged-back; or
6.10.4 any Player who already has an account on the Merchant Website, and the Merchant will be entitled to require repayment of Payments made as a result of such visits, actions and purchases. For the avoidance of doubt, the Merchant may withhold payment of Commission if it has reasonable grounds to believe that the Affiliate has breached any term of this Agreement or has acted dishonestly. The Merchant may also withhold payment of Commission when it has reasonable grounds to believe the payment of such Commission may cause the Merchant or the Affiliate to be in breach of any applicable laws, rules or regulations in any jurisdiction.
6.11 The Affiliate agrees to promptly repay the Merchant any monies already paid to it arising from any of the circumstances in clause 6.7 together with all reasonable legal costs and other expenses incurred by the Merchant in investigating the matter and recovering losses.
6.12 Except in the case of manifest error or fraud, the Merchant’s calculation of Commission shall be final.
6.13 Both before and after termination, the Merchant will be entitled to offset any amount owed to the Affiliate against any amount the Affiliate owes to the Merchant whether under the Agreement or otherwise, and against any loss or damage suffered by the Merchant whether in relation to the Agreement or otherwise arising out of the Affiliate’s acts or omissions.
7.1 Each party warrants to the other party that:
7.1.1 it has the legal right and authority to perform its obligations under the Agreement;
7.1.2 it will perform its obligations under the Agreement with reasonable care and skill; and
7.1.3 it has and will retain throughout the Term all right, title and authority to grant to the other party the rights and licences granted in this Agreement.
7.2 All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause [9.1], no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
7.3 The Affiliate warrants, represents and undertakes (as applicable) that its website(s) and any content thereon:
7.3.1 is not aimed at children or anyone under the age of 18;
7.3.2 does not contain any Prohibited Material;
7.3.3 does not infringe the rights (including Intellectual Property Rights) of any third party;
7.3.4 is solely owned by the Affiliate.
7.4 The Affiliate warrants, represents and undertakes (as applicable) that:
7.4.1 it will comply with any all brand guidelines;
7.4.2 it has obtained and will maintain all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations;
7.4.3 it will not make any application to register any trade or service mark, business name, company name or domain name which contains or is similar to any intellectual property of the Merchant or a Merchant Website;
7.4.4 it will perform its obligations under this Agreement in accordance with Good Industry Practice;
7.4.5 it will not make, and it will procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory or detrimental to the reputation of the Merchant, Merchant Websites, or Associated Companies;
7.4.6 it will comply with all laws including Data Protection Legislation;
7.4.7 it will not intercept or complete any registration form submitted by Players or potential Players to the Merchant;
7.4.8 it will not target underage individuals or those living in jurisdictions where the Services are illegal;
7.4.9 it will comply with all relevant online and mobile advertising laws;
7.4.10 it will not intercept, redirect or otherwise interfere with traffic from any other Merchant affiliate website; and
7.4.11 all information it submits to the Merchant on the Registration Form and in all other communications between the parties is complete and accurate.
7.5 In relation to marketing emails, the Affiliate must comply with all applicable legislation and only send emails to persons who have consented to receive them. All marketing communications will contain clear information about the identity of the Affiliate and provide details of how the recipient can unsubscribe.
7.6 The Merchant provides the Merchant Websites on an “as available” basis, without warranties of any kind. With regards to the Merchant Website(s), the Merchant does not guarantee that:
7.6.1 it will be uninterrupted or error-free;
7.6.2 there are no viruses or other harmful components;
7.6.3 all defects will be corrected;
7.6.4 security methods are sufficient; or
7.6.5 all content is correct, accurate, and reliable.
7.7 The Merchant reserves the right to discontinue, withdraw, terminate or modify the Merchant Website(s) included in the Affiliate Programme or any part thereof at any time without notice or further liability to the Affiliate.
Without prejudice to the Merchant’s other rights or remedies under this Agreement, the Affiliate will fully indemnify and keep indemnified the Merchant, the Merchant’s Associated Companies, affiliates, employees, officers and directors (“Agents”) from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against the Merchant or any of its Agents due to or in connection with any breach by the Affiliate of any provision of this Agreement.
9. LIMITATIONS AND EXCLUSIONS OF LIABILITY
9.1 Nothing in this Agreement shall exclude or limit either party’s liability for:
9.1.1 death or personal injury resulting from its negligence or the negligence of its employees or agents;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 limit any liability of a party in any way that is not permitted under applicable law; or
9.1.4 exclude any liability of a party that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:
9.2.1 are subject to Clause 9.1;
9.2.2 govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
9.3 Neither the Merchant nor any of its Agents or Associated Companies shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for:
9.3.1 any special, indirect or consequential loss or damage;
9.3.2 loss of revenues, profits, contracts, use, production, business or anticipated savings;
9.3.3 loss of goodwill or reputation;
9.3.4 loss of commercial opportunities;
9.3.5 any loss or corruption of any data, database or software;
9.3.6 any losses arising out of a Force Majeure Event,
Whether or not such losses were within the contemplation of the parties at the date of this Agreement.
9.4 The Merchant’s total aggregate liability to the Affiliate in relation to any event or series of related events will not exceed the total amount paid and payable by the Merchant to the Affiliate under the Agreement during the 12-month period immediately preceding the event or events giving rise to the claim.
9.5 The Merchant shall not be liable to the Affiliate for any losses arising from the non-availability or loss of use of the Merchant Website.
10.1 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisors or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any Confidential Information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in the future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any Confidential Information concerning such matters.
10.2 Notwithstanding clause 10.1, the Merchant shall be entitled to disclose Confidential Information relating to the Affiliate to third-party complainants or their professional advisers, if the Merchant believes, it its sole discretion, or a third party alleges, that an Affiliate:
10.2.1 has infringed the rights of the Merchant or a third party;
10.2.2 is in breach of any applicable law or regulatory requirement; or
10.2.3 has sent or caused to be sent any form of spam.
11. FORCE MAJEURE EVENTS
11.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
11.2 A party who becomes aware of such a Force Majeure Event will promptly notify the other.
11.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
12.1 This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with clause 12.2, 12.3 or 12.4.
12.2 Either party may terminate the Agreement immediately at any time by giving written notice to the other party, which may be by post or by email. The Merchant may elect to terminate this Agreement immediately by cancelling the Affiliate’s account on the Merchant Website or by giving written notice to the Affiliate if the Affiliate:
12.2.1 commits any breach of term in this Agreement;
12.2.2 publishes or operates a promotion that is harmful, inappropriate or aimed at undesirable countries; or
12.2.3 sends, causes to be sent (or is alleged to have sent) any form of spam.
12.2.4 enters into an insolvency or bankruptcy process or procedure;
12.2.5 the Affiliate dies or becomes incapable of managing his or her own affairs.
13. EFFECTS OF TERMINATION
13.1 Upon termination:
13.1.1 the Affiliate shall no longer be entitled to access the Merchant Website;
13.1.2 the Affiliate must remove and cease to use and/or distribute (in any way) all of the Brand Marks, Promotional Content and Links;
13.1.3 all rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and
13.1.4 within 5 working days of termination of this Agreement, the Affiliate must immediately return to the Merchant or destroy at its request all the property in the Affiliate’s possession or under its control that belongs to the Merchant or its Associated Companies or any of its licensors.
13.2 If the Merchant terminates this Agreement, it retains the right to withhold Commission otherwise payable to the Affiliate during the month in which such termination occurs.
13.3. The Affiliate will not be entitled to Commission with respect to Players registered on or after the date of termination of this Agreement.
13.4 If the Merchant continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
14.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or email address specified on the Registration Form (in the case of the Affiliate) or to [email protected] (in the case of the Merchant) (or as notified by one party to the other in accordance with this Clause).
14.2 A notice will be deemed to have been received when:
14.2.1 where the notice is delivered personally, at the time of delivery;
14.2.2 where the notice is sent by recorded signed-for post, 48 hours after posting; and
14.2.3 where the notice is sent by email, at the time of the transmission (providing the sending party retains evidence of the transmission).
14.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
14.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
14.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties. The Affiliate will not make any statement on the Affiliate Website which expressly suggests that there is any such relationship between the parties.
14.6 The Agreement may be varied by the Merchant posting a new version of the Agreement on the Merchant Website and/or notifying the Affiliate in writing that the Agreement has been varied. The Affiliate’s continued participation in the Affiliate Programme after receipt of such a notice will constitute the Affiliate’s acceptance of the varied Agreement.
14.7 The Affiliate hereby agrees that the Merchant may freely assign any or all of its rights and/or obligations under the Agreement to any successor to all or substantial part of the business of the Merchant from time to time. The Affiliate may not without the prior written consent of the Merchant assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.
14.8 The Merchant reserves the right to suspend or discontinue any aspect of the Affiliate Programme at any time.
14.9 This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Links for its or their own personal use or to fraudulently increase the Affiliate’s Commission.
14.10 Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage to the Merchant. In such circumstances, the Merchant reserves the right to withhold any Commission due to the Affiliate if Merchant has reasonable cause to believe that such traffic has been caused with the Affiliate’s knowledge.
14.11 Except in so far as expressly provided in this Agreement, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
14.12 Save as provided for in clause 8, the Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. Rights are not subject to the consent of a third-party.
14.13 This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement. It supersedes all previous agreements and understandings between the parties. Subject to Clause 9.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.
14.14 This Agreement will be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with it.
NB: MINIMUM INFORMATION REQUIRED ON REGISTRATION FORM
– Affiliate name, address and contact details (Telephone Number and Email Address)
– Affiliate company name, registration number and registered office (where applicable)
– Contact details for notices (if different)
– Affiliate Website
– Payment details (e.g. PayPal email address)
– The Registration Form should also incorporate a checkbox or other acceptance mechanism for the Affiliate Terms and Conditions, ensuring that all Affiliates give their express acceptance of the Affiliate Terms and Conditions. The Merchant should keep a record of such acceptances.
SCHEDULE 1: BRAND MARKS