You
will be enrolled as an affiliate in the Programme once you have
completed and we have accepted the Affiliate Application Form found
on our directschoolwear.co.uk website (the "Site").
1.2
You
will be notified of our acceptance of your application when you
receive a confirmatory e-mail. Your
username and password will allow you to access our on-line
reporting site which will detail customer take up.
1.3
The
Term of this Agreement shall commence from our acceptance and will
continue in perpetuity unless the Agreement is terminated in accordance
with these terms.
2.
Our
rights and obligations
2.1
We
shall use reasonable endeavours to design, develop and maintain
the Site, the on-line reporting site and to provide you with a choice
of hypertext links which you have licence to use in order to link
to the Site. You can choose as many of these links as you want (the
"Links").
2.2
For
the avoidance of doubt (and without prejudice to any other rights)
we shall have the right to reject your application to become an
affiliate in the Programme at our absolute discretion, for whatever
reason, without explanation to you.
2.3
The
customer details of all customers that use the Site belong exclusively
to us. You agree that you have absolutely no claim on that data.
3.
Your
rights and obligations
3.1
You
shall place the Links from your site (which link shall be at least
as prominent as links to any other channels and/or web site contained
on your site) to the Site.
3.2
You
represent, warrant and undertake that:
3.2.1
you
will not cause or permit anything to be done which may infringe,
damage or endanger any of our, or any third party's, rights (including
intellectual property rights) of whatever nature in any jurisdiction;
3.2.2
you
have the power and authority to enter into and perform all of your
obligations and to grant all of the rights purported to be granted
under this Agreement;
3.2.3
your
site shall be free from all viruses, worms, trojan horses, cancelbots
and other contaminants including but not limited to any codes or
instructions that may be or will be used to access, modify, delete
or damage any data files or other computer programs used by us or
any third party; and
3.2.4
that
you will provide us with a full indemnity from any losses (of whatever
nature) suffered by us as a result of any third party claims against
us as a result of a breach by you of any of the terms of this Agreement.
4.
Intellectual
Property Rights
4.1
All
intellectual property rights and goodwill in or relating to the
Site and its content (the "Site Intellectual Property")
is owned by us or our licensors and you acknowledge and agree that
you have no rights in the Site Intellectual Property. On termination
you shall remove our links from your site immediately.
4.2
Files resulting in the conversion of designs from various formats into the correct format for our printing processes remain the property of directschoolwear.co.uk. These may be purchased from directschoolwear.co.uk for a fee.
5.
Fees
and Revenue
5.1
We
shall pay you a commission at the commission rates specified in
the Frequently
Asked Questions for each qualifying customer (see clause 5.2).
5.2
A qualifying customer is any customer excluding those customers anticipated
by the answers in the Frequently
Asked Questions who, during the Term, accesses the Site through
a Link on your site and makes a purchase from the Site.
5.3
You will be paid monthly. If any commission payable is less than £10 for any month we will hold those payments until the total amount due is at least £10 or (if earlier) this Agreement is terminated.
6.
Confidential
Information and data
You
agree to keep our confidential information confidential and not
to disclose it to any third party without our prior written consent,
however nothing in this paragraph will affect your ability to deal
with information of which you are independently aware or which (unless
caused by your breach) is in the public domain or which you are
required by law to disclose.
7.
Termination
Each
party shall be entitled to terminate the Agreement immediately upon
written notice to the other. This Agreement will terminate automatically
if either party becomes insolvent, commits and act of insolvency
or becomes unable to pay its debts. Upon termination you will immediately
remove our links from your site.
8.
Force
Majeure
We
shall not be liable for any delay in performing or for failure to
perform any obligations under the Agreement to the extent that the
failure is caused by an event outside our reasonable control.
9.
Variation of this Agreement
It shall be a condition of your acceptance of this Agreement that you agree that directschoolwear.co.uk reserves the right to
vary the terms herein upon written notice to you. Upon receipt of that notice you shall have the ability to terminate our Agreement in
accordance with these terms or to accept. If you do not respond beyond seven (7) days from your receipt of that notice you shall be
deemed to have accepted those new terms. For the avoidance of doubt such variation may include the commission rates indicated in clause
5 above. This shall not effect either parties right to terminate this Agreement in accordance with clause 7 above.
10.
Miscellaneous
10.1
The
Agreement constitutes the entire agreement between the parties with
respect to its subject matter.
10.2
We
may make any modification to this Agreement upon notification to
you by either e-mail or notification of change on the Site. Your
continued participation in the Programme will constitute acceptance
of that change.
10.3
You
may not without our prior written approval assign, transfer, license
or deal with any of our rights under the Agreement or sub-contract
any of our obligations. We are free to assign or licence the benefit
of this Agreement.
10.4
Nothing
in this Agreement will be deemed to create a partnership or joint
venture between the parties.
10.5
No
failure or delay by any party in exercising its rights under this
Agreement will operate as a waiver of that right nor will any single
or partial exercise by either party of any right preclude any further
exercise of any other right.
10.6
In
the event that any provision of this Agreement is held to be invalid,
illegal or unenforceable by a court with jurisdiction over this
Agreement,
(i) if the laws of the relevant jurisdiction permit the same, such
provision will be deemed to be restated to reflect as nearly as
possible the original intentions of the parties (or, if such laws
do not permit the same, the wording which causes such invalidity,
illegality or unenforceability shall be deemed to be deleted from
this Agreement), and
(ii) the remaining terms, provisions, covenants and restrictions
of this Agreement will remain in full force and effect.
10.7
We
agree that the provisions of this Agreement are personal to us and
are not intended to confer any rights on any other third party.
The Contracts (Rights of Third Parties) Act 1999 shall not apply
to this Agreement or to any provision of the terms.
10.8
The
Agreement shall be governed and interpreted in accordance with the
laws of England and Wales and the parties submit to the non - exclusive
or exclusive jurisdiction of the English courts (the decision as
to which at our absolute discretion) although if you are a English
based affiliate we both agree to submit to the exclusive jurisdiction
of the English courts.
