AFFILIATE TERMS AND CONDITIONS
FOR MUMS BUSINESS DIRECTORY
1. Application of terms and conditions
By applying to be an affiliate on this website www.mumsbusinessdirectory.com (“site”) as operated by Emma Burford of 43 Mayfield Avenue, Orpington, Kent BR6 0AJ (“we” or “us”), you agree to the following terms and conditions and that these shall prevail over any other terms and course of dealing.
2. Term and termination
2.1 The term of our agreement will begin upon our acceptance of your application to be an affiliate and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice.
2.2 Upon the termination of this Agreement for any reason you will immediately cease use of, and remove from your site, all Links to our site, all of our trademarks and logos and all other materials provided by or on behalf of us to you.
3. Obligations
3.1 In being an affiliate, you shall display one or more textual and/or graphical hypertext links to our site in a prominent position in relevant sections of your website(s), promotional emails, newsletter and other collateral in such form as we may notify you from time to time (“Link”).
3.2 We will track the sales and listings derived from the Links. To permit accurate tracking, and reporting of sales derived from the Links, we will provide you with a unique “tagged” link. You will ensure that each of the Links is tagged and that the Link is not modified in any way.
3.3 We will also provide you with promotional text should you wish to provide further information on our services. You may display other promotional content about our products and services with our prior written consent.
3.4 You agree that it is your responsibility to integrate the Links into your website(s) properly in accordance with our instructions and that we shall not be liable to you in relation to your failure properly to integrate the Links into your website(s), including to the extent such failure may result in any reductions of commission payments that would otherwise be paid.
3.5 Once you are accepted as an affiliate, you will be able to access your own affiliate panel so that you can view detailed traffic statistics and your earnings. You will be provided with a username and password for the affiliate panel which you must treat as confidential and you must not disclose it to any third party. The affiliate panel is provided by our third party provider and you use it subject to their terms and conditions.
3.6 We are under no obligation to accept an application to be an affiliate
4. Fees
4.1 Where a customer purchases a Paid Listing Package (as defined in our standard website terms and conditions of business) on our site during the term of our agreement as a direct result of accessing our site via a Link from your website(s) “(Qualifying Purchase”), we shall pay you a commission of 20% of the value of the Qualifying Purchase actually received by us (excluding VAT) provided that we shall be entitled to deduct from such commission any tax which may arise thereon and which we are obliged by law to deduct and account to HMRC.
4.2 For the avoidance of doubt you shall be entitled to commission on Qualifying Purchases that are purchased at a price other than the standard fee, but your commission percentage shall be based on the fee actually received by us.
4.3 The purchase must be completed on our site and must be completed during a Session (as defined below).
“Session” means the period beginning upon a user’s entry to our site via a Link (regardless of whether the visitor leaves and then returns to the site) from your site and ending 60 days thereafter if the user accepts cookies from our site.
4.4 To keep track of the Session, we use a small text file called a “cookie” that is placed on the hard drive of the user’s computer. Some web browsers permit users to elect not to receive cookies and users may of their own volition delete cookies. Only users who accept cookies can be tracked for commission fees. Commission fees will not be paid for any purchase made by a user who does not accept “cookies” or who has deleted our “cookies” during a Session. Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie.
4.5 If a user makes a Qualifying Purchase through a Link from your website but had originally accessed our site via a Link from a different website or other collateral, you will not be paid a commission fee in relation to this purchase.
4.6 We will pay directly to your Paypal account the amount of the commission fee owed to you by the last day of the week following the quarter in which the relevant Qualifying Purchases were made (quarters being 1 February to 30 April, 1 May to 31 July, 1 August to 31 October and 1 November to 31 January).
4.7 Notwithstanding any other provision of these terms and conditions, for administrative purposes we shall not be obliged to make payment to you unless and until the amount owing to you is £10 or more.
4.8 For the avoidance of doubt, commission shall cease to be payable on you ceasing to be our affiliate including in relation to ongoing subscriptions or renewal fees on Qualifying Purchases.
4.9 No commission shall be payable in respect of:
(a) any payment received by us which is made by the fraudulent and/or criminal use of a credit card; or
(b) any payment on a credit card being declined or a cheque being returned; or
(c) if a customer receives a refund for a product or service
and where a commission fee has been made in relation to such payments, the amount of such commission shall be deducted from the commission payable in subsequent quarters or if the agreement is terminated you shall repay such commission fee to us.
4.10 Commission fees shall not be paid on purchases of our services and/or products made by you.
5. Intellectual Property
5.1 We grant you a limited, non-exclusive, non-transferable, non-sub licensable, revocable right to use the graphic images and text provided by us solely for the purpose of creating the Links and displaying promotional text and material about our products and services in accordance with these terms and conditions. We may revoke this license at any time by giving you written notice.
5.2 We reserve all rights in all graphics, images, text and other content provided to you together with all rights in our trade names, trademarks, domain names, copyrights and any other intellectual property rights owned by us.
6. Liability
6.1 Our aggregate liability arising with respect to this agreement will not exceed the total commission fees paid to you under this agreement. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this agreement, even if such damages were in the contemplation of either or both of us.
6.2 We make no express or implied warranties or representations with respect to the products or services sold through the site (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage).
6.3 We make no representation that the operation of the site or the Links will be uninterrupted or error-free, or will not be re-routed or “black holed.” We may at times be unable to capture information regarding the Links and shall not be liable for the consequences of any such interruptions or errors.
6.4 We make no representation or warranty that the site, our trademarks and all content or other materials contained or displayed on any portion of the site do not and will not infringe upon or violate any rights of any third party, including without limitation any copyrights, trademarks, trade secrets, contract rights or privacy rights.
6.5 The affiliate panel is provided by our third party provide and as such we shall not be responsible for any error, defect, bug, fault, non-availability, delay or any other matter relating to the affiliate panel. We shall not be liable in any way for any loss, damage, claim, expense or any other liability suffered or incurred by you in relation to the affiliate panel.
7. Status
7.1 We and you are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
7.2 You have no authority to make or accept any offers or representations on our behalf and all sales by us are transactions solely between us and the purchasing customer.
8. Severance
If any provision of these terms and conditions and the resulting agreement between us (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force unless, in our reasonable opinion, the purpose of this agreement is frustrated as a result.
9. Variation
We may vary these terms and conditions at any time. The latest version of these terms and conditions shall be as posted on our site or (provided that you have provided us with a valid up-to-date email address for you) emailed to you. Your continued acting as an affiliate constitutes your acceptance of any new or updated or amended terms and conditions.
10.Waiver
No failure or delay by us to exercise any right or remedy provided under this these terms and conditions and the resulting agreement between us or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
11. Assignment
The agreement between us is personal to you and you may not, without our prior written consent, assign, transfer, sub-contract, delegate or deal in any other manner with such agreement. We may assign our agreement with you at our discretion and without providing you with notice.
12. Entire Agreement
These terms and conditions and the resulting agreement between us constitutes the entire agreement between us and supersedes all prior agreements, communications and proposals.
13. Third party rights
A person who is not a party to the agreement between us shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
14. Governing law and jurisdiction
These terms and conditions and the agreement between us and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
