AFFILIATE TERMS AND CONDITIONS
THIS AGREEMENT is effective from the date of registration.
1 INTRODUCTION
The Slice Ltd, Buckland House, Grovehill Road, Redhill, Surrey RH1 6TW ("we" or "us") wishes to appoint you ("you" or "the Affiliate") as an Affiliate of Wantedpronto to enable you to promote the Wantedpronto Service operated under exclusive licence by The Slice Ltd in the UK ("our Service" or "the Service”) to Consumers (“Consumer” or “Consumers”) and Suppliers (“Supplier” or “Suppliers”) through your Website ("your Website" or “Website”) and/or by your Affiliate Marketing (“your Affiliate Marketing”) in exchange for Commission
DEFINITIONS
“Source Code” Also known as “Referer ID” and/or “Recruiter code”
“Affiliate Marketing” Any action or media or website employed to communicate the benefits or services of wantedpronto to Consumers or Suppliers.
“Consumer” An individual or organisation who places a Want on wantedpronto
“Supplier” A company that buys the contact details of the consumer or the Want
“Website” Your website
“The Service” The facility for Consumers to place a Want on wantedpronto and/or the facility to buy contact details from wantedpronto
“Want” A record which gives details of a product or service being sought by a specific Consumer
“End Users” Suppliers and/or Consumers
2 REGISTRATION
2.1 In order to promote the Service you must accept these Terms and Conditions and complete a registration either via our website or by signing and faxing this agreement to us on fax number 0870 774 2003 or by using the referrer ID provided at the end of this registration process. You are not allowed to promote the Service if you do not accept these Terms and Conditions.
2.2 If, after registration your Affiliate Marketing is determined, at our sole discretion, to be unsuitable, we may terminate this Agreement immediately.
3 LINKS
3.1 One of the ways in which you may promote wantedpronto to End Users is through the use of web links from your Affiliate Marketing to our website. You can include one or more of the Wantedpronto Links ("the Links") on your Website. These can be found in the marketing tool kit at www.wantedpronto.co.uk/as . Any of the Links presented will allow your End Users to navigate directly to the Wantedpronto Service.
3.2 You agree that we must control the appearance of the Links and the way in which the Links operate. As such you must ensure that:
3.2.1 you only display the latest available Links in the format that they are made available to you and you must not alter or amend the Links in any way unless agreed in advance with us;
3.2.2 you only use the Links to link to Wantedpronto.
3.3 We may change the appearance of the Links and the manner in which you link to Wantedpronto at any time. It is therefore recommended that you visit the Wantedpronto website on a regular basis for up-to-date information relating to the Links.
4 PHONE NUMBER
4.1 Another way to promote wantedpronto is through the provision of a phone number to End Users. To facilitate tracking of enquiries, phone numbers will be provided by us.
4.2 If you use a phone number that has not been provided by us you will not receive commission for Wants or Suppliers generated in this way.
4.3 Allocation of phone numbers will be managed by us. You should make a request to us in writing or by email to partner.development@theslice.co.uk if you require a phone number. Allocation of phone numbers will be at our sole discretion.
4.4 We reserve the right to refuse a request for a phone number.
4.5 All calls to the allocated phone number will go to the wantedpronto call centre where End Users will be allocated to your recruiter code for commission purposes.
4.6 Where a phone number has been allocated to you, you can choose, for an additional fee, to be assigned a web address (Phone URL) that is linked to your phone number. For example if the number assigned is 0845 2226000 then the web address assigned will be www.08452226000.co.uk. This Phone URL can then be used in all offline media to direct traffic to wantedpronto under your Source Code. The cost of this service is £50+VAT to set-up.
5 LICENCE
Wantedpronto grants you a non-exclusive, worldwide, royalty-free licence for the term of this Agreement and solely for the purposes of facilitating referrals from your Affiliate Marketing to the UK wantedpronto Service. We have the right to terminate this licence at any time and to request you to cease all Affiliate Marketing and/or remove the Links immediately if we consider that the Links or the Affiliate Marketing are not being used in accordance with these Terms and Conditions.
6 DUTIES OF THE SLICE LTD
6.1 We will process Wants for products/services placed by Consumers who come via your Affiliate Marketing to the Wantedpronto Service and we will be responsible for all aspects of the process.
6.2 We will track Contact Fees charged to Suppliers who purchase the contact details of the consumer and will make Commission reports available to you. Available via the affiliate login area at www.wantedpronto.co.uk/as
6.3 We will track the spend of Suppliers introduced by you and will make Commission reports available to you. Available via the affiliate login area at www.wantedpronto.co.uk/as
7 THE AFFILIATE’S DUTIES
7.1 The Affiliate is solely responsible for the Website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
7.2 You shall be responsible for maintaining the confidentiality of your email and password and you are responsible for all usage and activity on your account, including use of the account by a third party authorised by you to use your account.
7.3 You must ensure that the Links from your Website to our Service are properly formatted to allow accurate tracking and reporting and accrual of referral Commission. We will not be liable for paying referral Commission on sales that are not correctly tracked and reported because the Links are not properly formatted.
7.4 You must ensure that you prominently display the phone number and phone url on offline advertising to allow accurate tracking and reporting and accrual of referral Commission. We will not be liable for paying referral Commission on sales that are not correctly tracked and reported because the correct number or web address has not been used by the End User.
8 REFERRAL COMMISSION
8.1 For an introduction to generate a referral Commission, the End User must either follow the Links from your Website, or use an assigned phone number and/or assigned phone URL to register for the Wantedpronto Service. Suppliers must then purchase the contact details of that Consumer and remit full payment to Wantedpronto.
8.2 The purchase is made up of 2 elements; the Contact Fee and the Administration Fee. The Contact Fee is commissionable and is the “bid” or “buy now” element of the price paid by a Supplier excluding VAT. The Administration Fee is not commissionable and is mainly set aside by us to pay royalties for the UK wantedpronto license.
8.3 Wantedpronto reserves the right to change Commission levels and the Commission mechanism at any time subject to giving you one week’s notice.
8.4 Wantedpronto reserves the right to withhold payment for any reason including, but not limited to, suspicion of fraudulent activity.
8.5 Commission credited to your account does not accrue interest.
8.6 Commission is payable only on End User accounts.
8.7 Where an End User has expressly asked that the recruiter relationship of a specific Affiliate be terminated, we will, at our discretion cease paying Commission to this Affiliate and remove the Affiliate’s Source Code reference from the Consumer’s account.
8.8 We will pay ongoing Commissions each time a Supplier purchases the contact details of a Consumer introduced by you and remits full payment.
8.9 We will pay ongoing Commissions each time a Supplier introduced by you purchases a Want and remits full payment
8.9 The current Commission rates are published on our website at www.wantedpronto.co.uk/affiliatezone
8.10 Your Commission score is based upon the following calculation:
+1 for each time an introduced Want is purchased by a Supplier
-1 for each Supplier offering negative feedback about the Want introduced
-2 for each Supplier who gives feedback that a Want introduced is invalid
-1 for each Consumer offering negative feedback on a Supplier that you have introduced
+1 for each Consumer offering positive feedback on a Supplier that you have introduced
The feedback score is accumulated on an ongoing basis from the time of your initial registration. Commission is paid as a percent of the Contact Fee excluding VAT.
8.11 At wantedpronto’s discretion, an affiliate’s feedback score may be reset to zero or reduced without notice if introductions are not made in a way deemed suitable, ethical or honorable by wantedpronto. The affiliate will have the right of appeal, but the outcome will be at wantedpronto’s discretion.
8.12 Wantedpronto reserves the right to cancel any commission payment to you within 15 days of the transaction month, for reasons including, but not limited to, a referral being incomplete, fraudulent, or otherwise invalid. Any cancelled referral Commission will be removed from your account immediately.
8.13 Commission will be payable for a transaction once it has completed. This will usually be 7 days after a Want has been sold to a Supplier.
8.14 In the event that Commission has been paid to an Affiliate and the Supplier fails to make payment within 30 days, a refund is agreed or an order is cancelled, we will claw back any Commissions that have been added to the Affiliate account. Claw back will apply regardless of whether funds have been transferred out of the Affiliate Account. The Affiliate will be liable to reimburse us for any monies owed as a result of claw back.
8.15 You will receive referral Commissions at the prevailing rate for all End Users that you have introduced for the full term of each End User registration on Wantedpronto.
9 PAYMENT
9.1 You will be entitled to withdraw Commissions from your account subject to a minimum withdrawal amount of £50. You may access the commission tools within the Affiliate Login area www.wantedpronto.co.uk/as using your username and password. Withdrawals can be made via PayPal and the transfer of funds can take up to 10 working days.
9.2 At our discretion we may elect to pay you referral Commission (including VAT, if any) on a monthly basis. Within 15 days of the end of the transaction (calendar) month we will send you payment for commissions on completed sales within that month, less any taxes that we are required by law to withhold. However, if the Commissions payable to you for any calendar month are less than £50.00, then we will retain your payment until the total amount due is at least £50.00 or, (if earlier) until this Agreement is terminated. If a refund is given on a sale that generated a referral Commission, we will deduct the corresponding Commission from your next payment. If there is no subsequent payment we will send you an invoice for the commission.
9.3 In order to simplify the administration process, and not delay payments, we require Affiliates to agree to Wantedpronto "self billing" For VAT purposes. As we will "self bill" for commissions payable, VAT invoices must not be issued by you. A copy of the "self bill" invoice will be sent with each commission payment. Businesses that are VAT registered must insert their VAT number during the registration process. If the VAT number is subsequently changed or cancelled, Affiliates should notify us at affiliates@wantedpronto.com. You will be entirely responsible for any taxation that may be payable as a result of the payment of Commission under this Agreement.
9.4 Payments shall be made by PayPal or similar payment service.
10 POLICIES
For the avoidance of doubt, Consumers who place Wants for products/services through the Affiliate Programme will be customers of Wantedpronto. Accordingly, all Wantedpronto rules, policies and operating procedures concerning customer Wants, customer service and sales will apply to those Consumers. Wantedpronto reserves the right, at its sole discretion, to change such policies and procedures at any time, including category and commission policies. Wantedpronto shall use its reasonable endeavours to present accurate information, but we cannot guarantee the availability of any particular product/service category at any time.
11 DATA PROTECTION
You undertake, in relation to information relating to an identified or identifiable individual, partnership, corporation or other entity ("Personal Data") received pursuant to the operation of this Agreement, to comply at all times (both during the subsistence and after termination of this Agreement) with any obligations imposed under the terms of the United Kingdom Data Protection legislation and any other legislation or self-regulatory guidelines from time to time relating to the holding, use and/or disclosure of Personal Data applicable in the United Kingdom or other relevant jurisdiction.
12 COPYRIGHT
The content of Wantedpronto (including without limitation the Service, website design, text, graphics and all software and source codes connected with the Service) and the Links are protected by copyright, trade marks, patents and other intellectual property rights and laws. You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property rights in the Links, except for the licence expressly granted in Clause 4 above.
13 INTELLECTUAL PROPERTY
The Supplier shall not acquire or use any trade marks, trade names or internet domains so resembling our trade marks, trade names or internet domains as to be likely to cause confusion or deception.
14 AVAILABILITY OF OUR SERVICE
We will endeavor to make Wantedpronto available but cannot guarantee that our service will operate continuously or without interruptions or be error-free.
We accept no liability for any losses which may be incurred as a result of our service being unavailable.
You must not attempt to interfere with the proper working of our service and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, Website, router or any other internet connected device. Should we find that you have done or attempted to do any of the above actions, we will terminate this Agreement immediately. In these circumstances we reserve the right to seek remedies from you, including without limitation, withholding any payments due to you.
15 WARRANTIES AND INDEMNITY
15.1 You hereby warrant to us that you will not include any of the following in or in proximity to your marketing communications:
15.1.1 any illegal material;
15.1.2 any obscene or sexually explicit material;
15.1.3 any violent, discriminatory, threatening or abusive material;
15.1.4 any material which is blasphemous or defamatory in any way or which in any way detracts from the Wantedpronto Service;
15.1.5 any material that infringes the Intellectual Property of any third party.
15.2 You acknowledge that you are solely responsible for all materials that appear in your website and marketing communications together with the technical operation of your Website and all related equipment. You agree to indemnify and hold Wantedpronto and its employees and agents harmless from all claims, damages and expenses including, without limitation, legal expenses, arising out of the operation, maintenance and content of your Website and/or Marketing.
16 TERM AND TERMINATION
16.1 The term of this Agreement will begin upon your registration as an Affiliate and will end when terminated by either party in accordance with this Agreement. Either party may terminate this Agreement at any time upon giving 1 months written notice to the other.
16.2 Either party may terminate this Agreement forthwith by notice in writing to the other if:
16.2.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
16.2.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
16.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
16.2.4 the other party ceases to carry on its business or substantially the whole of its business; or
16.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
16.3 Upon termination of this Agreement, you must immediately remove the Links from your Website and all Wantedpronto trade marks, trade names and logos and cease all Marketing.
16.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
16.5 All affiliate commissions will cease to accrue on termination of this agreement.
17 DISCLAIMERS AND LIMITATION OF LIABILITY
17.1 Nothing in these Terms and Conditions shall exclude or limit the liability of Wantedpronto for death or personal injury resulting from the negligence of Wantedpronto or that of its employees or agents.
17.2 The entire liability of Wantedpronto to you in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to any amount of commission outstanding.
17.3 In no event shall Wantedpronto be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or we had been made aware of the possibility of such a loss occurring.
17.4 To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Affiliate Programme or any products/services obtained through the Affiliate Programme, including, without limitation, warranties of fitness for purpose, merchantability, non-infringement or any implied warranties arising out of performance, dealing, or trade usage, and the same are hereby excluded.
18 RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. 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 in any way or for any purpose.
19 ASSIGNATION
We may assign or subcontract any or all of our rights and obligations under these Terms and Conditions. You may assign this Agreement and your rights and obligations under it with the prior written consent of Wantedpronto.
20 MODIFICATION
Wantedpronto reserves the right to update or amend these Terms and Conditions at any time and if you continue to maintain the Links following any changes you shall be deemed to have accepted such change. It is therefore your responsibility to check the Terms and Conditions on our Website regularly for any changes.
21 SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
22 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
23 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.