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HFE MYPVCBANNER Affiliate Programme Affiliate Programme Agreement. Welcome to HFE MYPVCBANNER Affiliate Programme. This Affiliate Programme Agreement (hereinafter the "Agreement") contains the terms and conditions that apply to participants in the HFE MYPVCBANNER Limited Affiliate Programme (hereinafter the "Programme"). In this Agreement, "HFE MYPVCBANNER ", "we", "us" and "our" means HFE MYPVCBANNER, a United Kingdom company with registered office at HFE Signs Ltd. Callingwood Complex Callingwood Lane Tatenhill Burton Upon Trent United Kingdom and "Affiliate", "you" and " " means the person or organisation that is applying to become a participant in the Programme and who accepts this Agreement or on behalf of which this Agreement is accepted (as the case may be). "HFE MYPVCBANNER " means the customized web pages or banners or advertisinbg materials to be made available by us to you pursuant to this Agreement through which visitors to website can buy HFE MYPVCBANNER custom banners from us. 1. Joining the HFE MYPVCBANNER Affiliate Programme You need to submit a completed affiliate programme application via our website. You will be automatically accepted and can start placing marketing materials on website(s) immediately. We may reject application if we decide, at our sole discretion, that website is unsuitable after vetting application within the first 48 hours but if you follow the terms of this agreement no reasons for deletion of account will be required unless in an unknown situation, HFE reserves full rights in all situations. We may terminate our Agreement with you forthwith without giving notice to you. 2. Links on Site We will provide you with customized text links and graphics to enable you to link website to HFE MYPVCBANNER . To permit accurate sales tracking we will give you customized text links to be used in all links between website and HFE MYPVCBANNER . You must ensure that each customized text link between website and HFE MYPVCBANNER uses these customized text links. You will earn commission only with respect to sales that take place in HFE MYPVCBANNER . We will not be liable to you with respect to any failure by you to use the correct customized text links. 3. Products For the avoidance of any doubt all products (banners) purchased via this application which is powered by HFE MYPVCBANNER are purchased from HFE Signs Limited the UK’s leading PVC banner specialists unless expressly stated to the contrary. 4. Order Processing We will process orders placed in HFE MYPVCBANNER . We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of processing orders including processing payments, cancellations and returns and handling customer service. We will track sales made by customers who purchase from HFE MYPVCBANNER and will make available to you reports summarising sales available directly in real time in affiliate area. 5. Referral Fees We will pay you commissions on products sold to third parties through HFE MYPVCBANNER . For a product sale to generate a commission, the customer must follow a customized link from site to HFE MYPVCBANNER and then purchase a product. You may not purchase products through HFE MYPVCBANNER for use, for resale or commercial use of any kind. Such purchases may result, at our sole discretion, in the withholding of referral fees and/or the termination of this Agreement. We agree to pay you at least 2% of the price of any banners or other products sold, excluding VAT, any other tax or duty and excluding any postage and packing. 6. Fee Payment We will pay you all fee referral commissions on a monthly basis. We will pay you by cheque. Payments are made one month in arrears. In other words, payment for June sales will take place at the beginning of August. To make matters simple HFE MYPVCBANNER operates a system of self-billing. This means we prepare your invoice and forward a copy to you with commission payment. A self-billed invoice can only be issued under an agreement with you, the Affiliate, and HFE MYPVCBANNER . By agreeing to these terms you agree to us operating a system of self-billing for the duration of this Agreement. This means: You must not raise own invoices - we will do this for you. 7. Policies and Pricing Customers who buy products through HFE MYPVCBANNER will be customers of HFE MYPVCBANNER and the HFE MYPVCBANNER website. Accordingly, all HFE MYPVCBANNER website rules, policies and operating procedures concerning customer orders, customer service and product sales apply to those customers. We may change our policies and operating procedures at any time without any requirement to notify you. For the avoidance of doubt we shall not be liable to you for any claims made by customers in connection with the content of products (including without limitation pvc banners) that we sell to customers via HFE MYPVCBANNER . Accordingly we suggest that you make it clear in website terms and conditions on website that any products purchased via HFE MYPVCBANNER are purchased from HFE MYPVCBANNER and not from you. The HFE MYPVCBANNER shall also make it clear in its own website terms and conditions, that products are being purchased via HFE MYPVCBANNER from HFE MYPVCBANNER . You must publish a privacy policy on website that is available to all visitors to website. This privacy policy must comply with all applicable laws and regulations regarding the privacy of visitor information, be commercially reasonable, and fully and accurately disclose collection and use of such user information as well as use of cookies and options for discontinuing use of such cookies. You must fully and accurately disclose use of affiliate programmes (including this Programme) and make it clear that as part of such programmes information regarding the users may be disclosed to third parties. 8. Chargebacks, Returns and Cancellations In the event of a chargeback occurring in respect of any products purchased from HFE MYPVCBANNER (eg in the event of fraudulent use of a credit card, product returns, duplicate errors or non bona fide transactions), we shall always bear the risk on the price of the Products sold but you shall, unless we agree otherwise (at our sole discretion), be liable to us for any chargeback fee that we are charged in connection with any such sales that result in a chargeback. In all cases of a chargeback occurring, the relevant referral fee will be deducted from the monthly payment sent to you. In the event that your account with us at any time shows a negative balance then you shall immediately remit to us such amount that is sufficient to bring your account with us to a zero balance. 9. Promotional Methods Acceptable ways to promote our products are through banners, text links, graphics and articles. You represent and warrant to us that you shall not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the Data Protection Act 1998 (or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communications from time to time. You shall use reasonable efforts to prevent any transactions via HFE MYPVCBANNER to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You agree that you shall not (either by self or with others) participate in any illegal deceptive misleading or unethical practice or other practices which may be detrimental to HFE MYPVCBANNER (as a result of being associated with you as part of the Programme) or the public interest or otherwise do anything or allow anything to be done which might adversely affect the good name and reputation of HFE MYPVCBANNER. 10. User Name & Passwords We supply you with a password and username. These passwords and usernames (as amended from time to time) must be kept secret, safe and secure by you. In the event of any unauthorised use of the password or username or otherwise of HFE MYPVCBANNER , then you must notify us as soon as you become aware of the same. 11. Website interruptions Although HFE MYPVCBANNER will make reasonable efforts to keep HFE MYPVCBANNER operational, we cannot however guarantee that HFE MYPVCBANNER will always be operational and in use during the term of this Agreement. From time to time we may experience technical problems or have to perform technical updates, repairs and changes which may result in temporary service interruptions. You agree not to hold HFE MYPVCBANNER liable for the consequences of any such interruptions. In addition, we make no representation that the operation of our website will be error-free or uninterrupted and we shall not be liable to you for the consequences of any such errors or interruptions (however so caused). 12. Intellectual Property Rights You recognize our ownership of all trademarks, trade names and patents associated with these services and the provision to you of HFE MYPVCBANNER. You shall not obtain any rights under this Agreement in any intellectual property rights, including, without limitation, any intellectual property rights with respect to the customized links, graphical artwork or underlying software that we supply you with or with respect to the HFE MYPVCBANNER domain names. You agree not to (i) adopt or use in any manner any trademarks, service marks, tradenames, domain names and/or URLs that are the same or confusingly similar to, or are combined with, those of HFE MYPVCBANNER. You authorize HFE MYPVCBANNER to utilize trademarks, service marks, tradenames, and/or copyrighted material for the limited purposes of setting up HFE MYPVCBANNER and otherwise promoting participation in the Programme. We grant you a limited non-exclusive, non-transferrable and revocable right to use the graphic images and text that comprise HFE MYPVCBANNER, solely for the purpose of identifying site as a participant and to assist the bona fide promotion of the sale of products in HFE MYPVCBANNER (in accordance with the terms of Section 8) . You may not modify the graphic image and text or any of our images in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke these rights at any time by giving you notice in writing or by email. 13. Identifying yourself as an Affiliate You may not in any manner misrepresent or embellish the relationship between HFE MYPVCBANNER and yourself, or express or imply any relationship or affiliation between us and you except as expressly permitted by this agreement. 14. Indemnity You shall indemnify us against any claims, losses, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) awarded against or properly and reasonably incurred or paid to us in relation to any breach by you of the terms of this Agreement. 15. Term of the Agreement & Termination The term of this Agreement will begin immediately on completion of the affiliate application form 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 notice of termination by email or verbal notification. You are only eligible to earn referral fees on sales occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold final payment for a reasonable time to ensure that the correct amount is paid and to cover the risk of any chargebacks. Upon termination of this Agreement, you must immediately cease use of, and remove from website, all links to HFE MYPVCBANNER and all HFE MYPVCBANNER trademarks, trade names and logos. We shall be entitled to immediately terminate this Agreement in the event of any breach by you, where we shall give you notice in writing or by email. Any outstanding sums not paid to you up to this point shall remain property of HFE MYPVCBANNER and you shall forfeit all rights to claim for such amounts. You should be aware that we continually survey affiliates to ensure they are complying with this agreement. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (including without limitation Sections 7, 13, 18 & 19) shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination 16. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and programme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. THIS MAY BE TO COMPLY WITH ECONOMIC OR MATERIAL PRICE AND OUTSIDE INFLUENTIAL CHANGES BUT IN MOST CASES IT IS OUR DESIRE TO PAY OUR AFFILIATES THE MAXIMUM COMMISSION FEES THAT WE POSSIBLE CAN AND INCREASE RATHER THAN DECREASE COMMISSIONS WHEREVER WE CAN. 17. Relationship of Parties You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations, guarantees or warranties on our behalf, including with respect to our products or services. You will not make any statement or representation, whether on your website or otherwise, that reasonably would contradict anything in this Agreement. 18. Warranties We make no warranties, representations or conditions with respect to our Affiliate Programme. If you are an organisation, you represent and warrant to us that the person executing this Agreement is authorised to do so on your behalf. If you are an individual, you represent and warrant to us that you were at least 18 years of age on the date that you accepted this Agreement. Regardless of whether you are an individual or organisation, you represent and warrant that (i) you have, and shall continue to have for the duration of this Agreement as is necessary for the proper performance of obligations under this Agreement, full capacity and authority and all necessary governmental, administrative and regulatory authorisations, licences, permits and consents to enter into and to perform this Agreement and (ii) that all information provided to us in connection with application to become an Affiliate is true and accurate. 19. Limitation of Liability We will not be liable for loss of business, profits, revenue or data, loss of goodwill, increased costs of working or any indirect, special, or consequential damages arising in connection with this Agreement or the Programme, even if we have been advised of the possibility of such damages. Notwithstanding the previous paragraph, nothing in this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees, agents or authorised representatives, or any liability which may not be excluded or limited under the applicable law. 20. Disclaimers To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Programme or any Products sold through the Programme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. 21. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 22. Miscellaneous This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the United Kingdom whom shall have non-exclusive jurisdiction in connection with any disputes that arise between you and us. You may not assign or otherwise dispose of this Agreement, by operation of law or otherwise. We shall be entitled to sub-contract our obligations and responsibilities under this Agreement to any third party without consent. Our failure to enforce your performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Notwithstanding any other provision in this Agreement, nothing in this Agreement is intended to confer on any third party any right to enforce any terms of this Agreement (save for any assignee of ours). |