Flair affiliate reseller terms and conditions

Affiliate Agreement:

This affiliate agreement is between

Flair Training of Suite7, The Generals, Main Road, Boreham, Chelmsford, CM3 3HJ
The affiliate (you)

Meanings

Agreement: the agreement set out in this document including any amendments agreed in writing;

Confidential information: Information (however recorded or preserved) acquired by a party the Agreement which is confidential to the other party because it:
a. concerns its business, affairs, customers, clients, supplies, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or
b. has been developed by the other party under the Agreement.

Converted Lead: Any unique End User who registers and pays for any merchant services resulting directly from promotion of the Merchant Website on the Affiliate Website. For the avoidance of doubt, an End User shall not qualify as a Converted Lead if that End User has previously registered and paid for any Merchant services

End User: Any person (individual, partnership, company or other organisation) who makes use of a web browser to access and view web pages;

Merchant Services: The services which are sold on the Merchant Website as described on the Pricebuilder prices page

Merchant website: www.flairtraining.co.uk

Reporting

The parties will provide each other with the relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in this agreement

Tracking of end users

The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads.

Payments

The Merchant will pay the affiliate a fee equal to £200 for each Converted Lead. The fee is inclusive of any VAT payable by the Merchant to the Affiliate. Approval and acceptance of any Converted Lead shall be at Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.

Limited licence

The Merchant hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:

a. use and reproduce the promotional Content in strict compliance with this Agreement;

and
b. display the Promotional Content on the Affiliate’s website and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant as provided in this Agreement. Any such use or proposed use of the promotional content shall be presented to the merchant for approval not less than 10 business days prior to the intended date of use.

Termination

A party can terminate the Agreement for any reason by giving the other 7 day’s notice.

A party can terminate the Agreement immediately by giving written notice to the other party if that other party:

a. does not pay any sum due to it under the Agreement within 30 days of the due date for payment

b. commits a material breach of the Agreement (which, if capable or remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
c. persistently breaches any term of the Agreement;

d. is dissolved, ceases to conduct substantially all of it business or becomes unable to pay its debts as they fall due;

e. is a company over any of whose assets or property a receiver is appointed;

f. makes any voluntary arrangements with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
g. if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.

Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.

On termination of the Agreement for any reason, the Affiliate must permanently remove all Promotional Content from its website and return it to the Merchant.

Confidentiality

Each party will only use Confidential information to perform it obligations under the Agreement and will not cause or allow the information to be disclosed except;

a. where required by law, court order or any governmental or regulatory body;

b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to the information for that purpose and not to cause or allow disclosure of that information;

c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Limitation of liability

No party will be liable to any other party under the Agreement (except where required by Law for any:

Special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
Loss or corruption of any data, information, database or software;
Loss of profits;
Loss of business;
Depletion of goodwill and/or similar losses;
Loss of anticipated savings.

Changes to the merchant

The Merchant can change any terms of the Merchant including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.

General

No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

Both Parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement and have obtained all necessary permissions and approvals.

Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.

The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third Party has any right to enforce or rely on any provision of this Agreement.

If any course or competent authority find that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be delete, and the validity and enforceability of the other provisions of the Agreement will not be affected.

Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post or left by hand delivery at the other Party’s registered address or place of business, or sent by email to the email address notified by the other Party Notices:

a. sent by post will be deemed to have been received, where posted from and to address in the United Kingdom, on the second business day and, where posted form or to addresses outside the United Kingdom, on the tenth business day following the date of posting;

b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address
c. sent by email will be deemed to have been received on the next business day after sending.

Governing laws and jurisdiction

This Agreement will be governed by and interpreted according to English and Welsh law. All Disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courses.

Document issue point 010125.1 - Ref - FATC0125