The following Terms and Conditions form a legally binding agreement between the affiliate of the Urbanstax Affiliate Program (that’s the “Affiliate”) and Urbanstax (that is “Merchant”, “us” or “we”) in relation to the Urbanstax Affiliate Program.
In the Terms, the following words are defined.
Promotional Content– the Urbanstax trade name, the Urbanstax website, trade or service marks, trade names, logos, domain names, descriptions of Urbanstax products, associated key words, and links, or other copy or content of any type that is provided by us to the Affiliate for the purposes of these Terms and Conditions.
1.1 These Terms and Conditions apply to your application to, or participation in the Affiliate Program.
1.2 You may not apply to, or participate in, the Affiliate Program if you are not of legal age to form a binding contract with us, or are otherwise precluded from participating in the Affiliate Program under the laws of the country in which you are resident.
1.3 These Terms and Conditions shall be deemed accepted by you upon submission of an application to participate in the Affiliate Program.
1.4 We may make changes to the Terms and Conditions from time to time. When we do, we will make a new copy of the Terms and Conditions available by email as well as on our website.
2.1 The Affiliate is authorised on a non-exclusive basis to promote the Merchant products to its website visitors using the Promotional Content.
2.2 We agree to provide the Affiliate with the Promotion Content solely for the purposes of promoting the Merchant products. Use of the Merchant’s Promotional Content is subject to the restrictions of these Terms and Conditions and we can object to any use of Promotional Content if we deem the use to be inappropriate or inaccurate or any other reason in our absolute discretion.
2.3 Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
2.4 We are not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify us against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.
3.1 The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities.
4.1 The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads. The Affiliate will utilise the entire code for the banners, links and other promotional tools (including the tracking codes therein) and not in any way alter or remove any part of the code;
4.2 In performance of its obligations under these Terms and Conditions, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about products must be accompanied by a prominent statement that the affiliate is being paid to promote the products.
4.3 The Affiliate undertakes and covenants that at all times he will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.
4.4 The Affiliate warrants that its site does not:
a. promote sexually explicit materials;
b. promote violence;
c. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
d. promote illegal activities or
e. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or violate the law.
5.1 The Merchant will pay the Affiliate 5% for each Converted Lead. The fee is inclusive of any VAT payable by the Merchant to the Affiliate. Approval and acceptance of Converted Lead shall be at the Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.
5.2 All payments will be paid monthly at a time best suited to the Merchant’s accounts department.
5.3 No commission is payable in respect of:
a. transactions made using invalid promotion/voucher codes;
b. the cost of shipping, delivery or handling of goods;
c. cancelled and returned orders;
d. fraudulent transactions;
e. any other exclusion notified to the Affiliate from time to time.
6.1 The Merchant hereby grants the Affiliate, for the term of their participation in the Affiliate Program, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
a. use and reproduce the Promotional Content in strict compliance to the Terms and Conditions 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 products as provided in these Terms and Conditions.
6.2 The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by the Merchant on the products or associated documentation or literature, without the Merchant’s prior written consent. Except as specifically provided in these Terms and Conditions, nothing in these Terms and Conditions gives the Affiliate any right, title or interest in any of the Promotional Content, products, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the Promotional Content, products, any underlying intellectual property, and any related goodwill are the sole and exclusive property of the Merchant. The Affiliate must not, during the term of their participation in the Affiliate Program and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
6.3 The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license terminates automatically when their participation in the Affiliate program terminates.
7.1 A party can terminate the Agreement for any reason by giving the other 7 days’ notice. The Affiliate can terminate their participation in the Affiliate Program via the Affiliate Dashboard.
7.2 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 of payment.
b. commits a material breach of the Terms and Conditions (which, if capable of 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 anything in the Terms and Conditions;
d. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as the fall due;
e. is a company over any of whose assets or property a receiver is appointed;
f. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
g. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
7.3 Termination does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Terms and Conditions, neither party has any further obligation to the other under the Terms and Conditions after its termination.
7.4 On termination for any reason, the Affiliate will cease all uses of any trade names, trademarks, service marks, logos and other designations of the Merchant. The Affiliate shall also immediately, remove all our banners from their site and disable any links to the Merchant’s website from their site.
8.1 Each party will only use Confidential Information to perform its obligations under the Terms and Conditions and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any government 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 Terms and Conditions and agree only to use 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 Terms and Conditions 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 Terms and Conditions; or
e. where the information was developed by or for it independently of the Terms and Conditions and is received by persons who are not the disclosing party.
9.1 The Terms and Conditions constitute the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
9.2 The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under these Terms and Conditions.
9.3 No party will be liable to any other party under these Terms and Conditions (except where required by law) for any:
a. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
b. loss of corruption of any data, information, database or software;
c. loss of profits;
d. loss of business;
e. depletion of goodwill and/or similar losses;
f. loss of anticipated savings.
10.1 The Merchant can change any terms of the Merchant products including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.
11. 1 The Merchant will provide technical support to the Affiliate in relation to setting up and running this Affiliate Program.
12. 1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation (EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove, or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass any Converted Lead data to any third party.
13.1 No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the participation of the Affiliate Program without the prior written consent (not to be unreasonably withheld) of the other Party.
13.2 The Affiliate is an independent contractor, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.
13.4 The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms and Conditions and no third Party has any right to enforce or rely on any provision of these Terms and Conditions.
13.5 If any court or competent authority finds that any provision (or part) of these Terms and Conditions is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms and Conditions will not be affected.
13.6 Any notice (other than in legal proceedings) to be delivered under these Terms and Conditions must be sent by email to the email address notified by the other Party. Notices sent by email will be deemed to have been received on the next business day after sending.
14.1 This Terms and Conditions will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under these Terms and Conditions (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.