THIS AGREEMENT (“Agreement”) is made between:
(1) CarpetCleaning.Website LTD a company registered in England and Wales under number 11418469 whose registered office is at 42 Chattern Rd, Ashford, TW15 1AF, (hereinafter known as the “Company”) and
IT IS AGREED as follows:
The following definitions apply in this Agreement.
1.1. The term “Client” shall mean a person that meets each of the following requirements: (a) the person is introduced by Affiliate to the Company through the usage of a by the Company provided affiliate ad, (b) The person must have used the by the Company supplied and to the Affiliate published unique referral code in its sign up communication with the Company (c) the person confirms (during such communication) their desire to contract with the Company.
1.2. The term “Non-Qualified Traffic” means traffic from the Affiliate and/or Clients and/or revenues generated by any Client which the Company has reason the believe in its sole and absolute discretion to: (i) have been obtained by illegitimate means (including without limitation to those relating to e-mail marketing and “spamming”); (ii) be false and/or non-compliant with the affiliate program; (iii) have been obtained by misleading conducts and/or through collusion and/or manipulation of the Company’s services, system, and/or promotions, in each case, regardless of whether or not it actually causes harm to the Company.
2. Effective Date and Term
This agreement shall begin upon the date of its execution by the Company and acceptance online by Affiliate and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 12 of this Agreement. the Company and Affiliate acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable laws in England and Wales.
3. Grant of Rights.
3.1. Subject to the terms and conditions of this Agreement, the Parties hereby grant the other the right to advertise, market and promote the other parties offered services.
3.2. The Parties agree that this Agreement does not create an exclusive agreement between the Company and Affiliate and that both will have the right to recommend similar products and services of third parties and to work with other parties in connection with the use of similar services and products of third parties.
3.3. Except as permitted in this Agreement, the parties shall not and are not authorized to a) use each other’s trademark, name or any of our other intellectual property or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing without express prior written permission; b) use each other’s ip in a domain or website name, in any bids for keywords or google adwords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, google adwords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise; c)cause or create or act in any way that causes or creates or could cause or create any “initial interest confusion” over the use of ip on the internet or in any search engine advertising. d)use ip in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of trademarks, copyrights or other intellectual property rights, and may subject to claims for damages and the obligation to pay legal fees and costs in connection with any action or proceeding in which we seek to enforce rights under this agreement or with regard to any of our intellectual property rights.
4.1. In consideration of the commissions payable by the Parties under Clause 7 below, the Parties agree to serve as a point of referral and facilitator for the purposes of introducing prospective Clients to the other party and to provide to the other party with the following Services: (i) Provide a link from its own website to the Website. (ii) Approach the prospective Clients and/or otherwise advertise the Website or through off-line Traffic Sources. (iii) Provide true, fair and accurate information to prospective Clients in relation to Services offered by the other party. Provide a true, fair and accurate description of the business such as to enable a correct and balanced understanding by the prospective Clients of the services offered. (iv) Comply with any business-related instructions or directions given to the other by the other in carrying out the Services provided for herein. (v) The parties shall not approach any potential Clients or distribute any advertising or marketing materials whatsoever about the other in any Banned Jurisdictions, or outside the scope permitted by this Agreement.
4.2. The Parties shall not allow their interests to conflict with its duties under this Agreement and the Affiliate shall comply with all reasonable and lawful instructions of the Company.
4.3. Where the Company, in its absolute discretion, considers that the Affiliate does not satisfy the requirements of the Company as set out in this Agreement or that the Affiliate is otherwise not fit to provide Services to the Company, the Company, in its absolute discretion may terminate this Agreement with immediate effect by giving to the Affiliate a written notice, without prejudice to any of the rights of the Company under this Agreement.
4.4. The Parties shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the other Party in any way and shall not do any act or otherwise conduct itself in such manner which might reasonably create the impression that the Party is so authorised. The Parties shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the other Party. Breach of the provisions of this Clause 4.4 shall allow the Company to immediately terminate this Agreement by giving a written notice to the Affiliate.
4.5. The Parties shall use only such marketing or advertising materials relating to the other Party or the Services, as is provided to the Party by the other Party. The Parties shall not produce any such material, or use the other Party’s name, logo or trademarks, without the prior written consent and approval of the other Party. In cases where the logo of a Party is used in accordance with the foregoing, it must be clearly indicated that the website of the Party is a tool for the direction of prospective Clients for registration as Clients of the other Party.
4.6. The Parties shall have the right to reject, in its sole and absolute discretion, any of the Traffic Sources used by the other Party. The Party shall, immediately upon receipt from the other Party of a notification to that effect, cease using the Traffic Sources so identified by the other Party for the purposes of providing services under this Agreement.
4.7. The Parties shall not represent to any prospective Clients or otherwise create an impression that such Clients are guaranteed any profits;
4.8. The Parties agree that the Services provided hereunder, are provided at their own cost and risk.
5. Relationship with Clients
5.1. The Parties shall not represent themselves as the other Party and should specify on its website of the nature of the relationship.
5.2. Affiliate will not attempt to bind the Company in any manner and not to use any trademarks or signs without prior written consent of the Company.
5.3. Affiliate shall ensure that there is no conflict of interest between Affiliate and any Client in connection with the subject of this Agreement.
6. Compliance with Laws and Policies
6.1. Each Party shall, at its own expense, comply with the Applicable Laws and Regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
6.2. The Affiliate hereby represents that it shall at all times comply with the Applicable Laws and Regulations of the Company in providing such Services.
6.3. The Affiliate shall comply with the Marketing and Communication Guidelines which the Affiliate confirms it has received a copy of.
6.4. The Affiliate understands, accepts and agrees that it will at all times ensure that none of its actions cause any actual or potential breach of the Applicable Laws and Regulations by the Company and undertakes to cooperate with the Company in any requests aimed at achieving or enhancing Company’s compliance with the Applicable Laws and Regulations.
6.5. The Affiliate shall ensure that all communications in which it engages in the course of providing Services to the Company in accordance with the provision of this Agreement, are fair, clear, not misleading and not aggressive and that nothing in its communication or interaction with any Client, will be untrue, unfair, misleading or aggressive. The Affiliate agrees and accepts that this will be the subject of assessment at regular intervals by the Company, as deemed appropriate by the Company at its sole discretion. The Affiliate undertakes to cooperate fully with the Company at all times and to provide all such documentation, records of communication as well as other information and clarifications that may be required by the Company in order to enable the Company to undertake such assessments.
7. Commission, Incentive and Payment
7.1. Subject to the provisions of this Clause 7 and subject at all times to the Affiliate being in full compliance with its obligations under this Agreement, the Affiliate shall be entitled to Commission if a prospective Client referred by the Affiliate registers with and uses the services of the Company. The Affiliate acknowledges, understands, agrees and accepts that the Company retains at all times the sole right and subject to applicable Laws and Regulations, as to whether to accept a prospective Client as a Client.
7.2. The amount of commission and or other payments (collectively the “Commission”) payable shall be as follows: For every Client the Affiliate has found and when in accordance to the provisions of this Agreement, the Company will pay a 10% commission of the net amount generated by the said Client and as specified on the Company invoice to the Client with the exclusion of any recurring settlements.
7.3. Subject to sub-clause 7.2, the Company agrees to forward the relevant clients invoice confirming the amount generated to the Affiliate before or along with the relevant pay-out.
7.4. Notwithstanding anything to the contrary in this Agreement no Commission will be payable to the Affiliate prior to the registration and compliance with the other conditions referred to herein. Once the requirements set out have been achieved, Commission will be payable monthly via PayPal and after the minimum pay out of £50 has been achieved.
7.5. The Company shall have a right to suspend and/or withhold any accrued but unpaid Commissions in the event of breach by the Affiliate of any provision of this Agreement or of any applicable law or if the Company has a reason to believe that there is a Non-Qualified Traffic in the Affiliate account.
7.6. In the event that the Company determines the activity constitutes Non-Qualified Traffic, the Company shall recalculate or withhold the Commissions accordingly and in its sole discretion. It is hereby further clarified that in any event that the Company determines that the suspected transactions are in fact Non-Qualified Traffic, the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the link assigned to such Affiliate inoperative, to change the Affiliate’s compensation plan (including retroactively) and immediately block Affiliate’s access to the Company’s affiliate program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its affiliates, its directors, officers, shareholders, employees in respect of such action taken by the Company.
7.7. The Company reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate the Company and/or abuse the Company’s affiliate program. Without limitation of the foregoing, the Company reserves the right to withhold, setoff and/or deduct from any payment due to Affiliate hereunder in the event of such manipulation and/or abuse and may also terminate this Agreement with immediate effect.
7.8. Commission shall be payable to the Affiliate in GBP only.
7.9. The Affiliate shall bear its own costs in providing Services hereunder and shall be solely responsible for the payment of all its personnel, marketing, communication, administration and other overhead expenses, taxes and/or charges and/or fees and duties arising from the provision of Services pursuant to this Agreement (including on domain and other internet related payment).
8. Representations and Warranties
8.1. The Affiliate hereby represents and warrants to the Company the following:(i) it has the capacity to enter into this Agreement and to perform the Services provided for hereunder,(ii) it shall not be in breach of the Applicable Laws and Regulations in providing the Services,(iii) it is not bankrupt or subject to any administrative, insolvency order, tax or other proceedings.
8.2. The Affiliate acknowledges that Clients referred to the Company become Clients of the Ava Group and are not clients of the Affiliate and further, that it shall refrain at all times from any action which could be construed by prospective or actual Clients to indicate that there is a contractual or other legal relationship between the Clients and the Affiliate. The Affiliate undertakes to inform prospective Clients that their legal relationship is solely with the Company and that all communications shall be solely with the Company.
9. Intellectual Property
9.1. The Affiliate acknowledges and agrees that Intellectual Property Rights belonging to the Company, shall remain the proprietary property of the Company and that nothing in this Agreement or in any disclosures made during the course of this Agreement or emanating therefrom shall be construed as granting to the Affiliate any right, entitlement, licence, patent, copyright, design licence or any other Intellectual Property Rights which may now or hereafter exist.
9.2. Nothing in this Agreement shall be deemed to be a waiver, transfer or entitlement to any such Intellectual Property Rights by the Company.
9.3. Subject to the provisions of this Clause 9 (Intellectual Property), the Affiliate may the Company logo and brand names with the prior written permission of the Company in accordance with Clause.
10.1. The Affiliate undertakes that it shall not at any time during this Agreement, and for a period of five(5) years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, marketing strategy, affairs and Clients of the Company, except as permitted by sub-clause 10.2 below.
10.2. The Affiliate may disclose the Company’s Confidential Information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Affiliate’s obligations under this Agreement. The Affiliate shall procure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this Clause 10 and are bound by relevant confidentiality and professional undertakings to the Affiliate; and (ii) as may be required by law, a court of competent jurisdiction or any governmental authority.
10.3. No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
10.4. All documents and other records (whether verbal, in writing, electronic or otherwise, stored in whatever mode or medium) containing Confidential Information supplied to or acquired by the Affiliate from the Company shall be returned promptly to the Company on termination of this Agreement, and no copies shall be kept. Where Confidential Information has been kept in physical, electronic or other mode of storage, the Affiliate shall return one copy to the Company and confirm to the Company that it has deleted all other copies, other than one single copy it may deem necessary to maintain so as to defend itself in any action in front of any court of competent jurisdiction or any governmental authority.
11. No Partnership or Agency
The relationship between the Company and the Affiliate shall be that of independent parties. Nothing in this Agreement is intended to, or shall be deemed to, establish an employee-employer relationship, any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
12.1. Without affecting any other right or remedy available to it, and subject to the provisions of Clause 2, either Party may terminate this Agreement for any reason, at any time, after providing to the other Party five (5) Business Days’ written notice.
12.2. Without prejudice to the provisions of the above, the Company may terminate this Agreement with immediate effect by giving written notice to the Affiliate if: (i) the Affiliate commits a material breach of this Agreement, (ii) the Affiliate produces or uses any advertising on marketing in breach of this Agreement;
12.3. Any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
13. Consequences of Termination
13.1. The Parties agree that the following clauses are material clauses that survive termination of this Agreement: Clause 1 (Interpretation), Clause 9 (Intellectual Property), Clause 10 (Confidentiality), Clause 11 (No Partnership or Agency), Clause 14 (Data Protection), Clause 17 (Indemnity and Remedial Action) and Clause 19 (Governing Law).
13.2. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. Data Protection
14.1. The Affiliate shall ensure that (i) it has obtained all necessary rights from third parties and any notification or consent requirements which may be required from any person in relation to or for the purposes of processing data for the purposes of providing Services in accordance with its obligations under this Agreement; (ii) it has complied with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.
14.2. The Affiliate agrees and accepts that nothing in this Agreement creates an obligation for the Company to share any information it gathers or acquires at any stage about any Client, with the Affiliate.
15. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Indemnity and Remedial Action
17.1. The Affiliate will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Affiliate in connection with its relationship with the Company or any Client referred by the Affiliate to the Company or any failure by the Affiliate to perform any of the Affiliate’s obligations under this Agreement but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement.
17.2. Without prejudice to the generality of the above, the Affiliate agrees to indemnify and hold harmless the Company for any Losses suffered as a result of Adverse Action.
17.3. Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Affiliate undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Affiliate will not be required to make any statement which is misleading or untrue.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 18 shall not affect the validity and enforceability of the rest of this Agreement.
19. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject be matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
This document was last updated on January 10, 2021