Pet Tag Engraving Affiliate Programme

Terms and Conditions

Affiliate Agreement December 2006

 
1            Definitions
 
1.1       In this Agreement the following words and expressions have the following meanings: -
1.1.1 “Affiliate’s Website” any website of the Affiliate which includes a link to one of the Pet Tag Engraving Websites;
1.1.2 “Commencement Date”   the date of acceptance of this Agreement by the Affiliate;
1.1.3 “Customer Account” Pet Tag Engravings record of each individual Customer’s orders;
1.1.4 “Customer” individual or entity, not being the Affiliate itself, who places an order with Pet Tag Engraving for one of the Qualifying Products;
1.1.5 “Pet Tags Conditions”   Pet Tag Engravings terms and conditions of business which together with the order form submitted by the Customer govern the relationship between Pet Tag Engraving and the Customer and can be found on Pet Tag Engravings Website;
1.1.6 “Pet Tag’s Website”        Pet Tags Engravings website accessible via the internet address of either : http://www.pettag.co.uk or http://www.pet-tag.org
1.1.7       “Intellectual Property Rights” any intellectual property rights or other proprietary  rights including but not limited to copyright, design rights, trade marks or names and patents in each case whether registered or unregistered names;
1.1.8   “Link” a hypertext link (chosen from those displayed for this purpose on Pet Tag Engravingss Website) from the Affiliate’s Website to Pet Tag Engraving’s Website;
1.1.9 “Qualifying Services” those services provided by Pet Tag Engraving to the Customer as detailed in the Schedule to this Agreement on which commission is payable to the Affiliate pursuant to this Agreement.
1.1.10 “Referral” a Customer who visits Pet Tag Engraving’s Website for the first time as a direct result of having followed the Link from the Affiliate’s Website.
1.2       The headings in these Conditions are inserted only for convenience and shall not affect their construction.
1.3                 Where appropriate, words denoting a singular number only shall include the plural and vice versa and words referring to an individual shall include a firm or company as appropriate and vice versa.
1.4               This agreement replaces and supersedes all previous Agent Agreements that have been issued by Pet Tag Engraving.
 
2            Licence
 
2.1            Following acceptance of the terms of this Agreement by the Affiliate Pet Tag Engraving will grant to the Affiliate for the duration of this Agreement a revocable, non-exclusive, worldwide, royalty-free licence to display a Link to either of Pet Tag Engraving’s Website for the sole purpose of enabling referrals to Pet Tag Engraving’s Website from the Affiliate’s Website.
 
2.2       Save for the licence granted under this clause 2 the Affiliate will not obtain any Intellectual Property Rights under this Agreement.
 
3            Commission
 
3.1       The Affiliate will be paid commission (“Commission”), subject to clause 6.2 below, on each Qualifying Product purchased by a Customer as a result of a Referral. Commission will not be payable
 
3.1.1     in respect of any Qualifying Services purchased for the Affiliate itself or an associate of the Affiliate.
 
3.2       The amount of Commission payable per Qualifying Product is as detailed on Pet Tag Engraving’s Website at the date of acceptance of the terms of this Agreement and is also set out in the Schedule to this Agreement.
 
3.3       The Affiliate acknowledges that Pet Tag Engraving’s records shall be the sole determining factor in calculating whether Commission is payable, the amount of Commission due and the amount due in respect of any charge-backs and that Pet Tag Engraving’s calculations are final and binding upon it.
 
 
4.            Payment
 
4.1               Affiliates that are not registered for VAT in the United Kingdom will be paid commission net of VAT.

4.2               Affiliates that are registered for VAT in the United Kingdom, will be paid commission gross of VAT, subject to the terms of the VAT self-billing agreement set out in Appendix 1, which forms an integral part of this agreement for those Affiliates. 

4.3        Payment will be by direct bank transfer to the Affiliate’s bank account according to the following schedule.  The Minimum Balance is £100 or such other amount as may from time to time be set by Easily;
           

 
4.2            Commission will only accrue on orders which the Customer has paid for and in the event of a credit card transaction subsequently being subject to a charge-back by the credit card company then any Commission paid to the Affiliate will become immediately repayable to Pet Tag Engraving. Pet Tag Engraving reserves the right in such circumstances to offset the amount due from the Affiliate against any Commission due to the Affiliate and/or to request immediate payment from the Affiliate.
 
5            Obligations of the Affiliate
 
5.1       The Affiliate warrants, represents and undertakes
 
5.1.1   that it is duly authorised to enter into this Agreement;
 
5.1.2   that it shall not mislead any visitors to its site or by any means whatsoever cause any Referral to be made in bad faith;
 
5.1.3   that it shall not without the express written permission of Pet Tag Engraving establish or cause to be established any promotion offering rewards, points or compensation to visitors to the Affiliate’s Website who follow the Link to Pet Tag Engraving’s Website;
 
5.1.4   that it shall not do anything to harm Pet Tag Engraving;
 
5.1.5   not to incur any liability on the part of Pet Tag Engraving;
 
5.1.6   not to make any representation or warranty on behalf of or pledge the credit of or otherwise bind Pet Tag Engraving; and
 
5.1.7   that there is now and will be for the duration of this Agreement no material on the Affiliate’s Website which is misleading, offensive, abusive, indecent, defamatory, obscene, menacing, in breach of confidence or which breaches the Intellectual Property Rights of any third party and that it will not transmit any such material from the Affiliate’s Website nor will it link to any such material from the Affiliate’s Website.
 
5.2       The Affiliate acknowledges that it is solely responsible for the development, operation and maintenance of the Affiliate’s Website and for the content of the Affiliate’s Website
 
5.3       In order to enable Pet Tag Engraving to track Orders placed by Customers accurately the Affiliate warrants that it will ensure that Links are properly formatted and acknowledges that Pet Tag Engraving will not be liable to pay Commission on any Orders not tracked as a result of the Affiliates failure to set up such Links correctly.
 
6            Obligations of Easily
 
Pet Tag Engraving warrants to the Affiliate that
 
6.1       it will be responsible for all aspects of processing orders submitted by Customers. The Affiliate acknowledges that all orders will be governed by Pet Tag Engraving’s Conditions and that Pet Tag Engraving has the absolute right to reject any orders or Referrals which in the opinion of Pet Tag Engraving breach Pet Tag Engraving’s Conditions or do not comply with any requirements it may lay down from time to time.
 
6.2       it will use reasonable endeavours to accurately track Referrals and subsequent orders of Qualifying Services submitted by Customers but the Affiliate acknowledges that there may sometimes be circumstances beyond Pet Tag Engraving’s control which prevent this.
 
6.3       it will provide the Affiliate with the facility to view detailed information regarding the amount of Commission due to the Affiliate.
 
7            Indemnity
 
The Affiliate shall indemnify Pet Tag Engraving and keep Pet Tag Engraving fully indemnified from and against all liability, claims, costs, losses,  loss of profits, expenses,  business interruption, and other pecuniary or consequential loss (including reasonable legal costs and expenses) suffered or incurred by Easily as a result of any breach of the terms of this Agreement by the Affiliate or the Affiliate’s employees, Affiliates or subcontractors.
 
8            Limitation of Liability
 
8.1       Except as set out expressly in these conditions, Pet Tag Engraving excludes all conditions, terms, warranties and representations (other than fraudulent representations) whether imposed by statute or operation of law or otherwise including but not limited to implied warranties or conditions of accuracy, completeness, satisfactory quality and fitness for a particular purpose.
 
8.2       Whilst Pet Tag Engraving makes no attempt to limit its liability for death or personal injury arising from its negligence, in no circumstances shall Pet Tag Engraving be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof for any increased costs or expenses, loss of profit, business, contracts, revenues, or anticipated savings or any special indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the performance by Pet Tag Engraving of its obligations under this Agreement.
 
8.3            Notwithstanding anything contained in this Agreement Pet Tag Engraving’s liability to the Affiliate in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the Commission paid by Pet Tag Engraving to the Affiliate.
 
8.4       The Affiliate expressly acknowledges that the provisions of this clause 8 satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that it shall be estopped from claiming to the contrary at any future date in the event of any dispute with Pet Tag Engraving concerning Pet Tag Engraving’s liability hereunder.
 
9.            Term and Termination
 
9.1       This Agreement shall last for an initial period of 12 months, subject to the conditions in clauses 9.2, 9.3, 9.4, 9.5, 9.6, 9.6.1 and 9.6.2.

9.2        Pet Tag Engraving may at any time, and without being required to provide a reason, block Referrals and/or require the Affiliate to forthwith destroy any and all of Pet Tag Engraving’s intellectual or proprietary information and/or materials in its possession and remove all Links to Pet Tag Engraving’s Website from the Affiliate’s Website. Such action will not in itself terminate this Agreement and Pet Tag Engraving may in its sole discretion subsequently allow further Referrals and the restoration of Links to Pet Tag Engraving’s Website from the Affiliate’s Website.
 
9.3       the Affiliate may at any time, and without being required to provide a reason remove any or all Links to Pet Tag Engraving’s Website from the Affiliate’s Website. Such action will not in itself terminate this Agreement and the Affiliate may in its sole discretion subsequently restore Links to Pet Tag Engraving’s Website from the Affiliate’s Website.
 
9.4       Either party may terminate this Agreement by giving one months’ written notice to the other.
 
9.5       Pet Tag Engraving may immediately terminate this Agreement if Pet Tag Engraving in its sole discretion believes that the Affiliate’s Website or any material on the Affiliate’s Website in any way breaches the terms of this Agreement or otherwise harms Pet Tag Engraving in any way.   
 
9.6        Without prejudice to any of its other rights, either party shall have the right to immediately terminate the Agreement if:-
 
9.6.1   the other commits any material or repeated breach of the Agreement and/or, fails to remedy any  breach which is capable of being remedied within fourteen days of receipt of a notice requiring it to remedy such breach;
 
9.6.2   the other is unable to pay its debts or (being a company) enters into compulsory or voluntary liquidation (other than for the purpose of affecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of a relevant party under the Contract) or (being an individual) has a bankruptcy petition filed against it or compounds with or convenes a meeting of its creditors or has a Receiver or Manager or an Administrator appointed over its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party terminating means the other may be unable to pay its debts.
 
10.            Consequences of Termination
 
10.1    On termination of this Agreement howsoever arising:
 
10.1.1 Pet Tag Engraving may require the Affiliate to forthwith destroy any and all of Pet Tag Engraving’s intellectual or proprietary information and/or materials in its possession and remove all Links to Pet Tag Engraving’s Website from the Affiliate’s Website.
 
10.1.2 Pet Tag Engraving may in its sole discretion reject any Referrals received after the date of Termination;
 
10.1.3 within 28 days of termination Pet Tag Engraving shall provide the Affiliate with a statement showing all Commission due to the Affiliate up until and including the date of termination and shall forthwith pay that amount to the Affiliate.
 
10.2    Where this Agreement is determined by notice otherwise than pursuant to clause 9.4 and without any breach of its terms by the Affiliate then Pet Tag Engraving will continue to pay to the Affiliate any Commission which would normally be payable to the Affiliate under clause 3 above.
 
11.       Force Majeure
 
Neither party shall be in breach of its obligations under this Agreement if there is any total or partial failure of performance by it of its duties and obligations under the Contract occasioned by any act of God, fire, act of Government or State, war, civil commotion, insurrection, embargo, labour disputes of whatever nature and any other reason beyond the control of either party.  If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons, that party shall give written notice to the other of the inability which sets out full details of the reason in question.  The operation of the Agreement shall be suspended during the period in which the reason continues.  Forthwith upon the reason ceasing to exist, the party relying upon it shall give written advice to the other of this fact.  If the reason continues for a period which substantially affects the commercial intention of the Agreement, the party not claiming relief under this clause 11 shall have the right to terminate the Agreement upon giving 7 days’ written notice of such termination to the other party.  
 
12            Amendment
 
12.1    Pet Tag Engraving may amend the terms and conditions of this Agreement including the rates of Commission at any time PROVIDING notice of such amendment has been posted on Pet Tag Engraving’s Website for 28 days prior to it taking effect. Unless Pet Tag Engraving receives notice of termination prior to the amendment taking effect the Affiliate will be deemed to have agreed to and accepted such amendments.
 
12.2    No modification of this Agreement by the Affiliate shall be effective unless agreed in writing by a duly authorised representative of Pet Tag Engraving.
 
13            Assignment
 
This Agreement is personal to the Affiliate and the Affiliate’s rights may not be assigned, sub-licensed or transferred in any way without the express written consent of Pet Tag Engraving.
 
14            Severability
 
Each provision of this Agreement excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination of the Agreement howsoever occasioned.
 
15        No Waiver
 
No waiver by Pet Tag Engraving shall be construed as a waiver of any preceding or succeeding breach of any provision.
 
16        No Partnership
 
Nothing in this Agreement creates a partnership.
 
17            Notices
Any notice or other documents given under this Agreement shall be given in writing and in English and shall be deemed to have been duly given on the date of dispatch if  hand delivered or sent by first class post,  express,  airmail,  other fast postal service,  registered post or telex, facsimile or other electronic media to  the last known address of the party to whom the notice is addressed. To prove the giving of notice or other document it shall be sufficient to show that it was dispatched.
 
18        Entire Agreement
 
18.1    This Agreement plus any other terms specifically agreed in writing by Pet Tag Engraving supersede any prior agreement between the parties and/or any terms stipulated by the Affiliate in any negotiations or any course of dealing between Pet Tag Engraving and the Affiliate.
 
18.2    The Affiliate acknowledges that there are no representations outside those contained in this Agreement which has induced it to enter into the Agreement and that the Agreement constitutes the entire understanding between the parties.  All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
 
19            Governing Law
 
The validity, construction and performance of this Agreement shall be governed by English law, and the parties hereby submit to the jurisdiction of the English Courts.

Schedule A – Qualifying Products

The products listed in the following table are those on which commission will be payable.  No commission will be payable on any other products not listed here.

Appendix 1 – VAT self-billing agreement

This is an agreement to a self-billing procedure between the Affiliate (the self-biller) and Pet Tag Engraving Limited, VAT number: XXXXXXXXXXXX (the self-billee).

The self-biller (the Affiliate) agrees:

1.       To issue self-billed invoices for all supplies made to them by the self-billee (Pet Tag Engraving Limited) for the term of this agreement.

2.       To complete self-billed invoices showing the supplier’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice.

3.       To make a new self-billing agreement in the event that their VAT registration number changes.

4.       To inform Pet Tag Engraving Limited if the issue of self-billed invoices will be outsourced to a third party.

The self-billee agrees:

1.       To accept invoices raised by the self-biller on their behalf for the term of this agreement.

2.       Not to raise sales invoices for the transactions covered by this agreement.

3.       To notify the Affiliate immediately if they:

-          change their VAT registration number;

-          cease to be VAT registered; or

-          sell their business, or part of their business.