The Emepelle – emepelle.co.uk, On-Line Partnership Programme Operating Agreement
It is great when likeminded people and teams work together, that is what the Emepelle– emepelle.co.uk, On-Line Partnership Programme is all about.
You will be a skin professional, a professional skin clinic or an influencer with an interest in skin and wellbeing with an engaged following and audience. Emepelle.co.uk (“Website”) is the home to the fantastic Emepelle range (“Brand”) and is a place where consumers can be informed and purchase products from the range. The goal of the programme is to work together so you can:
- Provide your Audience with added-value information relating to [the brand]
- Encourage your Audience to visit [website domain]
- Derive a fee from purchases made as a result of such visits.
This On-line Partnership Programme Operating Agreement (“Agreement”) contains the terms and conditions that govern your participation in the On-line Partnership Programme with the Emepelle– emepelle.co.uk (the “Programme”).
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
“On-line Partner” means a skin professional, a professional skin clinic or an influencer working as an individual or a business entity with an Audience that can generate traffic to the Website.
“Partner Link” means the links and any codes provided by the Company to the On-line Partner from time to time and that the On-line Partner uses and promotes so that traffic they direct to the Website can be tracked as a Session that can be attributed to the On-line Partner.
“On-line Partner Fee” means the sum of the Qualifying Purchase Fees in any given calendar month. The On-line Partner Fee can also include other fees relating to special offers or services as agreed between the On-line Partner and the Company from time to time.
“Audience” means the On-line Partner’s engaged followers’ and / or visitors to their social media accounts and their owned websites / blogs.
“Branding” means the Brand and the Website
“Cloud Services” means the software as a service and the related services which are provided on the goaffpro.com affiliate management platform that the Company uses to manage and to operate this Agreement. Access to the Cloud Services by the On-line Partner will be by an On-line Partner specific log-in. Goaffpro.com are the property of Oxybit Enterprises Pvt Ltd a company duly established under the India companies act.
“Cloud Services Information” includes but is not limited to the information, materials, content, and management services provided from time to time via the Cloud Services or other means and that can include but are not limited to; the list of Products, the Percentages that apply to any given Product, On-line Partner Codes or Links, Product images, Product videos, Product banners, suggested Product copy, the On-line Partner Fees, Qualifying Purchases.
“Collaboration” means our work together under this Agreement and any work under any other agreement related to Heliocare– heliocare.co.uk that predates this Agreement.
“Company” or “Us” or “Our” means Ferndale Pharmaceuticals Ltd, also trading as AesthetiCare, with registered address Unit 740 Thorp Arch Estate, Wetherby, LS23 7FX, West Yorkshire, UK and company no: 04720051. The owner and operator of the Heliocare– heliocare.co.uk.
“Percentage(s)” means the percentage stated, from time to time in the Cloud Services Information, that is used for the calculation of the Qualifying Purchase Fee for any given Product or Products
“Product or Products” means a product or products listed and sold from time to time on the Website and which are also included, from time to time, in the Cloud Services Information available to the On-line Partner.
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions on Search Engines that relates to the Branding. “Proprietary Term” means keywords, search terms, or other identifiers that include the words or any other trademark relating to the Branding, or variations or misspellings of any of those words. “Redirecting Link” means a link that sends users indirectly to the Website via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
“Purchase” means when a customer places a Product or Products into the Website shopping cart and completes the order for the Product or Products.
“Qualifying Purchase(s)” means when, as a result of a Session, a customer makes a Purchase.
“Qualifying Purchase Fee” means the fee due to the On-line Partner as a result of a Qualifying Purchase. It is calculated by multiplying the purchase value excluding VAT, of each Product in any Qualifying Purchase by the Percentage attributable to that Product. The amounts for each Product are added together and any additional delivery charges or refund credits are subtracted to calculate the total Qualifying Purchase Fee for each Qualifying Purchase.
“Session” means the time from when a customer visit’s the Website through or using your Partner Link(s) (“First Visit”) and ends upon the first to occur of the following: the customer completes a Qualifying Purchase for a Product or Products or the time period from the time of the First Visit exceeds 90 days.
“Sites” means your social media accounts, websites and blogs owned and operated by You or on Your behalf.
“You”, “Your” or “Partner” means you as an On-line Partner working with the Company under the terms of this Agreement
2. Description of the Processes and Payments
The Partner will feature and create awareness, on a non-exclusive basis, the Product(s) to their Audience. The Partner will utilise the assets provided from time to time in the Cloud Services to achieve this. The Partner will encourage their Audience to visit the Website and or specific pages of the Website to initiate a Session. The Partner should not undertake Prohibited Paid Search Placement or use Redirecting links as part of their activity
- The Company provides to the partner for the term of this agreement a limited, revocable, non-exclusive, non-transferable, royalty-free license to use this information and content.
The Company will calculate the On-line Partner Fee due to a Partner in any given month and will pay the On-line Partner Fee within 15 working days of the end of each month. Information relating to the On-line Partner Fee will be available to the On-line Partner in the Cloud Services Information. The Company will pay the On-line Partner Fee against a self-billing invoice issued and processed internally by the Company on behalf of the Partner for the fees due. If the Partner has advised that they are VAT registered, the self-billing invoice will be a VAT invoice.
- The Partner agrees to the Company processing self-billing invoices on behalf of the Partner for the On-line Partner Fees due. The Partner agrees that they will advise the Company if their VAT status changes so that invoices and payments are not processed incorrectly.
- If the On-line Partner is not a UK resident and cannot be paid by a self-billing invoice they will contact the Company and an alternative payment mechanism will be agreed in writing (by email) between the parties.
If you are already working with the Company in an affiliate type collaboration with the Brand and the Website this Agreement will supersede and take precedence over previous agreements in relation to any affiliate type of activity relating to the Brand and the Website. To assist You we will have preloaded relevant pre-existing information relating to our Collaboration in the Cloud Services. You will keep the Company up to date with respect to any information relating to the operation of this Agreement, including your email address and other contact information and identification of your social media accounts and website / blog. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Agreement to the email address then-currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current and you have not notified us of the change.
If you are a new potential On-line Partner you may be required to submit a complete and accurate Programme application. As part of the enrolment process we will need to identify your social media accounts and Your Sites as part of Your application. We will evaluate your application and notify you of its acceptance or rejection. For the avoidance of doubt the acceptance or rejection of an application is at the sole discretion of the Company. Unsuitable Sites can be a basis of rejection, unsuitable Sites include those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libellous or defamatory materials;
(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) promote or undertake illegal activities;
(f) violates intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement at any time in our sole discretion.
5. Term and Termination
The term of this Agreement will begin upon Our acceptance of your Programme application and can be terminated by either party at any time, with or without cause by giving the other party written notice (including by email) of termination. Upon termination the Partner agrees to stop use of all materials, content, information relating to this agreement.
If the Company is no longer able to supply a Product to the Customer for whatever reason the obligations of the Company to the Partner under the terms of this agreement with respect to that Product will be considered to have terminated.
The termination of the agreement does not affect either party’s rights including the right of the Partner to be paid their fees in accordance with Agreement.
Other than as set out in this Agreement, neither party has any further obligation to the other under this agreement after its termination.
6. Confidentiality and Identifying Yourself as an On-line Partner
The details of this agreement are confidential, and each party will only use confidential information to perform its obligations under this agreement and will not cause or allow confidential information to be disclosed. You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Cloud Services Information, or your participation in the Programme unless agreed otherwise in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
You must, however, clearly state on your Sites that You are a participant in this On-line Partner Programme, and be transparent that the programme is designed to provide a means for On-line Partners to earn fees by promoting and linking to the Website
7. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement or our working relationship will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective On-line Partners. You will have no authority to make or accept any offers or representations on our or our On-line Partners’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
8. Limitation of Liability
Neither the Partner or the Company will be liable to the 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 earnings
9. Governing Law
This Agreement shall be governed by English Law. The parties agree to submit to the exclusive jurisdiction of the English Courts.