- In the Agreement the following words are defined:
Agreement – the agreement set out in this document including any amendments agreed in writing;
Affiliate Channels – youtube.com accounts, Instagram.com accounts, twitter.com accounts, facebook.com accounts and own website;
Affiliate Code – a code unique to the Affiliate that End Users will be able to input during a checkout process on the Merchant Website;
Confidential Information – information (however recorded or preserved) acquired by a party under the Agreement which is confidential to the other party because it:
- Concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or
- Has been developed by the other party under the Agreement;
Converted Lead – any unique End User who uses the Affiliate Code on the Merchant Website, pays for the Merchant Product and does not return the product within 45 days of purchase. For the avoidance of doubt, an End User shall not qualify as Converted Lead if they do not use the Affiliate Code at checkout;
End-User – any person (individual, partnership, company or other organisation) who makes use of the web browser to access and view web pages;
Merchant Product – all products which are sold on the Merchant Website;
Merchant Website – www.japanhome.com; and
Promotional Content – the Merchant’s trade name, the Merchant Website, trade or service marks, trade names, trade dress, logos domain names, descriptions of the Marchant Products, associated key words, and links, or other copy or content of any type that is provided by the Merchant to the Affiliate for the purposes of this Agreement.
- The Affiliate will promote the Merchant Products via the Affiliate Channels.
- The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Merchant products. Use of the Merchant’s Promotional Content is subject to the restrictions of this Agreement and the Merchant can object to any use Promotional Content if it deems the use to be inappropriate or inaccurate or for any other reason in absolute discretion.
- Each Party retains sole and exclusive ownership and control over its channels and websites and is solely responsible for maintaining and updating its own channels and websites.
- The Merchant is not liable in any way for any claims relating to the use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.
- The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derives from individual activities as described in the Agreement.
Tracking of End Users and Compliance
- The Affiliate Code associated with this agreement will be communicated by the Merchant to the Affiliate in writing via email.
- The Merchant agrees to offer End Users who purchased Merchant Products via the Merchant Website using the Affiliate Code a one-off discount of a pre-agreed amount.
- In the performance of its obligations under the Agreement, 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.
- The Affiliate undertakes and covenants that all times he will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining use of email addresses.
- The Affiliate warrants that its channels do not:
- Promote sexually explicit materials;
- Promote violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promote illegal activities; or
- Incorporate any materials which infringe or assist others to infringe of any copyright, trademark or other intellectual property rights or to violate the law.
- The Merchant will pay the Affiliate a fee equal to a pre-agreed value for each Converted Lead. The fee is inclusive on any VAT payable by the Merchant to the Affiliate.
- The monthly fee will be calculated as the net sum of new Converted Leads in the month.
- The Merchant will make payments to a bank account indicated by the Affiliate within the affiliate platform.
- The Affiliate is authorised on a non-exclusive basis to promote the Merchant products to its website visitors using the Promotional Content.
- The Merchant grants the Affiliate, for the term of the Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
- Use and reproduce the Promotional Content in strict compliance with this Agreement; and
- Display the Promotional Content on the Affiliate’s Channels 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 the Agreement.
- The Affiliate agrees it will cease using the Promotional Content immediately upon request, and this licence terminates automatically when this Agreement terminates.
- A party can terminate the Agreement for any reason by giving the other 30 days’ written notice.
- A party can terminate the Agreement immediately by giving written notice to the other party if that other party:
- Does not pay any sums due under the Agreement within 30 days of the due date for payment;
- Commits a material breach of the Agreement;
- Is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debt as they fall due;
- 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
- (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 as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
- If the Agreement is terminated under clause 19 of the Agreement, the Affiliate will return all promotional materials to the Merchant.
- No new Converted Leads can be created after the agreement is terminated.
Governing Law and Jurisdiction
- This Agreement will be governed by and interpreted according to English and Welsh law. All disputes and claims under the Agreement (including non-contractual disputes and claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.