Richworld.co.uk
AFFILIATE PROGRAMME including TrophiesandMedals.com
MEMBERSHIP CONTRACT AND CONDITIONS
NUMBER: --------------------------
DATE: -- / -- / ----
BETWEEN
Richworld.co.uk
(“Richworld”) of 24 Daymer Gardens, Pinner, Middlesex HA5 2HP
and
The person, company
or firm whose details appear below (“the Member”)
1.
This Contract is
entered into between the parties hereto for the grant to the Member of a
renewable licence and membership by Richworld in respect of participation by
the Member in Richworld’s Affiliate Program (“the Program”) and the
establishment of links to the Richworld Internet website located at URL www.richworld.co.uk (“the Richworld
Site”) from the Member’s Internet website (“the Member’s Web Site”) as detailed
overleaf in the Contract Schedule subject to the provisions of the terms and
conditions (“the Conditions”).
2.
Richworld and the
Member hereby agree to be bound by the Conditions and this Contract in respect
of the membership and participation of the Member in the Program and the supply
of the graphic and/or textual links by Richworld to the Member which together
with any other documents (signed and attached hereto by the parties) as listed
below shall form part of this Contract.
3.
The Member
acknowledges that it has read the Contract and the Conditions and understands
and agrees to be bound by them.
MEMBER’s
DETAILS
Member Name: --------------------------
Address: --------------------------
--------------------------
--------------------------
--------------------------
--------------------------
Telephone
No.: --------------------------
E-mail
Address: --------------------------
Website: --------------------------
Member
Contact Person: --------------------------
Authorised
Signatory for and on behalf of Member……………………………………
Company
Name: --------------------------
Name:
…………………………..
Position:
………………………...
Authorised
Signatory for and on behalf of Richworld………………………………….
Name:
…………………………..
Position:
………………………...
1.
Conditions
2.
Contract Schedule
3.
Exhibit A –
Commission rates
THIS
SCHEDULE is the schedule to the Contract and Conditions numbered -------------------------- and dated ------------------------ and replaces all previous schedules to the Contract.
1. Member’s Details:
1.1. Member’s invoicing and administration address (if
different):
1.2. Member’s Web Site: --------------------------
1.3. Location of Server:………………………(e.g. USA, UK)
2. Commission:
2.1. Percentage: As outlined in Exhibit A
2.2. Payment Date(s): The net Commission which is due is
payable:-
2.2.1. Thirty (30) days after the end of each Calendar month
(“Month”) during the term
2.2.2. On a monthly basis only when total net Commission due
exceeds £10.
2.3. Payment Method(s): the Commission shall be payable
by:
2.3.1. Cheque
3. Notices:
All notices, requests or other communications should be sent via e-mail to the
Richworld e-mail address(es) manager@richworld.co.uk &
affiliate@trophiesandmedals.com and/or the Member’s e-mail address at -------------------------- or as may be notified to each other from
time to time. Any e-mail notices will
be effective the next business day after electronically transmitting. An e-mail confirmation must follow any
telephone conversation when appropriate.
4. Duration:
This Contract shall subject to earlier termination continue for the term
set out below
4.1. Commencement Date: --------------------------
4.2. Expiry Date: --------------------------
In
the event of renewal of the Contract by agreement between the parties, the
parties shall execute a new Contract front sheet or initial a new Schedule to
reflect any changes.
CONDITIONS
1. Interpretation
and understanding
The meanings
of some of the specially defined words (which begin with a capital letter) and
other guides to understanding these Conditions can be found at the end of these
Conditions.
2.
Affiliate Program
2.1. Richworld
will make available to the Member a variety of Links, which, subject to these
Conditions, may be displayed as often, and in as many areas on the Member’s
Site as the Member desires. The Links
will serve to identify the Member’s Site as a member of the Program and will
establish a link from the Member’s Site to the Richworld Site.
2.2.
The Member shall substitute any relevant Links with new
Links provided by Richworld from time to time throughout the term of the
Contract and will cease to use such Links, which have been so substituted.
2.3.
Richworld will endeavour to provide information relating to
(or make available as soon as reasonably practicable) Net Sales data on a
monthly basis or as otherwise provided by Richworld from time to time.
3. Commission
3.1. Richworld
agrees to pay the Member the Commission as set out in the Contract Schedule
provided always that such Commission shall only be payable on Net Sales to New Customers generated initially via the
Links. For avoidance of doubt, no
Commission will be payable in respect of any purchases by any Existing Customers
of any products or services generally sold by Richworld (including, without
limitation, any of the Richworld Products).
3.2. The
Commission due is payable by cheque thirty (30) days after the end of any Month
when the amount due exceeds ten pounds sterling (£10) net. Commissions of less than £10 will be held
until the Month in which the total Commission due to the Member exceeds £10, or
until the Contract is terminated. The
cheque for the Commission due shall be less any taxes that Richworld are required
by any applicable law to remit to the taxing authorities (including, without
limitation, any withholding taxes).
4.
Richworld’s Obligations
4.1.
Richworld shall provide the Links to the Member to enable
the Member to link the Member’s Site to the Richworld Site. Richworld gives no warranty that access to
the Richworld Site or any site operated by Richworld in connection with this
Contract or the Member’s Web Site shall be uninterrupted or error-free.
4.2.
Richworld shall have the sole right and responsibility for
processing every order for Richworld Products, for tracking the volume and
amount of sales of Richworld Products generated by the Member’s Site, and for
providing sales statements and reports.
Richworld shall be responsible for order entry, payment processing,
shipping, and related customer service.
4.3. It is
acknowledged and agreed by the Member that both New and Existing Customers who
buy any Richworld Products through the Richworld Site (whether redirected to
the Richworld Site via Links on the Member’s Site or otherwise) will be
customers of Richworld and their details will form part of Richworld’s
confidential information.
4.3.1.
Richworld will afford the Member Site the right to
communicate from time to time with New Customers of Richworld that have been
generated from the Member Site. Such
opportunity to be given at the sole discretion of Richworld and to be limited
to e-mail communications distributed by Richworld.
5.
Member’s Obligations
The Member agrees and undertakes to: -
5.1. be solely
responsible for the development, operation, and maintenance of the Member Site
and for all materials that appear on the Member’s Site. Richworld shall have no liability or
responsibility whatsoever for such matters;
5.2. not use
any hyperlink or similar mechanism (including “framing”) other than the agreed
upon Links to connect users of the Member’s Site to the Richworld Site and not
allow any of the Links to redirect any users of the Member’s Site to a URL
other than the one specified by Richworld from time to time (unless with
Richworld’s prior written consent);
5.3. not
generate false or dishonest memberships or sales of Richworld Products on the
Richworld Site and not make any representations, warranties or other statements
(including without limitation press releases) concerning Richworld, the
Richworld Site or any of the Richworld Products unless with Richworld’s prior
written consent;
5.4.
not (a) use or otherwise incorporate the words “Richworld”
or variations or misspellings thereof or of any of the Richworld domain name(s)
on the Member’s Site; (b) modify or alter the Richworld Site in any way; (c)
make any representations, either express or implied, or create an appearance
that a visitor to the Member’s Site is visiting the Richworld Site (including,
without limitation, by “framing” the Richworld Site) without Richworld’s prior
written approval; or (d) display or
perform any advertisement, promotion, or content triggered as result of a
user’s click on a Link (including, without limitation, using pop-up windows,
interstitial advertisements, new consoles or other similar items or
techniques);
5.5.
not, in relation to Richworld, the Richworld Site or the
Richworld Products, engage in any conduct prejudicial to the interests or business
of Richworld or any conduct deemed by Richworld to be prejudicial to the
interests or business of Richworld but to act in good faith with respect to
Richworld;
5.6. make a
reasonable effort, with in the limits of technical capabilities, to allow
Richworld and its representatives to monitor the Member’s Site on a regular
basis;
5.7.
maintain appropriate privacy policies and to comply in all
respects with the Data Protection Act 1998.
5.8.
and Member hereby acknowledges that certain forms of
advertising are always prohibited by Richworld and agrees not to undertake such
forms of advertising, including, but not limited to, (a) advertising commonly
referred to as “spamming”, (b) the use of unsolicited commercial email (UCE),
or (c) advertisements that in any way conceal or misrepresent Member’s
identity, domain name or return email address.
Richworld has the right in its sole discretion to monitor the Member
Site at any time and to terminate this Agreement immediately for any non-compliance.
6. Licences
6.1. Richworld
hereby grants to the Member a limited, non-exclusive, non-transferable,
revocable right to use (i) the Links and (ii) Richworld logos, trade names,
trademarks and similar identifying material supplied by Richworld (but only in
the form(s) that they are provided by Richworld and solely in connection with
the Links) (collectively, the “Licensed Materials”), for the sole purpose of
marketing the Richworld Site through the Member’s Site and solely in accordance
with these conditions. The Member may
not alter, modify, or change the Licensed Materials in any way without the
prior written approval of Richworld (before being placed on the Member’s Site)
and agrees to immediately discontinue such use at such time as the Contract is
terminated. Richworld reserves all of its
rights in the Licensed Materials and of Richworld’s other proprietary rights.
6.2.
Richworld may terminate the licence at any time forthwith
upon written notice to the Member, in which event the Contract will also
terminate automatically. This license
shall terminate upon expiration or termination of the Contract. Upon termination of the Contract for
whatever reason, the Member shall immediately destroy and delete all Licensed
Materials and certify to Richworld in writing signed by a corporate officer that
the Member has done so.
6.3. The Member
hereby grants to Richworld a non-exclusive licence to utilise the Member’s
names, trademarks, titles and logos (the “Affiliate Trademarks”), to advertise,
market, promote and publicise in any manner the rights hereunder; provided,
however, that Richworld shall not be required to so advertise, market, promote,
or publicise the Affiliate Trademarks.
This license shall terminate upon the expiration or termination of the
Contract.
7.
Term and Termination
7.1. The term
of the Contract will be (subject to Richworld’s receipt and written acceptance
of the Member’s signed Richworld Affiliate Contract and Conditions) as set out
in the Contract Schedule unless earlier terminated in accordance with its
terms.
7.2.
The Member is only eligible to earn Commission on Net Sales
occurring during the term and will not be entitled to Commission on any Net
Sales after the expiration or termination of the Contract.
7.3.
Richworld shall have the right to terminate the Contract
forthwith by giving the Member 30 days written notice at any time:
7.3.1.
if the Member or any of its agents or employees engages in
any conduct deemed by Richworld to be prejudicial to the business of Richworld
or any of Richworld’s web sites or in the event that a conflict or potential conflict
of interest arises in respect of the parties or in relation to the subject
matter of the Contract;
7.3.2.
if any representation or warranty made or deemed to be made
or repeated by the member in or pursuant to the Contract is or proves to have
been untrue or incorrect in any material respect when made or when deemed to be
repeated with reference to the facts and circumstances existing at such time.
8.
Representations and Warranties
8.1.
Richworld makes no express or implied warranties or
representations whatsoever to the Member with respect to the Program, the
Richworld Site, the amount of Commission that may be received or any of the
Richworld Products or services carried out by Richworld. Richworld will not be liable for the
consequences of any interruptions or errors in respect of the Richworld Site or
services.
8.2. The Member
hereby represents and warrants to Richworld that it is the sole and exclusive
owner of the Affiliate Trademarks and that it has the right and power to grant to
Richworld the license to use the Affiliate Trademarks in the manner
contemplated herein, and such grant does not and will not (i) breach, conflict
with, or constitute a default under any agreement or other instrument
applicable to the Member or binding upon the Member’s assets or properties, or
(ii) infringe upon any trademark, trade name, service mark, copyright, or other
proprietary right of any other person or entity.
9. Confidentiality
9.1. The Member
undertakes to keep confidential the lists of specific customer details and
information relating to the New Customers or Existing Customers and not to
disclose (whether or not for profit) such list to any competitor of Richworld
or any other person, firm or company engaged in the sales of similar products
and services during the term and for a period of two years from the date of
termination of the Contract.
9.2.
All information (including, without limitation, the terms of
the Contract business and financial information, customer and vendor lists and
pricing and sales information), disclosed by either of the parties (the
“Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the
Contract shall be confidential. The
Receiving Party shall maintain the confidentiality of all such information and
shall not, without the prior written consent of the Disclosing Party (i)
utilise the same, directly or indirectly, for its own business purposes or for
any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information
in the public domain or which is required to be disclosed pursuant to an order
issued by a court of competent jurisdiction or applicable law or regulation
which is disclosed by the Receiving Party to its professional advisors on a
confidential basis.
10.
Limitation of Liability
Notwithstanding anything to the contrary, nothing in this agreement
excludes or limits Richworld’s liability for personal injury or death caused by
Richworld’s negligence or for fraud.
Richworld will not be liable for any indirect, special, or consequential
damages, or any loss of revenue, profits, business or data, arising out of or
in connection with the contract or the program, even if Richworld has been
advised of the possibilities of such damages.
In no event will Richworld’s liability arising out of or in connection
with the contract and the program exceed the total Commission paid to the
Member in the 12-month period immediately preceding any claim in that respect.
11. Indemnity
The member hereby agrees and undertakes to indemnify and hold harmless
Richworld and its associated companies and Affiliates and partners, and their
respective directors and employees against any and all claims, actions,
demands, liabilities, losses, damages, judgements, settlements, costs, and
expenses (including legal fees and costs) (any or all of the foregoing
hereinafter referred to as “Losses”) insofar as such Losses arise out of or are
based on: (i) the operation, maintenance and contents of the Member’s Site,
(ii) any claim that the Richworld use of the Affiliate Trademarks infringes on
any trademark, trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party, (iii) any
misrepresentation by the Member or a representative or warranty or breach of a
covenant or agreement made by the Member herein, or (iv) any claim related to
the Member’s Site, including, without limitation, content therein not
attributable to Richworld.
12. General
12.1.
Richworld’s failure to enforce the strict performance of any
provision of the Contract will not constitute a waiver of Richworld’s right to
subsequently enforce such a provision or any other provision of the Contract.
12.2.
The Contract (together with the documents referred to
therein) and the Schedule constitute the entire agreement between the parties
and supersedes all prior oral or written agreements, understandings or
arrangements between them relating to its subject matter.
12.3.
Nothing in the Contract shall create or be deemed to create
a partnership or the relationship of employer and employee or principal or
franchise and agent between the parties
12.4.
The Member shall not be entitled to assign these Conditions
nor all or any of its or their rights and obligations hereunder without the
prior written consent of Richworld.
12.5.
If any provision of the Contract shall be found by any court
or administrative body of competent jurisdiction to be invalid or unenforceable
the validity or unenforceability of such provision shall not affect the other
provisions of the Contract which shall remain in full force and effect.
12.6.
A person who is not a party to the Contract has no right
under the Contracts (Right of Third Parties) Act 1999 to enforce any term of
the Contract but this does not affect any right or remedy of any third party
which exists or is available apart from that Act.
12.7.
Richworld may modify any of the Conditions and provisions of
the Contract at any time in its sole discretion by notifying the Member thereof
by service of seven (7) days’ notice of writing. If any modification is unacceptable to the Member, its only
recourse is to terminate the Contract.
The Member’s continued participation in the Program following
Richworld’s notice to the Member of a modification to the Contract will constitute
its agreement with and acceptance of such modification.
The Contract will be governed by the laws of England and the parties submit to the jurisdiction of the English Courts.
Definitions and Interpretation
In these terms and conditions the following words and phrases shall have the
following meanings unless the context otherwise requires: -
“Affiliate(s)” All members of the program from time to time
“Commission” Means the net commission payable by Richworld to the Member in accordance with the Contract.
“Net Sales” Total amount of money actually charged and paid to and received by Richworld in respect of the Richworld Products bought directly from the Richworld Internet Site by New Customers only, less any shipping, handling and similar charges, discounts, mark downs, sales tax, value-added tax or similar taxes, duties (including, without limitation, import and export duties), bad debt and credit card fraud.
“Richworld Products” Any product or service that is available for purchase directly through the Richworld Site from time to time but to exclude products or services made available via links to third parties. For the purposes of this Contract Richworld Products specifically includes trophies and awards available through the Richworld Site.
“Links” The graphic and/or textual links provided by Richworld to the Member from time to time pursuant to the Contract.
“New Customers” Customers who (i) are first redirected to the Richworld Site via a Link displayed on the Member’s Site; and (ii) make an order through the Richworld Site pursuant to such redirection; and (iii) are not Existing Customers at the date of such an order. Also to include customers who (i) are first directed to contact Richworld by the Member where the customer or Member so informs us; and (ii) make an order with Richworld pursuant to such contact; and (iii) are not Existing Customers at the date of such contact.
“Existing
Customers” Customers and enquirers
who have made one or more purchases and/or enquiries (including, without
limitation, by means of the Richworld Site or Richworld catalogues or in any
other way whatsoever) of any products or services generally sold by Richworld
without having ever been a New Customer.
“Richworld Site” Any and all web sites controlled by Richworld (including, without limitation, www.richworld.co.uk and www.trophiesandmedals.com ) and all their related web pages that sell Richworld Products.
Exhibit A
Commission Structure
Exhibit to Contract Number: --------------------------
Contract Date: --------------------------
Richworld shall pay the Affiliate,
I.
A ten percent (10%) commission on total Net Sales received
from first orders of New Customers from the Affiliate for the Months with total
Net Sales less than £5,000.
II.
A twelve percent (12%) commission on total Net Sales received
from first orders of New Customers from the Affiliate for the Months with total
Net Sales above £5,000 and below £25,000.
III.
A fifteen percent (15%) commission on total Net Sales received
from first orders of New Customers from the Affiliate for the Months with total
Net Sales above £25,000.
IV.
A five percent (5%) commission on total Net Sales received
from repeat orders from New Customers from the Affiliate.
Notwithstanding anything else in the Agreement to the contrary, the Affiliate understands and agrees that any commission payable is based upon Net Sales of Richworld Products at the prices that appear on the invoices to New Customers.