Affiliate Terms and Conditions

We are so pleased you wish to refer potential customers to us in exchange for a commission - please read the following important terms and conditions which will apply to our arrangement, before you commit to it.

(1) In this contract (Agreement):

‘We’, ‘us’ or ‘our’ means 2nd Floor Designs Limited; and

‘You’ or ‘your’ means the person wishing to refer potential customers to our business.

THE PARTIES AGREE:

1 Term

This Agreement commences upon our confirmation to you by email that your request to join the affiliate programme (Affiliate Programme) subject to the terms of this Agreement, is approved and shall continue in full force until terminated in accordance with clause 9 (the Term).

2 Affiliate Programme

2.1 Details of your Affiliate Programme referred to in this Agreement are as set out on https://members.readysteadywebsites.com/referral-program/

2.2 We appoint you strictly on a non-exclusive basis to make introductions during the Term upon the terms and conditions of this Agreement, and you accept these terms.

2.3 We agree to pay you a commission (Commission) as agreed in accordance with the Affiliate Programme on the purchases of our products or services (Products and Services) made by third parties that you refer to us (Prospects) (excluding VAT where payable), subject to the terms of this Agreement.

2.4 Referrals may be made through an in-person or email introduction and the affiliate link we provide to you.

2.5 Commission will only apply to new Prospects that you refer to us. If we have been in conversation with a Prospect during the period of 1 year prior to your introduction, a Commission will not be payable.

2.6 Only one affiliate shall be entitled to a Commission therefore if two affiliates refer the same Prospect, the affiliate who first introduces that Prospect to us shall be entitled to the Commission, should that Prospect sign up for our Products or Services.

3 Your rights and duties:

3.1 During the Term, you shall:

3.1.1 promote and market our Products and Services for which you are an affiliate; and

3.1.2 comply with all relevant laws, legislation, regulations, regulatory policies, guidelines and industry codes.

3.2 During the Term you shall not:

3.2.1 have any authority to bind us to any agreement, obligation, debt or liability;

3.2.2 hold yourself out as our representative or agent or reseller of our Products and Services;

3.2.3 have any authority to obtain orders or enter into contracts with any person or company for the sale of our Products and Services;

3.2.4 make any statement or give any warranty or guarantee in respect of the Products and Services without our express prior written consent; or

3.2.5 make any negative or critical comments publicly about us, our company, Products and Services or to communicate with any other individual, company or entity in a way that disparages the services or harms our reputation in any way, including on social media.

3.3 It is your responsibility to ensure your Prospect uses your affiliate link and we are not responsible for any lost Commission as a result of a Prospect using a different link or informs us by email that you have referred them prior to their purchase of our Products and Services and we are not responsible for any lost Commission if they fail to do so.

4 Our rights and duties

4.1 We shall have the right to appoint other persons as affiliates for our Products and Services at any time.

4.2 We reserve the right to accept or deny any Prospect referred to us by you.

4.3 During the Term we may at any time:

4.3.1 add or withdraw the Products and Services in whole or in part; or

4.3.2 change the price or specification of any of the Products and Services.

5 Commission

5.1 We shall pay you a Commission as set out on https://members.readysteadywebsites.com/referral-program/ in respect of any Prospect who signs up for the Products and Services for which you are an affiliate provided always that:

5.1.1 the Prospect has been:
(a) introduced by you; and
(b) accepted by us under clause 4.2;

5.1.2 any applicable cancellation or refund period has passed.

5.2 For the avoidance of doubt, no Commission shall be payable in respect of:

5.2.1 any payment received by us which is made by the fraudulent and/or criminal use of a credit card; or

5.2.2 any payment on a credit card being declined or a cheque being returned; or

5.2.3 if a customer receives a refund for a Product or Service
and where a Commission payment has been made to you in relation to such payments, the amount of such Commission shall be deducted from subsequent Commission payable to you and if no further Commission payments are payable to you, you shall repay such Commission payments to us on demand.

5.3 Within ten business days of the end of each month, we shall pay the Commission due to you for a month in arrears according to our affiliate referral calculations, subject to an initial 60 day grace period.

5.4 You shall be provided with;

5.4.1 an email confirmation when a purchase has been made by your Prospect that is applicable to your Affiliate Programme;

5.4.2 a PayPal notification when Commission has been paid to you, subject to the terms of this Agreement; and

5.4.3 access to an affiliate dashboard where your Affiliate Programme transactions are recorded.

5.5 You shall bear all your expenses in performing your obligations under this Agreement.

6 Taxes and duties

6.1 Any Commission paid to you under clause 5 shall be inclusive of your VAT, sales or other taxes or duties applicable for the time being prescribed by law by any authority in or outside the United Kingdom.

7 Payment

7.1 Amounts payable to you under this Agreement shall paid to you via your PayPal account.

8 Limitation of liability

8.1 The extent of the parties’ liability under this Agreement shall be as set out in this clause 8.

8.2 Subject to clause 8.4, our total liability shall not exceed the total Commission payable to you under this Agreement.

8.3 Subject to clause 8.4, we shall not be liable for consequential, indirect or special losses or for any of the following (whether direct or indirect): loss of profit; loss of opportunity; or harm to reputation or loss of goodwill.

8.4 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

8.4.1 death or personal injury caused by negligence;

8.4.2 fraud or fraudulent misrepresentation;

8.4.3 any other losses which cannot be excluded or limited by applicable law.

9 Termination

9.1 This Agreement shall terminate on the expiry of 14 days’ written notice in writing from either party to the other.

9.2 Either party may terminate this Agreement immediately at any time by giving notice in writing to the other party if the other party commits a material breach of this Agreement.

9.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

9.4 Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

10 Intellectual Property

10.1 The intellectual property used in connection with the Products and Services is our property.

10.2 Unless explicitly confirmed by us in writing, or expressly provided in the Agreement, you shall have no right to use or to allow others to use our intellectual property or any part of it.

10.3 You shall not use any intellectual property which resembles our intellectual property and which would therefore be likely to confuse or mislead the public or any section of the public.

11 Confidential Information

11.1 You agree that you shall keep any information that is confidential in nature concerning us and our business, including any details of our customers, clients, suppliers, finances, plans or strategy (Confidential Information) confidential and that you shall not use or disclose our Confidential Information to any person, except as permitted by clause 11.2.

11.2 You may:

11.2.1 disclose any Confidential Information as may be required by law, any court, or any governmental, regulatory or supervisory authority; and

11.2.2 use Confidential Information only to perform any obligations under this Agreement.

11.3 You shall indemnify and hold us harmless from and against any losses, damages, liability, costs (including legal fees) and expenses which we may incur or suffer as a result of or arising from any breach by you of your obligations under this clause.

11.4 You will not use any Confidential Information for profit or for your own benefit in any way.

11.5 You will not disclose the terms of this Agreement to any third party.

11.6 The provisions of this clause 11 shall survive for a period of 5 years from termination of this Agreement.

12 Data protection

12.1 Each party shall comply with its respective obligations, where applicable, under the Data Protection Legislation, which means: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and under the UK Data Protection Legislation, which means: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018

12.2 You acknowledge and agree that you may from time to time disclose to us personal data collected by you from Prospects and that we shall use that personal data to contact the Prospects regarding our Products and Services. You shall:

12.2.1 ensure that you have all necessary consents and notices in place to enable lawful transfer of this personal data to us; and

12.2.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of that processing. This includes giving notice that personal data relating to them may be retained by us or, as the case may be, our successors and assigns.

12.3 You shall indemnify us against all claims and proceedings and all liability, loss, costs and expenses incurred by us as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by you of the Data Protection Legislation, UK Data Protection Legislation or this clause by you, your employees or agents.

13 Dispute resolution

13.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 13.

13.2 The parties shall use all reasonable endeavours to reach a negotiated resolution to the dispute.

13.3 Any dispute or claim arising out of or relating to this Agreement, or its breach, shall be decided by the Courts of England and Wales.

14 Entire agreement

14.1 The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or otherwise in respect of its subject matter.

14.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

14.3 Nothing in this Agreement attempts to limit or exclude any liability for fraud.

15 No partnership or agency

15.1 The parties are independent contractors and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary, agency or other relationship between them. Neither of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

16 Waiver

16.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it restrict any future exercise of that or any other right, power or remedy.

17 Governing law

17.1 The laws of England and Wales will apply to this Agreement.

18 Your acceptance
You confirm you agree the terms of this Agreement by agreeing here https://members.readysteadywebsites.com/referral-program/

Page modified on: 26 April 2022