AFFILIATE TERMS & CONDITIONS

Last updated: 23/09/2021

AFFILIATE TERMS & CONDITIONS

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OVERVIEW

The purpose of the AvPay affiliate programme is to reward Affiliates for any new companies that they refer to AvPay by properly advertising AvPay through legitimate methods.

By joining the AvPay Affiliate programme you agree to abide by the terms and conditions detailed in this Agreement.

This Agreement contains the complete terms and conditions that apply to your participation as a member of the AvPay Affiliate Programme.

Your Acceptance of these terms and conditions will be indicated by joining the Affiliate programme

 

SECTION 1 – DEFINITIONS

“this Agreement” shall mean the contents of the contract between AvPay and the Affiliate in respect of the Programme.

“AvPay” shall mean AvPay Limited of (Company No. 13164504), whose registered office is 15 Milner Avenue, Bury, England, BL9 6NG.

‘the Site’ shall mean the AvPay.app website.

‘the Programme’ shall mean the affiliate Programme as set out on the Site and that is governed by this Agreement.

‘the Link’ shall mean the HTML link provided by AvPay to link the Affiliate to the Site.

‘the Affiliate’ shall mean the party who agrees to take part in the Programme.

SECTION 2 - THE PROGRAMME

2.1) The Programme shall be the affiliate programme as set out on the Site from time to time.

2.2) AvPay is entitled to vary, amend or cancel the Programme without giving notice to the Affiliate. AvPay may make any such change by publishing any revised terms on the Site.

2.3) The Programme is expressly a business-to-business relationship and both AvPay and the Affiliate enter into it in a business capacity and not as a consumer.

2.4) The Programme does not entitle the Affiliate to represent themselves as an agent, partner or any other form of associate of AvPay other than as an Affiliate as expressly provided for in this Agreement.

SECTION 3 - SUITABILITY FOR AVPAY AFFILIATE PROGRAMME

3.1) AvPay reserves the right to terminate this Agreement and the Affiliate’s status at any time for any reason whatsoever at its sole discretion.

3.2) In particular if AvPay deems that the Affiliate’s website is inappropriate for the Programme then this Agreement shall be terminated. The Affiliate’s website may be deemed inappropriate if in the view of AvPay it contains, promotes or contains links to sites that are:

3.3) discriminatory, sexually explicit or violent material, or

3.3) promote, depict or contain links to material that promote or depict discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age, or

3.4) contains unlawful material, this shall include but not be limited to materials that may possibly violate another’s intellectual property rights, or

3.5) contains information regarding, promotes or links to a site that provides information or promotes illegal activity, or

3.6) for any other reason that is deemed by AvPay (at its sole discretion) to be unsuitable.

3.7) Upon completing the affiliate registration you are automatically accepted on the Programme. AvPay reserves the right to withdraw Affiliate status at anytime after you have been accepted onto the Programme for any reason that AvPay deems relevant. Acceptance into the Programme does not mean that AvPay has specifically approved the Affiliate or its website.

SECTION 4 - LEGITIMATE METHODS OF ADVERTISING

4.1) In order to receive commission’s for referring companies to AvPay, the Affiliate must engage in proper advertising. Affiliates found to be engaging in improper advertising shall have their agreement terminated and their affiliate status revoked. AvPay shall be the sole and absolute arbiter of what constitutes proper advertising.

4.2) A non-exhaustive list of examples of improper advertising shall include but not be limited to:

4.2.1) the forwarding of any urls direct to avpay.app (this includes misspells of the above trademark domain); and

4.2.2) forcing cookies through iframes;

4.2.3) advertising through third party networks; with the exception arising from Clause 4.3 below;

4.2.4) brand bidding (including misspells) for PPC advertising,

4.2.5) including your AvPay affiliate link within Unsolicited Commercial Email (UCE) or SPAM,

4.2.6) including any of AvPay url in search adverts.

4.3) Affiliates are permitted to promote AvPay through various social media communities, as a limited exception to Clause 4.2.3 above. However, Affiliates are not permitted to create groups or specific web pages in social communities whereby they purport or hold themselves out to be representatives of AvPay.

4.4) AvPay reserves the right to conclude that you have engaged in an improper method of advertising according to our standards, at our sole discretion. We may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief and is without any duty on AvPay to prove that our opinion or suspicion is well-founded; and even if our opinion is proven not to be well-founded or if other hosting/domain name companies have not deemed it to be an improper method of advertising.

4.5) Any Affiliate found to be adopting improper methods of advertising for the purpose of the Programme shall be deemed to have been in breach of this Agreement and shall have their Affiliate status revoked. Such an Affiliate will therefore immediately cease in being an Affiliate of AvPay.

4.6) Any sales that have been generated through improper advertising will not qualify for commission or credit from AvPay.

4.7) Any Affiliate found to be utilising these or any other improper methods of advertising may be required to pay back any such commission that has been paid by AvPay to them. If AvPay elects not to enforce this right it shall not be deemed to be a waiver of any other rights that it may have under this Agreement.

SECTION 5 - THE PROCEDURE

5.1) Subject to the terms of this Section, we will provide to you a link generator to promote and offer AvPay to your contacts, site’s visitors and/or its members.

5.2) AvPay reserves the right to change the content and or display of the Link from time to time in our sole discretion. The link will connect your site with the area on our site (Vendor Membership) where your referral may apply for AvPay membership directly with us. The presence of the AvPay link on your site will serve to identify you as a member of our Affiliate Programme.

SECTION 6 - PAYMENT OF COMMISSION

6.1) Once a customer has arrived at our website having followed the Link, their actions on our website will be tracked using a cookie. You will earn commission if they sign up as a company (vendor). AvPay will not be responsible for commissions missed due to the cookie being deleted or blocked or in any other way failing to track the customer from the Link.

6.2) Affiliates will only earn commission fees only with respect to activity on our site occurring directly through the Link that will appear on their website.

6.3) AvPay is under no obligation whatsoever to pay any commission to any Affiliate who does not strictly follow this Agreement as published from time to time.

6.4) AvPay reserves the right to take legal action against any Affiliate that commits fraud, or conspiracy to defraud and to recover any commissions paid to an Affiliate which was earned as a result of such fraud. For the purposes of this agreement fraud shall include but not be limited to wittingly violating the terms of this Agreement.

6.5) AvPay will only make a payment to the Affiliate when the level of commission due at the end of a given calendar month is above the commission balance threshold.

6.6) the commission balance threshold for the purpose of this agreement is £100.

6.7) AvPay reserves the sole right to change the commission balance threshold at any time it sees fit without the prior the consent of its affiliates. In the event of a commission balance threshold change AvPay shall notify all its affiliates of the change before hand. If any modification to the commission balance threshold or the Agreement as a whole is not acceptable to an Affiliate, the Affiliate shall be entitled to terminate this Agreement. If an Affiliate terminates this Agreement for any reason whatsoever then it shall not be entitled to any commission payments earned after it has terminated this Agreement.

6.7) The Affiliate’s continuing participation in the Programme constitutes its acceptance of any change to the commission balance threshold or to any other part of this Agreement.

6.8) Affiliates that exceed the commission balance threshold will automatically be sent a cheque each month.

6.9) Affiliates that do not reach the £100 commission balance threshold in one calendar month will not lose their accrued commission, instead this commission can be used as a credit. Their accrued credit for that particular calendar month will be carried over and applied to the next calendar month, this process shall continue until the client reaches the commission balance threshold when they will be entitled to receive a payment from AvPay.

6.10) AvPay will only pay out commissions on sales that are 60 days old.
Commissions for sales over 60 days old will be paid once the £100 threshold is reached.

6.11) Cheques shall be sent to Affiliates by post. Affiliates shall allow up to 28 days to receive their cheques. It is the sole responsibility of an Affiliate to make sure that their contact details are up to date and accurate on the AvPay system in order to facilitate the cheque reaching them.

6.12) In the event that an affiliate has not received their cheque after 28 days or their cheque has gone astray, AvPay will reissue the Affiliate’s cheque provided that the missing cheque has not been cashed.

6.13) All missing cheques must be followed up within six months of the date of their issue. All payments due from missing cheques that have not been brought to the attention of AvPay within six months shall be deemed to have been forfeited by the Affiliate.

6.14) Affiliates will only be paid Commissions for the first order made by their referral customer only. Commissions will not be not paid on orders made by existing AvPay customers. AvPay will not pay commission for products that an Affiliate purchases for itself through the Link. The AvPay system will simply not recognise this as an Affiliate sale.

6.15) The rates of commission payable to the Affiliate from time to time shall be published on the Site and this shall be included in this Agreement as Commission Rates to it. Commission Rates may be amended or varied by AvPay at any time without reference to the Affiliate. Any revised rates of commission payment shall take effect from the day that the amended Commission Rates is published on the site.

6.16) Current Commission Rates are as follows approximately 10%

Blue Membership currently costs £49.99 - Commission for affiliate is £5
Bronze Membership currently costs £99.99 - Commission for affiliate is £10
Silver Membership currently costs £149.99 - Commission for affiliate is £15
Gold Membership currently costs £249.99 - Commission for affiliate is £25
Platinum Membership currently costs £499.99 - Commission for affiliate is £50

During a sale or promotion offer, affiliate commissions will be set at approximately 10% of price paid at the time of sale.

SECTION 7 – AVPAY'S OBLIGATIONS

AvPay agrees to undertake the following obligations:

7.1) provide a link to allow the Affiliate to make necessary the Link from the Affiliate’s site to AvPay.app,

7.2) processing all orders for AvPay Company (vendor) Membership placed by a referral following the Link,

7.3) tracking the number and amount of relevant sales generated through the Link,

7.4) providing information to you regarding commission payments,

7.5) credit card authorisations, payment processing, cancellations, returns, and all other related customer service for AvPay for the purpose of our business, and

7.6) establishing the commission balance threshold, payment frequency and payouts of earned commissions as contained in Section 6 of this Agreement.

SECTION 8 - AFFILIATES OBLIGATIONS

The Affiliate agrees to be solely responsible for the following and shall keep AvPay fully indemnified in respect of:

8.1) the content of the Affiliate’s site or any site that they may be connected to,

8.2) any misrepresentation of AvPay or its products or services,

8.3) making of any false claims, representations or warranties in connection with AvPay,

8.3) ensuring that your site and your products and services that you offer from your site comply with all applicable copyright, trademark, any intellectual property right, Data Protection, anti-spam or any other applicable law,

8.4) obtaining permission to use another party’s copyrighted or any other proprietary material,

8.5) the development, operation and maintenance of the Affiliate’s site and for all materials that appear on it. For the purposes of this Agreement this shall include but not be limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site; and ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise unlawful or illegal. AvPay hereby disclaim all liability for all such matters,

8.6) Affiliates also agree to indemnify and hold harmless AvPay, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses, and costs insofar as such arise out of or are based on, or in any way connected with this Agreement.

8.7) complying with all applicable England and Wales Laws, EU- and national laws and regulations in force from time to time this shall include, but not be limited to, the UK GDPR, Data Protection Act 2018 and the EU-directive 2002/58/EC

8.8) the payment of all tax and national insurance payable on any payments made to you by AvPay.

SECTION 9 - RIGHT TO NAME AS A REFERENCE CUSTOMER

9.1) Affiliates shall not create, publish, distribute, or permit any written or graphical material that makes reference to AvPay other than those mentioned in this Agreement or otherwise provided by AvPay, without the prior written consent of AvPay. AvPay reserves the right to refuse any request for consent under this Agreement.

SECTION 10 - THE LICENSE

10.1) AvPay grants to the Affiliate a non-exclusive, non-transferable, revocable right to access the AvPay.app site through the Link solely in accordance with the terms of this Agreement. This license shall be used solely in connection with the Link, and it will extend to the use of our logos, trade names, trademarks and similar identifying material relating to AvPay and which AvPay shall provide to the Affiliate, for the sole purpose of establishing the Link to AvPay.app so customers can purchase AvPay products and services.

10.2) Affiliates cannot modify or change the Link or any other materials provided by AvPay in any way.

10.3) Other than establishing the Link, the Affiliate shall not make any use of any of the licensed materials noted in the aforementioned paragraph provided by AvPay without first obtaining the prior written consent of AvPay. Affiliates shall not use the Licensed Materials in any manner that is inappropriate or that is in any way detrimental to the AvPay brand or any other brands.

10.4) AvPay reserves all of its rights in the materials provided and all of its other proprietary rights. AvPay shall be entitled to revoke this license to use the Link or the materials at any time and at its sole discretion.

10.5) The licenses described in this Section shall expire upon the termination of this Agreement.

10.6) Any inappropriate use of the Link, text, banners or other advertisements not expressly approved of in writing or provided by AvPay may be cause for immediate termination of this Agreement.

SECTION 11 - TERMS OF AGREEMENT

11.1) The terms of this Agreement will begin upon your signup with the Affiliate Programme and will end when your affiliate account is terminated.

11.2) For Companies who have been added to the affiliate programme by AvPay manually, the terms of this Agreement will begin upon your use of the Affiliate Link and will end when your affiliate account is terminated.

11.3) Upon the termination of this Agreement any commission that has not yet reached the commission threshold shall be turned into credit which can only be used to purchase products or services from AvPay. Affiliates that have reached the £100 commission threshold will be paid a cheque upon the termination of the Agreement subject always to the terms of this Agreement as shall be published from time to time.

SECTION 12 - MODIFICATION

12.1) AvPay reserves the right to modify or otherwise change the terms of this Agreement at any time as it sees fit. AvPay shall make such modifications by way of publishing revised terms on the Site. Affiliates only remedy in the event of revised terms of this Agreement being published shall be to terminate this Agreement. An Affiliate shall be deemed to have accepted of any modification to this Agreement as published from time to time.

SECTION 13 – LIMITATION OF LIABILITY

13.1) AvPay shall not be liable to the Affiliate or to any other person, for indirect, incidental, or special damages, lost profits, loss of goodwill, lost savings, or any other form of consequential damages, regardless of the form of action, even if AvPay has been advised of the possibility of such damages, whether resulting from breach of its obligations under this Agreement or otherwise.

13.2) AvPay’s entire liability in respect of any liability arising under this agreement will not exceed the total commission fees paid or payable to the Affiliate under this Agreement.

13.3) AvPay makes no warranties, either express or implied, concerning the performance or functionality of the AvPay services, or the Programme as a whole. This includes but is not limited to the Link or any other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.

13.4) AvPay shall under no circumstances be liable to the Affiliate or to any other person or entity for any loss, injury, or damage, of whatever kind, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the Programme or AvPay.

SECTION 14 - GOVERNING LAW

14.1) This Agreement is governed by, and is construed in accordance with the laws of England and Wales.

14.2) The Courts of England and Wales shall have jurisdiction to hear any disputes arising from this Agreement.

14.3) AvPay shall not be liable for the legality of AvPay service in countries other than the England and Wales.

14.4) Affiliates are solely responsible for the legality of the use of the service if the Affiliate in question is registered to AvPay service from a country other than the England and Wales or if the Affiliate’s website is on a server in a country other than the England and Wales.

SECTION 15 - ACCEPTANCE

15.1) By joining the affiliate programme, the Affiliate acknowledges that they have read the terms and conditions of this Agreement, understand them and agree to be bound by them.

15.2) For Companies who have been added to the affiliate programme by AvPay manually, upon your use of the Affiliate Link, the Affiliate acknowledges joining the affiliate programme and that they have read the terms and conditions of this Agreement, understand them and agree to be bound by them.