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Privacy Statement
Travelcard International / BT & Sons Limited (“We” or “TCI”) are committed to protecting and respecting your privacy.
This privacy statement (together with our terms and conditions and any other policies referred to in it)
explains what information we gather about you, what and how we use that information, the lawful
basis on which that information is used and who we give that information to. It also sets out your
rights and our obligations in relation to your information and who you can contact for more
information or queries.
Who this privacy statement applies to and what it covers
This privacy statement sets out how we will collect, handle, store and protect information about you
when providing services to you or our clients, or performing any other activities that form part of the
operation of our business TCI.
This privacy statement also contains information about when we share your personal information
with other members of our group and other third parties (for example, third parties carrying out due
diligence activities on our behalf).
In this privacy statement, your information is sometimes called “personal data” or “personal
information”. We may also sometimes collectively refer to handling, collecting, protecting and storing
your personal information as “processing” such personal information.
We understand the importance of protecting children’s privacy. Our website is not designed for, or
intentionally targeted at, children. It is not our policy to intentionally collect or store information about

What information we collect
We may collect and process personal data about you because you give it to us, because other
people give that data to us (for example, third party service providers that we use to help operate our
business) or because it is publicly available.
The personal data that we collect or obtain may include: your name; age; date of birth; gender;
e-mail address; home address; country of residence; lifestyle and social circumstances (for example,
your pastimes); employment and education details (for example, the organisation you work for, your
job title and your education details); your IP address; your browser type and language; your access
times; complaint details; details of how you use our products and services; details of how you like to
interact with us and other similar information.
We may collect and process personal data about you that you give to us, as follows:
1- If you provide information to us by filling in forms on our website. This may include information
provided at the time of registering, subscribing to any of our services, posting material, sending
messages and posting in WorkStream, giving reviews, making or receiving payments through your
TCI User Account or requesting further services.
2- Details of transactions and projects you carry out via our website.
3- We may ask you for information when you report an issue or concern or we have or receive a
complaint or query about you (whether or not a formal dispute is raised).
4- We may keep a record of correspondence between you and us.
5- We may ask you to complete surveys that we use for research purposes, although you do not have
to respond to them.
6- Details of the messages you send and receive using WorkStream including without limitation, when
you sent or received a message and the contents of that message. Messages are not private and are
not confidential.
We may collect and process personal data about you from other sources as follows:
7- We may collect or obtain personal data from you because we observe or infer that data about you
from the projects you undertake, or the way you interact with us or others. For example, to improve
your experience when you use our website and ensure that it is functioning effectively, we (or our
service providers) may use cookies (small text files stored in a user’s browser) and Web beacons
which may collect personal data. Additional information on how we use cookies and other tracking
technologies and how you can control these can be found in our Cookie Notice.
8- We sometimes supplement the information that you provide with information received from third
parties. For instance, credit reference agencies, search information providers, PayPal,Braintree,Stripe,Transferwise and other companies (subject to their privacy policies and applicable law), and from other accounts we have
reason to believe you control (whether in part or in whole).
9- Where we are provided with personal data about you by any third party such as a service provider,
we take steps to ensure that that third party has complied with the privacy laws and regulations
relevant to that information; this may include, for example, that the third party has provided you with
notice of the collection (and other matters) and has obtained any necessary consent (if applicable) for
us to process that information as described in this privacy statement.

Employee Data
We collect personal data about our prospective, current and former employees (including contingent
workers, providers and interns) as follows: basic identification information, such as your name, title,
position, professional history, experience, and contract details.
For current employees, we usually collect in addition to the above:
1- Detailed identification information including passport numbers, right to work documentation, private
email and/or postal address and country of residence.
2- Electronic identification data (e.g. email address, login information, badge number, online
identifiers/cookies, log files, connection time).
3- Education and employment information (e.g. remuneration, bonuses, insurance and other benefits
information, employment dates, position information such as title, attendance information including,
where relevant, illness or leaves of absence for medical or other reasons, language skills and
education details , pensions information including entitlements and recruitment information including
job applications, CVs, job history and references.
4- Financial information (e.g. bank account details, and tax-related information).
5- National registry number, social security number or local equivalent.
6- In some cases, the personal data we collect may also include so called ‘sensitive’ or ‘special
categories’ of personal data, such as details about your: dietary requirements, health (for example,
so that we can make reasonable accommodations for you in our buildings, products and services)
and sexual orientation (for example if you provide us with details of your spouse or partner).
7- The types of personal data and special categories of personal data that we collect may vary
depending on the nature of the services that we provide to you. In some rare circumstances, we
might also gather other special categories of personal data about you because you volunteer that
data to us or we are required to gather that data as a result of legal requirements imposed on us.

Use of personal data
We will use your personal data to fulfil your requests and we will ask only for data that is adequate,
relevant and not excessive for those purposes. Where we send you information for any purpose, it
may be sent by e-mail or post.

When we ask you for personal data it may include the following purposes:
1- We or our agent affiliate may contact you occasionally to inform you of new products and services we will be
2- We may send you regular updates on issues we think will be of interest to you;
3- We may send you requested information on our products and services;
4- We may use your personal data for marketing purposes and market research;
5- We may use your personal data internally to provide you with the services offered by us via this
website, to administer this website and to help us improve our services.
6- We may use your personal data for managing and making information available to third party
service providers (e.g. providers of due diligence services or in order to support our information
technology) and our affiliates.
7- We may use your personal data to allow you to participate in interactive features of our service
when you choose to do so;
8- We may use your personal data to notify you about changes to our services, terms and
conditions, policies or website.
9- We may use your personal data to manage risk, or to investigate, detect, prevent, and/or
remediate fraud, suspected fraud or other potentially illegal or prohibited activities.
10- We may use your personal data pursuant to applicable legal or regulatory requirements or to
respond to requests and communications from competent authorities (including courts and
11- We may use your personal data for the services we receive from our professional advisors, such
as lawyers, accountants and consultants.
12- We may use your personal data for protecting our rights, those of our clients, or protecting those
of our affiliates.
None of the information that we request from you is mandatory. However, where such information is
not provided to us, TCI may be unable to identify, protect, or return your money or assets.
The legal grounds we use for processing personal information
We are not allowed to process personal information if we do not have a valid legal ground. Therefore,
we will only process your personal information for the purposes outlined above because:
1- of our legitimate interests in the performance of activities that form part of the operation of our
2- of our legitimate interests in the effective and lawful operation of our business so long as such
interests are not outweighed by your interests or fundamental rights and freedoms;
3- of the legal and regulatory obligations that we are subject to, such as keeping records for tax
purposes or providing information to a public body or law enforcement agency; or
4- the information is required in order to carry out the activities that form part of the operation of
our business(e.g. the processing is necessary to perform our contractual obligations towards
Examples of the ‘legitimate interests’ referred to above are:
5- to benefit from cost-effective services (e.g. we may opt to use certain IT platforms offered by
6- to verify the accuracy of information provided by a third party;
7- to prevent fraud or criminal activity;
8- to safeguard the security of our IT systems, architecture and networks, and of our physical
premises; and
9- to exercise our rights under Articles 16 and 17 of the Charter of Fundamental Rights, including
our freedom to conduct a business and right to property.
To the extent that we process any sensitive personal data relating to you for any of the purposes
outlined above, we will do so because either: (i) we are required by law to process that data in order
to ensure we meet our ‘know your client’ and ‘anti money laundering’ obligations (or other legal
obligations imposed on us); (ii) the processing is necessary to carry out our obligations under
employment, social security or social protection law; (iii) the processing is necessary for the
establishment, exercise or defence of legal claims; or (iv) you have made the data manifestly public.
We may, from time to time, e-mail or post you information to make you aware of our other similar
products and services which may be of interest to you. If you do not wish to receive emails or post
from us for these purposes, or if you want to be removed from our electronic mailing list you can
either select “unsubscribe” from any of the marketing emails that we send or alternatively contact us.
Anonymous data collected through this website
In addition to the information we collect as described above, we use technology to collect
anonymous information about the use of our website. For example, our web server automatically
logs which pages of our website our visitors view, their IP addresses and which web browsers our
visitors use. This technology does not identify you personally, it simply enables us to compile
statistics about our visitors and their use of our website.
Our website contains hyperlinks to other pages on our website. We may use technology to track how
often these links are used and which pages on our website our visitors choose to view. Again this
technology does not identify you personally – it simply enables us to compile statistics about the use
of these hyperlinks.
Links to other websites
This website may contain hyperlinks to websites that are not operated by us. These hyperlinks are
provided for your reference and convenience only and do not imply any endorsement of the activities
of these third-party websites or any association with their operators. We do not control these
websites and are not responsible for their data or privacy practices. We urge you to review any
privacy policy posted on any site you visit before using the site or providing any personal data about
In order to collect the anonymous data described in the preceding paragraph, we may use temporary
“cookies” that remain in the cookies file of your browser until the browser is closed. Cookies by
themselves cannot be used to discover the identity of the user. A cookie is a small piece of
information which is sent to your browser and stored on your computer’s hard drive. Cookies do not
damage your computer. You can set your browser to notify you when you receive a cookie.
This enables you to decide if you want to accept it or not. We also use your IP address to help
diagnose problems with our server and to administer our website. An IP address is a numeric code
that identifies your computer on a network, or in this case, the internet. Your IP address is also used
to gather broad demographic information. We may also perform IP lookups to determine which
domain you are coming from (i.e.:, to more accurately gauge our users’
Disclosure of your personal data
In connection with one or more of the purposes outlined in the “Use of personal data” section above,
we may disclose details about you to: our affiliates; third parties that provide services to us and/or
our affiliates, such as our lawyers; competent authorities (including courts and supervisory or other
authorities); your advisers or where applicable, your employer; credit reference agencies or other
organisations that help us make decisions and reduce the incidence of fraud; and other third parties
that reasonably require access to personal data relating to you for one or more of the purposes
outlined in the “Use of personal data” section above.
Where you have chosen to connect your TCI account to your Facebook or LinkedIn or Twitter and other social account online we
may share, disclose, and transfer personal data to Facebook or LinkedIn and the others, as applicable. This
permission will be requested when you connect your accounts. If you have given this permission you
may then disable this function at any time by changing your Facebook, LinkedIn or TCI account
settings (as applicable).
Where appropriate, before disclosing personal data to a third party, we contractually require the third
party to take adequate precautions to protect that data and to comply with applicable law.
Where you have consented, we may also share your personal data with other companies within our
group of companies who may contact you about their products or services that may interest you.
Please note that some of the recipients of your personal data referenced above may be based in
countries outside of the European Union whose laws may not provide the same level of data
protection. Those countries currently include United Kingdom, France and the United States of America. In
such cases, we will ensure that there are adequate safeguards in place to protect your personal data
that comply with our legal obligations. To ensure this level of protection for your personal
information, we typically use a data transfer agreement with the recipient based on standard
contractual clauses approved by the European Commission. We use OVH servers to save your data,  your data will be safe. A copy of these clauses are available
by requesting our Supplier Data Protection Addendum from
Protection of your personal data
All TCI personnel accessing personal information must comply with the internal rules and processes
in relation to the processing of personal data to protect them and ensure the confidentiality of such
We have also implemented adequate technical and organisational measures to protect personal data
against unauthorised, accidental or unlawful destruction, loss, alteration, misuse, disclosure or
access and against all other unlawful forms of processing. These security measures have been
implemented taking into account the state of the art of the technology, their cost of implementation,
the risks presented by the processing and the nature of the personal information, with particular care
for sensitive information.
Although we use appropriate security measures once we have received your personal data, the
transmission of data over the internet (including by e-mail) is never completely secure. We
endeavour to protect personal data, but we cannot guarantee the security of data transmitted to us
or by us.
How long we keep your information for?
We will hold your personal data on our systems for the longest of the following periods: (i) as long as
is necessary for the relevant activity (which is typically 7 years); (ii) any retention period that is
required by law or regulation; or (iii) the end of the period in which litigation or investigations might
arise in respect of our activities.
Your rights
You have various rights in relation to your personal data. In particular, you have a right to:
o request a copy of personal data we hold about you
o ask that we update the personal data we hold about you, or correct such personal data that
you think is incorrect or incomplete
o ask that we delete personal data that we hold about you, or restrict the way in which we use
such personal data
o object to our processing of your personal data
o ask that we restrict our processing of your personal data; and
o ask for the portability of personal data – receive the Personal Data you have provided to us in
a structured, commonly used and machine-readable form and transmit it to another data
To exercise any of your rights, or if you have any other questions about our use of your personal
data, please contact us at
Right to complain
If you are unhappy with the way we handled your personal information or any privacy query or
request you have raised with us you also have a right to complain to a data protection authority in
the place where you live or work, or in the place where you think an issue in relation to your data has
arisen. A list of national data protection authorities can be found here?.
Changes to our privacy statement
We may modify or amend this privacy statement from time to time.
To let you know when we make changes to this privacy statement, we will amend the revision date at
the end of this page. The new modified or amended privacy statement will apply from that revision
date. Therefore, we encourage you to periodically review this statement to be informed about how
we are protecting your information.
If you have any questions, comments or requests regarding this privacy statement contact us to

Last updated: May 25, 2018

Affiliate Terms&Conditions


These Terms & Conditions apply to participants in the TopTravelCard Affiliate Programme (the
In these Terms & Conditions, “Company”, “we”, “us”, and “our” means Travelcard International
Limited, a company registered in England and Wales under number 10536426 whose registered
office is at Clarence Road, Southsea, England, PO5 2DN.
In these Terms & Conditions, “Affiliate”, “you” and “your” means the individual, business or entity
that is applying to become a participant in the Programme and who will accept these Terms &
Conditions upon joining the same. Each of the Company and the Affiliate being a “Party” and
together the Company and the Affiliate are the “Parties”.
These Terms & Conditions set out the terms between you and us under which you may
become an Affiliate. By registering for the Programme you are accepting these Terms &
Conditions and you agree to be bound by them and shall enter into a binding agreement
with us (the “Agreement”) provided, that this Agreement shall not be effective until we
determine that you are eligible to participate in the Programme as further described in
Section 2.
Please note that that by signing up to be an Affiliate, you agree to both these Terms and Conditions
and any additional terms, guidelines and policies applicable that are disclosed to you in connection
with the Programme and any of the services contained therein. All such terms, guidelines and
policies are incorporated into these Terms and Conditions by reference. To the extent there is any
conflict between these Terms and Conditions and additional terms, guidelines and policies, these
Terms and Conditions will take precedence.
1. Definitions and Interpretation
1. In these Terms & Conditions the following terms shall have the following
“Affiliate Dashboard”
“Business Day”
means the affiliate administration area made available to
Affiliates after they have been accepted by the Company;
means any day other than Saturday or Sunday that is not
a bank or public holiday;
“Commencement Date”
“Commission Fee/
means the date of your acceptance to the Programme;
means the fee payable by the Company to the Affiliate
under the Programme for each Transaction generated by
the Affiliate;
“Commission Rate” means the percentage of commission paid on net sales
profit as set out in clause 7;
means all business, technical, financial or other
information created or exchanged between the Parties in
the course of fulfilling their obligations under this
any entity and/or individual which purchases the Services
through the Affiliate;
“Intellectual Property
means any rights subsisting in a copyright work, trade
mark, patent or design and shall be construed in
accordance with the Copyright Designs and Patents Act
1988, Trade Marks Act 1994 and Patents Act 1977;
“Registered Email
means the email address of the Affiliate as provided as
part of the Registration Data;
“Registration” means the online application that the Affiliate must
complete and submit in order to enrol on the Programme;
“Registration Data” means the information provided by the Affiliate when
registering for enrolment in the Programme (including all
forms, documents, and certifications as may be required
to satisfy any tax obligations with respect to payments
under this Agreement);
“Services” mean the services and/or products that are available for
sale through the Company’s website and any other
products and/or services offered by the Company and
made available to the Affiliates for sale to Customers.
means the term of the Agreement, as defined in clause 14
of these Terms & Conditions, during which the Affiliate
participates in the Programme;
means the purchase of the Services by a Customer
via the Affiliate, which occurs when the Affiliate sells
one or more of the Services through the Website to
a Customer and the Company receives a fully
settled payment for the sale of such Services;
Value added tax chargeable under the Value Added Tax
Act 1994; and
means the Company’s website at any time and from time
to time available at, and
including the Affiliate Dashboard, all databases, software,
infrastructure the Company makes available to Affiliates
for use. Website includes all future versions and
replacements of, and successors to, the site.
2. A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
3. A reference to a company shall include any company, corporation or other
body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the
plural and in the plural include the singular.
5. Unless the context otherwise requires, a reference to one gender shall include
a reference to the other genders.
6. A reference to a statute or statutory provision is a reference to it as amended,
extended or re-enacted from time to time.
7. A reference to writing or written includes faxes and e-mail.
2. Enrolment in the Programme
1. The Company operates the Website for the purpose of marketing and selling
the Services contained therein to Customers.
2. The Company has developed and operates the Company Affiliate Programme,
which allows Affiliates to earn money by selling the Services made available
by the Company through the Website. Under the Programme there are
different Affiliate levels: 1) Agent Plan 2) Manager Plan and 3) Platinum
Plan. Each Affiliate level grants you different rights and accesses which may
be subject to change from time to time at our own discretion. All Affiliate
levels require you to pay us a one-off set up fee of £25 Sterling Pounds (GBP)
(or Euros or US Dollars, as may be applicable) in order to set up the access of
the Affiliate Dashboard. In addition, some Affiliate levels (for example, the
Manager Plan and the Platinum Plan) also require you to pay us an annual
fee. All fees applicable and payable by the Affiliates to the Company as
updated from time to time are published and currently available
3. To join the Programme a prospective Affiliate must first complete and submit
the online application which can be found at: In order to become
authorised as an Affiliate you must be accepted by us, we will evaluate your
application in good faith and will notify you of your acceptance or rejection
in a timely manner.
4. By enrolling in the Programme you represent that you have not been
previously removed from or prohibited from joining the Programme; and
agree that the information you provide to us upon Registration and at all other
times, including the Registered Email Address and other Registration Data, is
true, accurate, up-to-date and complete to the best of your knowledge. You
must inform us immediately of any changes in your Registration Data and
any other information you provide us.
5. If you are an individual, you must be at least 18 years of age to join the
Programme. The Company Affiliate Programme and the Services are not
available to persons under the age of 18. If you are applying on behalf of a
business, company or any other legal entity, you represent and warrant that
you are an authorized representative with the authority to bind that business,
company or legal entity to these Terms and Conditions, and agree to these
Terms and Conditions on behalf of such business, company or legal entity.
Furthermore, in the case of a limited company, the Affiliate undertakes to
provide the Company with the Affiliate’s full registered name, company
registration number, registered office, trading address (if different) and VAT
number if registered.
6. By enrolling in the Programme the Affiliate consents us to publish the
Affiliate’s name and web address etc. and to sending newsletters etc. to the
Affiliate’s Registered Email Address and using the information given by the
Affiliate for marketing purposes.
7. We will evaluate your application and notify you of its acceptance or
rejection. We will determine your eligibility at our sole discretion. If we reject
your application or terminate your account in connection with any violation
or abuse, including, but not limited to any violations of these Terms and
Conditions, you cannot attempt to re-join the Programme without our advance
written authorization.
8. If your application is successful and you have been accepted as an Affiliate,
provided you paid us a one-off set up fee of £25.00 GBP (or Euros or US
Dollars, as may be applicable), you will be given access to the Affiliate
Dashboard which provides real-time Programme statistics, activities and data
relating to Commission Fees (“Reporting Data”). You acknowledge and
agree that all Reporting Data is and will at all times be exclusively owned by
us and will remain our Confidential Information. In order to access the
Affiliate Dashboard you will have to create an account which will be used to
identify you as member of the Programme.
9. You are solely responsible for maintaining the confidentiality of your account
and password, for restricting access to your computer, and for all activities
that occur under your account and/or password.
10.Unless expressly permitted in writing by us, you may not sell, rent, lease,
share or provide access to your account to anyone else, including without
limitation charging anyone for access to administrative rights on your
account. We reserves all available legal rights and remedies to prevent
unauthorized use of the Website and Services contained therein, including,
but not limited to, technological barriers, IP mapping, and, in serious cases,
directly contacting your Internet Service Provider (ISP) regarding such
unauthorized use. We have the right to disable any account, user identification
code or password at any time if in our reasonable opinion you have failed to
comply with any of the provisions of these Terms and Conditions.
11.If you have reason to believe that your account is no longer secure (e.g., in
the event of a loss, theft or unauthorized disclosure or use of your account,
password), you must promptly notify us at
12.We review account information to assess Transactions and Commissions. You
warrant that the information you provide us associated with your account is at
all times true, complete, accurate, and up-to-date, and agree to notify us
immediately of any changes in the information by updating the information in
the Affiliate Dashboard.
13.We do not guarantee that the Website and the Affiliate Dashboard will always
be available or the access will be uninterrupted. We may suspend, withdraw,
discontinue or change all or any part of the Website and/or Affiliate
Dashboard without notice. We will not be liable to you if for any reason the
Website or Affiliate Dashboard is unavailable at any time or for any period.
14.You are responsible for making all arrangements necessary for you to have
access to the Website.
15.You are also responsible for ensuring that all persons who access the Website
through your internet connection are aware of these Terms and Conditions
and other applicable policies, and that they comply with them.
16.We do not guarantee that the Website will be secure or free from bugs or
17.You are responsible for configuring your information technology, computer
programs and platform in order to access the Website and the Services. You
should use your own virus protection software.
18.You must not misuse the Website by knowingly introducing viruses, trojans,
worms, logic bombs or other material which is malicious or technologically
harmful. You must not attempt to gain unauthorised access to the Website, the
server on which the Website is stored or any server, computer or database
connected to the Website. You must not attack the Website via a denial-ofservice
attack or a distributed denial-of service attack. By breaching this
provision, you would commit a criminal offence under the Computer Misuse
Act 1990. We will report any such breach to the relevant law enforcement
authorities and we will co-operate with those authorities by disclosing your
identity to them. In the event of such a breach, we will terminate this
Agreement immediately.
19.We may update the Website from time to time, and may change the content at
any time. We do not guarantee that the Website, or any content on it, will be
free from errors or omissions. Although we make reasonable efforts to update
the information on the Website, we make no representations, warranties or
guarantees, whether express or implied, that the content on the Website is
accurate, complete or up-to-date.
20.You agree that our Privacy Policy (as may be updated from time to time)
governs how we collect, use, and disclose your personal information. You
acknowledge and agree that the information associated with any Transaction,
the Services, or any use of the Website belongs to us.
21.We may provide other third party content on the Website and Services
(“Third-Party Content”). We do not control or endorse any Third-Party
Content and make no representation or warranties of any kind regarding the
Third-Party Content, including without limitation regarding its accuracy or
completeness. Please be aware that we do not create Third-Party Content,
update, or monitor it. Therefore we are not responsible for any Third-Party
Content. Where the Website contains links to other sites and resources
provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
22.As an Affiliate, you are free to display pricing and other information relating
to the Services. It is your responsibility to keep such information up-to-date
through your own efforts; we will not provide pricing information updates to
you. We reserve the right to alter pricing at any time in accordance with our
own policies. Prices and availability of Services may vary from time to time,
from Affiliate to Affiliate and from region to region. We will use
commercially reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any particular Service.
1. Customers that purchase Services through the Affiliate network will be
deemed to be our Customers. Accordingly, all of our rules, policies, and
operating procedures concerning orders, products and Services will apply to
those Customers. We may change our policies and operating procedures at
any time.
2. Your only remedy with respect to any dissatisfaction you might have with (i)
the Programme, (ii) any term of these Terms and Conditions, (iii) any policy
or practice relating to the Website and the Services, or (iv) any content or
information contained on the Website or related to the Services is to terminate
this Agreement, be removed from the Programme and to discontinue your use
and access of any and all parts of the Website and the Services.
2. Company’s Obligations
1. The Company shall be responsible for developing, operating and maintaining
the Website and the Affiliate Dashboard.
2. The Company shall collect and pay to the Affiliate all amounts due to the
Affiliate arising from this Agreement.
3. The Company shall be responsible for tracking the volume of Transactions
and revenue generated by the Affiliate and shall provide the Affiliate with a
real-time report available via the Affiliate Dashboard setting out Transactions
generated by the Affiliate, together with all amounts due to the Affiliate in
respect of this Agreement.
4. The Company shall be responsible for the collection of revenues from
Customers who have purchased the Services via the Affiliate, and for all order
processing, including but not limited to payment processing, cancellations,
refunds and related services.
5. This Agreement is non-exclusive and does not prevent or restrict the
Company from entering into similar or different agreements with third
parties. The Company makes no representation that the terms of this
Agreement are similar to or the same as the terms of any other agreement it
has entered or may enter into with any third party.
3. Obligations of the Affiliate
1. The Affiliate warrants that he is at least 18 years of age (being a natural
person), or that it has the full corporate right, power and authority to enter
into this Agreement and to perform the acts required hereunder (being a legal
2. The Affiliate warrants that its participation in the Programme will not violate
any applicable laws, ordinances, rules, regulations, orders, licenses, permits,
industry standards, judgments, decisions, or other requirements of any
applicable governmental authority (including all such rules governing
communications and marketing); and that the execution of this Agreement,
and performance of the obligations and duties hereunder, do not and will not
violate any agreement to which the Affiliate is a party or by which the
Affiliate is otherwise bound.
3. Affiliates are solely responsible for their conduct when using the Website and
accessing the Services, and for ensuring that they conform at all times to all
applicable laws and regulations in force from time to time.
4. The Affiliate shall use all reasonable commercial efforts to promote and sell
the Services available for sale through the Website so as to generate the
maximum number of Transactions.
5. The Affiliate agrees to comply with these Terms and Conditions and all other
terms, guidelines and policies applicable. You must promptly provide us with
any information that we may reasonably request to verify your compliance
with this Agreement.
6. The Affiliate shall provide the Company with all co-operation in relation to
this Agreement, and all access to such information as may be required by the
Company, as is necessary for the proper performance of the Company’s
obligations under this Agreement.
7. The Affiliate warrants that the information provided to the Company in
connection with the Programme is true, correct, and complete at all times.
The Affiliate also undertakes to notify the Company immediately of any
changes to the information.
8. The Affiliate warrants that each Customer submitted to the Company and
Transaction generated is valid, genuine and not fraudulent.
9. The Affiliate undertakes to notify the Company immediately of any known or
suspected improper or wrongful use of the Website, the Programme and the
Services in any way whatsoever.
10.The Affiliate represents and warrants:
1. to use the Website only for lawful purposes;
2. not to use the Website and access the Services in any way that breaches any applicable local,
national or international law or regulation including, without limitation, laws governing
intellectual property and other proprietary rights, data protection and privacy;
3. not to use the Website and access the Services in any way that is unlawful or fraudulent, or
has any unlawful or fraudulent purpose or effect;
4. not to use the Website and access the Services to knowingly transmit any data, send or
upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke
loggers, spyware, adware or any other harmful programs or similar computer code designed
to adversely affect the operation of any computer software or hardware;
5. not to, nor permit and/or allow others to: adapt, alter, modify, decompile, translate,
disassemble, or reverse engineer the Website or any component thereof, including without
limitation, the source code (if applicable) and any other underlying ideas or algorithms of
the Website or the Programme. The Affiliate shall not use the Website or the Services or any
materials incident thereto to reproduce, duplicate, copy or create derivative works based
upon the Website, or any part thereof. If the Website is modified by the Affiliate, including
in violation of this Agreement, such modifications shall be the sole and exclusive property of
the Company and the Company shall own all of the rights, title and interests to such
modifications and any resulting computer software, including (but not limited to) any and all
copyrights, patents and trade secrets related thereto;
6. not to access without authority, interfere with, damage or disrupt any part of the Website,
server, software application, equipment or network used and/or licensed by the Company by
means of any robot, spider, scraper, crawler or other automated means for any purpose, or
bypass any measures the Company may use to prevent or restrict access to the Website,
server, software application, or other computer resource owned, used and/or licensed by the
7. not to upload, provide, transmit, or store any information and content that is inaccurate,
unlawful, infringing of any third party right, invasive of privacy, or any other intellectual
property or proprietary right, or otherwise objectionable;
8. not to interfere with, disrupt or damage the operation of the Website and/or the Services or
any user’s enjoyment of them, by any means; and not to damage, disable, overburden or
impair the functioning of the Website in any manner;
9. not to impersonate any person or entity, falsely claim an affiliation with any person or entity,
or access accounts of others without permission;
10.not to relay email from a third party’s mail servers without the permission of that third party.
1. The Affiliate represents and warrants that any information and content
uploaded and provided to the Company in connection with the Services or
otherwise, is accurate, genuine, and comply with applicable law in the UK
and in any country from which they are provided. Furthermore, the Affiliate
represents and warrants that it has obtained the consent of the Customer prior
to uploading and providing any information belonging to that Customer. The
Affiliate will be liable to us and agrees to indemnify us for any breach of this
warranty (this means you will be responsible for any loss or damage we suffer
as a result of your breach of warranty).
2. We reserve the right to disclose your identity to any third party who is
claiming that any information or content provided by you constitutes a
violation of their intellectual property rights, or of their right to privacy.
3. Any violation of the foregoing is a breach of these Terms and Conditions and
may result in, among other things, termination of this Agreement. We also
reserve the right to withhold (and you agree you will not be eligible to
receive) Commission Fees otherwise payable to you under this Agreement.
2. Company / Affiliate Relationship
1. You and we are, and will remain at all times, independent contractors, and
nothing in these Terms & Conditions shall constitute, or be deemed to create,
a partnership, an agency, employment, fiduciary, representative between the
Parties. You will not represent yourself to be an employee, representative, or
agent of us.
2. Subject to any express provisions to the contrary in these Terms &
Conditions, you shall have no right or authority to and shall not do any act,
enter into any contract, make any representation, give any warranty, incur any
liability, assume any obligation, whether express or implied, of any kind on
our behalf or bind us in any way.
3. The Affiliate acknowledges and agrees that it has no authority to legally bind
the Company in relation to Customers or anyone else and that it has not been
appointed and is not the agent of the Company for any purpose. The Affiliate
agrees that it shall not make to anyone any representation or commitment
about the Company, the Website, the Services or any of the products or
services available on the Website.
3. Order Processing
1. We undertake to use our reasonable endeavours to process and fulfil all orders
for Services submitted by the Affiliate.
2. We reserve the right, in our sole discretion, to reject orders that do not comply
with certain requirements that we may establish from time to time.
3. All aspects of order processing and fulfilment, including payment processing,
cancellations and refunds will be our responsibility. In order for Transactions
to be generated the Affiliate must comply with all aspects of the ordering
processing. You undertake to comply with all aspects of the ordering
processing we may establish from time to time, including requesting
Customers to input payment information and to agree to the rules, policies,
and operating procedures concerning the Services via our secure system.
4. Only when the ordering process is properly followed that a Transaction is
generated. We will track Transactions generated by you and will make this
information available to you through our Website; you may log into your
Affiliate Dashboard to review your Transactions and Commissions. To permit
accurate tracking, reporting and Commission accrual, you must ensure that
information provided in relation to any Transactions is accurate, complete and
up to date.
4. Commission and Payment
1. We offer a generous multi-tier commission structure. The Commission Rate
applicable depends on which plan the Affiliate belongs to and if the
Transaction is generated directly by the Affiliate, or indirectly by agent(s) of
the Affiliate (“Group”). The standard Commission Rate for Transactions
generated directly by the Affiliate through the Website is 45% of the net sales
profits. Depending on the actual plan the affiliate belongs to, the Affiliate may
also be entitled to a Commission Rate of 10% of the net sales profits
generated by all the agents of the Affiliate.
2. In addition, the Company may at its sole discretion, invite the Affiliate to
participate in the Company’s partners programme whereby the Affiliate will
receive a Commission which is based on the commission received by the
Company from any of its partners in relation to any Transaction generated by
the Affiliate. Please note that Commission from partners of the Company are
only available if and when the Company at its sole discretion grants the
Affiliate access to its partners programme. Information about the Company’s
partners programme and the applicable Commission Rates is available in the
client manager dashboard.
3. The Company will pay the Affiliate in respect of net profit for each
Transaction in accordance with the Commission Rates, as updated from time
to time, available at:
4. You will be paid Commission at the rates set out in clause 7.3 on the net
profits of sales generated through the Website. In other words, for every sale
of Services to a Customer made by the Affiliate (or any of its agents if
applicable) through the Website, you will receive a Commission Fee that will
be calculated as a certain percentage of the net profit made from the sale less
any: (a) billing and payment costs and all costs associated with the
Transaction, which may include processing charges (e.g. credit card
processing fees) and merchant bank fees; (b) VAT and any other sales taxes;
and (c) returns, refunds, chargebacks, discounts, and credits.
5. Commission is payable on a receipts, not accruals, basis so if the Company
receives no revenue on any Transaction, no Commission is payable.
Commission shall be calculated only once we have received payment in full
from the Services sold by the Affiliate (or any of its agents if applicable)
through the Website to a Customer. Only once payment has been received in
full will Commissions be logged in your Affiliate Dashboard.
6. We reserve the right to modify our Commission Rates at any time. You will
be given 30 Business Days’ prior written notice (the “Notice Period”) of any
such change. You will be given the option to opt out of the Programme within
the Notice Period and will, on the exercise of that option, be paid any
Commission due to you provided it is at least the Commission Threshold.
7. We do not make any representation, warranty, or covenant regarding the
amount of Commission Fees you can expect at any time in connection with
the Programme, and we will not be liable for any actions you undertake based
on your expectations.
8. Commission will be paid to you on a monthly basis within twenty (20) days
after the end of each calendar month, provided your total commission
earnings reach £50 GBP (or Euros or US Dollars, as may be applicable)
(“Commission Threshold”). Commission will not be added to this total until
twenty (20) days after the Transaction has been completed (this time period
reflects the time limit set out in the cancellations policy). In other words, we
will not be obligated to make a payment if the total amount to be paid to you
under this Agreement is less than £50 GBP (or Euros or US Dollars, as may
be applicable), and we may instead accrue such payment obligation until such
time as the overall obligation to you is at least the Commission Threshold.
The Company, in its sole discretion, reserves the right to modify the terms of
the payment schedule and the Commission Threshold at any time. We will
notify you of any such amendment, and such changes shall take effect when
9. You acknowledge that you may be liable to pay tax on any and all
Commissions paid to you. By accepting these Terms & Conditions you
hereby acknowledge that you are solely responsible for the payment of tax on
any income you may generate through your involvement in the Programme.
All sums payable under this Agreement are exclusive of VAT and if VAT is
chargeable it shall be paid in addition. For the duration of this Agreement, the
Affiliate agrees to the Company invoicing the Affiliate for Commission
payable under a self-billing arrangement (which means that the Company will
create the invoice on behalf of the Affiliate). Furthermore, if the Affiliate is
registered for VAT the Affiliate agrees to:
1. within fourteen (14) days of the Commencement Date, provide the Company with its VAT
registration number;
2. not raise VAT invoices for so long as the self-billing arrangement is in place; and
3. notify the Company immediately if the Affiliate ceases to be registered for VAT, transfers its
business as a going concern or becomes registered for VAT under another VAT registration
1. All sums payable under this Agreement will be paid in Sterling Pounds (GBP)
(or Euros or US Dollars, as may be applicable). If we are obligated to pay you
any Commission Fees in a currency that is not Sterling Pounds (or Euros or
US Dollars, as may be applicable), we will convert such Commission Fees at
an exchange rate that we or our bank determine which may include fees and
charges for the conversion.
2. We will pay you any Commission Fees in a payment method that you choose
from the payment options that we will make available for the Programme. To
ensure proper payment, you are responsible for providing and maintaining
accurate contact and payment information through the Affiliate Dashboard.
You can update or change your desired payment form at any time by updating
your profile located in the Affiliate Dashboard. Any changes to your contact
and payment information will not be effective until at least 10 days after
submission to us. The Company, in its sole discretion, reserves the right to
change the payment options available to Affiliates and/or your chosen
payment method at any time. Such change shall take effect when posted.
Please note that we are not responsible for any fees charged by third-parties
(e.g. PayPal, bank or other financial institute) used to receive Commission
3. It is your responsibility to provide us with accurate payment information that
is necessary to issue any Commission Fee to you. You are responsible for
informing us about changes to postal and e-mail addresses, as well as any
changes to your name, email address, contact information, tax identification
number, or other personal information that will impact our ability to issue a
valid Commission payment. If we do not receive the necessary payment
information within 30 days of a Transaction which would otherwise trigger
Commission, the applicable Commission shall not accrue and no Commission
will be owed and paid with respect to such Transaction.
4. If any excess payment has been made to you for any reason whatsoever, we
reserve the right to adjust or offset the same against any subsequent
Commission payable to you under this Agreement.
5. In the event we issue any refund for any reasons including but not limited to
fraud, and where such refunds are not incurred through any fault of ours, you
may be contacted to arrange for the repayment of any related Commission. In
other words, if we pay you a Commission Fee and later issue a refund or
credit for such Transaction (or receive a chargeback related to the
Transaction), we may offset the amount of the Commission Fee we
previously paid you for such Transaction against future Commission Fees or
other amounts that would otherwise be payable to you under this Agreement,
or require you to remit that amount to us.
6. Any attempt by an Affiliate to manipulate, falsify or inflate Commission Fees
to intentionally defraud the Company constitutes a material breach entitling
the Company to immediately terminate this Agreement and will result in
forfeiture of any Commission Fees due to the Affiliate. We reserve the right to
withhold indefinitely and/or to cancel, deny or reject any Commission Fee or
suspend payment of Commission Fees at any time if we, in our sole
discretion, suspect fraud or other improper activity or a potential breach of
any of these Terms and Conditions by the Affiliate.
7. It is the responsibility of the Affiliate to monitor the payment, denial and
withholding of Commission Fees. We are not obligated to actively notify
Affiliates of the status of Commission Fees. If an Affiliate has a question
about a Commission Fee that has been cancelled or withheld, that Affiliate
has 15 days from the day the payment was due to contact the Company to
discuss or reclaim the Commission Fee. Disputes relating Commission Fees
notified to the Company after 30 days from the day the payment was due will
not be accepted and the Affiliate forfeits forever any rights to a potential
claim. Any changes to decisions about cancelled or withheld Commission
Fees are strictly at our sole discretion.
8. The Affiliate acknowledges and agrees that no payments are due under this
Agreement otherwise than as expressly set out in this Agreement.
2. Taxes
1. The Affiliate is responsible for the payment of all taxes and national insurance
payable on any payments made to him by the Company under this
2. Throughout your participation in the Programme, it is your responsibility to
provide us with accurate tax information and any forms, documents, or
certifications as may be required for us to satisfy any information reporting or
withholding tax obligations with respect to any payments under this
3. The Affiliate shall indemnify the Company against any and all liabilities,
assessments or claims in respect of any national insurance contributions,
income tax or other taxation obligations where such liability, assessment, or
claim arises or is made in connection with payments made by the Company to
the Affiliate under this Agreement; or arising from the Affiliate having at any
time claimed or being held or deemed to have been an employee of the
3. Modification
1. We reserve the right, at our sole discretion, to change these Terms and
Conditions at any time. We will give you notice of the changes by posting an
updated version of these Terms and Conditions online, or by emailing you at
the Registered Email Address you provided. Changes to these Terms and
Conditions will be effective as of the date we post them or otherwise notify
you of them, unless we specify a different effective date. Modifications may
include, but are not limited to, changes to Commission Fees, Commission
Rates, payment procedures, payment schedules, Programme eligibility and
Programme rules. If any modification is unacceptable to you, your only
recourse is to terminate this Agreement. Your continued participation in the
Programme following the effective date of any modification (e.g. the date of
our posting of a change or the date specified in any email to you regarding
such modification) will constitute your binding acceptance of the change. If
you do not agree to a change, you must notify us immediately of your
intention to terminate this Agreement, and you must stop using the Website
and participating in the Programme.
4. Disclaimers
5. Intellectual Property Rights
1. The Affiliate acknowledges and agrees that the Company and its licensors
own all Intellectual Property Rights in the Website and all the Services and
products. Except as expressly stated herein, this Agreement does not grant the
Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets,
trade names, design rights, trade marks (whether registered or unregistered),
or any other rights or licences belonging to the Company. All Intellectual
Property Rights relating to the Website and the Services are and shall remain
the property of the Company or its suppliers and licensors as the case may be.
2. Other than as set out expressly in this Agreement, neither Party will acquire
any right, title or interest in any Intellectual Property Rights belonging to the
other Party or to the other Party’s licensors or suppliers.
3. Subject to the limitations set forth above and otherwise in these Terms &
Conditions, upon your entry into the Programme, we grant you a limited, nonexclusive,
non-transferable, revocable royalty free license: (i) to access and
use the Website and the Services solely in accordance with these Terms &
Conditions; and (ii) to use our trade marks and logo and similar identifying
material relating to us (but only in the form(s) that they are provided by us)
(collectively “Licensed Materials”), for the sole purpose of selling the
Services and perform your obligations as an Affiliate under these Terms and
Conditions. We reserve all rights not expressly granted in these Terms &
Conditions. You may not alter, modify, or change the Licensed Materials in
any way. You are only entitled to use the Licensed Materials to the extent that
you are a member in good standing of the Programme. In the event that you
wish to use the Licensed Materials for any purposes outside of these Terms &
Conditions you must not do so without our prior written consent. We may
revoke your license at any time, by giving you written notice. If not revoked,
this license shall terminate upon termination of this Agreement.
4. By accepting these Terms & Conditions you hereby agree that:
1. our trade marks shall remain the property of the Company
unless and until we assign those marks to a third party;
2. nothing in these Terms & Conditions shall be deemed to confer
any ownership rights in our trade marks on you;
3. you shall not contest the validity of our trade marks;
4. you will not make any specific use of the Licensed Materials
for purposes other than selling the Services;
5. you will not use the Licensed Materials in any manner that is
disparaging or that otherwise portrays the Company, its
partners, any employee or representative of the Company in a
negative light.
5. You agree to grant to us a non-exclusive license to utilize your names, titles,
and logos, as the same may be amended from time to time (“Affiliate
Trademarks”), to advertise, market, promote, and publicize in any manner
our rights hereunder; provided, however, that we shall not be required to so
advertise, market, promote, or publicize the Affiliate Trademarks. This license
shall terminate upon termination of this Agreement.
6. You shall notify us immediately if you become aware of any illegal or
unauthorised use of any of our Intellectual Property Rights and will assist us
and/or our partners, suppliers and licensors in taking all necessary actions to
defend the owners’ rights.
6. Indemnity
1. By accepting these Terms & Conditions you agree to defend, hold harmless,
and indemnify us, and/or our subsidiaries, directors, officers, employees,
agents, successors, contractors, suppliers, licensors and partners from and
against any allegation or claim based on, or any loss, damages, settlements,
costs, expenses and any other liabilities (including but not limited to
reasonable lawyers’ fees incurred and/or those necessary to successfully
establish the right to indemnification), arising from or related to:
1. your participation in the Programme;
2. your access to, use or misuse of the Website;
3. your marketing or sale of the Services;
4. any breach of the confidentiality obligations contained in clause 15;
5. any breach of the representations, warranties, and covenants made by you under these Terms
& Conditions;
6. any act or omission by you or your employees, agents or sub-contractors in performing your
obligations under these Terms & Conditions;
7. your violation of the rights of any third party; and
8. any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other proprietary right of any third
1. We reserves the right, at your expense, to assume the exclusive defence and
control of any matter for which you are required to indemnify us, and you
agree to cooperate with us. We will use our reasonable efforts to notify you of
any such claim, action, or proceeding upon becoming aware of it.
2. Liability
1. This clause 13 sets out the entire financial liability of the Company (including
any liability for the acts or omissions of its employees, agents and subcontractors)
to the Affiliate:
1. arising under or in connection with this Agreement and the Programme; and
2. in respect of any representation, misrepresentation (whether innocent or
negligent), statement or tortious act or omission (including negligence)
arising under or in connection with this Agreement.
1. Except as expressly and specifically provided in this Agreement, all
warranties, representations, conditions and all other terms of any kind
whatsoever implied by statute or common law are, to the fullest extent
permitted by applicable law, excluded from this Agreement.
2. Nothing in Terms & Conditions excludes or limits the liability of the
1. for death or personal injury caused by the Company’s negligence; or
2. for fraud or fraudulent misrepresentation; or
3. for any other liability that cannot be excluded or limited by English law.
1. Subject to clause 13.3 the Company shall not be liable whether in tort
(including for negligence or breach of statutory duty), contract,
misrepresentation (whether innocent or negligent), restitution or otherwise
1. the use of, or inability to use, the Website;
2. the use of or reliance on any content provided on the Website, related to the
Services and/or the Programme;
3. any loss or damage caused by a virus, distributed denial-of-service attack, or
other technologically harmful material that may infect your computer
equipment, computer programs, data or other proprietary material due to your
use of the Website or to your downloading of any content on it, or on any
website linked to it;
4. business interruption, any loss of revenue, loss of profits, loss of business,
loss of reputation, loss of anticipated savings, depletion of goodwill and/or
similar losses or loss or corruption of data or information, or pure economic
loss, or for any special, indirect or consequential loss, costs, damages, charges
or expenses however arising under this Agreement or the Programme even if
we have been advised of the possibility of such loss being incurred.
1. We assume no responsibility for the content of websites linked on the
Website. Such links should not be interpreted as endorsement by us of those
linked websites. We will not be liable for any loss or damage that may arise
from your use of them.
2. The Company’s total aggregate liability in contract, tort (including negligence
or breach of statutory duty), misrepresentation (whether innocent or
negligent), restitution or otherwise, arising in connection with the
performance or contemplated performance of this Agreement and the
Programme shall be limited to the amount paid or payable under this
Agreement by the Company to the Affiliate during the twelve (12) months
immediately preceding the date on which the event giving rise to the claim
2. Terms and Termination
1. The term of this Agreement will begin upon our acceptance of your
Programme application (“Commencement Date”) and will end when
terminated by either you or us (“Term”). Either you or we may terminate this
Agreement at any time, with or without cause, by giving the other Party at
least 30 Business Days’ prior written notice of termination.
2. Without prejudice to any other rights or remedies to which the Parties may be
entitled, either Party may terminate this Agreement immediately without
liability to the other if:
1. the other Party has committed a material breach of any term of this
Agreement which breach is irremediable or (if such a breach is remediable)
fails to remedy that breach within a period of 30 days after being notified in
writing to do so;
2. the other Party enters into liquidation whether compulsory or voluntary
(except for the purposes of bona fide reconstruction or amalgamation with the
prior written approval of the other Party), or compounds with or makes any
arrangement with its creditors or makes a general assignment for the benefit
of its creditors, or if it has a receiver, manager, administrative receiver or
administrator appointed over the whole or substantially the whole of its
undertaking or assets, or if it ceases or threatens to cease to carry on its
business, or makes any material change in its business, or if it suffers any
analogous process under any foreign law.
3. Affiliates are only eligible to earn Commission Fees on Transactions
occurring during the Term, and Commission Fees earned through the date of
termination of this Agreement will remain payable only if the Transactions
are not cancelled and comply with all these Terms and Conditions. Please
note that no further Commission Fees will be paid for any Transaction
generated by you after the date of termination. We may withhold accrued
unpaid Commission Fees for a reasonable period of time following
termination of this Agreement to ensure that the correct amount is paid.
4. On termination of this Agreement for any reason:
1. all licences and benefits granted under this Agreement shall immediately
2. the Affiliate must cease to access and use the Website, the Services and any
materials including any download of Reporting Data. We reserve the right to
block or prevent your future access to and use of the Website and Services.
5. If at the date of termination of this Agreement, your Commission balance
equals or exceeds the Commission Threshold, we will pay you your
Commission balance within approximately 30 days after the end of the
calendar month in which this Agreement is terminated. Any Commission
balance below the Commission Threshold will be forfeited.
6. In the event that we terminate this Agreement in accordance with clause
14.2.1, any Commission owed to you at that time shall be forfeited.
7. We will determine, in our sole discretion, whether there has been a breach of
these Terms and Conditions. When a breach of these Terms and Conditions
has occurred, we may take such actions as we deem appropriate, including but
not limited to:
1. termination of this Agreement;
2. suspension of the Affiliate from the Programme, and immediate, temporary or
permanent withdrawal of your right to use our the Website and access the
3. issue of a warning to you;
4. legal proceedings against you.
1. No termination of this Agreement will relieve either Party of any liability for
any breach of, or liability accruing under, this Agreement prior to termination.
2. Upon termination of this Agreement the accrued rights of the Parties as at
termination, or the continuation after termination of any provision expressly
stated to survive or implicitly surviving termination, shall not be affected or
2. Confidentiality
1. Each Party undertakes that it shall not at any time during the Term of this
Agreement, and for a period of three (3) years after its termination, disclose to
any person any Confidential Information, including these Terms and
Conditions, concerning the business, affairs, customers, partners or suppliers
of the other Party (or of any member of the group of companies to which the
other Party belongs), except as permitted by clause 2.2. The foregoing
obligations shall not apply to any information which:
1. at the time of its acquisition was in the public domain; or
2. comes into the public domain through no fault of the receiving
2. Each Party may disclose the other Party’s Confidential Information:
1. to its employees, officers, representatives or advisers who need to know such
information for the purposes of exercising the Party’s rights or carrying out its
obligations under or in connection with this Agreement. Each Party shall
ensure that its employees, officers, representatives or advisers to whom it
discloses the other Party’s Confidential Information comply with this clause
15; and
2. as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
1. No Party shall use any other Party’s Confidential Information for any purpose
other than to exercise its rights and perform its obligations under or in
connection with this Agreement.
2. Each Party hereby agrees and undertakes:
1. that all Confidential Information shall be and shall remain at
all times the sole and exclusive property of the disclosing
2. that its right to use Confidential Information shall wholly cease
upon the termination of this Agreement; and
3. to return to the disclosing Party on termination of this
Agreement all material embodying Confidential Information
(including information stored on digital media) or any part
thereof and all copies thereof.
3. This clause 15 shall survive termination of this Agreement, however arising.
2. Force Majeure
Neither Party shall be in breach of these Terms and Conditions nor liable for any failure or delay in
performing their obligations where such failure or delay results from events, circumstances or
causes beyond its reasonable control. Such events or causes include, but are not limited to, power
failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond
the control of the Party in question. In such circumstances the affected Party shall be entitled to a
reasonable extension of the time for performing such obligations. If the period of delay or nonperformance
continues for six (6) months, the Party not affected may terminate this Agreement by
giving thirty (30) days’ written notice to the affected Party.
The Parties agree that, in the event that one or more of the provisions of these Terms & Conditions
is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed
severed from the remainder of these Terms & Conditions. The remainder of the Terms & Conditions
shall be valid and enforceable.
Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served
under this Agreement shall be in writing and may be sent by email to the other Party’s Registered
Email Address.
19.Entire Agreement
1. These Terms & Conditions shall embody and set forth the entire Agreement
and understanding between the Parties and shall supersede all prior oral or
written agreements, understandings or arrangements relating to the
Programme or the relationship between the Parties. Neither Party shall be
entitled to rely on any agreement, understanding or arrangement not expressly
set forth in these Terms & Conditions, save for any representation made
2. Unless otherwise expressly provided elsewhere in these Terms & Conditions,
this Agreement may be varied only by a document signed by both of the
1. No Waiver
The Parties shall agree that no failure by either Party to enforce the
performance of any provision in these Terms & Conditions shall constitute a
waiver of the right to subsequently enforce that provision or any other
provision of these Terms & Conditions. Such failure shall not be deemed to
be a waiver of any preceding or subsequent breach and shall not constitute a
continuing waiver.
2. Non-exclusivity
The relationship between the Parties shall be and shall remain non-exclusive.
Both Parties are free to enter into similar relationships with other parties.
3. Non-assignment
You may not assign any or all of your rights or obligations under these Terms
& Conditions without our prior written consent, such consent not to be
unreasonably withheld.
4. Third Party Rights
A person who is not a Party to these Terms & Conditions shall not have any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of these Terms & Conditions.
21.Law and Jurisdiction
1. These Terms & Conditions and any dispute or claim arising out of or in
connection with them or their subject matter or formation (including noncontractual
disputes or claims) shall be governed by, and construed in
accordance with, the law of England and Wales.
2. Each Party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with these Terms & Conditions or their subject matter or
formation (including non-contractual disputes or claims).