BUBUL AFFILIATE SCHEME AGREED TERMS
1. ABOUT US
1.1 Company details. Simply Customer Limited (company number 08587386) (we, our and us) is a company registered in England and Wales and our registered office is at Millfields House, Huddersfield Road, Thongsbridge Holmfirth HD9 3JL. Our VAT number is 189428948. We operate the website bubulexpert.com.
1.2 Contacting us. To contact us telephone our customer service team at 01484 905384 or email email@example.com.
- The definitions and rules of interpretation in this clause apply in these Terms.
Affiliate Link: the unique uniform resource locator (URL) provided by us to you that provides a hyperlink directly to the Welcome Page or one or more other pages of the Bubul Website.
BuBul Affiliate Scheme: the scheme operated by us on these Terms under which we agree to pay the Commission Rate to affiliates for sales of our products and services to internet users who have clicked through from the Affiliate Link directly to the BuBul Website.
BuBul Brand Guidelines: the guidelines issued by us prescribing the permitted form and manner in which the BuBul trade mark, logo and other brand elements may be used, including any amendments or additions notified to you, as published from time to time on www.bubulexpert.com.
BuBul Website: the BuBul website at any time and from time to time, currently called BuBul and at www.bubulexpert.com and including the Welcome Page and all databases, software, domain names, infrastructure, products and services that we market for use by individual users. BuBul Website includes all future versions and replacements of, and successors to, the site.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commission Rate: in respect of each Transaction, the rates set out within your personal affiliate dashboard, as we may update them from time to time. We will endeavour to give you as much notice of any changes to such rates as reasonably practicable, but any such changes will be without liability to you.
Contract: the agreement between you and us, subject to these Terms, in respect of your application to join, and your participation in, the Bubul Affiliate Scheme.
Net Revenue: in respect of each Transaction, the gross revenue received by us for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by us to any third party (other than you) in relation to that Transaction.
Transaction: a purchase of any licences offered for sale by us by a User who has clicked through directly to the BuBul Website from the Affiliate Link where that purchase is completed during a single browser session.
User: a user who has clicked through to the BuBul Website from the Affiliate Link.
VAT: Value added tax or any equivalent tax chargeable in the UK or elsewhere.
Welcome Page: the first of the webpages that a User lands on when clicking through to the BuBul Website from the Affiliate Link.
- Clause headings shall not affect the interpretation of these Terms.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- Unless the context otherwise requires:
- words in the singular shall include the plural and in the plural include the singular; and
- a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- A reference to writing or written includes email.
- References to clauses are to the clauses of these Terms.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.9 These Terms and the Contract are made only in the English language.
3. OUR CONTRACT WITH YOU
3.1 Our contract. These Terms apply to the Contract. No other terms are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
You should print a copy of these Terms or save them to your computer for future reference.
3.3 Other terms which will apply. These Terms refer to the following additional terms, which also apply to you:
3.3.3 If you choose to submit an application to join the BuBul Affiliate Scheme, and we accept your application by email, you agree that you will set up an account with Stripe (if you do not already have one) for the purposes of receiving payments from us under the Contract, subject to Stripe’s standard terms which are available from Stripe.
- APPLYING TO JOIN THE BUBUL AFFILIATE SCHEME AND OUR ACCEPTANCE
- Registering your application. Please follow the onscreen prompts to complete the form to register your interest in joining the BuBul Affiliate Scheme. By completing and submitting the registration form you are making an offer to join the BuBul Affiliate Scheme subject to these Terms. Please read these Terms carefully before you submit your registration form to us. If you think that there is a mistake in these Terms, please contact us to discuss.
- Acknowledging receipt of your form. After you submit your registration form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your application has been accepted. Our acceptance of your application will take place as described in Clause 4.4.
- Accepting your application. We will confirm our acceptance to you by sending you an email that confirms that your application to join the BuBul Affiliate Scheme has been successful, at which point the Contract between you and us will be formed. With this acceptance email, you will receive instructions on how to complete your affiliate account registration.
4.4 If we cannot accept your application. If we are unable to accept your application for any reason, we will inform you of this by email and we will not process your registration.
5. OUR OBLIGATIONS
5.1 We will create, and be responsible for developing, operating and maintaining, the BuBul Website in accordance with the Licence Terms and Conditions.
5.2 We will provide you with (or enable you to create in your personal dashboard) one or more unique personalised uniform resource locators (URLs) only for your use to link to the Welcome Page or other webpage of the BuBul Website.
5.3 We will provide to Users clicking through directly from the Affiliate Link access to and use of the BuBul Website in accordance with the Licence Terms and Conditions.
5.4 We will provide you with access to:
5.4.1 a personal dashboard available via the BuBul Website on which you will be able view reports in our standard form of:
18.104.22.168 Occasions when a User has clicked directly through to the BuBul Website from the Affiliate Link;
22.214.171.124 Users who have registered on the BuBul Website after clicking directly through to it from the Affiliate Link;
126.96.36.199 Transactions, together with a statement setting out the amounts due to you in respect of these Terms calculated in accordance with clause 7 below; and
188.8.131.52 whether any User has cancelled their agreement with us for the provision of our products or services; and
5.4.2 BuBul approved marketing copy and literature.
5.5 We may at any time or times without notice to you:
5.5.1 change the name of the BuBul Website;
5.5.2 change the BuBul Brand Guidelines; and
5.5.3 target the BuBul Website at potential customers in such additional country or countries as we choose, provided we maintain that part of the BuBul Website that is directed at the UK.
5.6 We may at any time, in our absolute discretion, on giving notice to you (which may be via your personal dashboard and/or within the BuBul Brand Guidelines) refuse your permission to promote BuBul on any specific social media channel.
5.7 We will request your prior approval for any use of any Affiliate trade mark, domain name, logo or branding that we may wish to make. You will review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
5.8 The Contract is non-exclusive and does not prevent or restrict us from entering into similar or different agreements with third parties. We make no representation that these Terms are similar to or the same as the terms of any other agreement we have entered or may enter into with any third party.
6. YOUR OBLIGATIONS
6.1 You will use reasonable commercial efforts to market and promote the BuBul Website and the products and services available for sale on across any website, in person or social media channel (subject to our right to refuse promotion on any specific social media channel under clause 5.6) so as to generate the maximum number of Transactions.
6.2 You will be responsible for developing, operating and maintaining your website(s) and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, you are responsible for:
6.2.1 the proper functioning and maintenance of all hyperlinks to the BuBul Website; and
6.2.2 compliance with the BuBul Brand Guidelines.
6.3 You will submit to us for prior approval any proposed use of any BuBul trade mark, domain name, logo, and other elements of branding that you may wish to make. We will review the proposed use within a reasonable time (being ordinarily not longer than seven days) and will not unreasonably refuse or delay approval.
6.4 You will not use any other marketing copy or literature in respect of the BuBul Website other than that provided or approved by us.
6.5 You will provide us with:
6.5.1 all co-operation in relation to the Contract; and
6.5.2 all access to such information as may be required by us,
as is necessary for the proper performance of our obligations under these Terms.
6.6 You acknowledge and agree that you have no authority to legally bind us in relation to Users, other users or anyone else and that you have not been appointed as and are not our agent for any purpose. You agree that you will not make to anyone any representation or commitment about us, the BuBul Website or any of the products or services available to be bought on the BuBul Website.
6.7 You will comply with all applicable laws and regulations, including laws relating to data protection, with respect to your activities under the Contract and to your business.
6.8 In the event of any delays in your provision of assistance as agreed by the parties, we may adjust any dates for performance or delivery provided to you as reasonably necessary.
7. CHARGES AND PAYMENT
7.1 We will pay you at the Commission Rate in respect of Net Revenue for each Transaction (Commission).
7.2 Commission is payable on a receipts, not accruals, basis so if we receive no revenue on any Transaction, no commission is payable.
- We will pay you a one-off introductory fee of £100 if you introduce another affiliate to us. This introductory fee will:
- become payable by us when the introduced affiliate has generated £500 revenue (net of VAT) for us from users introduced to us by the introduced affiliate; and
- be paid by us to you thereafter on the next payment date under clause 8.
7.4 You acknowledge and agree that no payments are due to you under the Contract otherwise than as expressly set out in these Terms.
7.5 All sums payable under the Contract are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of the Contract, you agree to us invoicing you for commission payable under a self-billing arrangement and further agree that:
7.5.1 If you are registered for VAT you will provide us via your personal dashboard with your VAT registration number;
7.5.2 for so long as the self-billing arrangement is in place, you will not raise VAT invoices for supplies made under the Contract; and
7.5.3 you will notify us immediately if you cease to be registered for VAT, transfer your business as a going concern or become registered for VAT under another VAT registration number.
7.6 You shall notify us of any change in your contact or address details, via your personal dashboard, and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to your activities under the Contract.
7.7 The reports that are available to you under clause 5.4 shall include a statement of the amounts due from us to you for Transactions in the month to which the report relates. Except in the case of manifest error, we will pay you the amount thereby shown to be due within 14 days after the date of the report.
7.8 All payments made by us to you will be carried out via Stripe Connect, a product which allows Stripe merchants to transfer funds from their own account to other Stripe accounts. You agree to set up an account with Stripe (if you do not already have one) subject to Stripe’s standard terms using a simple on boarding process for the purposes of receiving payments from us under the Contract. This process involves you providing certain information directly to Stripe in order to complete necessary fraud checks and you providing to Stripe the details of the bank account to which you wish to receive payment. Stripe does not share the bank account information with us. You acknowledge and agree that:
7.8.1 Stripe will continually review information you have provided and will notify us if your status changes; and
7.8.2 unless you have set up an account with Stripe and passed the fraud checks, it is not possible for us to make payments to you under the Contract.
8. PROPRIETARY RIGHTS
You acknowledge and agree that we and our licensors own all intellectual property rights in the BuBul Website and all our products and services. Except as expressly stated herein, the Contract does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to us. We reserve all such rights.
- Each party undertakes that it shall not at any time during the Contract or thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients 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.
- Each party may disclose the other party’s confidential information:
- 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 the Contract. 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 9; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 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 the Contract.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
- This clause 9 shall survive termination of the Contract, however arising.
- DATA PROTECTION
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
- You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your website or the marketing or sale of our products or services on that website, provided that:
- You are given prompt notice of any such claim;
- we provide reasonable co-operation to you in the defence and settlement of such claim, at our expense; and
- you are given sole authority to defend or settle the claim.
- LIMITATION OF LIABILITY
- This clause 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
- arising under or in connection with the Contract; and
- in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
- Except as expressly and specifically provided in these Terms, 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 the Contract.
- Nothing in these Terms excludes our liability for:
- for death or personal injury caused by our negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 3:
- we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, 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 the Contract; and
- our 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 the Contract shall be limited to £100 OR the amount paid under the Contract by us to you during the 12 months preceding the date on which the claim arose.
- DURATION AND TERMINATION
- The Contract shall commence as described in clause 3 and shall continue for the period of one year, unless otherwise terminated as provided in this clause 13. After one year, the Contract shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.
- We may terminate the Contract on notice at any time. We will endeavour to give you as much notice of the same as reasonably practicable, but any such termination will be without liability to you.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (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;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
- the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 3.2 to clause 13.3.9 (inclusive).
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
- the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
- there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.
- CONSEQUENCES OF TERMINATION
- On termination of the Contract for any reason:
- all licences and benefits granted under the Contract shall immediately terminate;
- each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
- 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 prejudiced.
- Other important terms
15.1 Force Majeure. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 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 non-performance continues for six months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
- Waiver. No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Rights and remedies. The rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
- If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Entire Agreement.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
- Nothing in this clause shall limit or exclude any liability for fraud.
- Assignment and other dealings.
- You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
- We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
- No Partnership or Agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
- Variation. No variation of the contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Third Party Rights. A person who is not a party to the Contract shall not have any rights under the contracts (rights of third parties) act 1999 to enforce any of its terms.
- Governing Law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
- Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.