THE AFFILIATE GATEWAY TERMS AND CONDITIONS

SERVICES PROVIDER:

Where the Affiliate is based in the United Kingdom: Valuedynamx Limited of 3 More London Riverside, 5th Floor, London, SE1 2AQ United Kingdom trading as The Affiliate Gateway.

Where the Affiliate is based in the United States of America: Valuedynamx Inc. of 7950 Legacy Drive, Suite 700, Plano TX 75024, United States of America trading as The Affiliate Gateway.

(in either case referred to as “The Affiliate Gateway”)

AFFILIATE:

(“the Affiliate”)

WHEREAS:

The Affiliate Gateway (“TAG”) is a registered business name of Valuedynamx Limited/Valuedynamx Inc. The Affiliate Gateway is a network connecting merchants to affiliates and the Affiliate wishes to join The Affiliate Gateway in order to supply a service to Merchants and earn commissions.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1. DEFINITIONS

1.1 “Agreement” means this Agreement.

1.2 “Card Linked Offers” means an amount (either a fixed amount or a percentage of the value of a Qualifying Transaction as detailed in the applicable Card Linked Offer terms and conditions) payable to The Affiliate Gateway by a Merchant and then onwards to the Affiliate as a result of Qualifying Transactions made at that Merchant and/or on that Merchant’s website or mobile app.

1.3 “Card Tracking Software” means the function by which Qualifying Transactions made by Registered Cards are reported to The Affiliate Gateway by Affiliate or by an applicable third-party service provider.

1.4 “Commission” means the payment to Affiliates by The Affiliate Gateway, in compensation for Sales or Referrals of Customers to Merchants.

1.5 “Customer” means the person transacting with the Merchant in such a way as to benefit the Merchant’s business.

1.6 “Merchant” means a party providing products and services to Customers. Customers are referred to the Merchant by the Affiliate via The Affiliate Gateway.

1.7 “Qualifying Transactions” a purchase made by a Customer with Affiliate which meets the terms and conditions of the Card Linked Offer, and which is accurately and properly captured and reported by Card Tracking Software.

1.8 “Referral” means the introduction of a potential Customer to a Merchant by an Affiliate via The Affiliate Gateway.

1.9 “Registered Cards” means payment cards associated in Affiliate’s platform to a Customer.

1.10 “Sale” means a sale of goods, products or services by a Merchant to a Customer. Commission is payable from Merchant to the Affiliate according to the rates the Merchant has agreed with The Affiliate Gateway at that time.

1.11 “The Affiliate Gateway” means the technology which enables the tracking of a Referral of a Customer, to a Merchant, by an Affiliate. This facilitates payment of Commission.

2. THE AFFILIATE GATEWAY

2.1 The Affiliate Gateway provides a network to enable Affiliate to earn Commission by supplying Sales and Referrals to Merchants.

2.2 The Affiliate agrees that The Affiliate Gateway can establish a relationship between the Affiliate and any Merchant being promoted within The Affiliate Gateway network.

2.3 For non-Card Linked Offers, The Affiliate Gateway will provide the Affiliate with a unique tracking link for each Merchant the Affiliate chooses to promote. All such links provided to Affiliate remain the property of The Affiliate Gateway.

2.4 Merchants may change the financial terms of their Agreement or leave The Affiliate Gateway network at any time.

2.5 In addition to standard Sales and Referrals to Merchants, The Affiliate Network may provide access to Affiliate to earn Commission by supplying Sales to Merchants offering Card Linked Offers.

2.6 Where Card Linked Offers are provided, in addition to the rest of the terms of this Agreement, the terms of clause 6 of these terms shall apply.

3. OBLIGATIONS OF AFFILIATE

Affiliate hereby warrants and represents that:

3.1 Affiliate will not use SPAM emailing, or other email practices which result in complaints from potential customers.

3.2 Affiliate will not email communications to potential customers who have not actively opted into email communications from the Affiliate.

3.3 Affiliate will ensure that all postings to newsgroups, blogs, and forums will be in keeping with the rules of the website in question.

3.4 Affiliates will comply with the merchant's content guidelines and Affiliates will adhere to any additional rules associated with The Merchant's programme, as set out in the merchant's program Terms and Conditions.

3.5 Affiliate will adhere to any additional rules associated with specific Merchants’s programmes, as set out in The Affiliate Gateway website.

3.6 Affiliate will not alter any aspect of the property accessed via the network associated with the Merchant or The Affiliate Gateway, including but not limited to; HTML code, cookies, appearance.

3.7 No intellectual property used by Affiliate in the promotion of Merchants’ brands will infringe the rights of any third party. This includes trademarks, slogans, logos and other creative collateral. Affiliate agrees that it shall indemnify The Affiliate Gateway and hold The Affiliate Gateway harmless for any and all claims and all direct, indirect or consequential losses, costs proceedings, damages and expenses awarded against or incurred by The Affiliate Gateway as a result of or in connection with any breach of this clause.

3.8 Any breach of this Section by Affiliate will result in immediate cancellation of the Affiliate account and Affiliate will forfeit any Commissions, both pending and awarded. It is at the sole discretion of The Affiliate Gateway whether these warranties have been breached.

4. COMMISSIONS

4.1 The Affiliate Gateway will pay Commissions to Affiliate at the end of the month following the month in which the Commission due became unconditional. Subject to 4.4 below, payments become unconditional once they are approved and paid by Merchant in accordance with 4.3 below.

4.2 Commission paid to Affiliate is calculated by The Affiliate Gateway software, based on Agreements between Merchants (and/or a third-party representing the Merchants) and The Affiliate Gateway. Commissions may be generated both by generating Sales for Merchants and, for non-Card-Linked Offers, by providing Referrals.

4.3 The Affiliate Gateway collects approved Commissions from Merchants before distributing to Affiliate. Affiliates will receive Commission only when transactions have been approved and paid by the Merchant based on Agreements between Merchants (and/or a third-party representing the Merchants) and The Affiliate Gateway. Affiliate agrees and acknowledges that where Merchant has failed to pay The Affiliate Gateway  any Commissions due for any reason whatsoever, Affiliate shall hold The Affiliate Gateway  harmless from any such losses and The Affiliate Gateway  shall not be responsible for any disputes or claims that may occur between Affiliates and Merchant, and The Affiliate Gateway  shall not be liable for any costs, damages, losses or expenses related to such disputes.

4.4 In the event that fraudulent customer or affiliate activity is detected, or if any transactions turn out to be fraudulent or in any way not bona fide, Commission paid in relation to such transactions will be immediately repayable to The Affiliate Gateway by Affiliate and any unpaid Commission forfeit.

4.5 When a Customer is a user of more than one affiliate site in The Affiliate Gateway network, and interacts with a Merchant site in such a way that a Commission is generated, the Commission will be paid to the most recent referring affiliate, as determined by The Affiliate Gateway (subject to clause 4.6) or, in the case of Card Linked Offers, Commission will be paid to the affiliate as determined by the criteria defined by The Affiliate Gateway.

4.6 Where an affiliate has tracked through a network other than The Affiliate Gateway, the most recent referring affiliate will be determined by technology on the Merchant site, which The Affiliate Gateway neither owns nor controls or failing that shall be determined by The Affiliate Gateway in its discretion.

4.7 If the amount due to Affiliate in any month is less than GBP 50/ USD 50 (excluding any VAT/sales tax element if appropriate), the amount due will be carried over and aggregated with subsequent earnings and paid at the next accounting date when the cumulative amount then due for payment exceeds GBP 50 / USD 50.

4.8 For non-Card Linked Offers, no Commission will be payable if a Customer’s security settings are such that The Affiliate Gateway is unable to track transactions to an Affiliate.

4.9 Commission paid is subject to UK VAT or other equivalent sales tax where applicable.

4.10 Any costs incurred in the making of commission payments such as transfer fees or currency exchanges will be borne by the Affiliate. These costs will be deducted from the commission payable amount.

4.11 The Affiliate agrees that The Affiliate Gateway will raise invoices for Commission in line with the self-billing process detailed below:

(a) The Affiliate Gateway will issue self-billed invoices for all Commission due in accordance with this Agreement. The Affiliate Gateway will complete self-billed invoices showing the Affiliate’s name, address and VAT/sales tax registration number, together with all the other details which constitute a full VAT/sales tax invoice. The Affiliate Gateway will make a new self-billing agreement in the event that their VAT/sales tax registration number changes and will inform the Affiliate if the issue of self-billed invoices will be outsourced to a third party.

(b) The Affiliate will accept invoices raised by The Affiliate Gateway on their behalf until the end of this Agreement. The Affiliate will not raise sales invoices for the transactions covered by this Agreement and will notify The Affiliate Gateway immediately if they change their VAT/sales tax registration number, cease to be VAT/sales tax registered, or sell their business or part of their business.

5. WARRANTY AND LIMITATION ON LIABILITY

5.1 The Affiliate Gateway will use all reasonable endeavours to provide a reasonably extensive and varied selection of Merchants on The Affiliate Gateway site but the Affiliate acknowledges that The Affiliate Gateway cannot and does not give any warranty as to the continuing participation of any particular Merchants and shall not be responsible for any of the Merchant’s actions and/or omissions.

5.2 The Affiliate Gateway will use reasonable endeavours to ensure the continuous functioning of the network but the Affiliate acknowledges that The Affiliate Gateway network will be subject to the actions or omissions of third parties, for which it is not liable, and a reasonable amount of downtime and the Affiliate Gateway does not give any warranty as to the continuing availability of the network.

5.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION THE AFFILIATE GATEWAY MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY THE AFFILIATE GATEWAY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE AFFILIATE GATEWAY DOES NOT WARRANT THAT ANY SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY SERVICES CAN BE CORRECTED. AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE GATEWAY HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY OTHER THAN AS EXPRESSLY STATED IN THIS SECTION.

5.4 IN NO EVENT SHALL THE AFFILIATE GATEWAY BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF THE AFFILIATE GATEWAY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF THE AFFILIATE GATEWAY HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED THE COMMISSION PAID TO THE AFFILIATE. THIS LIMITATION SHALL NOT APPLY TO LIABILITY IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR ANY LIABILITY THAT BY LAW CANNOT BE RESTRICTED.

5.5 Affiliate hereby agrees to indemnify and hold harmless The Affiliate Gateway against any fees, expenses or damages incurred through breach of this Agreement by the Affiliate.

5.6 Affiliate hereby agrees and acknowledges that payment of Commission by The Affiliate Gateway is subject to it first receiving such payment from Merchant (and/or a third-party representing the Merchants). Affiliate agrees to hold The Affiliate Gateway harmless against any unpaid sums as a direct result of Merchant’s failure to approve and/or pay The Affiliate Gateway any approved and owed Commission in question for whatever reason howsoever arising.

6. CARD LINKED OFFERS

The following clause 6 shall only apply in respect of Card Linked Offers.

6.1 Affiliate, or the third-party providing such data, is responsible entirely for the accuracy of any and all Customer data relied upon to identify Qualifying Transactions and The Affiliate Gateway will have no liability for the incorrect recording of Customer data, including but not limited to payment card data. No Customer data will pass between the parties, other than as agreed between the parties to resolve any individual transaction queries.

6.2 Affiliate acknowledges and agrees that provision of Card Linked Offers to their Customers will be subject to terms and conditions in each instance, and Affiliate is required to ensure that all instructions and terms and conditions are made available to Customers at all times.

6.3 Affiliate acknowledges and agrees that Card Linked Offers may be added, withdrawn or have their terms amended at any time, and subject to or without notice, provided that The Affiliate Gateway will ensure that any Card Linked Offers that are completed before such withdrawal or amendment of terms are fulfilled.

6.4 In relation to all Card Linked Offers, the Affiliate shall ensure that any content related to a Card Linked Offer shall contain terms identical or similar to the below wording:

“Offers are provided on an “As Is” and “As Available” basis. The Merchant retains the right to remove or cancel the offer in accordance with the terms of the Card Linked Offer.”

6.5 Affiliate will use reasonable endeavours to remove any Card Linked Offers as soon as reasonably possible from receiving notice from The Affiliate Gateway to remove such Card Linked Offers and in any case within 5 days (unless otherwise agreed by The Affiliate Gateway).

6.6 Qualifying Transactions are identified and captured by Card Tracking Software, the use of which will be agreed to by Customers within the applicable terms and conditions. The Affiliate Gateway shall be responsible for administering Card Linked Offers but will be reliant upon the accuracy of the data provided by Affiliate and its consistency with the Merchant’s records of transactions.

6.7 A Qualifying Transaction in respect of a Card Linked Offer takes place when a Registered Card is used to make a payment with a Merchant in accordance with the published terms and conditions associated with the Card Linked Offer, when details of such transactions are reported to The Affiliate Gateway by Affiliate, and where each such transaction is consistent with the Merchant’s records.

6.8 Every seven (7) days (or such other frequency as determined by The Affiliate Gateway), Affiliate will provide a report to The Affiliate Gateway, (“Transaction Report”) in the format approved by The Affiliate Gateway and incorporating at minimum the data outlined in the specifications document as provided to Affiliate from time to time.

6.9 The Affiliate Gateway will use the date within the Transaction Report provided by Affiliate or an applicable third-party as the basis for an invoice to each Merchant (or as appropriate the third-party agent) requiring payment of the Card Linked Offers due upon completion of the time period(s) in clause 6.11 below.

6.10 Affiliate recognises and accepts unequivocally that Card Linked Offers will arise only upon confirmed Qualifying Transactions recognised by the Merchant(s). Further, each Affiliate recognises that Card Linked Offers (and as a consequence any applicable Commission) are contingent entirely upon remittance by each Merchant of sums due by the invoice. The Affiliate Gateway shall use reasonable endeavours to recover all sums invoiced to Merchants (and/or a third-party representing the Merchants), but where such sums are not received, The Affiliate Gateway shall not be liable to pay any associated Affiliate Commission.

6.11 In recognition of the rights of consumers to return items or to otherwise reverse transactions made with Merchants, the period of time for a Qualifying Transaction to become final, and thus eligible for remittance of Commission may be a period of 30 days or more. Payment from the Merchant of the Card Linked Offer will fall due at a reasonable later date subject to payment terms agreed with each Merchant, and for the avoidance of doubt, payment of Affiliate Commission will not become due, and will not be made until the Card Linked Offer has been paid by the Merchant and received by The Affiliate Gateway.

6.12 Where a dispute or error is alleged by a Customer, The Affiliate Gateway will use reasonable endeavours to facilitate investigation by the Merchant however will have no liability for any errors or omissions in transaction data. Where any dispute results in non- payment of the Card Linked Offer related to the Qualifying Transaction, The Affiliate Gateway will reduce the commission payments accordingly.

7. GENERAL

7.1 The terms of this Agreement do not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between The Affiliate Gateway and the Affiliate. The Affiliate has no authority to act on The Affiliate Gateway’s behalf.

7.2 Neither party is liable to the other by reason of strikes, shortages, riots, storm, explosions, earthquakes, war, acts of God or any other cause which is beyond the reasonable control of such party.

7.3 Communication from the Affiliate to The Affiliate Gateway must be in writing, either by email or by “Royal Mail Recorded Signed For” or similar. Communication from The Affiliate Gateway to Affiliate will be made in writing, by email or posted on The Affiliate Gateway website. Notices will be effective immediately.

7.4 The Affiliate Gateway may assign this Agreement at any time; The Affiliate may not assign this Agreement at any time.

7.5 This Agreement will become binding upon acceptance of the Affiliate to the network by The Affiliate Gateway. The Agreement can be terminated by either party at any time without cause, by providing the other party written notice.

7.6 The Affiliate Gateway is permitted to publicise its relationship with the Affiliate.

7.7 The Affiliate Gateway may change the terms of this Agreement at any time, by serving notice as described above.

7.8 If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.

7.9 Where this Agreement is with Valuedynamx Limited, This Agreement is made under the laws of England and Wales and is subject to the exclusive jurisdiction of the English courts. Where this Agreement is with Valuedynamx Inc., this Agreement is made under the laws of Delaware and is subject to the exclusive jurisdiction of the courts of Delaware.

7.10 This Terms & Conditions was last updated on 21-Jun-2024.