Affiliate Terms And Conditions To Work With WonderDays
This contract (the Agreement is made between WonderDays Ltd (WonderDays), of Jesson House, Stafford Court, Telford, TF3 3BD and you (hereinafter “you” or “Affiliate”).
WonderDays Ltd is an experience day gifts company that also operates an in-house, online web accessible marketing platform (the “WonderDays Affiliate Platform”) (which allows affiliates to participate in partner programmes (the “Service”) known as affiliate marketing programmes. You wish to become an affiliate member of the Service, and promote the business of WonderDays (the “Merchant”) in exchange for the payment of a commission or bounty (the “Commission”). Upon application to the Service, you will be sent a confirmation email to enable you to access the appropriate parts of the WonderDays platform. You must apply to join the programme by emailing WonderDays on affiliates@wonderdays.co.uk for us to consider and either approve or reject your application. Commission will be paid for each valid transaction on the WonderDays website for which you are solely responsible, according to the terms and conditions contained in the Agreement.
Please read this Agreement carefully. If you wish to join the WonderDays platform and participate in the Service, you agree to be bound by all the terms and conditions contained within this agreement.
1. Meanings
Defined terms shall have the following meanings:
1.1. Advertisement means a commercial message, including in banner or text form and displayed on either a website or email, which enables the viewer to click on it to be taken directly via a hyperlink to a specific Internet destination
1.2. Affiliate Account Balance means the amount of money displayed in the affiliate account on the WonderDays website;
1.3. Commission means the payment due to you offered by the Merchant for the successful completion of a valid transaction;
1.4. A Delayed Commission is the commission on a transaction which has not been accepted as a valid transaction by the Merchant
1.5. Direct Loss means any loss characterised at law as direct loss and excludes all indirect, special or consequential loss;
1.6. A Cancelled Commission is the commission on a transaction which has been classified as an invalid transaction by the Merchant
1.7. Intellectual Property Rights means all trade marks (whether registered or unregistered), logos, trade names and copyright and other similar rights (whether now known or in the future created) both in the United Kingdom and all other countries of the world
1.8. Merchant means a company or other person seeking to market its goods and services through commercial message(s), in banner or text form and displayed on either a website or email, which enables the viewer to click on it (or) to be taken directly via a hyperlink to the specific merchant website
1.9. Payment Date means the date on which an affiliate payment falls due. The Payment Date will depend on the terms outlined in Section 3, the settlement method of the merchant for each transaction, the threshold limit chosen by the affiliate, the payment frequency chosen by the affiliate, and the payment method chosen by the affiliate
1.10. Payment Threshold Level means the level of the Affiliate Account Balance in any given month at which WonderDays will pay out by BACs, by cheque or by PayPal the Affiliate Account Balance
1.11. Recall Period means the period during which a Merchant is able to Delay a commission or Cancel a commission
1.12. The Service is an on-line marketing programme operated by WonderDays Ltd
1.13. Valid Transaction means the activity (sale, form completion, enquiry submission, click- though, membership registration etc.) undertaken by a consumer upon the successful completion of which WonderDays has agreed to pay a commission
2. Term and Termination
2.1. The agreement shall commence on the date your account is activated by you following receipt by you of the acceptance email from WonderDays. The Agreement shall continue until the Termination Date. The Termination Date shall be established by either party giving seven days notice in writing of the intention to terminate the Agreement.
2.2. Termination of the Agreement shall not limit the Enforceability, not the amounts of any of the rights nor obligations of the parties that were in existence before the termination date.
2.3. The Affiliate shall acquire no rights of any kind in any Intellectual Property belonging to WONDERDAYS or to any other Merchant introduced to the affiliate by way of the WONDERDAYS affiliate marketing programme.
2.4. WonderDays reserves the right to terminate the Agreement at any time for any material breach of this agreement or of the Merchant affiliate agreement.
2.5. WonderDays reserves the right to terminate the Agreement at any time by providing the Affiliate with seven days notice in writing of the intention to terminate the Agreement.
2.6. Upon termination of the agreement the Affiliate shall immediately remove all advertising and links relating to all members of the WonderDays programme. The Affiliate is not entitled to earn commission after the termination date
3. Payment
3.1. WONDERDAYS agrees to pay the affiliate commissions, bounties and other earnings due from valid transactions tracked via the WonderDays tracking technologies, subject to Term 3.5 according to the following schedule:
3.1.1 For payments by electronic BACs transfer or by PayPal, the payment shall be made monthly, one month in arrears
3.1.2 Commission payments on valid transactions will be made into the WonderDays platform 61 days following a valid, tracked purchase.
3.2. WonderDays agrees to pay VAT due where applicable upon receipt of a valid written request, copy of VAT registration form, and VAT invoice where appropriate
3.3. WonderDays agrees to use all reasonable endeavours to display on the WonderDays platform self-billing invoices detailing the Commissions
3.4. Commission, bounty and other earnings amounts shall be as advertised on the WonderDays platform at the time of the transaction as ‘pending’ commissions.
3.5. Payments will only be made once the Affiliate Account Balance has reached the minimum Payment Threshold Level of £50 for the specified payment method. WonderDays reserves the right to vary the payment threshold level at any time by giving 1 month notice to the Affiliate.
3.6. In the event that the Affiliate Account Balance has not reached the payment threshold level, the Affiliate Account Balance shall accrue until such time that it reaches the payment threshold level, when it shall be paid out. In the event that the Affiliate Account Balance has not reached the level of £50 within a 12 months period, WonderDays reserves the right to close the Affiliate Account and retain the funds, if any, to cover the cost sustained to maintain such account.
3.7. Although WonderDays shall use all reasonable efforts to adhere to the above payment schedule, time shall not be considered of the essence in the making of affiliate payments.
3.8. Commission levels are established WonderDays and may be varied from time to time. The WonderDays may raise commission levels at any time without notice. The Merchant may reduce commission levels by giving email notice to the affiliate. WonderDays will use its best efforts to ensure that 1 month notice is given for all commission reductions. It is the affiliates responsibility to monitor commission levels and ensure that they are in accordance with expectations.
3.9. A Commission during the Recall Period (Pending Commission) may be a Delayed Commission or a Cancelled Commission
3.10. A Cancelled Commission will be deducted from the Affiliate Account. The reason for a Cancelled Commission will be notified to the affiliate via email or via a communication on the affiliate section into the WonderDays platform.
3.11. WonderDays reserves the right not to pay the affiliate for any commissions earned in any month in which a serious material breach of this agreement occurs
3.12. WonderDays reserves the right to deduct an amount from the affiliate account balance equal to any commission paid out or credited for any transaction which proves to have been fraudulent or illegal
3.13. If an affiliate account has a negative balance because of cancelled commissions, then the negative balance shall become due for payment to WonderDays immediately
3.14. WonderDays reserves the right to write off affiliate commission where a program is closed, and the commission has remained unpaid to the affiliate for a period of more than 12 months
3.15. WonderDays reserves the right to write off affiliate commission where the affiliate has been inactive for a period of more than 12 months and the commission has remained unpaid to the affiliate for a period of more than 12 months. An affiliate is considered inactive where the affiliate has had no transactions for a period or more than 12 months and/or has not logged into the platform for a period of more than 12 months
3.16. WonderDays reserves the right to write off affiliate commission where the affiliate has been suspended from the program or from the WonderDays network and the commission has remained unpaid for a period of more than 12 months
3.17. WonderDays also reserves the right to write off affiliate commission where a program is closed and the affiliate did not reclaim its cashback, if any, from WD, within 1 month of closure.
4. WonderDays Obligations and Warranties
4.1. WonderDays shall use its reasonable endeavours and all reasonable skill and care and in a professional manner to provide the Service. Moreover, WonderDays will maintain the availability of the WonderDays platform in accordance with best industry standards. WonderDays warrants that it has obtained and will maintain all necessary registrations, consents and licences to enable it to perform its obligations under this Agreement.
4.2. WonderDays hereby grants to the Affiliate, a worldwide, nonexclusive, royalty free, non-transferable license to display (but not adapt) Advertisements on the Affiliate Website and on its Data Protection Act compliant email.
5. Affiliate Obligations and Warranties
5.1. You warrant that you are over 18 and legally able to enter into, and to be bound by, this contract
5.2. You agree to keep your account password and access to your WonderDays affiliate account secure at all times.
5.3. You agree to provide at all times accurate and non-misleading information to WonderDays, and to the merchants you have been introduced to via the WonderDays affiliate programme
5.4. You warrant that the affiliate website does not display or transfer any material which is obscene, racist, offensive, defamatory, threatening, blasphemous or in breach of any third party Intellectual Property Right(s), provided that websites and campaigns that include pornographic or adult content which is not obscene are permitted but only where affiliate’ products and/or services are also categorised as pornographic or adult content, but not obscene, and only such affiliates are permitted to join such programs with such advertisers.
5.5. You agree that you are solely responsible for verifying the suitability of all advertising and merchant sites. Moreover, you agree that WONDERDAYS has no responsibility for the content of either merchant advertisements or merchant websites
5.6. You warrant that you will comply with all duties under Data protection legislation, in particular the EU General Data Protection Regulation 2016/679 [GDPR] and other applicable data protection laws as well as data protection policies issued by WONDERDAYS. In order to promote consistent practices amongst its suppliers, WONDERDAYS may disclose guidelines and recommendations on how to implement GDPR provisions into practice. You are expected to comply with such guidelines and recommendations as a good business practice standard.
5.7. WONDERDAYS will collect and process personal data of publishers according to Art. 6 (1) b, c GDPR to fulfil contractual and legal obligations. Detailed information on processing of personal data by WONDERDAYS are available on wonderdays.co.uk/privacy-policy or will be sent to publishers at request.
5.8. You acknowledge that WONDERDAYS is permitted to act on all instructions and information that WONDERDAYS reasonably believes comes from you and WONDERDAYS shall not be liable for any losses, monetary or otherwise if WONDERDAYS does so act
5.9. You shall not use any advertisement or merchant link for display in any unsolicited email (commonly known as spam)
5.10. You agree not to place advertisements in newsgroups, chatroom or any other unsolicited publishing format
5.11. You agree not to place advertisements in unsolicited software applications (commonly known as Spyware)
5.12. You agree not to artificially inflate the number of clicks, impressions or other activity, nor to permit others to do so
5.13. You agree not to change or amend any linking or advertising material supplied by WONDERDAYS as part of the service
5.16. You agree to receive commercial communications from WonderDays
5.17. You agree WonderDays issues self billing invoices on your behalf, to be displayed on the WonderDays platform.
5.18. You agree not to use or copy any content or information on the WonderDays platform without the prior written permission of WonderDays Ltd
6. Limitation of Liability
6.1. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
6.2. All data and content on the WonderDays platform is for personal use only and no warrantees or representations are made by WONDERDAYS about veracity or suitability
6.3. Except for the express provisions of this Agreement and to the maximum extent permitted by applicable law each Party disclaims and excludes all warranties, terms and other conditions, including but not limited to the Services or a Merchant Website being uninterrupted or error-free, any warranty, term or other condition of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, or as to price in every case whether implied by statute, common law, custom, collaterally or otherwise.
6.4. WonderDays shall have no Liability:
- 6.4.1. for any loss or damage other than Direct Loss;
- 6.4.2. for any loss of profit, opportunity, revenue or potential saving (in every case whether direct or indirect);
6.4.3. for any breach of this Agreement to the extent caused or contributed to by the Affiliate’s breach of this Agreement or negligence.
6.4.4. WonderDays aggregate Liability under this Agreement shall be limited to a maximum amount of £2,500 (Two And A Half Thousand Pounds Sterling) in aggregate.
7. Indemnity
7.1. The Affiliate shall indemnify and hold harmless WonderDays against any and all losses arising from or connected with:
1. 7.1.1. any infringement of any Intellectual Property Rights of any third party anywhere in the world caused by or resulting from the modification, use and possession of the Merchant Corporate Identity and/or Materials in accordance with this Agreement;
2. 7.1.2. any breach by the Affiliate of Clause 5;
3. 7.1.3. the Affiliates negligence, default or breach of this Agreement;
8. Entire Agreement
8.1. This Agreement sets out the entire agreement and understanding between the Parties and supersedes any previous agreement between the Parties relating to its subject matter.
8.2. Unless expressly provided to the contrary in this Agreement:
8.2.1. nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the Parties; and
8.2.2. neither Party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.
9. Severance
9.1. If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
10. General
10.1. WonderDays reserves the right to deem any affiliate site offering the Service inappropriate and remove the Link (and therefore the Service) without incurring into any liability to the Affiliate. In such circumstances WonderDays has the right to withhold any money earned (or not banked) by the Affiliate from use of the Service prior to termination.
10.2. WonderDays reserves the right to alter this agreement at any time upon a 7 days’ notice
10.3. The parties acknowledge that there is no obligation for WonderDays to monitor the content on the WonderDays platform, and that if you rely on the content on the WonderDays platform you do so at your own risk
10.4. The Agreement is subject to the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
10.5. Nothing in the Agreement or the relationship between the parties is intended to have the effect of guaranteeing the Affiliate any continuity of supply or profits.
10.6. The Affiliate confirms that the following information may be posted on the WonderDays Website: the Affiliate’s identity as one of the entities that has subscribed to the Service; the Affiliates’ activity on the internet, and any information (other than confidential information) that is submitted by the Affiliate to WonderDays or existing on the Affiliates’ website
10.7. The Law of Contracts (Rights of Third Parties) Act 1999 is excluded 10.8 The Courts of London shall have exclusive jurisdiction.