Centre Of Excellence Ltd Affiliate Programme Terms & Conditions
This is a legal Agreement between You “The Affiliate” and Centre Of Excellence Ltd. By accepting these Terms and Conditions You are agreeing that You have read them and that You agree to be legally responsible for every Term and Condition.
(a)The Agreement: This Agreement will govern your participation in the Centre Of Excellence Ltd Affiliate Program. The purpose of this Agreement is to allow You to make referrals from Your website, social media channel, or email database to the Centre Of Excellence Ltd website in the manner set forth herein and earn referral fees.
(b)Exclusions: You may not make specific referrals to the Centre Of Excellence Ltd website or the courses via paid Facebook advertisements or Google Adwords.
2. Enrollment in the Affiliate Program
(a) Making Your Application. You must first register as an Affiliate via the Centre Of Excellence website before your application can be considered.
(b) Acceptance of Your Application. You understand that We may accept or reject your application at Our sole discretion. Your application will be rejected if any of the information You provide is incorrect or incomplete, or if Your website promotes materials of a sexual, pornographic, violent, or defamatory nature, or if You or Your website discriminates, violates any applicable law, or violates any person’s intellectual property rights.
(c) The Affiliate Area. Once your application has been approved you will be given access to the Affiliate Area where you can generate your unique Referral Links and track any related activity.
3. Once You Have Enrolled, What You Have to Do
(a) Offers and Engagements: From time to time, We may create offers (each, an “Offer”) to pay Affiliates a specified Fee in return for sales generated from a Qualifying Link (defined below). If You accept an Offer, We will have entered into an “Engagement.” Each Engagement shall have the same identification number as the original Offer that leads to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. We may, however, with or without notice (i) change, suspend or discontinue any aspect of an Offer or an Engagement or (ii) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly (and in any case within 24 hours) implement any request from Us to remove, alter or modify any such graphic or banner ad, or any Qualifying Link.
(b) Cooperation: You agree to cooperate with Centre Of Excellence Ltd fully to establish and maintain Qualifying Links and otherwise comply with the terms and conditions of the Affiliate Program.
(c) Site Maintenance: The maintenance and the updating of Your website will be Your responsibility. It will be necessary for You to maintain consistency and accuracy of Your Qualifying Links and the Engagements. We may monitor Your website as we feel necessary to make sure it is up-to-date and to notify You of any changes we feel should be made, which changes You will promptly implement.
(d) Compliance With All Laws: It is entirely Your responsibility to follow all
applicable copyright and other laws that pertain to Your website. You must have express permission to use any person’s copyrighted material, whether it is a writing, an image, or any other copyrightable work. We will not be responsible if You use another person’s copyrighted material in violation of the law.
(e) No Representations: You agree not to make any representations, warranties or other statements concerning Centre Of Excellence Ltd, affiliate, or any of Our or affiliates products, services, sites, or policies, except as expressly authorised by an Engagement.
(f) Site Look-And-Feel: You must ensure that Your website, social media channels or email templates do not in any way copy or emulate the Centre Of Excellence Ltd website in look or feel, or incorporate any elements, domain
names and the like that could be confusingly similar to any Centre Of Excellence Ltd marks, brands, names or logos. Nor will You take any action or make any statements to create the impression that Your site is part of or endorsed by Centre Of Excellence Ltd.
(g) Problems and Other Notifications: You are responsible for notifying Centre Of Excellence Ltd of any malfunctioning of the URLs specified in the Engagement (the “Required URLs”) or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification. We may rely on any data, notice, instruction or request furnished by You which is reasonably believed to be genuine and to have been sent or presented by a person reasonably believed to be authorised to act on behalf of You.
(h) Hardware and Resources: Centre Of Excellence Ltd has not undertaken to
provide any external hardware, resources or servers and specifically disclaims any obligation as to the availability, quality or performance of such resources or whether they may contain any defects which may affect Your ability to act as an Affiliate. Centre Of Excellence Ltd is not responsible for the provision of any communications facilities or the costs associated with such communications.
4. As an Affiliate, What You Receive
(a) Fees: We will pay You the Fees specified in the Engagement if We sell to a visitor to Our site (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link and not subsequently returned, had refunded or failed to pay for such product or service before payment is due. All commissions paid shall be paid after 30 days, via PayPal, on gross revenue to Centre Of Excellence less any discounts or coupons and exclusive of taxes, shipping and handling and credit card (and other) fraud. Please note that commissions will not be paid on monies arising from the purchase of optional printed materials. Repeat payments will be paid out at 10% across the six monthly period.
(b) Qualifying Links: A “Qualifying Link” is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us if it is the last link to Our site that the Customer uses during a Session where a sale of
a product or a service to Customer occurs.
(c) Accepting Orders: Centre Of Excellence Ltd shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Centre Of Excellence and the Customer. Prices for the products will be set solely by Us at Our discretion.
(d) Fee Determinations: All determinations of Qualifying Links and whether a Fee is payable will be made by Centre Of Excellence, and will be final and binding on both You and Us.
5. Ownership and Licenses.
(a) Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
(b) We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the Affiliate Programme, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
(c) You grant to Us a non-exclusive, worldwide, royalty-free license to use,
reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.
(a) Either party may terminate any Engagement at any time. Termination of an
Engagement shall not terminate this Agreement or any other Engagement.
(b) Either party may terminate this Agreement at any time, for any reason, by written notice to the other party. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.
(a) Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party’s site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
(b) EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(a) You agree to indemnify and hold harmless Centre Of Excellence Ltd and their employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement or relating to Your conduct in connection with any Offer or Engagement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.
(b) In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve affiliate.com may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of affiliate.com counsel shall be within the costs and disbursements covered by the indemnity specified above.
9. Limitation of Liability.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST REVENUE OR PROFITS. IN NO EVENT WILL OUR LIABILITY TO YOU ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, EXCEED THE TOTAL FEES PAID TO YOU HEREUNDER.
(a) Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
(b) This Agreement has been made in and shall be construed and enforced in accordance with the laws of the United Kingdom. Any action to enforce this Agreement shall be brought in the UK courts. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.
(c) By accepting any Offer through the Affiliate Programme, You agree that you will be deemed to have executed, and will be bound by, this Agreement.
(d) The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
(e) Centre Of Excellence Ltd may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program will indicate your acceptance of the changes.
(f) You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. We are free to assign this Agreement.
(g) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
(h) This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.