AFFILIATE CONTRACT CONDITIONS

• Defined Terms and Interpretation

1. 1. In these Conditions the following words are defined as follows:

Affiliate	the person named as the Affiliate in the Contract Details or with whom the Merchant has contracted with using the Referral Platform.
Affiliate Source	the website, web page (or part of a web page), mobile application or other software operated or published by the Affiliate or a social media post made by the Affiliate, in each case containing a link to the Merchant Website.
Affiliate End Users	the end users of the Affiliate Source (some of whom may also be End Users)
Business Day	every day other than a Saturday or Sunday on which the banks in London are open for business.
Commission	the Commission payable by the Merchant to the Affiliate for each Sale.
Commission Rate	in respect of each Sale, the rate set out at clause 7.1.
Conditions	these affiliate contract terms and conditions.
Confidential Information	information (however recorded or preserved) acquired by a party under the Contract which is confidential to the other party because it: a. concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or b. has been developed by the other party under the Contract or concerns the terms of the Contract.
Contract	the contract between the Merchant and the Affiliate for payment of Commission for Sales in accordance with the Contract Details, these Conditions and any mandatory polices and  Schedules.
Contract Details	the contract details cover sheet incorporating these Conditions  or, where the Contract is entered into through the Referral Platform or the Merchant Website, the terms of the contract on Referral Platform or the Merchant Website when accepted by the Merchant.
End User	any person who makes use of a web browser, mobile application or similar software to access and view web pages, promotional images or advertisements on the Affiliate Source and the Merchant Website.
Intellectual Property Rights	patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Merchant	CiiTech Ltd (t/a Provacan), a company incorporated in England and Wales under registered number 10842954, whose registered office is at 167-169 Great Portland street, 5th Floor, London, W1W 5PF.
Merchant Products	the products which are sold on the Merchant Website.
Merchant Website	https://provacan.co.uk/
Merchant Trade Mark Guidelines	the written guidelines for use of the Merchant’s trade marks, logos and branding from time to time as provided to the Affiliate or made available on the Merchant Website.
Promotional Content	the Merchant’s trade name, the Merchant Website, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the Merchant products, associated keywords, and links, or other copy or content of any type that is provided by the Merchant to the Affiliate for the purposes of the Contract.
Referral	a visit to the Merchant Website by an End User resulting from the promotion of the Merchant Website on the Affiliate Source as tracked pursuant to clause 6.1.
Referral Platform:	the platform the Merchant uses to track Referrals.
Sale	the first purchase during the term of the Contract of Merchant products from the Merchant Website by a unique End User who visits the Merchant Website as a result of a Referral.
Term	the term of the Contract.
UK GDPR	as defined in section 3 of the Data Protection Act 2018.

1. 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. A reference to writing or written includes email.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
4. Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions.
5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

• Commencement and Conflict

1. 1. 1. The Contract shall commence on the date when it has been signed by both parties, or when the Affiliate’s application to become an affiliate of the Merchant made on the Merchant Website, the Referral Platform or by any other means is accepted by the Merchant,  and shall continue until terminated in accordance with its terms.
      2. These Conditions apply to the Contract and shall prevail over any conflicting terms in any other agreement between the Affiliate and the Merchant entered into through the Referral Platform or which the Affiliate seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 
      3. In the event of conflict between any terms of the Contract Details which have been signed by or on behalf of each party, the order of precedence set out in the signed Contract Details shall apply to the conflicting terms. 

• Promotional Content and Website Links

1. 1. 1. The Affiliate is authorised on a non-exclusive, non-transferable, limited and revocable basis to promote the Merchant products and the Merchant Website to Affiliate End Users using the Promotional Content and to place one or more links to the home page (and with the written consent of the Merchant, other specified pages) of the Merchant Website on the Affiliate Source on the terms of these Conditions. 
      2. The Contract does not prevent or restrict the Merchant from entering into similar or different agreements with third parties.
      3. The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Merchant products and the Merchant Website. Use of the Merchant’s Promotional Content is subject to the restrictions of these Conditions and the Merchant can object to any use of Promotional Content, and require the Affiliate to remove any such Promotional Content, if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
      4. The Affiliate shall submit to the Merchant for prior approval any proposed use, or proposed change to an existing use, of any Merchant trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Merchant shall review the proposed use within a reasonable time.
      5. Each Party retains sole and exclusive ownership and control over its website (without limiting clause 3.3) and is solely responsible for maintaining and updating its own website.
      6. The Merchant is not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content and the marketing or promotion of the Merchant’s products on the Affiliate Source (Claims), save that such indemnity shall not apply to the extent such Claims arose due to the Promotional Content provided by the Merchant (and unmodified by the Affiliate) infringing the Intellectual Property Rights of a third party.
      7. The Affiliate agrees it shall not, without the prior and specific written consent of the Merchant, link to any part of the Merchant Website other than the homepage and in particular shall not: display or use any link in a manner that causes the Merchant Website or any portion of its content to display within a frame, to be associated with any advertising or sponsorship not part of the Merchant Website, or otherwise incorporate the Merchant Website content into a third-party website; use an inline link to any information file contained in the Merchant Website; nor link to the Merchant Website from any site other than the Affiliate Source.

• Affiliate Obligations

1. 1. 1. The Affiliate shall provide the Merchant with all co-operation in relation to the Contract and all access to such information as may be required by the Merchant as is necessary for the proper performance of the Merchant’s obligations under the Contract.
      2. The Affiliate acknowledges and agrees that it has no authority to legally bind the Merchant in relation to End Users, other users or anyone else and that it has not been appointed and is not the agent of the Merchant for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Merchant, the Merchant Website or any of the products or services available to be bought on the Merchant Website.
      3. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Source and for all materials that appear on it. In particular, the Affiliate shall be responsible for: the proper functioning and maintenance of all hyperlinks to the Merchant Website; and compliance with the Merchant Trade Mark Guidelines.

• Reporting

1. 1. 1. The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in these Conditions. 
      2. Within 7 Business Days after the end of each calendar month, the Merchant will provide the Affiliate with a report in the Merchant’s standard form setting out for the month concerned the total number of Sales together with a statement setting out the amounts due to Affiliate in respect of the Contract calculated in accordance with clause 7 below.
      3. Notwithstanding any other clause of these Conditions, the Merchant shall not be required to share any personal data with the Affiliate unless the Merchant is able to do so in full compliance will all applicable data protection and privacy laws, including requiring that a data protection agreement is in force between the Affiliate and the Merchant drafted in compliance with all applicable data protection and privacy laws including the UK GDPR.

• Tracking of End Users and Compliance

1. 1. 1. The Affiliate will use and implement tracking mechanisms provided by the Merchant (whether directly or through the Referral Platform) in order to permit the Merchant to accurately track Sales. No referral to the Merchant Site by an End User who has previously purchased any product from, or registered an account with, the Merchant before the commencement of the Term or who has carried out either action during the Term independently of the Affiliate (including in particular where the End User is or has been referred by another affiliate) shall constitute a Referral, result in a Sale or require the Merchant to pay a Commission.
      2. The Affiliate acknowledges that any editorial content about Merchant products must be accompanied by a prominent statement that the Affiliate is being paid to promote the products.
      3. The Affiliate undertakes and covenants that at all times it will comply with the requirements of the Data Protection Act 2018 and all other applicable data protection and privacy laws in respect of processing End User’s personal data or obtaining or making use of End User’s email addresses.
      4. With respect to its activities under the Contract and to its business, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations. 
      5. The Affiliate shall not engage in any fraudulent or dishonest activities such as cookie stuffing or link interception or any other activity intended to artificially increase the number of Referrals or Sales.   
      6. Affiliate warrants that the Affiliate Source does not and the Affiliate does not in any other website, video, publication, social media post, or other forum:
         1. promote violence;
         2. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
         3. promote illegal activities; 
         4. breach any applicable law or regulation; or
         5. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other Intellectual Property Rights of any person or to violate the law.

• Payments

1. 1. The Merchant will pay the Affiliate a fee according to the monthly tiered structure below with the Commission Rate being determined by the aggregate Sales made in the relevant month after having made any applicable deductions under clause 7.3. The Commission Rate is paid on Sales by reference to the whole amount of the Aggregate Sales and not at the marginal rate. 

Aggregate Monthly Sales	Commission Rate
Less than £5,000.00	25.00%
£5,000.00 to £14,999.99	30.00%
£15,000.00 to £29,999.99	35.00%
Over £30,000.00	By agreement in writing with the Merchant, but in the absence of agreement 40.00%

1. The Commission is inclusive of any VAT or other sales tax payable by the Merchant to the Affiliate. 
2. The Commission is paid on the gross amount of a Sale 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 purchase and any shipping fees, postage costs, service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by the Merchant to any third party (other than the Affiliate) in relation to that purchase. 
3. Commission is payable on a receipts, not accruals, basis so if the Merchant receives no revenue on any purchase, no Commission is payable. Approval and acceptance of any Sale shall be at Merchant’s sole discretion, and the Merchant may reject any such sale or any acceptance for any reason.
4. No Commission is payable on any Sale that is tracked as a Referral as a result of the activities prohibited under clause 6.5 and any Commission paid on such Sales shall be immediately refunded to the Merchant. This clause shall survive termination. 
5. Affiliate acknowledges and agrees that no payments are due to it under the Contract otherwise than as expressly set out in the Contract and particularly that, subject to all other terms of these Conditions, Commission is only payable on the first purchase made by an End User.
6. The report that the Merchant sends to the Affiliate under clause 5.2 shall include a statement of the amounts due from the Merchant to the Affiliate for Sales in the month to which the report relates. The Affiliate shall submit an invoice to the Merchant within 7 days of the report and the Merchant shall pay the invoice within 7 days of receipt.

• Limited Licence of Promotional Content

1. 1. 1. The Merchant hereby grants the Affiliate, for the Term, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
         1. use and reproduce the Promotional Content in strict compliance with these Conditions; and
         2. display the Promotional Content on the Affiliate Source and, with the written consent of the Merchant, other websites, web pages (or part of a web page), social media posts, mobile applications or other software in accordance with Merchant Trade Mark Guidelines and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant products as provided for in these Conditions.
      2. The Affiliate shall request the Merchant’s consent to any proposed use of the Promotional Content (providing full details of such proposed use) not less than 7 Business Days prior to the intended date of use and shall not use the Promotional Content before acquiring such consent. 
      3. The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Promotional Content (or part of it), or (to the extent relevant) identifying marks placed on other materials, products, documents or electronic information provided by the Merchant or its agents without the Merchant’s prior written approval. 
      4. Except for the limited licence specifically provided in these Conditions, nothing in these Conditions gives the Affiliate any right, title or interest in any of the Promotional Content, the Merchant Website, the Merchant’s products and services, any Intellectual Property Rights in the foregoing or otherwise owned by the Merchant, nor in the goodwill of the Merchant, all of which are and remain the sole and exclusive property of the Merchant and its licensors. 
      5. The Affiliate shall not, during the Term or afterwards, challenge or assist others to challenge the Intellectual Property Rights of the Merchant including in the Promotional Content or the Merchant Website or the registration of such rights nor attempt to register any trademarks, service marks, trade names or domain names that are in any way confusingly similar to the Intellectual Property Rights of the Merchant in Promotional Content or the Merchant Website or any other Intellectual Property Rights of the Merchant. 
      6. The Affiliate agrees that it will cease using the Promotional Content or any other Intellectual Property Rights of the Merchant, or any part of them, immediately upon request.
      7. The Merchant may at any time or times without notice to Affiliate:
         1. change the name of the Merchant Website;
         2. change the Merchant Trade Mark Guidelines; and
         3. target or cease targeting the Merchant Website at potential customers in such country or countries as it chooses.

• Termination and Consequences of Termination

1. 1. 1. A party can terminate the Contract for any reason by giving the other party not less than 30 days’ prior written notice.
      2. A party can terminate the Contract immediately by giving written notice to the other party if that other party:
         1. does not pay any sum due to it under the Contract within 30 days of the due date for payment;
         2. commits a material breach of the Contract (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied);
         3. persistently breaches any term of the Contract;
         4. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
         5. is a company over any of whose assets or property a receiver is appointed;
         6. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
         7. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
      3. Without limitation, a breach of clause 3.7, 4.2, 6.2 to 6.6, 8.5,  8.6 or 10 shall be a material breach of these Conditions.
      4. Termination of the Contract does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Contract, neither party has any further obligation to the other under the Contract after its termination and all licences and benefits granted under the Contract shall immediately terminate.
      5. On termination of the Contract for any reason the Affiliate must permanently remove all Promotional Content from the Affiliate Source and any other websites, web page, social media post, mobile application or other software and return it to the Merchant, or at the request of the Merchant, delete or destroy it.
      6. On termination of the Contract for any reason any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

• Confidentiality

1. 1. 1. Each party will only use Confidential Information to perform its obligations under the Contract and will not during the Term, for a period of five years after termination of the Contract, cause or allow any Confidential Information of the other party to be disclosed except:
         1. where required by law, court order or any governmental or regulatory body;
         2. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Contract and agree only to use the information for that purpose and not to cause or allow disclosure of that information, provided such persons are subject to confidentiality undertakings no less onerous than these Conditions;
         3. where the information has become generally available to the public (other than as a result of disclosure in breach of the Contract by the party or any of its employees, officers, sub-contractors, representatives or advisers);
         4. where the information was available or known to it on a non-confidential basis before being disclosed under the Contract; or
         5. where the information was developed by or for it independently of the Contract and is received by persons who are not the disclosing party.
      2. This clause 10 shall survive termination of the Contract, however arising.

• Limitation of Liability

1. 1. 1. Nothing in this clause 11 shall limiting or exclude liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability which cannot be lawfully limited or excluded. 
      2. The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under the Contract in the 12 months preceding the date on which the claim arose.
      3. Neither party will be liable to any other party under the Contract (except where required by law) for any:
         1. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
         2. loss or corruption of any data, information, database or software;
         3. loss of profits;
         4. loss of business;
         5. depletion of goodwill and/or similar losses;
         6. loss of anticipated savings.
      4. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law. 

• Anti-bribery and Compliance

1. 1. 1. The Affiliate shall:
         1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
         2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
         3. comply with such policies relating to ethics, anti-bribery and anti-corruption as the Merchant may provide to the Affiliate and update from time to time; and
         4. promptly report to the Merchant any request or demand for any undue financial or other advantage of any kind received by the Affiliate in connection with the performance of the Contract.
      2. In respect of actions taken in connection with the Contract, the Affiliate shall comply with all of the Merchant’s mandatory business policies notified to the Affiliate (and as amended by notification to the Affiliate) from time to time. The Merchant shall provide reasonable notice of the introduction of, or amendment to, and such mandatory policy. 
      3. Breach of this clause 12 shall be deemed a material breach of the Contract.

• Changes to Merchant products and Merchant Website

The Merchant may change any specification, composition or any other aspect of the Merchant products, including pricing, or the Merchant Website at any time without reference to the Affiliate. The Affiliate must as soon as practicable and in any event within 5 Business Days replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.

• Force majeure

Neither party shall be in breach of the Contract 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.

• Data protection

1. 1. 1. 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) the UK GDPR and any national implementing and supplementary laws, regulations and secondary legislation, including the UK Data Protection Act 2018. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any sales data to any third party.
      2. Prior to the parties processing any personal data, they shall enter into a data processing agreement which complies with the requirements of the UK GDPR and all other applicable data protection legislation in a form reasonably acceptable to the Merchant.  

• General

1. 1. 1. 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.
      2. 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
      3. No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Contract without the prior written consent of the other Party (not to be unreasonably withheld or delayed).
      4. Both Parties and, where relevant, the person signifying they agree to these Conditions (by signature or otherwise) warrant that they are authorised and permitted to enter into the Contract, and have obtained all necessary permissions and approvals to do so.
      5. The Affiliate is an independent contractor, and nothing in the Contract will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.
      6. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract and no third Party has any right to enforce or rely on any provision of the Contract.
      7. If any court or competent authority finds that any provision (or part) of the Contract is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
      8. Any notice (other than in legal proceedings) to be delivered under the Contract must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other Party’s registered address or place of business, or sent by email to the email address notified by the other Party. 
      9. Notices:
         1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Business Day and, where posted from or to addresses outside the United Kingdom, on the tenth Business Day following the date of posting;
         2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
         3. sent by email will be deemed to have been received on the next Business Day after sending.

• Governing law and jurisdiction

The Contract will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Contract (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.