Affiliates

Affiliate Agreement

This agreement sets out the terms on which an entity can affiliate to the website at www.myboxofdelights.co.uk (Website)
Subject to your acceptance of the terms of this licence and subject to our acceptance of your affiliate application you agree to be bound by these terms.
Your application will be dealt with in good faith and you will be notified of your acceptance or rejection. We may at our sole discretion reject your application if we find that your site is unsuitable or inconsistent with ours.

Agreed Terms

1. AFFILIATE LICENCE

1.1 If accepted, Speciality Brands (we/us) grant the entity whose details are submitted on the attached form (Affiliate) a non-exclusive, limited, revocable, non-transferable licence to provide an affiliate link to the initial, top-level display of the Website, only for the purpose of linking the Affiliates website to the Website (Link).

1.2 Both parties shall be entitled to refer to each other as "affiliates" in their marketing and advertising.

1.3 The Affiliate shall market our products during their marketing and sales processes to potential and existing customers with the aim of maximising sales of our products.

1.4 The Affiliate shall notify us of any malfunctioning of the Link or other problems with the Affiliate's participation. We will respond promptly to all concerns upon notification by the Affiliate.

2. PROPRIETARY RIGHTS

The Affiliate acknowledges that the Website (including without limitation, all content, text, images, software, media and other materials on the Website) is proprietary to or licensed by us, protected under copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed without our express prior written consent.

3. LIMITATIONS

3.1 The Affiliate shall not:

3.1.1 in any way reproduce the Website or any part of its contents other than to the extent permitted in clause 1; or

3.1.2 in any way suggest that we are endorsing any products or services other than our own; or

3.1.3 misrepresent our relationship with the Affiliate nor present any other false information about us; or

3.1.4 display or use a Link in a manner that causes the Website or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the Website, or otherwise incorporate Website content into a third-party website; or

3.1.5 display or use an inline link to any information file contained in the Website; or

3.1.6 alter, block or otherwise prevent display of any content of the Website; or

3.1.7 link to the Website through any other URL or mirrored website.

4. COMMISSION

4.1 We agree to pay to the Affiliate a commission of 10% of our Sales when we sell our products to a customer via the Link (Affiliate Customer). Sales means the price an Affiliate Customer pays for a product and excludes shipping and handling costs, returns, fraud and exchanges.

4.2 We shall have the sole right and responsibility for processing all orders made by Affiliate Customers. The Affiliate acknowledges that all agreements relating to sales to Affiliate Customers shall be between us and the Affiliate Customer.

4.3 Prices for our products will be set solely by us at our discretion.

4.4 We shall identify customers originating from the Link and record them as "Affiliate Customers"

4.5 We shall supply a monthly statement of all transactions with Affiliate Customers during the previous calendar month. This will show all products sold with the Affiliate Customers during the period of the statement. It will include details of the revenue and gross profit generated and calculations of all payments due to the Affiliate.

4.6 We shall pay the Affiliate after receipt of an invoice from the Affiliate as provided below. The Affiliate shall invoice us on the first day of each calendar month for the previous month.

4.7 In no circumstances shall we be obliged to make any payments to the Affiliate in relation to sales for which full payment has not been made or in relation to which we have had to give an Affiliate Customer a refund.

4.8 We shall use our reasonable endeavours to pay the Affiliate within 30 days of the date of receipt of the Affiliate's invoice.

4.9 The Affiliate agrees promptly to implement any request from us to remove, alter or modify any graphic or banner advertisement submitted by us that is being used by the Affiliate at any time on the Affiliate's site.

5. LIABILITY AND EXCLUSIONS

5.1 The Affiliate represents to Speciality Brands that:

5.1.1 It has the authority to enter into this Agreement, and

5.1.2 Any material which is provided to us and displayed on our site will not

5.1.2.1 Infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;

5.1.2.2 Violate any applicable law, statute, ordinance or regulation;

5.1.2.3 Be defamatory or libellous;

5.1.2.4 Be lewd, pornographic or obscene;

5.1.2.5 Violate any laws regarding unfair competition, antidiscrimination or false advertising;

5.1.2.6 Promote violence or contain hate speech; or

5.1.2.7 Contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

5.2 FOR THE AVOIDANCE OF DOUBT WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE AFFILIATE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTION QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE ERROR-FREE OR UNINTERRUPTED AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES FROM ANY OF THE ABOVE

5.3 The Affiliate agrees to indemnify, defend and hold harmless Speciality Brands and its affiliates, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable lawyer's fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

5.4 In no event shall we be liable to the Affiliate for any indirect, special, exemplary, consequential or incidental damages, whether arising from breach of contract or liability in tort. Northing in this Agreement shall exclude or limit our liability for death or personal injury arising from our negligence.

5.5 Neither party shall be liable to the other for any failure to perform its obligations pursuant to this Agreement where such failure to perform is caused by an event beyond the control of the party in default ("a Force Majeure Event"), provided that:

5.5.1 Any party seeking to rely on this provision shall give written notice ("the Force Majeure Notice") to the other containing full particulars of the event which it claims is a Force Majeure Event;

If the Force Majeure Event continues to prevent the performance of the obligations of the party in default for a period of more than ninety days from the date of the Force Majeure Notice, then both parties shall be relieved of any further obligations arising out of this Agreement.

6. TERMINATION

6.1 Either party may terminate this licence for any reason whatsoever by giving written notice at any time, without prejudice to any rights accrued under this licence.

6.2 Upon termination of this licence, the Affiliate shall immediately:

6.2.1 discontinue or disable the Link;

6.2.2 remove the Link and the Website's name and logos from the Affiliates website; and

6.2.3 destroy any copies of material from the Website which are in the Affiliate's possession, custody or control.

6.3 The Affiliate is eligible to earn commissions on sales occurring during the term and fees earned through the date of termination will remain payable only if the related product orders are not cancelled or returned. We may hold the final payment for a reasonable time to ensure that the correct amount is paid.

7. VARIATIONS

7.1 We may revise this affiliate agreement at any time by amending this page. The Affiliate is expected to check this page from time to time to take notice of any changes we have made, as they are binding on the Affiliate. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on our site.

7.2 Variations may include changes to commission, payment procedures and terms of this agreement. If these variations are unacceptable to the Affiliate, their only recourse will be termination of this agreement. Their continued affiliation with the Website will constitute acceptance of these variations.

8. RELATIONSHIP OF PARTIES

8.1 The Affiliate and Speciality Brands are independent contractors and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

8.2 The Affiliate will have no authority to make or accept any offers or representations on our behalf. The Affiliate will not make any statement, whether on their site or otherwise that, reasonably, would contradict anything in this clause.

9. SITE RESPONSIBILITY

9.1 The Affiliate is solely responsible for the development, operation and maintenance of their site and for all materials that appear on their site. Their responsibilities include, and are not limited to:

9.1.1 Technical operation of their website;

9.1.2 Maintaining their link with our site and verifying its validity;

9.1.3 Making sure that the material on their site is appropriate and accurate;

9.1.4 The Affiliate shall ensure that the material on their site does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights);

We disclaim all liability for these matters. Further, the Affiliate will indemnify and hold us harmless from all claims, damages and expenses relating to the development, operation, maintenance and contents of their site.

10. GENERAL

10.1 The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of the remaining provisions.

10.2 No failure of either party to exercise or enforce any of its rights under this agreement shall act as a waiver of such rights.

10.3 This agreement constitutes the entire agreement between the parties regarding the subject matter of this affiliation and supersedes any prior agreement between the parties relating to such subject matter. The Affiliate shall have no remedy, and we shall have no liability, in respect of any statement (including any untrue statement), whether written or oral, made to it upon which it relied in entering into this licence unless such statement was an untrue statement made by us:

10.3.1 knowing that it was untrue; or

10.3.2 as to a fundamental matter, including a matter fundamental to the maker's ability to perform its obligations under this licence.
We shall have no liability to the Affiliate other than pursuant to the express terms of this agreement.

10.4 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with English law. Disputes arising out of or relating to this licence, its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.