Please read this carefully. It is very important that you read and understand these terms and conditions. By ticking the box indicating your acceptance of these terms and conditions and continuing with your application to join our affiliate program, you are agreeing (subject to our approval of your application) to the terms and conditions below. If you do not agree with the terms and conditions (or are not authorised to do so) you should not continue with your application. If you have any questions regarding our affiliate programme or these terms and conditions please contact the relevant Affiliate Manager.
1. This Agreement
1.1 This document (the "Agreement") sets out the terms and conditions agreed between us, UK Trading , and ("we" "us" or "our" as applicable) and you (being the person set out on the relevant application form) ("you" or "your" as applicable), regarding your application to join (and if your application is successful, your membership of) our affiliate program and to promote the websites currently situated at the URLs www.uktrading.net to be referred to from herein in as the "UK Trading Site") and the creation of internet hyperlinks from your website(s) (the "Partner Site") to the UK Trading Site (the "Links").
1.2 This Agreement replaces all previous terms and conditions for our affiliate program.
1.3 We may change all or any part of this Agreement at any time. Notice of any changes will be given by message to your email address 7 days in advance of any such changes. If you do not agree to the changes you should terminate this Agreement in accordance with its terms. We will publish details of any changes to the terms and conditions in clause 14 below. Your continued participation in our affiliate program after we have posted the changes will constitute binding acceptance of such changes.
1.4 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means), 11(1) (placing of the order) of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to or have any effect on this Agreement
2. Interpretation
2.1 In this Agreement (except where the context otherwise requires):
2.1.1 clause headings are included for convenience only and shall not affect the interpretation of this Agreement; 2.1.2 the singular includes the plural and vice versa;
2.1.3 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
2.1.4 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.
3. Your Application
To become a member of our affiliate program you will need to accept these terms and conditions by ticking the box indicating your acceptance below and completing and submitting an online application form. The application form will form an integral part of this Agreement. We will in our sole discretion determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful. If your application is rejected, you may reapply at another time. If your application is successful we will email to you the necessary instructions as to what you must do to include the Links on the Partner Site.
4. The Links
4.1 Throughout the Term, you shall prominently incorporate and continually display the most up to date Links provided to you by UK Trading on the Partner Site in a manner and location agreed between you and us and you shall not alter the form, location or operation of the Links without UK Trading' prior consent. If and when we approve your application, the Partner Site should display the appropriate Links within 4 weeks of being notified that you have been accepted. If you fail to so display the Links we may terminate this Agreement immediately on notice.
4.2 You agree to give UK Trading your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
4.3 You shall ensure that you do not place any Links on pages of the Partner Site aimed at pornographic or other such material..
4.4 In the event that you wish to place the Links on websites other than the Partner Site, you must first obtain UK Trading' written consent.
4.5 UK Trading has the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide UK Trading with all data and information (including, but not limited to, passwords) to enable UK Trading to perform such monitoring at no charge.
4.6 If we discover that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you and to immediately terminate this Agreement without notice to you.
4.7 You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of UK Trading' trade marks or trade names from time to time or otherwise include the word "UK Trading" or any variations of each thereof, or include metatag keywords on the Partner Site which are identical or similar to any of UK Trading' trade marks or trade names from time to time or otherwise include the word "UK Trading".
4.8 Neither you nor your direct relatives are eligible to become Customers (as defined below) and you shall not be entitled to any share of Net Revenue (or any other remuneration from UK Trading) in relation to such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
4.9 You shall indemnify on demand and hold harmless us from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by UK Trading in consequence of any breach by you of clause 4.7 or 4.8.
4.10 You shall not:
4.10.1 directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Partner Site to access the UK Trading Site (e.g. by implementing any "rewards" programme for persons or entities who use the Links on the Partner Site to access the UK Trading Site);
4.10.2 read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
4.10.3 in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the UK Trading Site;
4.10.4 engage in transactions of any kind on the UK Trading Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
4.10.5 take any action that could reasonably cause any end user confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
4.10.6 other than providing the Links on the Partner Site in accordance with this Agreement and any promotion contemplated by clause 4.11, post or serve any advertisements or promotional content promoting the UK Trading Site;
4.10.7 post or serve any advertisements or promotional content promoting the UK Trading Site or otherwise around or in conjunction with the display of the UK Trading Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;
4.10.8 attempt to artificially increase monies payable to you by UK Trading;
4.10.9 cause the UK Trading Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Partner Site; or
4.10.10 attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
4.11 If you contact any of your users to promote the UK Trading Site or the Links, you shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of UK Trading and that any complaint that the relevant user may wish to make should be addressed to you and not UK Trading.
4.12 You shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation.
4.13 In any event, you shall inform users of the Partner Site ("Users"), via a privacy policy or other appropriate means, that tracking technology will be installed on the Users' hard drive when a User clicks on the Links. You shall provide Users with the opportunity to reject the installation of such tracking technology in accordance with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003.
5. UK Trading' Obligations
5.1 UK Trading shall supply you with the Links for inclusion on the Partner Site and may update such Links from time to time.
5.2 Subject to you complying with UK Trading' instructions with regard to tracking Customers accessing the UK Trading Site via the Links on the Partner Site, UK Trading shall use its best endeavours to ensure that whenever a Customer (as defined below in clause 6.3) links to the UK Trading Site through the Links on the Partner Site and they subsequently place an order with UK Trading, the relevant Customer is identified as originating from the Partner Site. However, UK Trading shall not be liable to you in any way if UK Trading is unable to identify a Customer as originating from the Partner Site.
5.3 UK Trading shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within UK Trading' Group.