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Definitions:
Affiliate: A Company, organisation or individual that has signed an Application Form and has been accepted by Stanley Gibbons;
Customer: A customer who purchases products online from the Site;
Net Price: Total Invoice value charged to Customer after deductions of all discounts, delivery charges and VAT;
Site: Means www.stanleygibbons.com or such other site as Stanley Gibbons may specify in writing;
Stanley Gibbons: Stanley Gibbons Limited, a company incorporated in the United Kingdom under registered number 348043, with its registered office at 399 Strand, London, WC2R 0LX;
Terms
1) Ineligibility: Certain web sites are ineligible for our programme. These include (but are not limited to) pornographic sites, hate sites, sites that discriminate against any individual or group, sites promoting violence or illegal activities.
2) Term of Agreement: The term of this Agreement shall commence upon Stanley Gibbons' acceptance of Affiliate's application and shall remain in force until terminated by either party giving not less than 30 days notice in writing but shall be subject to earlier termination as provided elsewhere in this Agreement.
3) Enrolment: Having read this Agreement, Affiliate must complete the Application Form. The application may be rejected if Stanley Gibbons deems the Affiliate, or its web-site, ineligible for our programme. Stanley Gibbons does not need to provide any reason as to why it has accepted or rejected any application.
Stanley Gibbons will use its reasonable endeavours to maintain the Site but Affiliates will not be entitled to any compensation due to the failure suspension or withdrawal of all or part of the Site. Stanley Gibbons may change suspend or cancel access to the Site at its sole discretion at any time.
4) Referral Fees: Referral fees are payable only when Customer clicks on a link from the Affiliate's site, or sites, to the Site. Fees are only paid to the Affiliate if Customer follows this link, and will not be paid if Customer re-enters the Site directly (as a result of their own free will, or as a result of Stanley Gibbons' solicitation, or via another Affiliates' site link) ("Referred Customers").
Referral Fees are paid on the following basis:
Each affiliate package has a seperate commission rate this is described in each package. Affiliates using the percentage referral fee are calculated using the total Net Price on all purchases made by Referred Customers. Fees are not payable on any items which, for whatever reason, are not supplied to Referred Customers or which are rejected by Referred Customers, or are not paid for by Referred Customers.
The Affiliate has seven days from receipt of fees in which to lodge any complaint regarding the calculation of the fees or their payment.
5) Payments: Affiliate fees will be paid automatically by electronic bank transfer to the Affiliate's designated pounds sterling bank account within thirty five days of the end of the month for which the fees are due, provided that fees are in excess of the specified amount for that affiliate package. Any amount under the set specified balance will be carried over to the next month, or will be paid on request less a handling fee of £5.00.
6) Operating Procedures: A graphical link will be sent by email for the Affiliate's use in linking their site, or sites, to the Site . The Affiliate may use any of these links without modification throughout the term of this Agreement. The Affiliate must not state anywhere on their web-site, or sites, that they have any relationship with Stanley Gibbons other than an association for the purpose of referring customers to the Site.
Whenever the Agreement is terminated, the Affiliate must remove any and all links from their site, or sites, to any and all of the Sites.
7) Intellectual Property: All Content and images on the Site are the copyright of Stanley Gibbons. No portion of the Site may be reproduced in any form or by any means without the prior written consent of Stanley Gibbons.
The "Stanley Gibbons" name and logo are the trade names, service marks, or trademarks of Stanley Gibbons Limited, and may not be used without their prior written consent.
All product names mentioned on the Site are acknowledged as the trade marks or registered trademarks of their respective owners. All trade marks are acknowledged. While every effort is made to ensure that information on the Site is accurate Stanley Gibbons assumes no responsibility for errors or omissions.
No rights to, or property in the Site shall pass to Affiliate.
8) Liability: Stanley Gibbons is not responsible for the content and operation of the Affiliate's web-site in any way or for any reason whatsoever. Stanley Gibbons is not responsible for the incorrect, or non-operation of the Affiliate's site for any reason whatsoever. Stanley Gibbons is not responsible for any incorrect operation of links from the Affiliate's site to the Site . Stanley Gibbons will advise on the correct operation of such links, but it is the Affiliate's responsibility to set up and maintain such links as are, or may, be required to generate referrals and the correct recording of such referrals and subsequent sales.
9) Modification: Stanley Gibbons may revise this Agreement at any time and without notice at its sole discretion. Any change will be deemed to take effect four hours after posting to the Site. The Affiliate's continued participation in the programme will constitute acceptance of any revision to this Agreement. If any revision to this Agreement is unacceptable to the Affiliate then they may terminate this Agreement by giving not less than two weeks notice in writing.
10) Limitation of Liability: Stanley Gibbons will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in any way in connection with this Agreement even if Stanley Gibbons have been advised of the possibility of such damages. Further, Stanley Gibbons' aggregate liability arising with respect to this Agreement will not exceed 125% of the total referral fees paid, or payable, to the Affiliate under this Agreement in the preceding 6 month period giving rise to the liability.
Stanley Gibbons makes no warranty regarding the operation of the Site during the term of the Agreement. Including, without limitation, the availability of the Site and the correct operation of the Site.
11) Indemnification: The Affiliate shall indemnify and hold Stanley Gibbons free from any, and all claims and damages (including legal fees) relating to the content, operation and use of the Affiliate's site or sites. Operation of the Affiliate site is defined, but not limited, to any activities involved in the setting up and operation of the web-site. Use is defined as any user who, through a web-browser, ftp, telnet or other service available on the Affiliate's site, uses the site in any manner whatsoever.
12) Independent Investigation: By accepting this Agreement the Affiliate acknowledges that they have read this Agreement and agrees to its Terms and Conditions. The Affiliate understands that Stanley Gibbons may, at any time (directly or indirectly) solicit customer referrals from other prospective affiliates on terms that may differ from those contained in this Agreement, or operate web-sites that are similar to, or compete with, the Affiliate's web-site. The Affiliate has independently evaluated the desirability of participating in the programme and is not relying on any representation, guarantee or statement other than as set out in this Agreement.
13) General: This Agreement shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.
The terms of this Agreement are confidential and shall not be disclosed to any party, other than Stanley Gibbons and the Affiliate or their respective legal advisors.
The Affiliate may not assign this Agreement, by operation of Law or otherwise, without Stanley Gibbons' prior, written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against, the parties and their respective successors and assigns. Any failure by Stanley Gibbons to enforce the strict performance by the Affiliate, of any provision to this Agreement, will not constitute a waiver of Stanley Gibbons' right to subsequently enforce such provision, or any other provision, of this Agreement.
Nothing in this Agreement implies that the Affiliate is a partner, representative, or employee of Stanley Gibbons. Specifically, this Agreement does not constitute a partnership between Stanley Gibbons and the Affiliate in any way.
For further information on becoming an Affiliate, contact: affiliates@stanleygibbons.co.uk
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