Affiliate Terms And Conditions Agreement
We are: Greg Grant Saddlery Pty Ltd, 14 Exeter Way, CALOUNDRA QLD 4551
Our Website: www.greggrantsaddlery.com.au
You are: Any Club or any person, who signs up to be an Affiliate and provides an Australian Business Number (ABN) or a Statement by a Supplier form, with whom we make an arrangement for payment on sales introduced by the Club or you.
‘Affiliate’ means a Visitor who joins our Affiliate program from your social media activities or other means of contact. It also includes you.
‘Affiliate Tools’ means any material in any medium supplied by us for use by you in promoting our Goods.
‘Commission’ means the money credited by us to you under the terms of this Agreement.
‘Commission Period’ means the period of time starting on the date a Visitor becomes a Tagged Visitor.
‘Confidential Information’ means all information about us. It includes among other things: information about our staff, their personal contact information, our businesses, methods of doing business, future plans, policies, suppliers and customers. It includes information about suppliers, agents, distributors and customers. It includes information about the Intellectual Property.
‘Content’ means the textual, visual or aural content that is encountered as part of your experience on our Website. It may include, among other things: text, images, sounds, videos and animations. It includes Content Posted by you.
‘Goods’ means all of the goods offered for sale by us on our Website.
‘Intellectual Property’ means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
‘customer’ means a Visitor who pays us for Goods.
‘our Website’ means any website of ours and includes all web pages controlled by us.
‘post’ means place on or into our Website any content or material of any sort by any means.
‘reports’ means the reports automatically prepared by our Website for the purpose of providing you with statistics relating to Tagged Visitors and sales.
‘tagged visitor’ means a Visitor who at any time is recorded by us as having reached our Website directly by way of a link from you by whatever means and buys goods from our Website.
‘visitor’ means anyone who visits our Website.
2. Entire Agreement
2.1 This Agreement contains the entire Agreement between the Parties and supersedes all previous agreements and understandings between the parties.
2.2 Each party acknowledges that, in entering into this Agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
3. Relationship To Parties
3.1 This Agreement does not create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for.
3.2 Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
4. Applicable Values
4.1 The Commission rate is 10%.
4.2 Your credit will accrue and be calculate monthly following the month in which sales are made through your tagged visitor .
5. Our Contract
5.1 We will credit you Commission on each sale we make from our Website from a buyer who reaches our Website directly from you and who identifies themselves as your Tagged Visitor.
5.2 You register as an Affiliate by completing the online form. By confirming your registration on that form, you agree to be bound by all the terms and conditions set out in this Agreement.
5.3 This Agreement covers only our Affiliate program. When viewing or using our Website, you are bound by the same terms and conditions as any other Visitor.
6. Commission Calculation And Credit Payment
6.1 We will credit your commission amount when requested. Your credit can be claimed at any time. We are not responsible for delays in transmission to you.
6.2 Commission is calculated as a percentage of the net receipts arising from all sales after payment of any relevant sales tax.
6.3 Commission is calculated as a flat rate on every sale.
6.4 Commission is calculated in Australian dollars. The rate of exchange is taken at the date of payment to you.
6.5 No deduction from Commission is made by us in respect of currency exchange rates.
6.6 Commission is inclusive of any tax payable by you to any authority. If we become liable at law to deduct tax before credit payment to you, we shall do so, crediting the net amount to you.
6.7 Commission will be credited to your club and redeemed via a promo code on online store
6.8 Commission will be only be credited where an Australian Business Number (ABN) is supplied or a Statement of a Supplier form is completed.
6.9 Where an ABN or a Statement of a Supplier form is not supplied, we may choose to credit the commission and withhold 47.5% tax and remit to the Australian Taxation Office as “ABN withholding”.
6.10 If the amount due is less than $10.00 in any month, the amount due will be carried forward to the following month repeatedly until the cumulative amount due exceeds $10.00.
7. Tagging Condition
7.1 Commission shall be payable by us to you in respect of all qualifying actions by Tagged Visitors within the Commission Period.
7.2 For the purpose of this Agreement, a Tagged Visitor is a visitor who identifies themselves as your Tagged Visitor for each sale from our Website.
8. Merchant Tracking And Reports
8.1 We undertake to set up our Affiliate program so as to:
8.1.1 tag the identity of all visitors who identify themselves as coming from you;
8.1.2 record all sales made to your Tagged Visitors within the Commission Period;
8.1.3 record the cumulative amount of Commission due to you for any time period you choose;
8.1.4 record the history of payments of Commission made to you;
8.1.5 provide the Report.
8.2 We undertake to provide password protected access to you to the Reports.
9. Changes To This Agreement
9.1 We reserve the right to change this Agreement at any time and in any way. A change will take effect when we post it on our Website. If you continue to send Visitors to our Website, that will be taken as acceptance of the new terms. However, we do undertake to give you three months’ notice of any proposed change in the Commission rates.
9.2 We reserve the right to change the contract to prospective customers are any time and without notice to you, even if this affects your earnings. This includes change to prices, operating procedures, our Website’s layout and organisation.
10. Refunds, Charges Back And Bad Cheques
10.1 If a payment is later charged back by a merchant service provider or refunded to a customer, then Commission paid to you for that transaction will be repayable and will become a debt due by you, deducted from your new Commission payment.
11. Security Of Our Website
If you violate our Website, we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
11.1 modify, copy or cause damage or unintended effect to any portion of our Website, or any software used within it;
11.2 link to our Website in any way that would cause the appearance or presentation of our Website to be different from what would be seen by a user who accessed our Website by typing the URL into a standard browser;
11.3 Download any part of our Website, without our express written consent;
11.4 collect or use any product listings, descriptions or prices;
11.5 Collect or use any information obtained from or about our Website or the Content, except as intended by this Agreement;
11.6 Aggregate, copy or duplicate in any manner any of the Content or information, available from our Website, other than as permitted by this Agreement or as is reasonably necessary for your use of the Services;
11.7 Despite the above terms, we now grant a licence to you to create a hyperlink to our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon you not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
12. We Control Visitor Data
12.1 We shall be solely responsible for payment processing, cancellations and refund processing, and related customer services.
12.2 All personal information about customers collected by us is owned solely and exclusively by us.
13. Publicity And Affiliate Tools
13.1 You will not create, publish, distribute or permit any written material that makes reference to us without first having obtained our written consent.
13.2 You agree that you will not, without our prior approval in writing, use any written or other means of promoting referrals to us except the material comprising Affiliate Tools.
13.3 Affiliate Tools consisting of text may be changed with our permission. Affiliate Tools comprising graphics may not be changed
13.4 We are under no obligation to provide marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any other content on Your Website.
14. Duration And Termination
This Agreement shall continue until terminated :
14.1 By one week’s notice in writing by either or us to the other; or
14.2 Immediately by us if we decide (in our sole discretion) that you are not representing our brand in a positive manner. If we terminate the Agreement under this paragraph, we do not have to give you any reason; or
14.3 Immediately by either of us if the other commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it
15. At And After Termination
When this Agreement terminates:
15.1 All rights and licences granted to you in this Agreement shall immediately terminate.
15.2 You will not be entitled to Commission for sales made by us after the date of termination.
15.3 You will immediately stop using any Affiliate Tools that may have been provided to you.
15.4 You will remain entitled to all Commission earned on or before the date of termination.
15.5 If we continue to receive payments from Tagged Visitors after termination of this Agreement, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
15.6 You will immediately return to us all copies of any Confidential Information in your possession and will cease to use the Intellectual Property.
15.7 We may withhold from you the final payment of Commission for a reasonable time to ensure that the correct amount is paid.
15.8 All claims or actions that one party has against the other shall remain intact despite termination.
16. Intellectual Property
You agree that at all times you will:
16.1 Not cause or permit anything which may damage or endanger our title to the Intellectual Property;
16.2 Not during the currency of this Agreement or within five year of its expiry, instruct for, create or write software to perform any of the purposes for which the Services are used
16.3 Notify us of any suspected infringement of the Intellectual Property;
16.4 Indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
16.5 On the expiry or termination of this Agreement immediately stop using the Intellectual Property except as expressly authorised by the Company in writing;
16.6 Not use any name or mark similar to or capable of being confused with any name or mark of ours;
16.7 Not use the Intellectual Property except directly in our interest.
17. You Indemnify Us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
17.1 Any claim, representation or warranty made by you in connection with us or the goods; or
17.2 Your failure to comply with the law of any country; or
17.3 Legal or other fees we incur in defending a claim or the imposition of a fine or penalty.
18. Interruption To The Service
18.1 If we believe in our absolute discretion that it is necessary to us to interrupt the Services we may do so without notice to you.
18.2 You acknowledge that the Services may also be interrupted for reasons beyond our control.
18.3 You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to the Services.
19. Disclaimer And Limitation Of Liability
19.1 Greg Grant Saddlery Website is provided “as is”. We make no representation or warranty that the goods will be:
19.1.1 Useful to you;
19.1.2 Of satisfactory quality;
19.1.3 Fit for particular purpose;
19.1.4 Available or accessible, without interruption, or without error.
19.2 We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
19.3 We accept no responsibility for:
19.3.1 Delivery of Content, material or any message;
19.3.2 Privacy of transmission;
19.3.3 Third party advertisements which are posted on Our Website or through the Services;
19.3.4 The conduct, whether online or offline, of any user of Our Website or the Services;
19.3.5 Failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of the Services;
19.3.6 Loss or damage resulting from your attendance at an event organised through our Website or the Services;
19.4 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.
19.5 Except in the case of death or personal injury, our total liability under this Agreement, however it arises, shall not exceed the sum of $10,000.
19.6 We shall not be liable to you for any loss or expense which is:
19.6.1 Indirect or consequential loss; or;
19.6.2 Economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew it might occur.
19.7 This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
19.8 Nothing in this Agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
20. Miscellaneous Matters
20.1 Our privacy is strong and precise. It complies fully with the current privacy law.
20.2 So far as any time, date or period is mentioned in this Agreement, time shall be of the essence.
20.3 If any term or provision of this Agreement is at any time held by an jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms
20.4 The rights and obligations of the parties set out in this Agreement shall pass to any permitted successor in title.
20.5 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
20.6 Any communication to be served on either party by the other shall be delivered by hand or sent by express post or recorded delivery or by email.
20.7 It shall be deemed to have been delivered:
20.8 If delivered by hand: on the day of delivery;
20.9 If sent by post to the correct address: within 72 hours of posting;
20.10 If sent by email to the address from which the receiving party has last sent email: within 24 hours if no notice of non-receipt has been received by the sender.
20.11 In the event of a dispute between the parties to this Agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
20.12 So far as the law permits, and unless otherwise stated, this Agreement does not give any right to any third party.
20.13 In the event of any conflict between any terms of this Agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of the Agreement shall prevail.
20.14 The validity, construction and performance of this Agreement shall be governed by the laws of the State of Queensland and you agree that any dispute arising from it shall be litigated only in that State.