Affiliate Terms and Conditions

Elise Sports Ltd

Affiliate Terms and Conditions

 These Terms and Conditions apply to participants in the Elise Sports Affiliate Programme (“the Affiliate Programme”) operated by Elise Sports Ltd a company registered in England under number 12607817 whose registered office is at 85 Great Portland Street (1st Floor), Great Portland Street, London, England, W1W 7LT (“the Company”).

The Company operates the Elise Sports website at https://www.elisesports.com (“the Company Website”) for the purposes of marketing its goods to its users.

Affiliates (each an “Affiliate”) operate their own social media accounts and/or websites (each an “Affiliate Website”) for the purposes of marketing their goods and/or services to their users.

Affiliates participating in the Affiliate Programme shall use a unique URL or promotion code, as provided by Elise Sports to identify their traffic and referrals.

By accepting these Terms and Conditions, the Affiliate hereby applies to become a member of the Affiliate Programme subject to these Terms and Conditions and shall enter into a contract with the Company on those terms upon the Company’s acceptance of the Affiliate’s application, as described in Clause 1  

1. Enrolment in the Affiliate Programme

By enrolling in the Affiliate Programme, the Affiliate agrees that, at the time of registration, they will provide accurate and complete registration data and that the registration data will be updated and amended as required in the event of future changes.

1.2       Acceptance of these Terms and Conditions and the Affiliate’s indication that they wish to enrol in the Affiliate Programme constitutes an application to enrol in the Affiliate Programme which the Company may, at its sole discretion, accept.

1.3       The Company may, at its sole discretion, review the Affiliate Social Accounts to ascertain suitability

1.4       Upon the Company’s acceptance of the Affiliate’s application to enrol in the Affiliate Programme, a contract shall be formed between the Company and the Affiliate, subject to and incorporating these Terms and Conditions (“the Agreement”). The Affiliate shall be notified forthwith and the date on which the Agreement is formed shall be referred to as the Effective Date.

1.5       The Agreement shall be non-exclusive and shall not restrict or prevent the Company from entering into similar or different arrangements with third parties.

  1. Nature of the Relationship

The nature of the relationship between Elise Sports Ltd and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of Elise Sports Ltd. Specifically, Elise Sports Ltd is not a member of any partnership, joint venture or franchise arrangement with you.

  1. Ownership and use of Elise Sports Ltd Materials

 "Elise Sports Ltd Materials" include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial Elise Sports Ltd Material or any other materials provided by Elise Sports Ltd, the Site or any Elise Sports Ltd service in any way. Elise Sports Ltd retains complete ownership and all rights to the Elise Sports Ltd Materials.

3.2  You do not have the right to use or change any of the Elise Sports Ltd Materials without prior written consent of Elise Sports Ltd. You do not have the right to use any Elise Sports Ltd Materials for third party or competitive use. All use of Elise Sports Ltd Materials, with or without prior written consent, will cease after termination of this agreement.

4. Term

This Agreement will be for an indefinite term and can be terminated immediately without cause by either Elise Sports Ltd or you are providing notice to the other party. Upon termination, you will stop using Elise Sports Ltd Materials and you will discontinue any use of the Elise Sports Ltd trademark.

5.  Your Compensation

Elise Sports Ltd agrees to pay you a commission of fifteen percent (15%) of all sales (excluding VAT, shipping costs, fees paid to external service providers, fees paid to external suppliers and some subscription renewals) generated from the traffic sent by your social media account or website. This traffic will be given a tracking cookie provided the person has not previously visited our site and has an existing tracking cookie from another affiliate. You will get credit for such sales during the life of the tracking cookie. You can provide a 10% percent discount off applicable Elise Sports Ltd products (discounts are not applicable to fees paid to external service providers, fees paid to external suppliers, and some subscription renewals) for visitors from your account or website. The total of the commission and discount will not be more than the twenty five percent. Payments are calculated on the first business day of the month and are accrued when the 30 day customer returns period has expired.  Payment will be sent within five business days when commissions payable total £10 or more. You will have access to sales and commission reports available through the Elise Sports Ltd Affiliate Program Dashboard. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.

5.1 Commission shall be payable only on actual receipts, not on an accruals basis. If the Company does not receive revenue on a Completed Sale, no Commission shall be payable to the Affiliate.

5.2  The Affiliate shall immediately notify the Company if its contact details or address details change during the term of the Agreement and shall complete any and all forms required by HM Revenue & Customs and any other applicable public authority with respect to its activities under the Agreement.

5.3 In the event of any refunds issued for any reason including, but not limited to fraud and where such refunds are not incurred through any fault of the Company’s, the Affiliate may be contacted to arrange for the repayment of any related Commission.

6. Content Development

You are solely responsible for all content development (and its cost) on your web site

7. Confidentiality

You may be given or obtain access to non-public information of Elise Sports Ltd that Elise Sports Ltd considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively "Confidential Information"). You agree not to use any Confidential Information disclosed to you by Elise Sports Ltd for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify Elise Sports Ltd immediately and in writing of any misuse or misappropriation of Elise Sports Ltd's Confidential Information, which may come to your attention and to return Elise Sports Ltd's Confidential Information upon the request of Elise Sports Ltd. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Elise Sports Ltd.

8.  Return of Confidential Property

Upon Elise Sports Ltd's request (and upon termination of this Agreement), you will deliver to Elise Sports Ltd all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to Elise Sports Ltd's business including all copies, extracts, summaries and analyses.

9.  Indemnity

9.1       The  Affiliate shall indemnify the Company against all liabilities, costs, expenses, damages, and losses (including, but not limited to, direct or consequential loss, loss of profit, loss of reputation, and any and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable costs and expenses) suffered or incurred by the Company arising out of or in connection with the Affiliate Social/Website or the marketing or sale of goods or services on the Affiliate Social/Website.

10.  Limitations of damages

Elise Sports Ltd will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if Elise Sports Ltd is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against Elise Sports Ltd regarding such damages.

11.Trademarks and other Intellectual Property

You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of Elise Sports Ltd (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of Elise Sports Ltd. You may use and display such trademarks only in the manner and for the purpose authorised by Elise Sports Ltd, and only during the Term of this Agreement. Elise Sports Ltd reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of Elise Sports Ltd in any corporate, partnership or business name without Elise Sports Ltd's prior written consent

12.  Media

 

No press releases mentioning your affiliate program participation may be made without prior written consent of Elise Sports Ltd to a release being made. You will provide a copy of any press releases to Elise Sports Ltd.

13.  Conduct

You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade Elise Sports Ltd or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market Elise Sports Ltd's Site or products using illegal, unethical, or misleading methods, or through inaccurate content.

14.  Modification to Terms

Elise Sports Ltd reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. Elise Sports Ltd is not bound by any other modifications to these terms and conditions unless signed in writing by an authorised Elise Sports Ltd officer.

15.  Entire Agreement

This Agreement, the Site Terms and Conditions and the Site Legal Disclaimer, as amended from time to time, and located at https://www.elisesports.com , constitute part of this Agreement.

16. Assignment

This Agreement cannot be assigned.

17.  Waivers

No failure or delay, on the part of Elise Sports Ltd, in exercising any right or power under these Terms will operate as a waiver of such right or power.

18. Severability

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

19. Data Protection

Each Party shall at all times, and at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time with respect to the use of personal data, and shall assist the other Party in complying with the same.

19.2    The legislation and regulatory requirements referred to in sub-Clause 19.1 include, but are not limited to, the Data Protection Act 2018 and any successor legislation, the EU General Data Protection Regulation (2016/679) (“GDPR”) for as long as and to the extent that EU law has legal effect in the UK, any UK legislation enacted as a successor to the GDPR, and any other directly applicable EU legislation relating to privacy and data protection (including successor UK legislation).

 20.  Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution, and carrying into effect of the Agreement.

 21.  Assignment and Other Dealings

21.1    The Affiliate shall not assign, mortgage, charge (otherwise than by floating charge), declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the Company, such consent not to be unreasonably withheld.

21.2    The Company may assign, mortgage, charge, declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder.

 21.  Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

22.  Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

23. Notices

23.1    All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

23.2    Notices shall be deemed to have been duly given:

23.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

23.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

23.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

23.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 24. Entire Agreement

24.1    The Agreement, incorporating these Terms and Conditions, constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

24.2    Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

25.Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

26. Law and Jurisdiction

26.1    The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

26.2    Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

Updated: 24th September 2020