Affiliate Service Terms and Conditions
Terms & Conditions
Please read this Agreement carefully before registering and using the Service. By clicking the "I have read and accept the The Vape Shop.co.uk Affiliate Service Terms and Conditions" box at the bottom of the signup page; you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept these terms and conditions you will not be allowed to participate in the Service.
INTRODUCTION AND DEFINITIONS
1.1 This Service Membership Agreement (the "Agreement") is made between TVS, (“THE VAPE SHOP.CO.UK”) and you, as user of the “The Vape Shop.co.uk Affiliate Service” (“the Affiliate”).
1.2 In this Agreement, the following words and expressions shall have the following meanings:
1.2.1 “Affiliate Property”: any Affiliate Website or other venues where the Affiliate has placed Links;
1.2.2 “Affiliate Website”: any website where the Affiliate has placed Links;
1.2.3 “Applicant”: an entity that wishes to become an Affiliate;
1.2.4 “Code of Conduct”: the obligations and covenants of the Affiliate detailed on the Schedule (as amended from time to time) which are a condition of the Agreement;
1.2.5 “CPA”: (cost per acquisition) the payment of a fee to an Affiliate which is contingent on a Visitor reaching a Merchant’s Website through a Valid Click, and purchasing goods or services from the Merchant in the Relevant Period;
1.2.6 “Links”: the hyperlink references (whether text, button, banner or any other format) from Affiliate Properties to TVS;
1.2.7 “Minimum Thresholds”: in relation to CPA the sum of (if the Affiliate is paid by credit transfer (PayPal) £10 or (if the Affiliate is paid by cheque) £25;
1.2.8 “Referer Logs”: data collated and retained by TVS that identifies the Affiliate Property which directed any particular Visitor to The Vape Shop.co.uk’s Website;
1.2.9 “Relevant Period”: the time period which will determine whether an Affiliate earns a CPA following a Visitor’s purchase from The Vape Shop.co.uk. The Relevant Period will be 1 weeks (7 days)
1.2.10 “Sale”: A Visitor making a Valid Click and purchasing goods from TVS within the Relevant Period which is subsequently validated by theTVS;
1.2.11 “Selected Venues”: the Affiliate Properties where the Applicant will, if subsequently invited to become an Affiliate, place Links;
1.2.12 “Service”: the affiliate system known as “Affiliates” which is provided by THE VAPE SHOP.CO.UK whereby THE VAPE SHOP.CO.UK introduces Affiliates to a personal affiliate account hosted by The Vape Shop.co.uk;
1.2.13 “Service Website”: means THE VAPE SHOP.CO.UK’s website system which operates the Service;
1.2.14 “VAT”: Value Added Tax as referred to in the Value Added Tax Act 1994;
1.2.15 "Valid Click”: a click which a bona fide Visitor voluntarily makes on a Link within an Affiliate Property, in order to access a Merchant’s Website. Valid Clicks only include clicks consistent with the terms of this Agreement and the Code of Conduct;
1.2.16 "Visitor": any person or entity that clicks on a Link.
1.3 In this Agreement unless the context otherwise requires, reference to:
1.3.1 the singular shall include reference to the plural and vice versa;
1.3.2 any gender shall include references to the other, and words importing a gender shall include every gender;
1.3.3 a "person" includes an individual, company, limited liability partnership or partnership;
1.3.4 a statute, enactment, order, regulation or other similar instrument shall be construed as a reference to it as from time to time amended, consolidated or re-enacted and includes all instruments or orders made under such enactment.
JOINING THE VAPE SHOP.CO.UK
2.1 The success of the Affiliate Service requires that THE VAPE SHOP.CO.UK maintains high standards for participating Affiliates. THE VAPE SHOP.CO.UK therefore vets all Affiliate applications.
2.2 THE VAPE SHOP.CO.UK will decide at its discretion whether any Applicant will be permitted to become an Affiliate. THE VAPE SHOP.CO.UK’s decision will be final and not subject to scrutiny or challenge.
2.3 Each Applicant must provide to THE VAPE SHOP.CO.UK full details of properties that the affiliate has placed TVS links on.
2.4 Each Applicant must provide THE VAPE SHOP.CO.UK with its physical address. PO boxes and other mail forwarding services are not allowed.
2.5 If the Applicant is a company or LLP, the Applicant must inform THE VAPE SHOP.CO.UK of its registered office and registration number.
2.6 Applicants may only participate in the Electronic Cigarette Affiliate Service offered by TVS after attaining 18 years of age. If an Applicant has not reached the age of 18, a parent or legal guardian must give THE VAPE SHOP.CO.UK his/her consent to the Applicant participating as an Affiliate.
2.8 It is each Affiliate’s responsibility to (if necessary) register with HMRC for VAT, and once registered to promptly inform THE VAPE SHOP.CO.UK of its VAT registration number.
2.9 In addition to THE VAPE SHOP.CO.UK approving the Selected Venues the Affiliate recognises that THE VAPE SHOP.CO.UK will at all times and without reference to the Affiliate monitor the Affiliate Properties and any Links to ensure that the Affiliate is not in breach of the terms of this Agreement.
THE AFFILIATE’S OBLIGATIONS
3.1 An Affiliate may only place Links on its Affiliate Properties, Subject to the provisions of this Agreement, each Affiliate may at any time place and remove whatever Links it so elects.
3.2 Links must not mislead Visitors. Links may only be placed with the intention of delivering Valid Clicks to The Vape Shop.co.uk.
3.4 Affiliates must not “spam” or use unsolicited email. If THE VAPE SHOP.CO.UK discovers that an Affiliate is “spamming” or using unsolicited email, THE VAPE SHOP.CO.UK will immediately terminate that Affiliate’s participation in the Service and may claim any legal costs.
3.5 THE VAPE SHOP.CO.UK will provide each Affiliate with a password which the Affiliate agrees to keep secure.
3.6 The Affiliate agrees not to select the name of another person with the intent to impersonate that person or deceive other users as to the Affiliate’s true identity.
3.7 The Affiliate agrees to provide THE VAPE SHOP.CO.UK accurate, complete and non-misleading information regarding the Affiliate’s identity and practices.
3.8 The Affiliate acknowledges that THE VAPE SHOP.CO.UK shall act upon any information or instructions that THE VAPE SHOP.CO.UK reasonably believes comes from the Affiliate. THE VAPE SHOP.CO.UK shall not be liable to the Affiliate if it transpires that such information has come from another source.
3.9 The Affiliate shall immediately notify THE VAPE SHOP.CO.UK by email at firstname.lastname@example.org if:
3.9.1 the Affiliate believes that any unauthorised use has or may be made of the password referred to in clause 3.5;
3.9.2 the Affiliate suspects or is aware of any other actual or possible abuses of the Affiliate Service.
3.10 The Affiliate recognises that hard coding any banner, button or Link may impact on the future accuracy of those Links. The Affiliate understands that any breach of this clause
3.10.1 lead to Visitors receiving inaccurate information with the reputation of the Affiliate Service consequently being brought into disrepute;
3.10.2 entitle THE VAPE SHOP.CO.UK to terminate the Agreement pursuant to clause 10.3;
3.10.3 lead to a Visitor seeking redress directly from the Affiliate.
3.11 All content that the Affiliate provides to and uses in connection with the Service must be owned by the Affiliate.
3.12 The Affiliate must ensure that it has all necessary registrations and consents to participate in the Affiliate Service. This includes, but is not limited to, registration with the UK Financial Services Authority. It is the Affiliate’s responsibility to take its own independent advice as to which consents are required. THE VAPE SHOP.CO.UK will not advise any Affiliate. The Affiliate covenants to adhere to any such regulatory requirements whilst participating in the Programme.
CODE OF CONDUCT
4.1 The Affiliate covenants with THE VAPE SHOP.CO.UK to adhere to the Code of Conduct.
4.2 THE VAPE SHOP.CO.UK reserves the right to modify and update the Code of Conduct from time to time so that the Code of Conduct reflects, to the extent possible, ethical practice in light of changing technology. THE VAPE SHOP.CO.UK will place the updated Code of Conduct on the Service Website. It is the Affiliate’s responsibility to review the Code of Conduct and remain aware of such changes.
4.3 The Affiliate agrees to adhere to any additional code of conduct or terms of business which any Merchant may require those Affiliates which participate in that Merchant’s Programme to adhere to.
5.1 Once a Sale has occurred then (subject to the remaining provisions of this clause 5) the Affiliate will be paid a CPA by THE VAPE SHOP.CO.UK.
5.2 THE VAPE SHOP.CO.UK will invoice the Merchants twice each month. Payment should be made by the Merchant in question to THE VAPE SHOP.CO.UK by the end of the month in which (as the case maybe) validation or a Valid Click occurs.
5.3 Once the Merchant has paid THE VAPE SHOP.CO.UK then THE VAPE SHOP.CO.UK will prepare and send the Affiliate an invoice together with payment in respect of the CPA that the Affiliate has earned by generating the Sale. THE VAPE SHOP.CO.UK will endeavour to pay the CPA to the Affiliate the same week cleared funds have been received by TVS.
5.4 Time shall not be of the essence regarding these payments and notwithstanding the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 interest shall not accrue on any CPA which pursuant to this Agreement are due to the Affiliate.
5.5 All statistics are collected and calculated by THE VAPE SHOP.CO.UK and these will be the only valid statistics used by THE VAPE SHOP.CO.UK when determining whether CPA are payable.
5.6 CPA shall not be paid to the Affiliate if the aggregate of CPA owed by THE VAPE SHOP.CO.UK to the Affiliate is less than the Minimum Thresholds.
RESERVATION OF RIGHTS
7.1 THE VAPE SHOP.CO.UK reserves the right to modify this Agreement at any time. Furthermore, THE VAPE SHOP.CO.UK may add to, change, suspend or discontinue any aspect of the Affiliate Service at any time. In either case THE VAPE SHOP.CO.UK will notify the Affiliate via email, newsletter or the Affiliate Service Website of such changes. On receipt of such notice, the Affiliate may immediately withdraw from the Affiliate Service by giving THE VAPE SHOP.CO.UK written notice. If no such notice is given to THE VAPE SHOP.CO.UK within one week, then the Affiliate will be deemed to have consented to the changes.
7.2 Notwithstanding the provisions of clause 7.1 THE VAPE SHOP.CO.UK may update the Code of Conduct as prescribed in clause 4.2. In such circumstances the Affiliate will not be entitled to terminate the Agreement.
7.3 If THE VAPE SHOP.CO.UK discovers a breach of this Agreement, THE VAPE SHOP.CO.UK may suspend the Affiliate’s participation in the Programme and/or remove or disable any Links. In such circumstances, pursuant to clause 10.3, THE VAPE SHOP.CO.UK may withhold any money that would otherwise be due to the Affiliate from use of the Service prior to termination.
LIMITATION OF LIABILITY AND INDEMNITY
8.1 The Affiliate Service, its use and the results of such use are provided "as is" to the fullest extent permissible pursuant to applicable law. THE VAPE SHOP.CO.UK disclaims all warranties express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Affiliate Service, its use and the results of such use. Without limiting the foregoing, THE VAPE SHOP.CO.UK specifically disclaims any warranty
(a) that the Service will be uninterrupted or error-free,
(b) that defects will be corrected,
(c) that there are no viruses or other harmful components,
(d) that the security methods employed will be sufficient, or
(e) regarding correctness, accuracy, or reliability. The Affiliate Service relies on the performance of third parties beyond THE VAPE SHOP.CO.UK’s control.
8.2 THE VAPE SHOP.CO.UK shall not be liable for (i) any indirect, special, incidental or consequential loss of any nature arising out of THE VAPE SHOP.CO.UK’s obligations as set out in this Agreement, THE VAPE SHOP.CO.UK’s negligence, the use of or inability to use the Service or any information provided on the Service Website or any other hyperlinked website, such loss will include, without limitation, damages for loss of goodwill, lost profits, business interruption, loss of software, or other data on Affiliate’s information handling system or otherwise, even if THE VAPE SHOP.CO.UK has been advised of the possibility of such damages or (ii) any claim attributable to errors, omissions or other inaccuracies in the Service Website or any hyper linked website.
8.3 The Affiliate will indemnify, defend, and hold harmless THE VAPE SHOP.CO.UK and its, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) directly or indirectly arising from or relating to any matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
8.7 THE VAPE SHOP.CO.UK makes no representations and gives no warranties whatsoever about any other website which may be accessed through the Affiliate Service. In addition, a link to The Vape Shop website not owned or under the control of THE VAPE SHOP.CO.UK does not mean that THE VAPE SHOP.CO.UK endorses or accepts any responsibility for the content or the use of such website.
DISCLOSURE AND COLLECTION OF INFORMATION AND CONFIDENTIALITY
9.1 The following information may be posted on the Affiliate Service Website:
9.1.1 the Affiliate’s identity as one of the entities that has subscribed to the Service;
9.1.2 any information (other than information expressly marked as being confidential) that is disclosed by the Affiliate to THE VAPE SHOP.CO.UK.
9.2 In order to enable THE VAPE SHOP.CO.UK to improve, promote and/or market the Service, THE VAPE SHOP.CO.UK may produce statistics or summaries relating to the use of the Affiliate Service. None of this information shall identify the Affiliate.
9.3 THE VAPE SHOP.CO.UK may contact the Affiliate by email, telephone or post for feedback regarding the Service.
9.4 THE VAPE SHOP.CO.UK shall keep all information submitted by the Affiliate confidential except as provided within this Agreement.
9.5 The confidentiality obligations in this clause 9 shall not apply to the following information:
9.5.1 any information which comes into the recipient party’s possession (from someone other than the party disclosing the information in question) with no obligation of confidentiality attached;
9.5.2 any information which is disclosed with the prior approval of the disclosing party;
9.5.3 information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information.
9.6 The Affiliate shall keep all information disclosed to the Affiliate by THE VAPE SHOP.CO.UK relating to THE VAPE SHOP.CO.UK’s business or affairs or the business or affairs of any Merchant or any potential Merchant strictly confidential unless one of the exceptions stated in clause 9.5 shall apply.
TERM AND TERMINATION
10.1 This Agreement shall commence on the date of this Agreement.
10.2 This Agreement may be terminated by The Vape Shop or the Affiliate at any time.
10.3 Either party may terminate the Agreement immediately if the other party is in breach of its obligations. In accordance with clause 7.4, if the Affiliate is in breach of its obligations, THE VAPE SHOP.CO.UK shall be under no duty to pay to the Affiliate any CPA that that would otherwise be due to be paid to the Affiliate by THE VAPE SHOP.CO.UK.
10.4 THE VAPE SHOP.CO.UK may terminate this Arrangement with immediate effect if:
10.4.1 the Affiliate ceases or threatens to cease to carry on its business;
10.4.2 a receiver, administrative receiver or similar officer is appointed over the whole or any part of the Affiliate’s business or assets;
10.4.3 an application is made (in respect of an Affiliate) either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given;
10.4.4 the Affiliate makes any arrangement for the benefit of its creditors;
10.4.5 the Affiliate goes into liquidation save for the purposes of a genuine amalgamation or reconstruction.
10.5 If the Affiliate accepts that if it (as a member of the Affiliate Service) acts fraudulently then THE VAPE SHOP.CO.UK shall terminate the Agreement and in addition to the provisions of clause 10.3 will also be under no obligation to pay any further CPA to the Affiliate.
10.7 The termination of this Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date.
CONSEQUENCES OF TERMINATION
11.1 Upon the termination of the Agreement, the Affiliate shall immediately remove all Links from its sites. The Affiliate shall not be entitled to receive any CPA for Sales which occur after the termination date.
11.2 Clauses 9.6, 11.3 and 11.4 shall survive the termination of this Agreement.
11.3 The Affiliate shall acquire no rights following the termination of this Agreement to use any
(1) registered or unregistered trade marks or design rights;
(2) works attracting copyright protection;
(3) domain names;
(4) any text, or images, banners created or commissioned by or for THE VAPE SHOP.CO.UK.
12.1 This Agreement is personal to the Affiliate who shall not, without the prior written consent of THE VAPE SHOP.CO.UK assign or transfer any of its rights and obligations under or arising out of this Agreement. The Affiliate consents to the assignment or delegation by THE VAPE SHOP.CO.UK of its rights, benefits and duties under this Agreement and to THE VAPE SHOP.CO.UK giving anyone information in connection with the proposed transfer of this Agreement.
12.2 Except as provided for in clause 7.1, all notices proceedings or other formal documents to be served by either party on the other shall be delivered by hand or by recorded delivery to the other’s address and all notices shall be deemed to be received upon delivery.
12.3 This Agreement sets out the entire agreement and understanding between the parties. No other representation or statement (excluding those which are fraudulent), whether or not in writing, shall form a term of this Agreement.
12.4 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
12.5 Nothing in this Agreement is intended to, or shall be deemed to:
12.5.1 establish any partnership or joint venture between THE VAPE SHOP.CO.UK and the Affiliate;
12.5.2 constitute any party to be the agent of another party;
12.5.3 create any arrangement whereby one party holds monies or other benefits under this Agreement on trust for the other.
12.6 This Agreement is governed and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.
12.7 No third party shall acquire rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
CODE OF CONDUCT
This Code of Conduct (as amended from time to time by THE VAPE SHOP.CO.UK) is part of the THE VAPE SHOP.CO.UK Affiliate Service Membership Agreement (as amended from time to time) “Agreement” and uses the same definitions.
If an Affiliate breaches these rules, then THE VAPE SHOP.CO.UK may terminate the Agreement or the Affiliate’s participation in a particular Merchant’s Programme. Pursuant to clause 10.3 of the Agreement, THE VAPE SHOP.CO.UK will be under no obligation to pay any CPA to the Affiliate.
1 Content of Affiliate Website
1.1 An Affiliate may place Links on its Affiliate Properties.
1.2 The Affiliate agrees not to provide THE VAPE SHOP.CO.UK with any information or material that infringes the rights of any other person (including any intellectual property rights). This includes both the unauthorized placing of any links to any website or other application owned or operated by THE VAPE SHOP.CO.UK and the selection of Links which are not in keeping with the image that The Vape Shop.co.uk’s Website is presenting.
1.3 The Affiliate further acknowledges to at all times respect the intellectual property and other rights of THE VAPE SHOP.CO.UK.
1.4 Each Affiliate Website must reflect favourably on THE VAPE SHOP.CO.UK. Affiliates agree not to provide, promote, distribute, place or otherwise publish any content which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law. Affiliates further agree not to place Links on any websites that are pornographic (or display pornographic material or advertisements); that promote or condone violence, bigotry or hatred; that promote gambling in any form; or that promote any illegal activity including (but not limited to) warez, cracking, ROM or emulator sites, or hacking. As THE VAPE SHOP.CO.UK is not in a position to review all information provided or used by Affiliates, each Affiliate remains solely responsible for the content of its website.
1.5 Each Affiliate Website must conform to good advertising practices. Affiliates must not support, advertise, or promote downloadable advertising software (commonly known as “adware” or “spyware”), whether by promoting those applications on any Affiliate Website or in any other way.
1.6 Affiliates must ensure that any information on the Affiliate Website which refers to any goods or services sold by The Vape Shop.co.uk is accurate, comprehensive and not misleading.
Manipulation of the Service
2.1 Affiliates must act ethically and reasonably in their use of the Affiliate Service and their provision of Visitors to The Vape Sho.co.uk’s website. Affiliates must not do anything (or cause or permit anything to occur) which will cause TVS to pay CPA to an Affiliate on sales which the Affiliate did not procure legitimately.
2.2 THE VAPE SHOP.CO.UK will only pay CPA to an Affiliate when the Affiliate procured a Visitor who actually and intentionally accessed the TVS Website by means of a Valid Click from an Affiliate Property and then purchases and pays for a product.
2.3 Affiliates must not use spyware, adware, malware, robots (not including link checkers), forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.
2.4 Each Affiliate is responsible for the quality and origin of the traffic it provides to the Affiliate Service and to TVS website. Accurate and not misleading traffic origins “Traffic Data” must be immediately disclosed to THE VAPE SHOP.CO.UK on request so that THE VAPE SHOP.CO.UK can verify the Traffic Data disclosed against the corresponding content of the Referer Logs. Even if THE VAPE SHOP.CO.UK grants an Affiliate permission to acquire traffic through third party suppliers, the Affiliate remains responsible for the quality and origin of that Traffic Data.
2.5 The Affiliate will not do anything or permit anything to happen which may lead to inaccurate or incomplete Traffic Data to THE VAPE SHOP.CO.UK.
2.6 Affiliates must not place any software on a Visitor’s personal computer which may override cookies or promote or display Links (whether “adware,” “spyware,” “shopping assistant,” “price comparison,” “reminder,” or otherwise), nor may Affiliates use any such software placed by others.
2.7 Affiliates must not purchase, license, or operate any domain name which is confusingly similar to the URL of any Merchant’s Website.
2.8 These prohibitions are not exhaustive. If an Affiliate violates the spirit of these requirements, or if THE VAPE SHOP.CO.UK otherwise regards an Affiliate’s behaviour as unethical, THE VAPE SHOP.CO.UK may terminate that Affiliate’s participation in the Service and not pay CPA or CPC to the Affiliate pursuant to clause 10.3 of the Service Agreement. THE VAPE SHOP.CO.UK’s decision in this regard will be final and not subject to scrutiny or challenge.