Heritage Framing Limited (HFL) Affiliate Programme Terms and Conditions

  1. Definitions

“this Agreement” shall mean the contents of the contract between HFL and the Affiliate in respect of the Programme.

“HFL” shall mean Heritage Framing Limited of (Company No. 09160962), whose registered office is at South Staffs Freight Building, Lynn Lane, Shenstone, Lichfield, Staffordshire, England, WS14 0ED.

‘the Site’ shall mean heritageframinglimited.co.uk website.

‘the Programme’ shall mean the affiliate Programme as set out on the Site and that is governed by this Agreement.

‘the Link’ shall mean the HTML link provided from time to time by HFL to link the Affiliate’s website to the Site.

‘the Affiliate’ shall mean the party who agrees to take part in the Programme.

  1. The Programme

2.1) The Programme shall be the affiliate programme as set out on the Site from time to time.

2.2) HFL is entitled to vary, amend, or cancel the Programme without giving notice to the Affiliate. HFL may make any such change by publishing any revised terms on the Site.

2.3) The Programme is expressly a business-to-business relationship and both HFL and the Affiliate enter into it in a business capacity and not as a consumer.

2.4) The Programme does not entitle the Affiliate to represent themselves as an agent, partner or any other form of associate of HFL other than as an Affiliate as expressly provided for in this Agreement.

  1. Suitability for the HFL Affiliate Program

3.1) HFL reserves the right to terminate this Agreement and the Affiliate’s status at any time for any reason whatsoever at its sole discretion.

3.2) In particular if HFL deems that the Affiliate’s website is inappropriate for the Programme then this Agreement shall be terminated. The Affiliate’s website may be deemed inappropriate if in the view of HFL it contains, promotes, or contains links to sites that are:

3.3) discriminatory, sexually explicit, or violent material, or

3.3) promote, depict, or contain links to material that promote or depict discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age, or

3.4) contains unlawful material, this shall include but not be limited to materials that may possibly violate another’s intellectual property rights, or

3.5) contains information regarding, promotes or links to a site that provides information or promotes illegal activity, or

3.6) for any other reason that is deemed by HFL (at its sole discretion) to be unsuitable.

3.7) HFL reserves the right to withdraw Affiliate status at any time after you have been accepted onto the Programme for any reason that HFL deems relevant. Acceptance into the Programme does not mean that HFL has specifically approved the Affiliate or its website.

  1. Legitimate methods of advertising

4.1) In order to receive commission’s for referring customers to HFL, the Affiliate must engage in proper advertising. Affiliates found to be engaging in improper advertising shall have their agreement terminated and their affiliate status revoked. HFL shall be the sole and absolute arbiter of what constitutes proper advertising.

4.2) A non-exhaustive list of examples of improper advertising shall include but not be limited to:

4.2.1) the forwarding of any urls direct to heritageframinglimited.co.uk (this includes misspells of the above trademark domain); and

4.2.2) forcing cookies through iframes;

4.2.3) advertising through third party networks; with the exception arising from Clause 4.3 below;

4.2.4) brand bidding (including misspells) for PPC advertising,

4.2.5) including your HFL affiliate link within Unsolicited Commercial Email (UCE) or SPAM,

4.2.6) including any of HFL url in search adverts.

4.3) Affiliates are permitted to promote HFL through various social media communities, as a limited exception to Clause 4.2.3 above. However, Affiliates are not permitted to create groups or specific web pages in social communities whereby they purport or hold themselves out to be representatives of HFL.

4.4) HJFL reserves the right to conclude that you have engaged in an improper method of advertising according to our standards, at our sole discretion. We may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief and is without any duty on HFL to prove that our opinion or suspicion is well-founded; and even if our opinion is proven not to be well-founded or if other hosting/domain name companies have not deemed it to be an improper method of advertising.

4.5) Any Affiliate found to be adopting improper methods of advertising for the purpose of the Programme shall be deemed to have been in breach of this Agreement and shall have their Affiliate status revoked. Such an Affiliate will therefore immediately cease in being an Affiliate of HFL.

4.6) Any sales that have been generated through improper advertising will not qualify for commission or credit from HFL.

4.7) Any Affiliate found to be utilising these or any other improper methods of advertising may be required to pay back any such commission that has been paid by HFL to them. If HFL elects not to enforce this right it shall not be deemed to be a waiver of any other rights that it may have under this Agreement.

  1. The Procedure

5.1) Subject to the terms of this Section, we will provide to you all Links, and any related banners, graphics, or text advertisements necessary to promote and offer the HFL Services to your site’s visitors and/or its members. The HFL link may contain any picture, text, logo, graphic, that maybe be attributed with HFL.

5.2) HFL reserves the right to change the content and or display of the Link from time to time in our sole discretion. The link will connect your site with the area on our site (the landing page) where your referral may apply for HFL products directly with us. The presence of the HFL on your site will serve to identify you as a member of our Affiliate Programme.

  1. The Payment of Commission

6.1) Once a customer has arrived at our website having followed the Link, their actions on our website will be tracked for 120 days using a cookie. You will earn commission on their first order that is placed during the 120 day period. HFL will not be responsible for commissions missed due to the cookie being deleted or blocked or in any other way failing to track the customer from the Link.

6.2) Affiliates will only earn commission fees only with respect to activity on our site occurring directly through the Link that will appear on their website.

6.3) HFL is under no obligation whatsoever to pay any commission to any Affiliate who does not strictly follow this Agreement as published from time to time.

6.4) HFL reserves the right to take legal action against any Affiliate that commits fraud, or conspiracy to defraud and to recover any commissions paid to an Affiliate which was earned as a result of such fraud. For the purposes of this agreement fraud shall include but not be limited to wittingly violating the terms of this Agreement.

6.7) HFL reserves the sole right to change the commission balance threshold at any time it sees fit without the prior the consent of its affiliates. In the event of a commission balance threshold change HFL shall notify all its affiliates of the change before hand. If any modification to the commission balance threshold or the Agreement as a whole is not acceptable to an Affiliate, the Affiliate shall be entitled to terminate this Agreement. If an Affiliate terminates this Agreement for any reason whatsoever then it shall not be entitled to any commission payments earned after it has terminated this Agreement.

6.7) The Affiliate’s continuing participation in the Programme constitutes its acceptance of any change to the commission balance threshold or to any other part of this Agreement.

6.8) Affiliates payments will be settled by the end of the 2nd month after purchase. This is to allow sufficient time to confirm no sale return items by the buyer. If a buyer did return a sale item, the Affiliate would not be paid commission as the sale would be voided.

6.9) Affiliates will only be paid Commissions for the first order made by their referral customer only. Commissions will not be not paid on orders made by existing HFL customers. HFL will not pay commission for products that an Affiliate purchases for itself through the Link. The HFL system will simply not recognise this as an Affiliate sale. Web agencies or resellers purchasing domains or products through their account for other people are encouraged to contact HFL directly for information on how they can become eligible for commission.

  1. HFL Obligations

HFL agrees to undertake the following obligations:

7.1) provide all information necessary to allow the Affiliate to make necessary the Link from the heritageframinglimited.co.uk to the Affiliate’s site,

7.2) processing all orders for HFL products or services placed by a referral following the Link,

7.3) tracking the number and amount of relevant sales generated through the Link,

7.4) providing information to you regarding commission payments,

7.5) credit card authorisations, payment processing, cancellations, returns, and all other related customer service for HFL for the purpose of our business, and

7.6) establishing the payment frequency and payouts of earned commissions as contained in Section 6 of this Agreement.

  1. The Affiliate’s Obligations

The Affiliate agrees to be solely responsible for the following and shall keep HFL fully indemnified in respect of:

8.1) the content of the Affiliate’s site or any site that they may be connected to,

8.2) any misrepresentation of HFL or its products or services,

8.3) making of any false claims, representations or warranties in connection with HFL,

8.3) ensuring that your site and your products and services that you offer from your site comply with all applicable copyright, trademark, any intellectual property right, Data Protection, anti-spam or any other applicable law,

8.4) obtaining permission to use another party’s copyrighted or any other proprietary material,

8.5) the development, operation and maintenance of the Affiliate’s site and for all materials that appear on it. For the purposes of this Agreement this shall include but not be limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site; and ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise unlawful or illegal. HFL hereby disclaim all liability for all such matters,

8.6) Affiliates also agree to indemnify and hold harmless HFL, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses, and costs insofar as such arise out of or are based on, or in any way connected with this Agreement.

  1. Right to Name as a Reference Customer

9.1) Affiliates shall not create, publish, distribute, or permit any written or graphical material that makes reference to HFL other than those mentioned in this Agreement or otherwise provided by HFL, without the prior written consent of HFL. HFL reserves the right to refuse any request for consent under this Agreement.

  1. The License

10.1) HFL grants to the Affiliate a non-exclusive, non-transferable, revocable right to access the heritageframinglimited.co.uk site through the Link solely in accordance with the terms of this Agreement. This license shall be used solely in connection with the Link, and it will extend to the use of our logos, trade names, trademarks and similar identifying material relating to HFL and which HFL shall provide to the Affiliate, for the sole purpose of establishing the Link to heritageframinglimited.co.uk so customers can purchase HFL products and services.

10.2) Affiliates cannot modify or change the Link or any other materials provided by HFL in any way.

10.3) Other than establishing the Link, the Affiliate shall not make any use of any of the licensed materials noted in the aforementioned paragraph provided by HFL without first obtaining the prior written consent of HFL. Affiliates shall not use the Licensed Materials in any manner that is inappropriate or that is in any way detrimental to the HFL brand or any other brands.

10.4) HFL reserves all of its rights in the materials provided and all of its other proprietary rights. HFL shall be entitled to revoke this license to use the Link or the materials at any time and at its sole discretion.

10.5) The licenses described in this Section shall expire upon the termination of this Agreement.

10.6) Any inappropriate use of the Link, text, banners or other advertisements not expressly approved of in writing or provided by HFL may be cause for immediate termination of this Agreement.

  1. Terms of the agreement

11.1) The terms of this Agreement will begin upon your signup with the Programme and will end when your affiliate account is terminated.

  1. Modification

112.1) HFL reserves the right to modify or otherwise change the terms of this Agreement at any time as it sees fit. HFL shall make such modifications by way of publishing revised terms on the Site. Affiliates only remedy in the event of revised terms of this Agreement being published shall be to terminate this Agreement. An Affiliate shall be deemed to have accepted of any modification to this Agreement as published from time to time.

  1. Limitation of Liability

13.1) HFL shall not be liable to the Affiliate or to any other person, for indirect, incidental, or special damages, lost profits, loss of goodwill, lost savings, or any other form of consequential damages, regardless of the form of action, even if HFL has been advised of the possibility of such damages, whether resulting from breach of its obligations under this Agreement or otherwise.

13.2) HFL’s entire liability in respect of any liability arising under this agreement will not exceed the total commission fees paid or payable to the Affiliate under this Agreement.

13.3) HFL makes no warranties, either express or implied, concerning the performance or functionality of the HFL services, or the Programme as a whole. This includes but is not limited to the Link or any other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.

13.4) HFL shall under no circumstances be liable to the Affiliate or to any other person or entity for any loss, injury, or damage, of whatever kind, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the Programme or HFL.

  1. Governing Law

14.1) This Agreement is governed by and is construed in accordance with the laws of England and Wales.

14.2) The Courts of England and Wales shall have jurisdiction to hear any disputes arising from this Agreement.

14.3) HFL shall not be liable for the legality HFL service in countries other than the United Kingdom.

14.4) Affiliates are solely responsible for the legality of the use of the service if the Affiliate in question is registered to HFL service from a country other than the United Kingdom or if the Affiliate’s website is on a server in a country other than the United Kingdom.

  1. Acceptance

15.1) By registering to become an Affiliate, the Affiliate acknowledges that they have read the terms and conditions of this Agreement, understand them and agree to be bound by them.