Awin | Three Affiliate Programme

1. General

1.1 These Terms & Conditions ("Terms") apply to the appointment by Hutchison 3G UK Limited, trading as Three, of 450 Longwater Avenue, Green Park, Reading, RG2 6GF (registered number 3885486) ("H3G") of any Affiliate approved onto the H3G Affiliate Program.

1.2 These Terms represent the entire agreement and understanding between H3G and the Affiliate. Please read these Terms carefully. By your use of the Affiliate programme you agree to comply with all of the terms and conditions set out in these Terms. H3G may terminate your Affiliate Account at any time, with or without notice, for conduct that is in breach of these Terms or for conduct that H3G reasonably believes is harmful in any way to its business or a third party.

2. Definitions and Interpretation

2.1 In these Terms the following words will have the following meanings:

“Affiliate” means the individual or entity who participates in the Affiliate programme as a non-exclusive representative to introduce customers to H3G;

"Affiliate Account” means the account relating to the transactions procured by Affiliate by joining the Affiliate Programme and promoting H3G’s Services;

“Affiliate Site" means a site operated by Affiliate for the purposes of directing potential customers to the H3G Site;

“Approved Affiliate Network” means Awin Limited;

"Brand Guidelines" means the guidelines setting out the conditions in which Affiliate may use the H3G IP and supplied separately to Affiliate;

"Commission Trigger" means where a potential customer who is referred to H3G by the Affiliate (using designated web links) successfully applies for and is accepted by H3G for the supply of any H3G Services and the requirements stated at Clause 9.2are met.

"Confidential Information" means secret or confidential, commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to H3G;

“Consumer Credit Sourcebook” means the specialist sourcebook for credit-related regulated activities which can be located on the Financial Services Authority website;

"Customer Data" means any personal or account information concerning customers of H3G that is recorded by, in the knowledge of, or otherwise in the possession or control of Affiliate;

“Device Plan Loan Agreement” means a fixed term Consumer Credit Act 1974 regulated loan provided by H3G to customers of HSG;

"Equipment" means a device or mobile handset, accessory or USIM pack or in the case of home broadband the fixed wireless access hub or any other equipment as approved by H3G for use on the H3G Network and used to access the Service;

First Bill Not Paid means a customer account that is unpaid and remains unpaid until the 42nd day after a customer connects to the H3G Network using a SIM issued following a sale procured;

Fraudulent Connection means either Non-Payment Fraud, Suspected Fraud, Suspected ID Fraud and Unconfirmed Fraud;

"H3G Affiliate Interface" means the site managed by Awin Limited where Affiliate can, amongst other things, obtain up-to-date information on sales statistics and earnings;

"H3G Marks" means the service marks, trade marks, logos, related brands and other distinctive brand features of H3G as owned by or licensed to H3G from time to time;

"H3G Services" means any content and services to be provided by H3G by means of a H3G Network as part of its business from time to time including voice and/or data and/or audio and video communications services and fixed wireless home broadband and provision of Device Plan Loan Agreements. For the avoidance of doubt H3G Services shall include any sub-brands operated by H3G from time to time;

"H3G Site" means H3G’s website located at www.three.co.uk or threestore.three.co.uk or for three home broadband http://www.three.co.uk/store/broadband/home-broadband or such other URL as notified by H3G to Affiliate;

“H3G Network” means the public telecommunications network owned, operated or used by H3G;

"Intellectual Property Rights" means all intellectual property rights, including patents, registered designs, trade marks and service marks, rights in the nature of unfair competition rights, copyright, database right, design right and all similar property rights.

“Non-Payment Fraud” means where the customer does not pay (in full or in part), any of the first three (3) bills issued by H3G in respect of the H3G Services associated with the relevant SIM by the payment date specified on each bill, and/or any of the first three (3) monthly Device Plan Loan Agreement instalments by the payment date agreed under the Device Plan Loan Agreement terms;

“Suspected Fraud” means a fraud alleged by a third party where H3G is unable to validate or verify customer details provided and H3G has been unable to establish contact either with the named account holder or any third party whom H3G reasonably suspects of being a victim of fraud;

“Suspected ID Fraud” means a fraud alleged by the named account holder in relation to the customer contract;

“Unconfirmed Fraud” means a fraud as determined by H3G and arises where H3G is unable to validate or verify the customer details provided and H3G has been unable to establish contact either with the named account holder or any third party whom H3G reasonably suspects of being a victim of fraud.

3. Introduction and Scope

3.1 These Terms shall apply from the date the Affiliate is accepted onto the Affiliate programme via the H3G Affiliate Interface. Affiliate is subject to approval in writing by the Approved Affiliate Network or directly by H3G.

3.2 Affiliate is permitted to promote H3G’s Services through approved on-line means and these Terms sets out the terms and conditions of Affiliate’s appointment as a non-exclusive representative of H3G.

3.3 Affiliate agrees to be bound by these Terms and acknowledges that a breach of these Terms by Affiliate will result in termination.

3.4 Affiliate should contact the H3G Affiliate Team at Awin, at uk-three@awin.com with any queries regarding these Terms or any other matters relating to its appointment by H3G.

4. General Obligations of Affiliates

4.1 Affiliate must not make, give or apply any conditions, promises, warranties, guarantees, terms, representations or other commitments in respect of, or concerning H3G Services or Equipment other than generally prescribed by H3G in writing.

4.2 Affiliate must not mislead or deceive, nor make any false statements or representations to any person in respect of H3G or the H3G Services.

4.3 Affiliate must not receive any payments from customers for H3G Services.

4.4 Affiliate must not engage in any call (includes outbound and inbound calling) activity with customers or any other third parties on H3G’s behalf (for the avoidance of doubt, the Affiliate may only introduce customers to H3G through approved on-line means in accordance with these Terms).

4.5 Affiliate must co-operate with H3G’s directions with regard to standards and quality of promotion and service and otherwise as H3G may reasonably require. The affiliate acknowledges and accepts that all of its sites must be up to date and good quality.

4.6 Affiliate shall not be permitted to appear on any of the closed bidding group search terms stated at Appendix B.

4.7 Affiliate must keep secret and confidential these Terms and all Confidential Information disclosed to it and shall not disclose such Confidential Information without the prior written consent of H3G except where Affiliate can show the Confidential Information is in or has become part of the public domain other than as a result of a breach of the obligations of confidentiality under these Terms.

4.8 Affiliate must ensure that all procedures notified by H3G relating to the promotion and marketing of H3G Services and Equipment to customers and the introduction of customers to H3G are fully complied with.

4.9 Without prejudice to Clause 4.8, the Affiliate shall ensure that all potential 4G and 5G Home Broadband customers are either (i) directed to https://www.three.co.uk/shop/broadband/coverage-checker, or (ii) where the Affiliate Site includes a Home Broadband coverage checker which includes 4G and 5G coverage data provided by H3G ("Home Broadband Coverage Checker"), the Affiliate shall ensure that the potential customer has entered the postcode of their service address in the Home Broadband Coverage Checker, and if it has been confirmed that 4G or 5G H3G Home Broadband coverage is available (as applicable), the Affiliate can then direct the potential customer to the 4G or 5G Home Broadband offer on the H3G Site, via the link provided by H3G.

4.10 Affiliate warrants that it has and will maintain throughout the term of this Agreement all consents, authorisations, licences, permissions and approvals or other orders of any authority necessary to execute and perform its obligations under these Terms .

4.11 To the extent Affiliate is credit broking and/or providing financial promotions to customers or potential customers of H3G, it is responsible for complying with the relevant rules and guidance in the FCA Handbook (https://www.handbook.fca.org.uk/) including but not limited to those set out in the Consumer Credit Sourcebook.

4.12 Affiliate must fully indemnify and hold harmless H3G (and its directors, officers, employees and agents) (“Indemnified Parties”) from and against any losses, damages, costs (including legal fees) and expenses suffered or incurred by the Indemnified Parties or awarded by a court of competent jurisdiction against the Indemnified Parties as a result of or in connection with any claim or action arising out of:

4.12.1 any breach by the Affiliate of these Terms;

4.12.2 any claim brought by a third party (including breach of third-party Intellectual Property Rights) in relation to an act or omission of the Affiliate;

4.12.3 any breach by Affiliate of any statute or regulation; or

4.12.4 the unenforceability of any Device Plan Loan Agreements brokered by the Affiliate.

4.13 Affiliate acknowledges that Customer Data is a valuable and confidential asset of H3G and that H3G owns all Customer Data relating to H3G Services and Equipment and that Affiliate shall not store any Customer Data on the Affiliate Site.

5. H3G Intellectual Property and Marks

5.1 All Intellectual Property Rights in the H3G Services, the Confidential Information and the H3G Marks are the property of H3G ("H3G IP").

5.2 Affiliate acknowledges that its right to use H3G IP is only as expressly set out in these Terms. Affiliate acknowledges and agrees that its use of the H3G IP pursuant to these Terms does not give Affiliate any rights, title or interest in the H3G IP except the right to use the H3G IP as expressly permitted by these terms, and that all goodwill in or associated with the H3G IP, including any goodwill generated by or arising through Affiliates’ activities under these Terms accrue for the benefit of, and belong exclusively to, H3G or any other party nominated by H3G.

5.3 From time to time, Affiliate may be permitted to use the H3G Marks. In using the H3G Marks, Affiliate must:

5.3.1 comply with the H3G Brand Guidelines set out in Appendix A to these Terms, any H3G marketing guidelines that may be provided in writing by H3G or Approved Affiliate Network from time to time and any other directions from H3G regarding use of the H3G Marks;

5.3.2 ensure that each reference to and use of the H3G Marks is in accordance with any written instructions from H3G;

5.3.3 observe H3G’s Brand Guidelines and directions regarding the use of the H3G Marks notified by H3G;

5.3.4 submit details of any use of the H3G Marks to H3G.

5.4 Affiliate must not licence, permit or otherwise authorise any third party to use the H3G Marks.

5.5 Affiliate must immediately inform H3G if it becomes aware of any improper or wrongful use by any person of the H3G IP.

5.6 Affiliate must not do, cause or authorise to be done, anything which may impair, damage or be detrimental to the reputation or goodwill associated with H3G which may adversely affect the value or validity of the H3G IP, or which may bring the H3G IP into disrepute or which may jeopardise or invalidate any registration or application of registration of the H3G IP or H3G’s title to the H3G IP.

5.7 Affiliate may only register the words "3" or "three," or any similar name or mark in a website domain name if the products and services promoted on that site are exclusively those of H3G.

H3G reserves the right to prevent Affiliate from bidding on certain search terms on Internet search engines, as it deems appropriate and as may be notified from time to time.

6. Affiliate Site

6.1 Affiliate must ensure that the Affiliate Site includes up to date information regarding the H3G Products and Equipment.

6.2 The Affiliate Site must have a minimum of one landing page before directing potential customers to the H3G Site.

6.3 The Affiliate Site must be submitted to H3G for approval prior to going live. H3G reserves the right to accept or reject the Affiliate Site at its sole discretion.

6.4 H3G shall not be responsible for any tracking or reporting errors nor any issues related to the H3G Affiliate Interface.

7. Feeds

7.1 H3G are enrolled on Awin's enhanced telecomms feed project. These feeds are uniform across all mobile advertisers and the full documentation for them can be found here: http://awin-docs.s3-website-eu-west-1.amazonaws.com/.

7.2 Affiliates can utilise these feeds by logging into your account and then visiting create-a-feed (via the links and tools menu).

8. Voucher Code Use

8.1 You may only promote codes that are provided through the Three Affiliate Programme.

8.2 There may be codes that are not in the public domain and these should not be used by affiliates unless express written permission is given by Three.

8.3 There may be codes that are in the public domain that are restricted to specific referrers and will not work for public use.

8.4 We reserve the right to withhold payment of commission if non-authorised voucher codes are used in an affiliate sale

8.5 Where voucher codes are issued with an expiry date this should be clearly displayed, and codes should be removed or explicitly marked as expired after this date unless you are advised otherwise. Any affiliates who are displaying expired codes without marking them as being expired may be suspended from the programme.

8.6 Voucher codes cannot be used in conjunction with cashback, unless explicitly stated otherwise. We also reserve the right to decline commission if more than one promotional type is used in conjunction, such as voucher codes and cashback

9. Termination & Consequences of Termination

9.1 H3G may terminate the appointment of Affiliate immediately if:-

9.1.1. Affiliate is in breach of these Terms and such breach is incapable of remedy or the breach continues unremedied for 14 days after Affiliate receives written notice from H3G requiring it to remedy such breach; or

9.1.2 Affiliate goes into voluntary or involuntary liquidation or is declared insolvent either in bankruptcy proceedings or other legal proceedings, or has begun negotiations with its creditors.

9.2 H3G may terminate the appointment of Affiliate for convenience on giving not less than 30 days written notice.

9.3 On termination of its appointment Affiliate must immediately cease to promote, market or advertise the H3G Services and immediately stop using the H3G IP.

10. Payment

10.1 Subject to these Terms and Conditions, in consideration of the Affiliate referring customers to H3G using designated web links which result in successful sales H3G will pay the Affiliate commission as detailed below. The commission payable by H3G in respect of each H3G customer where the Commission Trigger (as defined below) has occurred will be calculated with reference to and in accordance with the H3G Affiliate Interface.

10.2 H3G shall have no obligation to pay commission until the Commission Trigger has occurred. For this purposes of this Clause the “Commission Trigger” means where all of the following criteria are satisfied:

10.1.1 The potential customer has been referred to H3G by the Affiliate (using designated web links) and successfully applies for and is accepted by H3G for connection to the H3G Services;

10.1.2 Forty five days have passed from the date that the customer has concluded the purchase of their Equipment (where applicable) and entered into a contract for the provision of H3G Services;

10.1.3 Affiliate has complied with and remained in compliance with these Affiliate Terms and Conditions.

10.2 On the 25th day of each calendar month H3G will issue a statement of commissions which shall be available to view on the Affiliate Interface.

10.3 H3G shall pay the Approved Affiliate Network the aggregate amount of the commission where the Commission Trigger has occurred during the previous month. Affiliate acknowledges and accepts that payment by H3G to the Approved Affiliate Network of the commission in accordance with any undisputed statement of commission or in respect of any other agreed payments shall discharge and satisfy H3G’s obligation to pay such commission or other agreed payment and accordingly H3G shall be released from any obligations to pay the Affiliate directly and the Affiliate shall not have any cause of action for recovery of the same against H3G.

10.4 Neither the issue by H3G of a statement of commissions nor payment by H3G to the Approved Affiliate Network of a sum described as a commission should be construed as an acknowledgement by H3G that:

10.4.1 all criteria in the definition of the Commission Trigger have been met; or;

10.4.2 all conditions precedent for payment of that commission have been satisfied; or

10.4.3 Affiliate is entitled to receive same.

10.3 In the event that Affiliate disputes the amount of commissions in a statement of commissions, within 30 days of receipt of the statement of commissions, Affiliate must submit a notice in writing to H3G setting out, in detail, the basis of such dispute. No appeals will be considered outside this period.

11 Suspicious activity & withholding commissions

11.1 In the event of any activity deemed suspicious by H3G, H3G may delay the payment of the commission due by up to 6 calendar months to verify the relevant transactions.

12 First Bill Not Paid Rate

12.1 Affiliate's First Bill Not Paid rate shall be equal to or less than 5.5% in each Month (the "First Bill Not Paid Rate").

12.2 H3G reserves the right to review and vary the First Bill Not Paid Rate at any time.

13 Miscellaneous

13.1 Affiliate shall not assign, sub-contract, transfer, charge or make over this appointment or any of its rights or obligations without H3G’s prior written consent.

13.2 Affiliate shall act as principal on its own account in all circumstances and shall not hold itself out as the agent of H3G or purport to act on H3G’s behalf in dealings with third parties.

13.3 Affiliate shall not appoint or purport to appoint any referral partners, dealers or sub-dealers without consent of H3G.

13.4 H3G reserves the right to update these Terms from time to time on notice and with immediate effect. H3G will endeavour to give reasonable notice of such variation prior to it taking effect.

13.5 No changes or variations to these Terms shall be effective unless agreed in writing by H3G.

13.6 The affiliate confirms that its Site does not violate intellectual property rights or promote sexually explicit materials, gambling, violence, illegal activities, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

13.7 Affiliate must ensure that the Affiliate Site includes up to date information regarding the H3G Products and Equipment.

13.8 The construction, validity and performance of these Terms and any dispute relating to their subject matter will be governed by the law of England and Wales and the parties submit irrevocably to the jurisdiction of the English courts.

Appendix A

H3G BRAND GUIDELINES

Where Affiliate is entitled to use H3G Marks in accordance with these Terms Affiliate must:

1 Strictly abide by and observe H3G’s instructions, requirements, directions and specifications regarding colour references and style guides for reproduction of the H3G Marks, and in particular Affiliate must abide by and observe the Brand Central (the extranet through which Affiliate will have access to any applicable guidelines and branded material as notified to Affiliate from time to time);

2 Only apply the H3G Marks to materials that comply with H3G’s written approval;

3 Ensure any trade mark/copyright notice specified by H3G (or such other notice as H3G may in writing require) is affixed adjacent to the H3G Marks or in any other position as H3G directs on all material using or incorporating all or any part of the H3G Marks;

4 Not use the H3G Marks in juxtaposition or in conjunction with any other symbol, logo, mark or other means of identification or merchandising, except with the prior written approval of H3G;

5 Not use the H3G Marks in a partial or fragmentary form but always in its complete form as depicted in accordance with H3G’s written instructions (unless otherwise agreed in writing by H3G);

6 If cropping the H3G Marks, only do so in accordance with the cropping guide (as notified to Affiliate);

7 Not use the H3G Marks on any product or other material (including stationery, business cards or correspondence or any other form of written communication) unless prior written approval is obtained from H3G;

8 Not use the H3G Marks otherwise than as permitted by these Terms or in any manner that would be in contravention of any law, regulation or applicable standard except in accordance with H3G’s written instructions;

9 Not cause or permit anything which may challenge, damage or endanger the H3G Marks or H3G’s title to the H3G Marks or assist or allow any other person to do so except in accordance with H3G’s written instructions;

10 Not register or attempt to register any part of the names or words forming part of the H3G Marks or any work substantially identical or deceptively similar to as or as part of a business name or corporate name;

11 Not register or attempt to register any part of the H3G Marks or any name, word, mark, design, emblem, visual representation or slogan substantially identical with or deceptively similar to as or as part of a trade mark or design;

12 Not represent that it has any right, title or interest in the H3G Marks or in any application for registration of it or in any fraudulent, obvious or colour imitation of it other than pursuant to the rights expressly granted by these Terms; and

13 Not use any name, word, mark, design, emblem, visual representation or slogan similar or capable of being confused with any part of the H3G Marks.

Appendix B

CLOSED BIDDING GROUP

Closed Bidding Group

H3G have selected a group of affiliates to have access to their branded terms due to their strong performance in driving sales since the programme began.

Therefore you must not appear on these terms:

3 mobile

three

3 mobile phone

3 phone

3 network

three mobile

three phone

three mobile phone

3 mobile phone contract

3 mobile network

3 mobile phone network

three network

3 mobile connection

3 mobile network uk

contract three mobile

3 co.uk mobile phone

3 mobile fones

3 mobile uk

3 mobile deal

3 mobile mobile phone

3 video mobile

three.co.uk

www.3.co.uk

www.three.co.uk

3store

3.co.uk

3 co uk

3.com

three contract

3 shop

three shop

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