Completedworks

Completedworks Affiliate Terms and Conditions for Awin

Please read these Affiliate terms and conditions carefully before applying to join our
program. By submitting an application to become a Completedworks Affiliate the person
named in the application form is agreeing that they have read and understood these terms
and conditions.
Please note we are not currently accepting Affiliates based in the United States of America
however we hope this will change in the future.

BACKGROUND

These Terms and Conditions are the standard terms which apply:
(A) to the engagement of the affiliate by Eva (GB) Limited, trading as Completedworks, a
Company registered in England and Wales under number 05756854, whose registered
address is 69a Lisson Street, London, England NW1 5DA (the “Company”)
(B) where the Affiliate, will take part in the Company’s Affiliate program in connection with
the Company’s promotion of their products in accordance with the terms and conditions of
this agreement.

This Agreement will commence upon our acceptance of your application to take part in the
Company’s Affiliate program and will continue until terminated in accordance with the terms
of this Agreement.
Agreed terms
1. Interpretation
The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate: the individual or company named in the application form that has applied
and been accepted to participate in the Company’s Affiliate program
Company Website: the Company's website at any time and from time to time,
currently called Completedworks and at www.completedworks.com and including all
databases, software, domain names, infrastructure, products and services that the
Company markets for use by individual users to shop for the Company's products
and services. Company Website includes all future versions and replacements of,
and successors to, the site.
Net Revenue: in respect of each Transaction, the gross revenue received by the
Company for that Transaction, exclusive of VAT and any other tax, and after
deduction of any rebate, allowance, credit or other adjustment granted or allowed in
relation to that Transaction and any service fees or fulfilment or other charges

(including in relation to credit cards) paid or payable by the Company to any third
party (other than the Affiliate) in relation to that Transaction.
Awin Publisher Terms and Conditions: the Agreement between the Affiliate
and Awin (Awin.com, Inc. of 167 N. Green Street, Chicago, IL 60607)
Transaction: a purchase of any products offered for sale on the Company Website
by a user who has clicked through directly to the Company Website using the Affiliate
URL where that purchase is completed during a single browser session and that
purchase has not been returned by the customer within 30 days of the purchase
date.

2. Company's obligations
2.1 The Company shall provide the Affiliate with one or more uniform resource locators
(URLs) to use to link to the Company Website (the “Affiliate URLs”).
2.2 The Company shall provide to users clicking through to the Company Website using
Affiliate URL’s use of the Company Website in accordance with Company's
standards terms of use and other terms and conditions, policies and procedures from
time to time.
2.3 This agreement is non-exclusive and does not prevent or restrict the Company from
entering into similar or different agreements with third parties. The Company makes
no representation that the terms of this agreement are similar to or the same as the
terms of any other agreement it has entered or may enter into with any third party.
3. Affiliate's obligations
3.1 The Affiliate shall use all reasonable commercial efforts to market and promote the
Company Website and the products available for sale on it so as to generate the
maximum number of Transactions.
3.2 The Affiliate shall be responsible for developing, operating and maintaining any
Affiliate website and for all materials that appear on it. In particular, but without
limiting the generality of the foregoing, the Affiliate shall be responsible for:
(a) the proper functioning and maintenance of all hyperlinks to the Company
Website; and
(b) compliance with the Company’s brand guidelines as notified to the Affiliate
from time to time.

3.3 The Affiliate can only post Affiliate URL’s on websites and social media channels that
have been approved in writing by the Company.
3.4 The Affiliate shall submit to the Company for prior approval any proposed use of any
Company trade mark, domain name, logo, and other elements of branding that the

Affiliate may wish to make. The Company shall review the proposed use within a
reasonable time.
3.5 The Affiliate shall provide the Company with:

(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by the Company,
as is necessary for the proper performance of the Company's obligations under this
agreement.
3.6 The Affiliate acknowledges and agrees that it has no authority to legally bind the
Company in relation to users of the Affiliate URL’s, other users or anyone else and
that it has not been appointed and is not the agent of the Company for any purpose.
The Affiliate agrees that it shall not make to anyone any representation or
commitment about the Company, the Company Website or any of the products or
services available to be bought on the Company Website.
3.7 The Affiliate shall comply with all applicable laws and regulations, including laws
relating to intellectual property data protection, information security and online
services, with respect to its activities under this agreement and to its business.
3.8 The Affiliate shall comply with all social media platform’s terms of use, the law,
industry codes of practice and policy guidelines (including without limitation the CAP
and BCAP advertising codes or equivalent in the jurisdiction in which the Affiliate is
based), the Competition and Markets Authority's guidance on affiliate links, FTC’s
disclosure obligations in relation to affiliate links and all other applicable regulatory
guidance in the jurisdiction in which the Affiliate is based, as updated from time to
time. Without limiting the foregoing, the Affiliate shall use an appropriate disclosure
that they receive commission such as “This post contains affiliate links” in a way that
is clear, conspicuous and easily understandable to the average consumer and
appears in close proximity to any statements they make about the Company and its
products before the consumer engages with the content and makes any purchasing
decision.
3.9 The Affiliate will not alter any materials or creatives made available to the Affiliate
through the Awin interface.
3.10 The Affiliate will promptly comply with all the Company's reasonable instructions in
connection with this agreement and with the Company brand guidelines, as notified
to the Affiliate from time to time.
4. Prohibited Activities
4.1 Pay Per Click campaigns are strictly forbidden for any search engine. Affiliates are
not permitted to carry out any PPC search activity. Any violation of this will result in
immediate termination of the agreement.

4.2 Affiliates must not bid on any Company trademarks, logos, company name,
Company domain names and any variations or misspellings of the same.
4.3 Affiliates may not use Company trademarks or company names or logos in Affiliate’s
ad title, ad copy, display name, the display URL, sub folder of the display URL or sub
domain.
4.4 Affiliates are not allowed to buy, register or create domains or subdomains which use
Company trademarks or company names or logos or may otherwise mislead users to
believe that such site is the Company’s brand website.
4.5 Affiliates may not create websites that may impersonate the Company Website i.e.
you will not in any way copy, resemble, or mirror the look and feel of the Company
Website. Affiliates will also not use any means to create the impression that any
Affiliate website is the Company Website or any part of the Company Website
including, without limitation, framing of the Company Website in any manner.
4.6 Cookie stuffing, pop-ups, and false or misleading links are strictly prohibited.
4.7 Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic
Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-
ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers
from the time the consumer clicks on a qualifying link until such time as the consumer
has fully exited the Company’s Website (i.e., no page from the Company Website’s
content or branding is visible on the end-user’s screen).
4.8 Affiliates are not allowed to advertise as the Company brand or supplant by any
means the merchant's identity in social media. Affiliate must be easily identified by
users in any promotion in social media.
4.9 Affiliates are not permitted to promote or advertise any coupon codes obtained from
any source.
4.10 Affiliates shall not promote the Company brand via e-mail campaigns without our
express written consent.
4.11 Affiliates may not engage in any activities that could be considered spamming.
5. Payment
5.1 The Company uses a third party to handle all of the tracking and payment of
commission which is Awin. The Affiliate will be paid by Awin a
Commission Rate of 10% in respect of Net Revenue for each Transaction. The
Affiliate should review Awin Standard Publisher Terms and Conditions for
payment terms and conditions.

5.2 After the passing of the Lock Date (as defined in the Awin Standard Terms for
Publishers), which will be set by the Company 31 days after the end of each calendar
month to allow for returns, in accordance with the terms of the Awin Publisher
Terms and Conditions Awin will inform the Affiliate of the total number of
Transactions, together with a payment statement setting out the amounts due to
Affiliate in respect of this agreement in accordance with the Awin Standard
Terms for Publishers.
5.3 Commission is payable on a receipts, not accruals, basis so if the Company receives
no revenue on any Transaction, no commission is payable.
5.4 Affiliate acknowledges and agrees that no payments are due to it under this
agreement otherwise than as expressly set out in this agreement.
6. Proprietary rights
6.1 The Affiliate acknowledges and agrees that the Company and its licensors own all
intellectual property rights in the Company Website and all the Company's products.
Except as expressly stated herein, this agreement does not grant the Affiliate any
rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade
marks (whether registered or unregistered) or any other rights or licences belonging
to the Company. All such rights are reserved to the Company.
6.2 The Company may provide materials to the Affiliate including the Company’s
trademark, Company name, logos in connection with their participation in the
Company’s Affiliate program (Company Materials). The Company grants the Affiliate,
for the term of this Agreement, a non-exclusive, non-transferable, revocable
worldwide licence to use the Company Materials solely in connection with performing
the Affiliate’s services under the terms of this Agreement. Any goodwill derived from
the use of the Company Materials by the Affiliate shall accrue to the Company. The
Affiliate is strictly prohibited from using the Company’s trademarks, Company names
and Company logos and any other Company Materials in any Prohibited Activities set
out in clause 4.
7. Confidentiality
7.1 Each party undertakes that it shall not at any time during this agreement, and for a
period of two years after termination of this agreement, disclose to any person any
confidential information concerning the business, assets, affairs, customers, clients
or suppliers of the other party, except as permitted by clause 7.2.
7.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know
such information for the purposes of exercising the party’s rights or carrying
out its obligations under or in connection with this agreement. Each party
shall ensure that its employees, officers, representatives or advisers to

whom it discloses the other party's confidential information comply with this
clause 6 ; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

7.3 No party may use any other party's confidential information for any purpose other
than to exercise its rights and perform its obligations under or in connection with this
agreement.
7.4 This clause 7 shall survive termination of this agreement, however arising.
8. Data protection
1.1 Each party shall, at its own expense, ensure that it complies with and assists the
other party to comply with the requirements of all legislation and regulatory
requirements in force from time to time relating to information security, the use of
personal data, including (without limitation) any data protection legislation from time
to time in force in the UK including the Data Protection Act 2018 and the General
Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in
addition to, and does not reduce, remove or replace, a party's obligations arising
from such requirements.
8.1 For the purposes of applicable data protection laws, the Affiliate agrees to the
Company holding and processing personal data relating to the Affiliate in any form
(whether obtained or held in writing, electronically or otherwise) provided that the
Company complies at all times with data protection law and best practices.
9. Warranties and Indemnities
9.1 The Affiliate warrants, represents and undertakes that:

(a) If an individual, they are 18 years of age or older and if a company that they
are of good standing.
(b) They have the legal capacity and are free contractually to enter into and to
perform this agreement and have not entered and will not enter into any
professional, legal or other commitment which would or might conflict with or
prevent their doing so.
(c) The Affiliate website or any Affiliate URL’s will not contain or appear in
conjunction with any defamatory material, materials which are obscene,
sexually explicit, violent, political, discriminatory, threatening, hateful or
otherwise harmful in any way, materials which infringe the intellectual
property rights of any third parties.

9.2 The Affiliate shall indemnify the Company against all liabilities, costs, expenses,
damages and losses (including but not limited to any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal costs and

all other professional costs and expenses) suffered or incurred by the Company
arising out of or in connection with any third-party claims or any action, adjudication
or decision taken against Company by any regulatory body, in each case directly or
indirectly arising (in whole or in part) out of any breach by the Affiliate of this
agreement.
10. Limitation of liability
10.1 This clause 10 sets out the entire financial liability of the Company (including any
liability for the acts or omissions of its employees, agents and sub-contractors) to the
Affiliate:
(a) arising under or in connection with this agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or
negligent), statement or tortious act or omission (including negligence)
arising under or in connection with this agreement.

10.2 Except as expressly and specifically provided in this agreement, all warranties,
representations, conditions and all other terms of any kind whatsoever implied by
statute or common law are, to the fullest extent permitted by applicable law, excluded
from this agreement.
10.3 Nothing in this agreement excludes the liability of the Company:

(a) for death or personal injury caused by the Company's negligence; or
(b) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 9.3 :

(a) the Company shall not be liable whether in tort (including for negligence or
breach of statutory duty), contract, misrepresentation (whether innocent or
negligent), restitution or otherwise for any loss of profits, loss of business,
depletion of goodwill and/or similar losses or loss or corruption of data or
information, or pure economic loss, or for any special, indirect or
consequential loss costs, damages, charges or expenses however arising
under this agreement; and
(b) the Company's total aggregate liability in contract, tort (including negligence
or breach of statutory duty), misrepresentation (whether innocent or
negligent), restitution or otherwise, arising in connection with the
performance or contemplated performance of this agreement shall be limited
to £1000 or the amount paid under this agreement by Awin to the
Affiliate during the 12 months preceding the date on which the claim arose
whichever is the lower.

11. Termination

11.1 The Company shall be entitled to terminate this agreement on one weeks’ written
notice for any reason.
11.2 This agreement will terminate immediately if the Affiliate breaches any term of this
Agreement or terminates its agreement with Awin.
11.3 The Company may terminate this Agreement on notice at any time if it discontinues
or withdraws, in whole or in part, its affiliate marketing programme.
12. Consequences of termination
On termination of this agreement for any reason:
(a) all licences and benefits granted under this agreement shall immediately
terminate;
(b) each party shall return and make no further use of any equipment, property,
materials and other items (and all copies of them) belonging to the other
party; and
(c) the accrued rights of the parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly surviving
termination, shall not be affected or prejudiced.

13. General
13.1 Force majeure: neither party shall be in breach of this agreement or otherwise liable
for any failure or delay in the performance of its obligations if such delay or failure
results from events, circumstances or causes beyond its reasonable control. The
time for performance of such obligations shall be extended accordingly. If the period
of delay or non-performance continues for four weeks, the party not affected may
terminate this agreement by giving seven days' written notice to the affected party.
13.2 Assignment and other dealings: neither party shall assign, novate, transfer,
charge, subcontract, delegate, declare a trust over or deal in any other manner with
any or all of its rights and obligations under this agreement without the prior written
consent of the other.
13.3 Entire agreement: this agreement constitutes the entire agreement between the
parties. Each party acknowledges that in entering into this agreement it does not rely
on any statement, representation, assurance or warranty (whether made innocently
or negligently) that is not set out in this agreement. Each party agrees that it shall
have no claim for innocent or negligent misrepresentation or negligent misstatement
based on any statement in this agreement.
13.4 Variation: we may vary any of the terms and conditions in this Agreement at our sole
discretion. You will be notified of any variation and your continued participation in
Completedworks’ Affiliate program following any variation to these terms and
conditions indicates your agreement to the changes.

13.5 Waiver: a waiver of any right or remedy is only effective if given in writing and shall
not be deemed a waiver of any subsequent right or remedy. A delay or failure to
exercise, or the single or partial exercise of, any right or remedy shall not waive that
or any other right or remedy, nor shall it prevent or restrict the further exercise of that
or any other right or remedy
13.6 Severance: if any provision or part-provision of this agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the
validity and enforceability of the rest of this agreement.
13.7 Notices: any notice given to a party under or in connection with this agreement shall
be in writing and shall be sent by email to the Affiliate and/or Company’s email
address and any notice shall be deemed to have been received at the time such
email is sent.
13.8 Third party rights: unless it expressly states otherwise, this agreement does not
give rise to any right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this agreement.
13.9 Governing law & Jurisdiction: this agreement, and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the law of
England and Wales. Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-
contractual disputes or claims) arising out of or in connection with this agreement or
its subject matter or formation.