Terms and Conditions
Healthy Stuff Online Ltd Affiliate Program Terms and Conditions
These Terms and Conditions ("the Terms") constitute the Agreement between HSO and the Affiliate and govern the Affiliate's participation in the HSO Affiliate Programme.
1. DEFINITIONS
The following definitions apply to these Terms:
"Affiliate" | means an individual or entity who has accepted these Terms to participate in the HSO Affiliate Programme; |
“Affiliate Website” | any website where the Affiliate has placed Links; |
“AWIN” | means Digital Window Limited (company registered no 04010229) whose registered address is at 3rd Floor, 100 Leman Street, London, E1 8EU; |
“Brand” | means copywrite, trademark, product imagery and associated content owned by HSO |
“Commission” | means the monies accrued by the Affiliate through their participation in the HSO Affiliate Program |
“Links” | the hyperlink references (whether text, button, banner or any other format) from an Affiliate Website to HSO’s Website; |
“HSO” | means Healthy Stuff Online Ltd. (company registered no 08674646) Unit 1A Bonington Complex Trent Lane, Trent Lane Industrial Estate, Derby, DE74 2PY; |
“HSO Affiliate Programme” | means the program which allows affiliates to promote HSO products and services in return for a Commission which is administered by AWIN on behalf of HSO; |
“HSO Website” | any website owned or operated by the HSO which sells goods or services to Visitors or endeavours to raise the HSO’s profile; |
“Offer” | any product or services provided by HSO |
“Visitors” | any person or entity that clicks on a Link; |
2. Terms of Engagement
- The Affiliate is only permitted to use the HSO or the 'Healthy Stuff' Brand (“the Content”) on the Affiliate Website in accordance with this Agreement.
- The Content shall be made available, via the AWIN interface only and the Affiliate will not be permitted to use content obtained directly from HSO Website.
- The Affiliate agrees to use all Content in accordance with all guidance and instructions notified to the Affiliate by AWIN and/or HSO.
- The Affiliate is not permitted to alter the Content provided via the AWIN or HSO
- In circumstances where an Affiliate wishes to use alternative content or to alter the Content in any way, a copy must be approved by HSO prior to any publication.
- Any and all costs incurred by the Affiliate in providing and maintaining the Content shall be the sole account of the Affiliate.
- The Affiliate must only use links provided by AWIN on behalf of HSO.
- The Affiliate is required to provide AWIN with a list of all URLs where advertising will be used. This list must be up to date.
- All Content used by the Affiliate on the Affiliate Website must be in relation to the current HSO offer
- Any changes to the offer should be implemented by the Affiliate as notified to the Affiliate by AWIN and/or HSO.
- It is the Affiliate’s responsibility to ensure that any listed prices and content is updated within seven (7) day from the date the changes have been communicated to the affiliate by AWIN and/or HSO.
3. Disputed Transactions
- HSO will only investigate disputed transactions if HSO is notified by the Affiliate within thirty (30) days of the date of the disputed transaction. All transactions must be submitted within thirty (30) days to AWIN for Commission to be paid.
4. Compliance with the Law
- Before joining the HSO Affiliate Program, the Affiliate Website does not display or sell advertising that contravenes any UK law or regulation governing and not limited to false or deceptive advertising or data protection.
- Any Affiliate found to be engaging in any illegal activity will be reported to the appropriate authority and removed from the affiliate programme
- HSO will not knowingly engage in any fraudulent activity whether directly or indirectly.
- Any Affiliate found to be engaging in any illegal activity will be reported to the appropriate authority and removed from the affiliate programme.
5. Content and Licence
- The Content and HSO Websites are owned by HSO and protected by trademark and copyright law.
- HSO hereby grants the Affiliate a revocable, non-transferable, royalty free, license to display and link to the HSO Websites and all trademarks and copyrighted material for the limited purposes of promoting the Brand and Offer via the HSO Affiliate Program and subject to the Terms of this Agreement.
- All content and licencing rights are not sub-licensable by the Affiliate.
- The Affiliate must not otherwise modify any licenced content that is made available to the HSO Affiliate programme.
- The Affiliate must not copy or modify HSO content not offered via HSO Affiliate Programme and must request use of such content in writing via AWIN
- No Masked URL's are permitted
- The Affiliate must not purchase, license, or operate any domain name which is similar to the URL of HSO’s Website
6. PPC Brand Bidding
- Affiliates may not bid/appear on HSO trademarks, misspellings, variations of HSO’s trademarks or branded product terms on all internet search engines’ paid search positions.
7. Unsuitable Content
- The Affiliate agrees 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.
- The Affiliate agrees not to promote HSO Offers or Brands on any websites that display pornographic material or advertisements; promote or condone violence; or that promote any illegal activity
8. Auditing and Compliance
- The Affiliate Website will be audited by AWIN and/or HSO to ensure the correct Content is being used by the Affiliate.
- If the Affiliate is not displaying the correct Content or offer, the Agreement shall be terminated immediately.
- HSO and/or AWIN will monitor the Affiliate’s pages to identify any breaches to the above terms and conditions.
9. Termination
- HSO may terminate the Agreement immediately and without notice for convenience.
- If the Affiliate is given notice to leave the HSO Affiliate Programme, the Affiliate may not re-join.
- The Affiliate is entitled to terminate this Agreement upon seven (7) days prior written notice.
- Upon the termination the Affiliate must cease to use the Content immediately and delete all links to the HSO website.
- From the date of the termination the Affiliate shall not be entitled to receive any Commission on any sales made
- Failure to adhere to the Terms will result in Termination of this agreement, removal from the HSO Affiliate programme and all associated commission void.
10. Payment
- The Affiliate will receive Commission for each genuine new sale, based on current commission rates as notified by AWIN to you.
- A genuine sale is defined as a new customer to HSO who has not purchased prior.
- Payment of Commission shall be withheld if:
- The customer cancels the order
- The order is refunded
- The Affiliate deviates from the terms of this Agreement
- The sale is found to be fraudulent as the result of the Affiliate and/or a customer
- Commission will be recorded by AWIN and verified by HSO.
- HSO may from time to time vary the payment structure. Affiliates will be given a minimum of seven (7) working days’ notice
11. Representations and Warranties
- The Affiliate represents and warrants that:
- It has the authority to enter into this Agreement.
- The Affiliate Website is in compliance with all applicable UK laws, rules and regulations
- Any information displayed on the Affiliate Website regarding HSO is correct and not misleading.
12. Indemnities
- The Affiliate indemnifies HSO both during the term of this Agreement and following termination of this Agreement from any losses, claims, liabilities, fines, penalties, interest and expenses arising from any breach of the Agreement.
- The Affiliate will compensate HSO for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of The HSO Affiliate Program and technical problems or loss of data caused by the Affiliate’s Website
HSO reserves the right to amend and update these Terms at any time