Masson & Green, the trading name for Apex Garments UK Ltd, is an online clothing company selling mens and boys ethical clothing.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1.1 “Agreement” means this Agreement.
1.2 “Commission” means the payment to Affiliates by Masson & Green in compensation for Sales of product/s.
1.3 “Customer” means the person transacting with Masson & Green in such as way as to benefit Masson & Green's business.
1.4 “Merchant" or "Masson & Green" means the party providing products to Customers.
1.5 “Referral” means the introduction of a paying Customer to a Masson & Green.
1.6 “Sale” means a sale of products by the Masson & Green to a Customer. Commission is payable from Masson & Green to the Affiliate according to the rates the affiliate has agreed with Masson and Green.
2. OBLIGATIONS OF AFFILIATE
Affiliate hereby warrants and represents that:
2.1 Affiliate will not use SPAM emailing, or other email practices which result in complaints from potential customers.
2.2 Affiliate will not email communications to potential customers who have not actively opted into email communications from the Affiliate.
2.3 Affiliate will ensure that all postings to newsgroups, blogs, and forums will be in keeping with the rules of the website in question.
2.4 Affiliates will comply with Masson & Green content guidelines and Affiliates will adhere to any additional rules associated with Masson & Green.
2.5 Affiliate will adhere to any additional rules associated with specific Masson & Green programmes, as set out in Masson & Green website.
2.6 Affiliate will not alter any aspect of the property accessed via the network associated with Masson & Green, including but not limited to; HTML code, cookies, appearance.
2.7 No intellectual property used by Affiliate in the promotion of Masson & Greens brands will infringe the rights of any third party. This includes trademarks, slogans, logos and other creative collateral.
2.8 Any breach of this Section by the Affiliate will result in immediate cancellation of the Affiliate account and Affiliate will forfeit any Commissions, both pending and awarded. It is at the sole discretion of Masson & Green whether these warranties have been breached.
3.1 Masson & Green will pay Commissions to Affiliate at the end of the month following the month in which the Commission due became unconditional. Subject to 3.2 below, payments become unconditional once they are approved by Masson & Green.
3.2 In the event that fraudulent customer or affiliate activity is detected, or if any transactions turn out to be fraudulent or in any way not bona fide, Commission paid in relation to such transactions will be repayable to Mason & Green by Affiliate and any unpaid Commission forfeit.
3.3 When a Customer is a user of more than one affiliate site and interacts with a the Masson & Green site in such a way that a Commission is generated, the Commission will be paid to the most recent referring Affiliate.
3.4 No Commission will be payable if a Customer’s security settings are such that Masson & Green is unable to track transactions to an Affiliate.
3.5 Commission paid is subject to VAT & sales Tax where applicable.
3.6 Masson & Green may change the financial terms of their Agreement at any time.
4. WARRANTY AND LIMITATION ON LIABILITY
4.1 Masson & Green will use all reasonable endeavours to ensure the continuous functioning of the network but the Affiliate acknowledges that Masson & Green network will be subject to a reasonable amount of downtime and the Masson & Green does not give any warranty as to the continuing availability of the network.
4.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION MASSON & GREEN MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PRODUCTS SUPPLIED BY MASSON & GREEN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MASSON & GREEN DOES NOT WARRANT THAT ANY SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY SERVICES CAN BE CORRECTED. AFFILIATE ACKNOWLEDGES THAT MASSON & GREEN HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY OTHER THAN AS EXPRESSLY STATED IN THIS SECTION.
4.3 IN NO EVENT SHALL MASSON & GREEN BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF THE AFFILIATE GATEWAY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF MASSON & GREEN HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED the commission paid to the affiliate. This limitation shall not apply to liability in respect of death or personal injury caused by negligence OR ANY LIABILITY THAT BY LAW CANNOT BE RESTRICTED.
4.4 Affiliate hereby agrees to indemnify and hold harmless Masson & Green against any fees, expenses or damages incurred through breach of this Agreement by the Affiliate.
5.1 The terms of this Agreement do not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Masson & Green and the Affiliate. The Affiliate has no authority to act on Masson & Green's behalf.
5.2 Neither party is liable to the other by reason of strikes, shortages, riots, storm, explosions, earthquakes, war, acts of God or any other cause which is beyond the control of such party.
5.3 Communication from the Affiliate to Masson & Green must be in writing, either by email or by “Royal Mail Recorded Signed For” or similar. Communication from Masson & Green Affiliate will be made in writing, by email or posted on the merchants website. Notices will be effective immediately.
5.4 The merchant may assign this Agreement at any time; The Affiliate may not assign this Agreement at any time.
5.5 The Agreement can be terminated by either party at any time without cause, by providing the other party written notice.
5.6 Masson & Green may change the terms of this Agreement at any time, by serving notice as described above.
5.7 If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.
5.8 This Agreement is made under the laws of England and Wales.