This Agreement ("Agreement") is made between a publisher ("You") and Ocado Retail Ltd ("We", "Us" Or “Ocado”). Neither Awin Network nor any of its corporate affiliates are parties to this Agreement. Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the Awin Network platform.
In consideration of the terms set out below, each party agrees as follows:
1.1 We may post on the Awin Network an offer to pay a specified commission in return for certain advertising services in which you will be provided with a link.
1.2 If You accept one of our offers, we will have entered into an "Arrangement” and are applying to the Ocado Affiliate programme. Each Arrangement shall have the same identification number as the original offer that lead to the Arrangement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Arrangement and the terms of this Agreement, the terms of the Arrangement shall govern.
1.3 In applying for the Ocado Affiliate programme You are agreeing to the above terms and conditions and agree to comply with all applicable laws.
1.4 We reserve the right to monitor Your site at any time to confirm compliance with this Agreement or the specific Arrangement as appropriate. You are fully responsible for all content, links and activities conducted on the Your site. Any such non-compliance identified may result in the termination of this Agreement or the specific Arrangement.
2. Your Responsibilities
2.1 Promotional Codes: You may only use coupons and promotional codes that are provided exclusively through the Awin affiliate program. A promotion code that hasn’t been communicated via your account manager is an unauthorised code that must not be used. We reserve the right to decline any commissions that were earned from that code.
2.2 Social Media : You can promote the Ocado brand and any offers on social media but You are not permitted to tag official Ocado accounts in these posts without prior written consent.
2.3 General Promotion: You must only promote current offers. If You are found to be consistently promoting out of date offers or pricing You we reserve the right to terminate the Arrangement and/or this Agreement with immediate effect. If We request You to stop adverting specific brands, We will not pay commission on these sales in accordance with clause 3 and if you continue to do so we reserve the right to terminate the Arrangement and/or this Agreement with immediate effect.
2.4 Affiliate Toolbars: You must not feature Ocado on toolbars without express agreement from Ocado or Awin Network.
2.5 Adware / Spyware: The use of adware and spyware is strictly forbidden and will result in immediate termination if We discover or suspect that this is being utilised.
2.6 PPC Policy: You warrant and represent that You will not bid on the Ocado brand name or misspellings for search engine positioning. This notification applies to, but is not limited to, the Ocado trademarks and brand names, including variation. You agree not to use the Ocado brand name in the display URL or display copy in search engines.
2.7 Branding: You agree not to alter any assets (including text and images) which are provided to them. Through the Awin interface or otherwise. You are to refrain from conducting PR relating to their relationship with Ocado. For instance You must not suggest that they are 'in partnership' with Ocado, and if there is any uncertainty please speak to the account manager. In applying for the Ocado Affiliate programme you are confirming that you are not promoting the Ocado Affiliate programme in inappropriate environments such as, but not limited to:
• Illegal material
• Any obscene or sexually explicit material;
• Any violent, discriminatory, threatening or abusive material;
• Any material which is blasphemous or defamatory in any way
• Any material that infringes the Intellectual Property of any third party
• File sharing
• P2P (or Peer to Peer)
2.8 You acknowledge that you are solely responsible for all materials that appear on your website/s.
2.10 Prohibited Web Site URL Keywords: You agree not to use the Ocado brand name in the display URL or display copy in search engines
3.1 The Commission Rates in accordance with this Agreement, will be negotiated on a case by case basis.
3.2 You are paid commission once agreed in accordance with clause 3.1. The value of these transaction includes VAT, but excludes Ocado delivery charges. We will not validate orders before two days after the delivery has been made, to allow time for cancellations, scratches and refunds to be processed.
3.3 We allow referrals within a 30-day window, however We will only be liable to pay for returning customer orders up to 5th shop.
3.4 Commission will not be payable to You where: (i)The customer uses any other voucher in circulation; and/or (ii) The customer/household has duplicate existing customer accounts. For the avoidance of doubt, We will pay commission to You where: (i) The customer was previously registered but had not already shopped at Ocado; and/or (ii) The last click source prior to the transaction was either your source, direct source and/or Organic (brand) search.
4. Intellectual property
4.1 Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
4.2 We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Agreement, on Your site solely for the purpose of creating links from Your site(s) to Ocado’s site(s). Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
4.3 You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.
5.1 Either party may terminate any Arrangement at any time by deleting their acceptance of the Agreement through the Awin Network. For the avoidance of doubt, any termination of a specific Arrangement will not terminate any other live Arrangements or this Agreement unless specified in the termination notice.
5.2 Either party may terminate this Agreement at any time, for any reason, provided that they provide at least fourteen days prior written notice of such termination to the other party and the Awin Network. Termination of this Agreement shall also terminate any outstanding Arrangements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. Where any payment has been provided in advance You shall pay Us a pro-rated refund.
6.1 Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's intellectual property rights; (ii) breach any applicable law, statute, ordinance or regulation; (iii) be defamatory or bring the reputation of the other into disrepute or (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
7.1 You hereby agree to indemnify, defend and hold harmless Ocado and its directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, or expenses (including reasonable legal costs and expenses ) brought by a third party, arising out of a breach, or alleged breach, of any of your representations or obligations herein.
8. Limitation of Liability
8.1 We will have no liability of any sort arising from any interruptions or errors in Our site.
8.2 In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, Our aggregate liability arising under or with respect to this Agreement or Our affiliate program shall in no event exceed the total amount of Commissions paid or payable to You under this Agreement.
9.1 Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
9.2 This Agreement is governed by English law and the parties agree to submit any dispute to the exclusive jurisdiction of the English courts. Nothing prevents either Party from applying for injunctive or other interim relief from any court.
9.3 By accepting any offers through the Awin Network, You agree that you will be deemed to have executed, and will be bound by, this Agreement.
9.4 The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
9.5 We reserve the right to alter and amend the list of excluded brands as and when required.