ZeroWater UK

The Affiliate is authorised on a non-exclusive basis to promote the Merchant products to its website visitors using the

Promotional Content.

The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the

Merchant products. Use of the Merchant’s Promotional Content is subject to the restrictions of this Agreement and the

Merchant can object to any use of Promotional Content if it deems the use to be inappropriate or inaccurate or for any

other reason in its absolute discretion.

Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining

and updating its own website.

The Merchant is not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and

the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and

expenses relating to the Affiliate’s use of the Promotional Content.

The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales,

revenues, etc.) derived from individual activities as described in this Agreement.

The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately

track Converted Leads.

In performance of its obligations under this Agreement, the Affiliate will comply with all applicable laws and

regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent

activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about

products must be accompanied by a prominent statement that the affiliate is being paid to promote the products.

The Affiliate undertakes and covenants that at all times they will comply with the requirements of the Data Protection

Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.

Affiliate warrants that its site does not:

a. promote sexually explicit materials;

c. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

d. promote illegal activities; or

e. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other

intellectual property rights or to violate the law.

The Merchant will pay the Affiliate a fee equal to £ for each Converted Lead. The fee is inclusive of any VAT payable

by the Merchant to the Affiliate. Approval and acceptance of any Converted Lead shall be at Merchant’s sole

discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.

The Merchant hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-

transferable, royalty-free licence to:

b. display the Promotional Content on the Affiliate’s website and with such other guidelines as may be identified by

the Merchant from time to time solely for the purpose of marketing the Merchant products as provided in this

Agreement.

The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of

the Promotional Content, or other identifying marks placed by the Merchant or its agents on the products or associated

documentation or literature, without the Merchant’s prior written approval. Except as specifically provided in this

Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Promotional Content,

products, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the

Promotional Content, products, any underlying intellectual property, and any related goodwill are the sole and

exclusive property of the Merchant. The Affiliate must not, during the term of this Agreement and afterwards,

challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks,

service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.

The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license

terminates automatically when this Agreement terminates.

A party can terminate the Agreement immediately by giving written notice to the other party if that other party:

a. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;

b. commits a material breach of the Agreement (which, if capable of remedy, it fails to remedy within 30 days after

being given written notice specifying full particulars of the breach and requiring it to be remedied;

d. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;

e. is a company over any of whose assets or property a receiver is appointed;

f. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order

(within the meaning of the Insolvency Act 1986); or

Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the

date of termination. Other than as set out in the Agreement, neither party has any further obligation to the other under

the Agreement after its termination.

On termination of the Agreement for any reason, the Affiliate must permanently remove all Promotional Content from

its website and return it to the Merchant.

Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or

allow the information to be disclosed except:

b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in

order to discharge its obligations under the Agreement and agree only to use the information for that purpose and

not to cause or allow disclosure of that information;

c. where the information has become generally available to the public (other than as a result of disclosure in breach

of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);

d. where the information was available or known to it on a non-confidential basis before being disclosed under the

Agreement; or

e. where the information was developed by or for it independently of the Agreement and is received by persons who

are not the disclosing party.

The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or

agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law

are excluded from the Agreement to the fullest extent permitted by law, without in any way limiting or excluding

liability for personal injury, fraud or fraudulent misrepresentation.

 The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the

fees due to the Affiliate under this Agreement.

No party will be liable to any other party under the Agreement (except where required by law) for any:

a. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

b. loss or corruption of any data, information, database or software;

c. loss of profits;

The Merchant can change any terms of the Merchant products including pricing. The Affiliate must immediately

replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.

 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 the use of personal

data, including (without limitation) the UK General Data Protection Regulation and any national implementing and

supplementary laws, regulations and secondary legislation, including the Data Protection Act 2018.This clause is in

addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate

must not sell or pass on any Converted Lead data to any third party.

No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the

Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

Both Parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this

agreement, and have obtained all necessary permissions and approvals.

Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency,

franchise, sales representative, or employment relationship between Affiliate and Merchant.

The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third Party has any right to

enforce or rely on any provision of the Agreement.

If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or

unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity

and enforceability of the other provisions of the Agreement will not be affected.

Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by

pre-paid first class post to or left by hand delivery at the other Party’s registered address or place of business, or sent by

email to the email address notified by the other Party. Notices:

a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on

the second business day and, where posted from or to addresses outside the United Kingdom, on the tenth business

day following the date of posting;