giffgaff

giffgaff Affiliate Terms and Conditions

1. Our giffgaff.com affiliate programme (“Programme”) is managed through the affiliate window network. If you want to become a giffgaff affiliate (“Affiliate”/”you”), please visit https://www.awin.com/gb/publishers and sign up to the Programme.  In signing up to the Programme, you agree to be bound by these terms and conditions.  In the event of any conflict, inconsistency or ambiguity between these terms and any other terms which you may enter into in respect of the Programme, these terms shall take precedence to the extent necessary to resolve the conflict, inconsistency or ambiguity.  You acknowledge that all payments which relate to your activities as an affiliate are governed by the terms and conditions between you and AWIN Limited ("AWIN") and that no payments are due to you from giffgaff Limited ("giffgaff") in relation to your participation in the Programme or your activities as an Affiliate.
2. giffgaff will solely decide whether you are accepted to become an Affiliate and will let you know if your website (“Site”) is accepted to join the Programme.  giffgaff is under no obligation whatsoever to provide feedback to unsuccessful applicants.  If these terms and conditions have been breached in any way, then payment to an Affiliate may be refused. giffgaff can also impose limits on the supply of giffgaff sim cards to an Affiliate.
3. We may remove your Site from the Programme if it is inappropriate. “Inappropriate Sites” could include (without limitation) those that:

1. Infringe trademark rights of giffgaff or any third party or otherwise violate the rights of any third party;
2. Violate any intellectual property rights, including, using text or images from giffgaff’s website;
3. Include a giffgaff trademark in the domain name;
4. Contain sexually explicit materials or hate/violent/offensive content;
5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
6. Promote illegal activities or otherwise violate any applicable laws (this includes SPAM);
7. Do not clearly state an online privacy policy to their visitors;
8. Otherwise are considered inappropriate in giffgaff’s view; and/or
9. Use fraudulent means to prompt clicks.

1. As an Affiliate, you may use certain promotional content that giffgaff provides to you or is provided by AWIN on our behalf. However you must strictly adhere to any and all instructions in respect of the use of such content, including (without limitation) brand guidelines, which may be issued by us or AWIN from time to time and we may suspend your use of such promotional content if you do not do so. You agree to forward any claims or complaints you may receive in connection with the promotional content to giffgaff immediately, and you also agree to remove it immediately upon giffgaff’s request and promptly provide evidence of the same. 
2. You  may not present or use any content at your Site, including, without limitation, graphical images, logos, text copy, editorial copy, press releases or marks, that (i) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, giffgaff; (ii) is misleading, defamatory, libellous, obscene, or otherwise objectionable; (iii) infringes, derogates, dilutes, or impairs the rights of giffgaff or any third party; (iv) refers to giffgaff but is used as part of a name of a product or service of a company other than giffgaff; or (v) is used in any other manner inconsistent with these terms and conditions or with any provision of law.
3. Subject to condition 8, giffgaff hereby grants you a non-exclusive, royalty-free, revocable, non-transferable, non-sub-licensable licence to use during the Term (defined at condition 10)  the giffgaff logo and material  (in each case provided or made available to you by us or AWIN) solely on your Site to facilitate the provision of the Services (defined at condition 10) (the "Intellectual Property") , provided that giffgaff will keep its right, title and interest in its Intellectual Property, including those that it may use or develop in the future. You hereby assign any rights in and to any goodwill resulting from your use of giffgaff’s Intellectual Property to giffgaff and agree that this will not create any right, title or interest for you as an Affiliate.
4. You shall not: (i) use giffgaff's Intellectual Property in any form other than as provided by giffgaff; (ii) vary, amend, alter or change in any way (other than sizing) any of giffgaff's Intellectual Property; (iii) use giffgaff's Intellectual Property other than in accordance with this Agreement and any other written instructions or directions as may be given by giffgaff or by AWIN on giffgaff's behalf from time to time; or (iv) use giffgaff's Intellectual Property for any purpose other than for providing the Services.
5. You will provide some or all of the following services, as we may require, from time to time, as detailed in a separate order form ("Insertion Order") signed by us and you ("Services"):

1. Handset Member sales, which shall entail the Affiliate facilitating customers of giffgaff ("Members") to obtain a valuation of a mobile telephone handset ("Handset") provided by such third party as we may nominate from time to time and in accordance with such processes as we may instruct,  which the relevant Member may then sell to giffgaff;
2. Handset cashback, which shall entail Members applying via an Affiliate platform for cashback on the purchase of a Handset, such cashback to only be paid by the relevant Affiliate via AWIN upon written approval by giffgaff ("Cashback Approval").  Where Cashback Approval is given, the Affiliate shall ensure that the relevant Member receives their cashback promptly and at least within 30 (thirty) days from the date on which the Affiliate receives the relevant funds from giffgaff.  The Affiliate shall clearly communicate to Members the timeframe for receiving cashback where Cashback Approval is given before Members make cashback applications;
3. SIM sales, which shall entail the Affiliate marketing and promoting giffgaff’s connections and tariffs on the Affiliate’s platform and assisting in facilitating new activations; and/or
4. Branding, advertising and promotion, which shall entail web-based marketing activities.

1. You will use best endeavours to maintain the uninterrupted availability of your Site for the required duration of the Services ("Term"). Where you are unable to provide uninterrupted availability of your Site during the Term, you will (at our request and without affecting our other rights and remedies) continue to supply the Services on the same terms as set out in the Insertion Order after the Term for an equivalent duration as that of any period during which your Site was not available.
2. You shall comply with any reasonable instructions that are issued by giffgaff in writing (including by email) from time to time in relation to its products and services, in particular those that are necessary to ensure that giffgaff can comply with its regulatory obligations.
3. You shall ensure that the information we provide to you and request you to display in relation to our products and services which you display on the Site (including without limitation any promotions or cashback offers) is identical to the information provided by us.
4. You will maintain the quality of the Services at a level satisfactory to giffgaff. giffgaff shall at all times have the right to review your activities. You are responsible for notifying giffgaff of any problems with your participation in the Programme.
5. If you want to send out any emails that advertise or promote giffgaff, you will need giffgaff’s prior written approval. Affiliates' email communications must comply with the Data Protection Act 1998 and any other relevant laws, in particular, the Privacy and Electronic Communications Regulations 2003 and from the date it comes into force the General Data Protection Regulation 2016/679 (as amended, re-enacted or superseded from time to time) (collectively “Data Protection Laws”).  You agree to comply with Data Protection Laws in relation to your collection and use of all personal data related to this Agreement.
6. You confirm that: (a) your Site does not fall within the definition of "Inappropriate Site", as detailed within condition 3, and that your Site does not (i) infringe giffgaff’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable laws or regulations; (iii) contain defamatory or libellous material; (iv) contain lewd, pornographic or obscene material; (v) contain viruses, Trojan horses, or other similar harmful programmes; and (b) you have and comply with a privacy policy that is prominently displayed on your Site.
7. The total aggregate liability of giffgaff to the Affiliate for all losses, damages, costs, claims or expenses suffered by the Affiliate arising out of or in connection with these terms whether in contract, tort (including without limitation negligence), breach of statutory duty or otherwise howsoever arising shall be limited to 125% (one hundred and twenty five percent) of the total of all sums paid or due to you for any Services provided under these terms (such sums as shall be paid or payable by AWIN, in accordance with condition 1).  giffgaff shall neither be liable to the Affiliate in respect of any indirect or consequential loss, irrespective of whether such loss was foreseeable or whether giffgaff has been advised of the possibility that such loss may be incurred, nor shall giffgaff be liable to the Affiliate for loss of profits, loss of business opportunities, loss of revenue, loss of anticipated profits or damage to goodwill.
8. You agree to indemnify, defend and hold harmless giffgaff and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations or obligations including but not limited to use of our Intellectual Property in breach of conditions 7 and 8.
9. Either giffgaff or you may terminate this Agreement at any time, for any reason, provided that we provide at least five days' prior written notice to the other and AWIN. giffgaff can terminate this Agreement immediately (without further liability to you) on giving written notice to you if you commit a breach of your obligations under any or all of clauses 4,5,6,11,12,14,15 or otherwise bring or threaten to bring the giffgaff brand into disrepute ("Material Breach") . All licences granted to you shall cease immediately upon termination and you must immediately stop using any giffgaff branding and materials when this Agreement ends.  If you terminate the Agreement in accordance with this condition 18 then, at our option, you shall continue to provide the Services (as detailed within an Insertion Order) or refund any and all advance payments made in respect of such Services.  If giffgaff terminates the Agreement due to your Material Breach then any and all Insertion Orders shall also terminate with immediate effect and you shall refund any and all advance payments made in respect of the relevant Insertion Orders.
10. giffgaff may vary these terms from time to time with effect from the date on which these terms (as varied) are displayed on the AWIN website. It is your responsibility to visit the AWIN website periodically for the purpose of familiarising yourself with the then current terms.
11. General
    1. Interpretation Any reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted and any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. Business Day means Monday to Friday in the United Kingdom.
    2. Assignment and other dealings We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Agreement. You may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without our prior written consent.
    3. Subcontracting You may not subcontract any or all of your rights or obligations under the Agreement without our prior written consent.  You shall remain liable for all the acts and omissions of any subcontractor as if they were your own acts and omissions.
    4. Entire agreement This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.   Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    5. Rights cumulative The express rights set out in this Agreement are not exclusive and are without prejudice to any other rights or remedies whether set out in this Agreement or at law. 
    6. Waiver No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Severance If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
    8. Notices
       1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be  delivered by hand or by pre-paid first-class post or by a signed-for next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
       2. Any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the correct address; (ii) if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; and (iii) if sent by a signed-for next Business Day delivery service, at the time recorded by the delivery service.
       3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. A notice given under this Agreement is not valid if sent by email.
    9. Third party rights No one other than a party to the Agreement, which shall include our subsidiaries, and their permitted assignees shall have any right to enforce any of its terms.
    10. Relationship Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.
    11. Governing law The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
    12. Jurisdiction Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims)..