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ShopGenius Affiliate Program
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Terms and Service
What This Is
The following are the terms relating to the Affiliate agreement between Adgenius Limited and Affiliate Partners, under which Affiliate may benefit from a commission earning relationship with Adgenius Limited. A reference to “this agreement” or “the agreement” is a reference to the agreement between Adgenius and the Affiliate for an affiliate relationship in relation to a particular website or platform, on and subject to those terms and conditions (“terms”).
Who We Are
Adgenius Limited is hereinafter referred to as “Adgenius”or “we” or “us”, (company registration number 11142109 – registered in England & Wales) is an information technology service company. References herein to “Affiliate” or “you” or “your” are to the Affiliate Partner with whom we enter into an agreement on these terms, from time to time.
In the course of our delivery we utilise third party suppliers and as our own trading terms are also subject to the terms of those third party suppliers, which by acceptance of this agreement automatically extend to Affiliate introduced Clients.
Any contract or agreement entered into with a client that contracts with Adgenius via an Affiliate website/introduction, who is hereafter regarded as a “Client”, (as described below) will be entered into on and subject to Adgenius’s standard client terms and disclaimer. We have standard terms for clients & suppliers but we also have many exceptional relationships where non-standard terms may apply which are accordingly communicated to any relevant Clients. Rest assured we’ll keep you primed on any delivery variables you need to know about.
Adgenius will attempt to ensure information on any of its sites is reliable, accurate and in no way misleading however you accept changes in law, regulations, licenses, supplier circumstances, performance and e-commerce are ongoing, and therefore inaccuracies and inconsistencies may occur. Additionally you accept images are generally used for illustrative purposes and in some cases may not be the exact representation of what is available. You also accept the disclaimers on each of the sites.
By agreement and following approval we’ll be setting up a non-exclusive, non-transferable, gross commission based affiliate relationship with you for a qualifying website of your choosing whereby you can earn agreed commission on any revenue generated through your confirmed leads (i.e. net income received by Adgenius from Clients as described below. The commission structure of that relationship will depend on which option you’ve chosen, though these terms will apply in all eventualities.
We hope for a really straightforward, mutually beneficial relationship. You agree to represent us and our products and services in an accurate, clear, clean and honest fashion. We don’t want to be misrepresented and we don’t want Clients to have inaccurate or unreasonable expectations.
We’ll be receiving redirected browsers from your site/s, thereafter we will provide those browsers with exactly the same service we provide Adgenius’s direct browsers. However your browsers will be recognised as coming from you and a unique “cookie” identity will be applied to each visiting browser for tracking purposes.
When browsers contract our commercial services and commence a payment relationship they are thereafter regarded as Clients. You will be paid commission on net income received from any Clients redirected from yourselves subsequent to an agreed standard commission structure separate to these terms.
By agreeing these terms and commencing an Affiliate relationship, hereinafter you’ll be referred to as the Affiliate, you confirm you understand them and that you have the commercial authority to make such confirmations.
Should it be required as an approved Affiliate you must provide commercially reasonable cooperation on matters of customer service and support and comply with our reasonable requests in this regard, from time to time.
You’ll be using Adgenius’s Affiliate arrangement and relationship with Adgenius entirely at your own risk. Should you not accept these terms you should not commence a relationship with Adgenius or use Adgenius’s Affiliate programme. Commencement of the programme will be confirmation of your acceptance of these terms.
You may not automatically transfer this agreement to any other website or programme not previously approved in writing by Adgenius. Each and any website and or platform must have its own separate Affiliate agreement. Each affiliate relationship will be managed separately.
Should your account remain inactive for a period of 6 months or longer we reserve the right to close it. But we’ll keep your details to fire up again when you’re ready to have another go. If your account remains inactive for a further 6 months your details are likely to be deleted.
Variations – as Adgenius’s business develops and matures we may vary terms and or the service from time to time at our discretion. The most up-to-date terms can always be found in your log-in area, and you should check them regularly, for any updates, because you will be bound by them as from the time when they are first up loaded to your log-in area.
Adgenius reserve the right to pause or close the programme at any time, should it consider the Affiliate is in breach of any terms or stated preferences.
Continuation of the affiliate relationship is automatic (as described below) though changes in management / ownership by either party means each party can terminate the Affliate relationship on 14 days written notice within a reasonable period of first having become aware of the change..
The agreement will automatically roll if you pass an automatic annual review. If you do not pass the annual review, the programme will cease after 14 days, and we will give you written notice of that.
Commissions & Financial
Details of commission programmes and opportunities will be sent separately from these terms and may be changed at any time. The commission structure will depend on which standard option is chosen by the Affiliate however these terms apply in any event.
All payment models will receive payment in the same way. Payment will be made for qualifying Affiliate commissions only in GBP (British Pounds) Or United States Dollar depending on the campaign offer unless otherwise agreed, 30 days from the last day of event delivery to the next 15th of the month.
Please note commission is qualified NOT on transaction but 30 days after Adgenius receive cleared funds direct to their bank account.
For the avoidance of doubt the Affiliate is responsible for the tax element of any commission earned and all / any processing costs.
You will be able to log-in to your Affiliate record to see status and performance. Please note that log-in will be terminated at the cessation of this agreement.
Upon cessation of the agreement no further commissions will be paid and returning clients will not be recognised.
For the absence of doubt Adgenius will make no financial contribution towards the development of your site and or marketing programmes.
Linking to Adgenius, Restrictions & Confidentiality
You’ll be using links to redirect browsers to Adgenius’s selected web platforms eg Adgenius.xyz, Shopgenius.io etc. You accept it’s essential that these links are accurate, working and relevant. You must inspect the integrity and veracity of all links on at least a monthly basis.
You may not take anything from our sites without prior written agreement. You may not edit or amend programmes. You must also take reasonable steps to mitigate extraction of data and service information.
You must not place us on any pages that may damage the brand. Adgenius cannot be displayed on any sites or alongside any content that is sensitive, defamatory, pornographic, obscene, irresponsible, dangerous, financially questionable including gambling, illegal or otherwise and in our opinion, disreputable content.
Additionally we would remove Adgenius permissions and immediately cancel the agreement in any instance where, in our opinion, Adgenius is defamed and or misrepresented. In these instances we would also reserve the right to seek damages (in addition to any other rights we may have).
The same considerations apply to any reference to Adgenius over social media.
The Affiliate must not copy, plagiarise or duplicate any of Adgenius's content, material (including but not limited to content, copy, pictures, animations, video), intellectual property, or practises during the course of the relationship or in the future.
The Affiliate acknowledges Adgenius's programmes are not intended for audiences or customers under 18 years of age.
Both parties agree to keep each other's information confidential and that same information will not be disclosed outside of this agreement. Failure to observe this will result in immediate termination.
You should also make all reasonable effort to ensure the administrative and technical safety and security of confidential information. If the information has been compromised in anyway eg through sabotage, hacking, office or cyber crime you must inform us as soon as reasonably possible. In the instances of a breach Adgenius will not be liable to remit any payment/s or assist with rectification.
You may not reverse engineer, copy and or amend the Affiliate program.
You accept that there are sensitivities to any technical platform and you must not intentionally overburden our site/s or systems. Overburdening, whether intentional or unintentional, from your site will result in immediate suspension of your Affiliate programme until the matter is satisfactorily resolved.
As far as reasonably possible you must protect against spam, viruses, etc reaching Adgenius's affiliate programme, offices and websites.
Use of Logo, Ownership, Language & Licenses
You can use the Adgenius logo on your site provided it is clearly understood as a separate proposition and remains in its original form. But please use sparingly, overuse will be seen as potentially damaging the brand in which case you will be asked to stop and failure to do so thereafter will be seen as a breach of these terms.
You cannot however use any Adgenius brand name in any url, domain reference or PPC (pay per click) advertising terminology.
Any references to Adgenius must be made in English unless otherwise agreed.
Once the relationship with Adgenius has ended you agree to immediately remove the logo and anything associated with Adgenius, including all and any copy.
Passing Off, Media Relations, Advertising, Promotions, Over Marketing & Spam
You understand all of Adgenius's representations, communications, visuals, pictures, images and or logos are copyrighted and or trademarked.
You cannot refer to yourselves or “pass off” yourselves or any of your websites or platforms as Adgenius or any of Adgenius's websites and or platforms.
You agree not to advertise in competition to us or engage in competitive practices against us for as long as you have any affiliate relationship with us in respect of any website or platform
You agree to inform us of any advertising, media or PR campaign you wish to run pursuant to your Affiliate status so that we may reference our own plans to ensure no conflict occurs. If conflict occurs and or is likely to occur Adgenius's plans will always have priority regardless of timescales.
You must not allow Adgenius to be seen as spam eg by the use of unsolicited communications (emails, social messages etc) to third parties outside of your own opt-in database. If any spamming occurs we'll have to remove you as an Affiliate.
Any intended promotional activity outside of your private database should be agreed in writing by both parties in advance.
Passwords, Data Storage & Intellectual Property
You are responsible for your Affiliate password. Similarly you are solely responsible for updating your records and contact information.
Adgenius cannot be held responsible for any instances or outcomes due to your mismanagement of your record, information or password but if as a result we suffer loss or damage, we shall be entitled to recover these from you, in damages.
Client records and data are stored and maintained under Adgenius's normal practices. You are not permitted to process any personal data, on our behalf, and you must do everything necessary to ensure breach of our regulatory obligations including without limitation under an applicable data protection legislation and regulations.
Whilst we will seek to deliver a beneficial Affiliate relationship that you are happy with you accept we are under no obligation to maintain and provide data to you. Client records will remain the property of Adgenius.
Whilst unlikely the Affiliate accepts that Adgenius cannot guarantee against data corruption and loss of data.
You acknowledge Adgenius's intellectual property rights under the full extent of the law and also automatically assign all intellectual property rights to Adgenius for any new information, practices, copy, content, protocol, systems or otherwise that come out of our relationship.
To the maximum extent permitted by law Adgenius (and all related parties) accept no responsibility for inaccuracies or omissions on their site or for the actions you take as an Affiliate. Subsequently you agree to indemnify Adgenius for any misrepresentations made by you or through you.
You agree Adgenius will not be liable to pay any damages in any capacity arising out of or related to the miscomprehension and or miscommunication of this agreement and or the mismanagement of the Affiliate's own representations.
Adgenius will not be responsible in any instance where the Affiliate has mis-sold and or mis-represented Adgenius in any capacity, in any such instances the Client will be redirected back to the Affiliate. Should Adgenius accordingly suffer damage and or incur expenses we reserve the right to claim for our time and expenses incurred in the contribution towards managing the issue and or its resolution and the Affiliate shall indemnify Adgenius for all or any loss, cost, liability, damages or expenses whatsoever that Adgenius may suffer or incur as a result of any such mis-selling or misrepresentation or any default or breach of these terms by the Affiliate
You understand Clients become party to Adgenius's standard Client terms (see https://app.adgenius.xyz/terms) and any previous covenant is nullified, consequently you agree to indemnify us against any Client claims outside of those terms.
You accept that Adgenius will not be liable to pay any damages in any capacity arising out of or relative to the delivery of this Affiliate relationship.
Should for any reason Adgenius be culpable of negligence during the course of this relationship Adgenius’s maximum liability to you arising out of this agreement and relationship with you is £100.
Client Cancellations, Refunds, Force Majeure & Uptime
If a Client cancels their event or is unable to confirm or their event is cancelled either by themselves or Adgenius due to disqualifying reasons, eg not enough numbers, commission will not be payable. For the avoidance of doubt no commission will be paid on deposits, only full cleared balances according to the terms herein.
If an Affiliate introduced Client is expecting or demanding a refund for any part of their membership with Adgenius then commission payment will be paused until that is satisfactorily resolved. Should a refund be due the commission amount will be amended accordingly. Should the refund occur after 30 days and commission has already been paid then the Affiliate's next appropriate future commission will be amended accordingly to accommodate the relative refund amount.
Cancellation or changes may be made at any time when safety conditions are, in Adgenius or its Suppliers' discretion, compromised.
In the event of loss or damage suffered by the Affiliate following changes to or cancellation of the whole or part of the Client's booked program due to reasons of unusual or unforeseeable circumstances beyond Adgenius's or its Suppliers' control, commission or compensation will NOT be payable. By way of example because of safety risks, adverse weather conditions, war, riots, civil strife or terrorist activity, industrial disputes, utility blackouts, cyber warfare, natural or nuclear disasters, fire, flood, shortage of water, epidemics, health scares, medical emergency or necessity, unavoidable and or technical problems with transport or equipment, airport closures, and similar events beyond our control.
Adgenius's sites are well administrated and reliable and we are committed to a well supported uptime, however you accept in instances beyond our control our sites may experience difficulty and we cannot be held responsible in any capacity for any failure of third parties eg for hosting and or technical site difficulties.
Governing Law Jurisdiction
The affiliate relationship and any contract between the Affiliate and Adgenius (including this agreement) and any dispute arising from it, whether contractual or non contractual, will be construed and governed by English law and be subject to the jurisdiction of the English Courts Warranties & Disputes
Neither party makes any warranties or representations other than those expressly provided in this agreement.
We, like yourselves, want a great relationship without disputes but should there be any please simply put the case in writing and it will be dealt with within 3 workday. Please write with full details by email to firstname.lastname@example.org.
Removal & Discontinuation
You agree to immediately remove our details and anything related to us on cessation of this agreement by either party. Adgenius reserve the right to withhold any commissions until this has happened.
Thereafter neither party shall refer to each other again, keeping all previous relationship information entirely confidential.
The Affiliate recognises that Adgenius is an independent contractor and not the servant of the Affiliate.
Oral advice & draft deliverables - you may only rely on our final written deliverables and not on oral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we can prepare a written deliverable on which you can rely.
If any of these terms or conditions are unenforceable for any reason, but would be enforceable if some of its wording were deleted or amended, it shall apply with such deletions or amendments as are necessary to make it enforceable.
No amendment or variation to the contract or conditions shall be effective unless in writing and signed by or on behalf of both parties.
This agreement is personal to you and you may not transfer any benefit or obligations under it to any other party.
No claims against individuals - should you have cause to, you agree to bring any claim (including one in negligence) in connection with the Program only against Adgenius Ltd and not against any individual within Adgenius.
Entire agreement - This agreement and the commission arrangement agreed between us in relation to this agreement forms the entire agreement between the parties in relation to the services. It replaces any earlier agreements, representations or discussions. No party is liable to pay any other party (whether for negligence or otherwise) for a representation that is not in the agreement.
Rights of third parties - a person or representative who is not party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended) to enforce any terms of the agreement.
Doing A Better Job
If you think we can do a better job or you feel you could benefit by us improving any part of the service please don't hesitate to let us know via email to email@example.com.