TERMS AND CONDITIONS
CONECTIA AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (the “Agreement
”) is entered into by Conectia a trading style of Inchora Commercial Limited (“Conectia
”) and you (the “Affiliate
”, or “You
”), the party submitting a request to become a Conectia Affiliate, together knowns as the “Parties
”. By indicating your acceptance of the terms of this Agreement by clicking on the relevant tick box on the Conectia website, you accept and acknowledge that terms laid out herein come in to immediate force and agree to be bound by them until such time as the Agreement is terminated in accordance with Clause 10.
1. Definitions and Interpretation
2. Conectia Affiliate eligibility
- 1.1 The following words shall have the following meanings in this Agreement, unless expressly provided otherwise:
- Affiliate means the person, partnership, company or other entity that enters into this agreement and is subsequently authorised to have access to the MyConectia Platform for the purpose of generating Sales and Referrals for Merchants from which Commission may be earned by the Affiliate.
- Affiliate Media collectively means websites owned or controlled by the Affiliate, emails sent by or purported to be sent by the Affiliate and online advertisements placed by or on behalf of the Affiliate.
- Chargeback means Commission that has been paid, or is due to be paid, for a Sale or Referral that, subsequent to the sale or referral, is discovered to be fraudulent or inadmissible for Commission under the rules of the relevant Programme, Insertion Order (I/O) or published Terms of the relevant Merchant. Rules governing Chargeback are detailed in clause 1.8.
- Commission means sums payable by Conectia to the Affiliate as specified by Conectia in relation to each Programme the Affiliate may join from time to time and in accordance with any relevant Insertion Order (I/O) or other Terms that may be agreed in writing and in accordance with Clause 7 of this Agreement.
- Conectia means Conectia, a trading style of Inchor Commercial Limited, Company number 06771616 and whose registered address is Cody Technology Park, Old Ively Road, Farnborough, Hampshire, GU14 0LX. Trading address: Suite 2, St Giles House, St Giles Street, Norwich, Norfolk, NR2 1JN.
- Conectia Website means the website controlled by Conectia found at www.conectia.co.uk or other such domain as Conectia may notify to the Affiliate from time to time.
- "Confidential Information" means all confidential information which either party, directly or indirectly, discloses to the other party before, on or after the date of this Agreement. This includes:
- i) all confidential or proprietary information relating to:
- a. the business, affairs, customers, clients, suppliers, plans, intentions, or market pportunities of the disclosing party; and
- b. the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing party;
- ii) any information, findings, data or analysis derived from Confidential Information; and
- iii) any other information that is identified as being of a confidential or proprietary nature.
- Customer means the person or other entity interacting with the Merchant including (but not limited to) purchasing goods, products or services or providing the Merchant with information to better its commercial or other aims.
- E-mail Promotion means the distribution of content by e-mail for the purpose of generating Sales & Referrals in relation to Programmes available on the MyConectia Platform.
- Intellectual Property means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Merchant means the person, partnership, company or other entity supplying goods, products and services via the MyConectia Platform.
- MyConectia Platform means the web pages that may be accessible following links on and from www.myconectia.com or such other domain name as may be notified to the Affiliate from time to time and through which Conectia provides its services to the Affiliate.
- Programme means a specific product or service of a Merchant that is made available through the MyConectia Platform and which Affiliates can apply to join for the purpose of earning revenues by generating Sales or Referrals for the Merchant.
- Referral means an introduction or lead made or obtained as a result of a User interacting with the Affiliate Media or hypertext link owned or controlled by the Affiliate to a Merchant Website and where such referral is made irrespective of any expectation of monetary reward.
- Sale means a sale of goods, products or services from a merchant to a customer and which may or may not be subject to Commission.
- Self-Billing Agreement means the signed agreement between You and Conectia which allows Conectia to raise Self Billing Invoices for the Commission due to You.
- Service means the provision of MyConectia technology to the Affiliate and comprises technological and commercial relationships between Affiliates, Merchants and the Myconectia Platform
- Sub Affiliate means a third party that the Affiliate brokers out the responsibility to generate Referrals or Sales on its behalf.
- User means any person that views or interacts with the Affiliate Media.
- 1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
- 1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- 1.4 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- 1.5 A reference to writing or written includes e-mail, but not fax.
- 1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- 1.7 References to clauses and Schedules are to the clauses and Schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule.
- 1.8 The headings contained in this Agreement are for convenience of reference only and shall not affect the interpretation or meaning of this Agreement.
- 1.9 Unless the context otherwise, requires, words in the singular shall include the plural and in the plural shall include the singular.
- 1.10 Unless the context otherwise requires the reference to one gender shall include a reference to the other genders.
3. Upon becoming an Affiliate
- 2.1 In order to become an Affiliate of Conectia, You will:
- 2.1.1 Agree to be bound by this Agreement as confirmed by clicking on the relevant tick box on the Conectia Website; and,
- 2.1.2 Complete, sign and return to Conectia a Self-Billing Agreement and which You will renew on an annual basis for the duration of this Agreement; and,
- 2.1.3 Complete and return to Conectia a Due Diligence Questionnaire (the “Questionnaire”) that will allow Conectia to assess your suitability for becoming an authorised Affiliate.
- 2.2 Conectia may, at its sole discretion, request that You provide additional information or evidence in support of the answers provided in your completed Questionnaire and You shall not unreasonably withhold such information or evidence.
- 2.3 Conectia will, at its sole discretion, accept or reject your application to become an authorised Affiliate of Conectia and will issue login and password for the MyConectia Platform to you upon approval.
- 2.4 In the event that You provide Referrals or direct Customers to any site that results in a Sale prior to receiving written confirmation of your acceptance as an authorised Affiliate, Conectia will have no obligation to pay You Commission that would otherwise result from such Referral or Sale.
4. Obligations of the Affiliate
- 3.1 You agree that Conectia can create an account on the Myconectia Platform using the details you supplied when submitting your application to become an Affiliate of Conectia.
- 3.2 Conectia will issue the Affiliate with a login ID and password that will provide access to the MyConectia Platform and the Programmes and Merchants therein.
- 3.3 The Affiliate will ensure that only authorised personnel under its direct control are made aware of such login ID and password and shall keep such secure at all times.
- 3.4 The Affiliate will notify Conectia immediately if it believes or suspects that the Login ID and Password referenced in Clause 3.2 is no longer secure or if improper access of the Account has occurred.
- 3.5 The Affiliate may, at any time after being accepted as an Affiliate of Conectia, apply to join any Programme available on the MyConectia Platform. Acceptance and continued participation in any such Programme will be at the sole discretion of Conectia.
5. Use of Sub-Affiliates
- 4.1 The Affiliate shall at all times:
- 4.1.1 ensure that all information supplied to Conectia is complete, accurate and current. Where such information is required for the submission of information, payment or notices by Conectia to the Affiliate, Conectia shall not be liable for any failure in the provision of such information, payment or notice arising as a result of the Affiliates failure to provide complete, accurate and current information.
- 4.1.2 comply with all applicable regulations which govern UK and EU data protection and electronic communications including:
- 188.8.131.52 The Data Protection Act 1998
- 184.108.40.206 The Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR)
- 220.127.116.11 The Guide to Privacy and Electronic Communications 2013
- 18.104.22.168 Companies Act 1985, Companies Act 2006 (Registrar, Languages and Trading Disclosures) Regulations 2006
- 22.214.171.124 The CAP Code – British Code of Advertising, Sales Promotion and Direct Marketing
- 126.96.36.199 Direct Marketing Association (DMA) Direct Marketing Code of Practice
- 188.8.131.52 Information Commissioners Office – Rules, notifications and Guidance for Organisations
- 184.108.40.206 The Consumer Protection from Unfair Trading Regulations 2008
- 4.1.3 refrain from any of the following practices:
- 220.127.116.11 The bulk sending of unsolicited messages (‘spam’), or the sending of unsolicited emails which provoke complaints from the recipients,
- 18.104.22.168 The use of distribution lists that include people who have not given specific permission to be included in such distribution process,
- 22.214.171.124 Posting commercial ads to any newsgroups that do not permit it,
- 126.96.36.199 Posting articles containing binary encoded data to a non-binary newsgroup,
- 188.8.131.52 Excessive and repeated posting off-topic messages to newsgroups.
- 4.1.4 For Referrals or Sales relating to any financial products or services that may come under the auspices of The Financial Services Act 2012, the Affiliate shall at all times comply with all rules contained within said Act when generating Referrals or Sales under this Agreement.
- 4.1.5 For Referrals or Sales relating to claims management (as defined in the Compensation Act 2016) or which come under the control of the Ministry of Justice or the Claims Management Service Regulator, the Affiliate shall at all times comply with all rules contained within said Act and in accordance with eth relevant rules of the Ministry of Justice and Claims Management Service Regulator when generating Referrals or Sales under this Agreement.
- 4.1.6 apply the suppression files as posted onto the MyConectia Platform or otherwise communicated to You by Conectia to all distribution lists used by the Affiliate and their sub affiliates before any E-mail Promotions are undertaken.
- 4.1.7 comply with the technical specifications as published on the Myconectia Platform or as may be otherwise communicated to the Affiliate by Conectia for the tracking of Users so as to allow Conectia to attribute Referrals and Sales to the Affiliate. Failure to comply with this requirement may result in loss of Commission’s where, in Conectia’s sole discretion, such failure to comply results in any ambiguity as to the role of the Affiliate in generating the Referral or Sale.
- 4.2 The Affiliate Warrants:
- 4.2.1 that it has the right to use all Intellectual Property that appears in Affiliate Media,
- 4.2.2 that it has taken such steps as are required to ensure that the tracking of any User after they have clicked on a hypertext link as supplied by Conectia or a Merchant is done in accordance with all relevant laws and regulations as listed in Clause 4.1.2,
- 4.2.3 that Affiliate Media does not and shall not display or contain any information or content or hypertext links to information or content which are in breach of the Intellectual Property rights of Conectia, Merchants or third parties,
- 4.2.4 that Affiliate Media does not and shall not display or contain any information or content or hypertext links to information or materials which are or may be objectively considered to be offensive, defamatory, pornographic, obscene, offensive, blasphemous, threatening, or liable to incite racial hatred or which promote any illegal activity including (but not limited to) drug dealing, prostitution, cracking or hacking,
- 4.2.5 that the Affiliate will at all times comply with the rules of each Programme that it participates in.
- 4.2.6 that it will not amend, edit or allow to be amended or edited any of the Intellectual Property provided to it by Conectia or made available to it through the MyConectia Platform.
- 4.2.7 the Affiliate will act at all times in good faith to ensure that any and all referrals and Sales generated by the Affiliate will be the result of conscious action by a User and not as a result of any activity such as (but not limited to) Computer bots.
- 4.3 The determination as to whether any of the requirements of this Clause 4 have been broken is at the sole discretion of Conectia.
- 4.4 If Conectia determines that any of the requirements of this Clause 4 have been broken it may suspend, pending further investigation, with immediate effect:
- 4.4.1 the Affiliate’s participation in any Programme; and,
- 4.4.2 access for the Affiliate to the MyConectia Platform; and,
- 4.4.3 any Commission payments to the Affiliate that may otherwise have been due for Referrals or Sales.
- 4.5 Should any of the suspensions listed in Clause 4 occur, Conectia will confirm in writing to the Affiliate within 5 working Days the reason for such suspension and the steps it requires the Affiliate to undertake to reverse such Suspension. Conectia may, at its sole discretion, determine that there are no valid steps to be undertaken and may serve notice of Termination on the Affiliate in accordance with Clause 9.
6. Obligations of Conectia
- 5.1 The Affiliate will give notice to Conectia in writing of its intent to use Sub-affiliates to generate Sales or Referrals on any given Programme. Conectia may, at its sole discretion, deny permission to the Affiliate to use sub-Affiliates on any given Programme. Conectia will have no obligation to pay the Affiliate Commission on any Referral or Sale that is generated for that Programme:
- 5.1.1 prior to such written notice being received; or,
- 5.1.2 after such permission is denied if Conectia determines, at its sole Discretion, that Sub-affiliates have been used to generate Referrals or Sales.
- 5.2 The Affiliate warrants that any Sub Affiliates that it uses will comply with the provisions of Clause 4 and that it will, upon written request by Conectia, provide documentary evidence to demonstrate that such Sub Affiliates:
- 5.2.1 are aware of their duties to the Affiliate in relation to Clause 4; and,
- 5.2.2 have made a written undertaking to comply with them.
7. Payment of Commission
- 6.1 Conectia makes no warranties as to the availability of the Myconectia Platform or the Services delivered therein. Conectia will make all reasonable efforts to that Services are available and that periods of disruption are kept to a minimum.
- 6.2 Conectia shall make available to the Affiliate via the MyConectia Platform a report (the “Draft Statement”) detailing the numbers of Referrals and Sales attributable to the Affiliate in the preceding calendar month. Conectia does not warrant that such reports will be made available on any specific date, but intends to make such reports available to the Affiliate on or around the 18th of each Month.
- 6.3 Conectia shall review any objections it receives in relations to Draft Statements in a timely manner, providing such objections are raised, in writing, within 7 days of such Draft Statements being made available. Objections raised or received after 7 days will not be reviewed and will have been deemed to have never been made or raised.
- 6.4 If, in Conectia’s sole discretion, it believes that any objection to the Draft statement has merit, Conectia will make an amendment to the Draft Statement. The nature, size and extent of any such amendment will be at Conectia’s sole discretion.
- 6.5 If, in Conectia’s sole discretion, it believes that any objection to the Draft statement is without merit, no amendment to the Draft Statement will occur.
- 6.6 If no objection to the Draft Statement has been received, or Conectia has made a final determination regarding any objection it has received, the Draft Statement shall be deemed to be the Definitive Statement (the “Definitive Statement”) and be used for the calculation of any Commissions.
- 6.7 Conectia shall pay the Affiliate based on the calculation derived from the Definitive Statement and according to rules as described in Clause 7.
8. Term of the Agreement
- 7.1 The Affiliate will receive Commission according to the conditions laid out in this Clause 7 (collectively the “Rules”):
- 7.1.1 The Affiliate has signed a Self-Billing Agreement;
- 7.1.2 Such Self-Billing Agreements contains the date range and commission being invoiced as well as the VAT which is due to customs and excise (if applicable);
- 7.1.3 Payment to the Affiliate will be in Pounds Sterling unless otherwise agreed in writing between the Parties;
- 7.1.4 The Affiliate is not in dispute with Conectia;
- 7.1.5 The Affiliate has not been served notice that it is in breach of the Agreement;
- 7.1.6 No Commission shall be paid if the sum total of all outstanding Commissions is less than £100;
- 7.1.7 All commission payments are made nett 30 days;
- 7.1.8 Chargeback will be applied to any Commission such that:
- 184.108.40.206 if Commission to which the Chargeback applies has yet to be paid, the Commission shall be reduced by the value of the Chargeback;
- 220.127.116.11 if Commission to which the Chargeback applies has already been paid, future Commissions shall be withheld until they equal or surpass the value Chargeback, at which time the Commission shall be reduced by the value of the Chargeback.
- 8.1 This agreement becomes binding upon both Parties immediately upon You indicating your acceptance of these terms by clicking on the relevant tick box on the Conectia website and will continue in force until Terminated as provided in Clause 10.
- 9.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information of the other party, except as permitted by clause 2.
- 9.2 Each party may disclose the other party's Confidential Information:
- 9.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of benefiting from the party’s rights and carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 7; and
- 9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 9.3 No party shall use any other party's Confidential Information for any purpose other than to benefit from its rights and perform its obligations under this Agreement.
- 9.4 All documents and other records (in whatever form) containing Confidential Information, supplied to or acquired by the other party shall be destroyed or returned promptly to that party on termination of this Agreement, as directed by the other Party, and no copies shall be kept.
11. Upon Termination
- 10.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
- 10.1.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
- 10.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- 10.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- 10.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- 10.1.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
- 10.1.6 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
- 10.1.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- 10.1.8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
- 10.1.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect 9.1.8 (inclusive);
- 10.1.10 The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- 10.2 Either party may terminate this Agreement for convenience on giving one calendar month notice in writing to the other party.
12. Indemnification and Limitation of Liability
- 11.1 Upon termination of this contract, the Affiliate must:
- 11.1.1 promptly return to Conectia, or at Conectia ‘s request destroy, any and all of its intellectual or proprietary property, information and materials in the Affiliate’s possession; and,
- 11.1.2 unless in receipt of written consent to the contrary from Conectia, remove all hypertext links to Conectia’s Website; and
- 11.1.3 unless in receipt of written consent to the contrary from Conectia remove any and all links to Conectia’s Web addresses from the Affiliate’s Website(s) and other material; and,
- 11.1.4 Stop representing itself as an Affiliate of Conectia;
- 11.2 Within 15 days of the Affiliate ceasing to generate Referrals or Sales, Conectia will produce a final Commission statement which it shall communicate to the Affiliate. If Conectia receives an objection to the final commission statement it shall determine, at its sole discretion, whether or not there is any merit in the objection and, at its sole discretion, may amend such statement. The nature, size and extent of any such amendment will be at Conectia’s sole discretion.
- 11.3 If no objection to the final Commission statement has been received, or Conectia has made a final determination regarding any objection it has received, and the statement indicates money is owed to the Affiliate, Conectia shall raise a final Self Billing Invoice and transfer the Commission within 30 days.
- 11.4 If no objection to the final Commission statement has been received, or Conectia has made a final determination regarding any objection it has received, and the statement indicates money is owed by the Affiliate to Conectia, Conectia shall issue an invoice to the Affiliate which the Affiliate will pay within 30 days.
- 12.1 Nothing in this Agreement shall limit or exclude either party's liability for:
- 12.1.1 death or personal injury caused by its negligence;
- 12.1.2 fraud or fraudulent misrepresentation; or
- 12.1.3 any other liability which cannot be limited or excluded by applicable law.
- 12.2 The Affiliate hereby agrees to indemnify, defend and hold harmless Conectia and its subsidiaries, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) in relation to:
- 12.2.1 any failure or breach of this Agreement by the Affiliate, its employees, agents or directors of any of its obligations herein;
- 12.2.2 any express or implied warranty, representation, confirmation, covenant, restriction or obligation made by the Affiliate herein;
- 12.2.3 any failure or breach of this Agreement by Sub-Affiliates of any of the Affiliates obligations herein.
- 12.3 The Affiliate hereby agrees to indemnify, defend and hold harmless all Merchants and their respective subsidiaries, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) in relation to:
- 12.3.1 any failure or breach of this Agreement by the Affiliate, its employees, agents or directors of any of its obligations herein;
- 12.3.2 any express or implied warranty, representation, confirmation, covenant, restriction or obligation made by the Affiliate herein;
- 12.3.3 any failure or breach of this Agreement by Sub-Affiliates of any of the Affiliates obligations herein.
- 12.4 Conectia makes no warranty that the MyConectia Platform or the Services and Programes provided therein will be available without interruption or technical malfunction. In no event will Conectia be liable for any direct, incidental or consequential losses arising from unavailability of the MyConectia Platform or the Services and Programmes therein.
- 12.5 Conectia will in no event be liable for any indirect, incidental, consequential, special or exemplary damages, including but not limited to, loss of revenues, profits, data or business opportunities, even if circumstances leading to such damages could be foreseen and whether or not Conectia has been made aware of the possibility thereof.
- 12.6 Subject to Clause 11.1, Conectia’s cumulative liability to the Affiliate from all causes under or in connection to this Agreement, including contract and tort, shall be limited to the lesser of the total amount paid in commission to the Affiliate in the six months immediately preceding any such claim, or £10,000 (Ten Thousand Pounds).
14. Force majeure
- 13.1 Neither party shall, without the prior written consent of the other party, at any time during the term of this Agreement and for 12 months after the termination or expiry of this Agreement, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the other party in connection with the arrangement contemplated by this Agreement.
- 13.2 The parties also agree that no effort shall be made to circumvent the terms of this Agreement in an attempt to gain commissions, fees, remunerations, or considerations that would otherwise accrue to the benefit of the parties in a manner that would or may exclude, reduce, or otherwise negatively impact benefits to the other party. Furthermore, both parties shall refrain from soliciting business and contracts from sources which have been made available/known to them exclusively by means of this Agreement, without the express permission of the other party, for a period of one (1) year following the termination of this Agreement. This restriction shall not apply to any individual or entity which such party can document that it and/or its staff has a prior relationship with.
15. Competition and Exclusivity
- 14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 21 days, the party not affected may terminate this Agreement by giving 7 days' written notice to the affected party.
16. No partnership or agency
- 15.1 Nothing in this agreement shall be construed as an exclusive relationship between the Parties or a commitment to provide Services, Referrals or Sales on an exclusive basis save as may be detailed from time to time for specific Programmes. Any such exclusivity shall only apply to those Programmes and only last for as long as the Affiliate is participating in such a Programme.
17. Variation and Modification
- 16.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- 16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18. Assignment and other dealings
- 17.1 Conectia may modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by notifying the Affiliate in writing or by e-mail or by posting them up on the Conectia Website. Any such amendments will be deemed to come into force 48 hours after such notification.
- 18.1 This Agreement is personal to the Affiliate and the Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party.
- 18.2 Conectia may at any time assign, novate, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that Conectia gives prior written notice of such dealing to the Affiliate.
- 19.1 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 that or any other right or remedy, nor shall it 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.
21. Third party rights
- 20.1 If any provision or part-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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
22. Governing law
- 21.1 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
- 22.1 This 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 law of England and Wales.
- 23.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).