“Affiliate”
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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;
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“Affiliate Media”
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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;
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“Chargeback”
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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 7.1.8;
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“Commission”
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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;
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“Conectia Website”
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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;
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"Confidential Information"
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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 opportunities of the disclosing party; and
b).the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing party;
i) any information, findings, data or analysis derived from Confidential Information; and
ii) any other information that is identified as being of a confidential or proprietary nature;
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“Customer”
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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;
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“Data Protection Legislation”
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means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;
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“E-mail Promotion”
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means the distribution of content by e-mail for the purpose of generating Sales & Referrals in relation to Programmes available on the MyConectia Platform;
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“Group Company/ies"
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shall mean for the purposes of clause 18.3, Inchora Limited and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Inchora Limited;
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“Intellectual Property”
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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;
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“Merchant”
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means a person, partnership, company or other entity supplying goods, products and services via the MyConectia Platform;
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“MyConectia Platform”
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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;
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“Programme”
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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;
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“Referral”
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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;
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“Sale”
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means a sale of goods, products or services from a merchant to a customer and which may or may not be subject to Commission;
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“Self-Billing Agreement”
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means the signed agreement between the Affiliate and Conectia which allows Conectia to raise self-billing invoices for the Commission due to the Affiliate;
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“Service”
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means the provision of MyConectia technology to the Affiliate and comprises technological and commercial relationships between Affiliates, Merchants and the Myconectia Platform;
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“Sub Affiliate”
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means a third party that the Affiliate brokers out the responsibility to generate Referrals or Sales on its behalf;
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“UK Data Protection Legislation”
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any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation;
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“User”
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means any person that views or interacts with the Affiliate Media;
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“Working Day”
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means a day (other than a Saturday, Sunday or public holiday and the Conectia office shut-down period between Boxing Day and New Year’s Day) when banks in London are open for business.
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