Affiliate Terms & Conditions
SpaChem Limited Ltd reserves the right to amend and update these Terms and Conditions at any time giving notice of when changed terms are posted on the SpaChem Limited website via the Affiliate Terms & Conditions or in an email/newsletter.
1. Commencement and Termination.
This Agreement shall come into force upon your acceptance as an Affiliate and shall remain in effect until terminated.
The Affiliate is entitled to terminate this Agreement with immediate effect at any time. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites and, for the avoidance of doubt; the Affiliate shall not be entitled to receive any Commission on any Referrals made after the termination date.
SpaChem Limited is entitled to terminate this Agreement and/or suspend the Affiliate from SpaChem Limited service or from a certain SpaChem Limited Affiliate Program at any time, giving reasonable notice where possible.
The Merchant is entitled to terminate and/or suspend the Affiliate from their Program at any time, giving reasonable notice where possible. In the event of Affiliate fraud or suspected criminal activity the Merchant is entitled to terminate and/or suspend the Affiliate from their Program without any notice.
The Affiliate shall acquire no rights following the termination of this Agreement to use Intellectual Property Rights of SpaChem Limited or the SpaChem Limited including domain names or any text, or images, banners or any other works created by or for SpaChem Limited or the SpaChem website.
2.1 Payment Models
SpaChem Limited will make payments to all affiliates under the following model:-
a) Standard Model (Default)
SpaChem Limited undertakes to make payments to affiliates on this payment model 4 weeks after the end of the month in which they have made a sale that would result in being paid. Once a payment has been made SpaChem Limited undertakes to process a BACS payment within five days.
Payment is only made to Affiliates in the UK that have a minimum balance of £25 (twenty-five pounds) in their account or joint accounts. All Affiliates outside of the UK have to reach a minimum balance of £50 (fifty pounds) in their account or joint accounts before payment is made. Affiliates who do not meet the minimum balance requirements will not be eligible for payment until it has been reached. Furthermore, any account that has had no activity (clicks, sales etc.) for a period of 6 calendar months will be deemed to be abandoned and SpaChem Limited will apply a variable account closing charge up to the maximum of £25. The charge will never be greater than the balance in the account.
Affiliates will receive payment for any action that is payable as set out by each individual Merchant.
Affiliate payments will only be made when funds are in place from the Merchant. SpaChem Limited will endeavour to collect funds from the Merchant and then pay the Affiliates on the Merchant's behalf.
In the event of a system problem at the Merchant site that you have not had prior warning about it will be up to the sole discretion of SpaChem Limited after having discussed the matter with the Merchant as to what compensation if any is to be paid. No compensation will be made for clicks or sales from the time SpaChem Limited has made due notice of the problem in it's Affiliate Terms & Conditions and/or via Email.
SpaChem Limited will provide the Affiliate with a detailed real time reporting system showing commission that is pending, approved or void. The Affiliate agrees to regularly check his reports to ensure that the commission shown is correct. SpaChem Limited accept no responsibility for any errors or omissions and their consequential implications which are not notified to us in writing within a 4 week period. This four week period begins on the day that the sale/action which generates the commission took place. The exception to this is where the affiliate program operates on a batch reporting system and not in real time. Where that is the case, the four week period begins when the batch report which includes the day that the sale/action generating the commission took place is uploaded by SpaChem Limited. While SpaChem Limited will do everything we can to correct any errors or omissions which may occur, we will not be liable for any of these which are not brought to our attention within the 4 week period as detailed above.
The majority of Merchant Programs via SpaChem Limited operate on an 'in funds' basis. This means that the Merchant provides funds in advance 'up front' to finance Affiliate commission. In order to allow certain SpaChem Limited and Agencies to work with SpaChem Limited, this may from time to time require working on an 'invoice after action' basis. Programs that are not 'in funds' will be clearly indicated, and as such, it will be for the Affiliates to decide if the Merchant is worth taking the risk to promote or to continue promote during any period that the Merchant may not be in funds. SpaChem Limited is not liable to Affiliates for any loss of income due to SpaChem Limited who are not 'in funds' and subsequently don't pay any invoices due.
In the event of any Affiliate fraud, all transactions in the Affiliates account will be reversed. In addition SpaChem Limited or the SpaChem Limited affected may recover any payments made before fraud has been detected. We also reserve the right to take legal or criminal action against the companies and individuals involved.
In the event of suspected fraud, payment to an Affiliate's account will be stopped and the Affiliate will be asked to provide additional information as to how they have been promoting the SpaChem Limited to ascertain where any rules or program terms may have been broken. Failure to comply will result in monies being withheld and the Affiliate's account being terminated.
SpaChem Limited require that all Affiliates supply an invoice before payment will be made. This must be done online via our control area. All invoices must include full legal trading details including VAT number where appropriate. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between SpaChem Limited and the Affiliate.
Any Affiliate outside of the United Kingdom to whom we pay regular or one off large sums of money may be asked to provide information in compliance with Money Laundering Regulations. Failure to comply will result in monies being withheld.
The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to him/her by SpaChem Limited.
For each Advertiser whose Program You have been accepted to, SpaChem Limited grants to You a revocable, non-transferable, royalty free, international sublicense to display and Link to the Advertiser's Web site or Web site content, and all trademarks, service marks, trade names, and/or copyrighted material ("Content"), from each of Your Web Sites and/or subscription e-mail for the limited purposes of Promoting the Advertiser's Program and subject to the terms and conditions of this Agreement. The foregoing rights are sub-licensable by You to Your Sub-Publishers only if authorised by an Advertiser on its Information page or by written permission. Your/Your Sub-Publisher's sub-license is conditioned upon You/Your Sub-Publishers'(as the case may be): (a) not otherwise copying nor modifying, in any way, any icons, buttons, banners, graphics files or Content that is made available to You through the Network Service pursuant to the such sublicense; and (b) not removing or altering any copyright or trademark notices.
You grant to SpaChem Limited a revocable, non-transferable, royalty free, international license to display on and distribute from SpaChem Limited Website Content that You provide to SpaChem Limited through the Network Service for the limited purposes of promoting You to Advertisers, subject to the terms and conditions of this Agreement and the Advertiser's Advertiser Service Agreement. The right to display such Content sub-licensable by SpaChem Limited to Your Advertisers, for the limited purpose of advertising that You are a member of Advertiser's Program. Your Advertisers may not distribute and/or sublicense Your Content unless authorized by Your written permission. SpaChem Limited and sub-licensees shall not otherwise copy nor modify, in any way, any Content that You have made available through the Network Service pursuant to the foregoing license. SpaChem Limited and the sub-licensees may not remove or alter any copyright or trademark notices.
The Affiliate shall keep SpaChem Limited indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate's website or any incorrect information given to SpaChem Limited by the Affiliate. The Affiliate shall also compensate SpaChem Limited for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of SpaChem Limited service and technical problems or loss of data caused by the Affiliate on SpaChem Limited website or on any website to which the Affiliate is linked by SpaChem Limited.
5. Liability - System failure, viruses, damages, downtime.
SpaChem Limited shall not be liable to the Affiliate for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components, loss of profits, contracts, loss of reputation, loss caused by any third party deleting, removing, deactivating or tampering with the Affiliate Tracking Service or other indirect or consequential loss whether arising from negligence, breach of contract or whatsoever.
6. Liability Limits.
SPACHEM LIMITED TOTAL LIABILITY TO THE AFFILIATE INCLUDING IN CONTRACT AND TORT (INCLUDING THE TORT OF NEGLIGENCE) SHALL NOT EXCEED £100.00 (ONE HUNDRED POUNDS).
SpaChem Limited cannot guarantee or warrant the performance of SpaChem Limited service or the links to any linked websites. SpaChem Limited shall not be liable for any error in the implementation of the links on the Affiliate's website or for the specified function of the links.
7. Legal Content and Approval.
The Affiliate is solely responsible for his/her website and all its contents and shall ensure that they conform at all times to all applicable laws and regulations. If the Affiliate is based outside of the United Kingdom then they must also undertake to ensure their website is compliant with the laws of the United Kingdom.
The Affiliate shall not use his/her links with any website/service that is not registered with or notified SpaChem Limited. From time to time SpaChem Limited will limit the use of their program to certain websites, if an Affiliate has only been approved for certain websites/services then the affiliate must not use these links on un-approved websites/services.
Affiliates agree to comply and abide by any additional terms or restrictions added by the SpaChem Limited via the Affiliate Terms & Conditions. Updates or changes to these terms or restrictions will be notified by SpaChem Limited via the Affiliate Terms & Conditions and/or in an email/newsletter.
8. Artificial Traffic.
The Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
The Affiliate should not use any means of artificial traffic to gain sales commission, this includes the use of software or products that alter fellow Affiliates link codes or intercept click through traffic from the affiliate to the merchant's site.
The Affiliate may not use links to SpaChem Limited via SpaChem Limited in software programs without first submitting a full copy of the software for review by SpaChem Limited - Technical Department. If a program is accepted to promote SpaChem Limited via SpaChem Limited you must also notify SpaChem Limited of any major changes to the way the program is used. Programs that may not be acceptable include any program that perform functions such as reporting back user activity, displaying adverts over or on sites that belong our SpaChem Limited or competitors of our SpaChem Limited, and programs that interfere with other Affiliates websites in any fashion. If you are in any doubt please contact us so we may audit your program before you join SpaChem Limited. Any Affiliates using programs to promote SpaChem Limited at SpaChem Limited should be aware that they could be removed from any or all SpaChem Limited, not excluding SpaChem Limited fully, without notice.
9. Copyright / Intellectual Property.
SpaChem Limited owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.
10. Affiliates Information e.g. email, performance statistics.
The Affiliate consents to the publication of the Affiliate's name and web address etc on the SpaChem Limited website and to SpaChem Limited sending newsletters etc to the Affiliate's e-mail address and using the information given by the Affiliate for marketing purposes. The Affiliate confirms that in order to enable SpaChem Limited to improve and/or to promote or market the service, SpaChem Limited may produce statistics or summaries relating to the use of the service.
SpaChem Limited may contact the Affiliate by email, telephone or post for feedback relating to the service including any ways in which it might be improved both for the network and for the individual Affiliate.
11. Legal Age.
The Affiliate confirms to SpaChem Limited that the Affiliate is not a private individual less than 18 years of age. If you are under 18 years old and would like to become an affiliate, you must get a parent or guardian to sign-up on your behalf.
12. Applicable Law.
SpaChem Limited shall not be liable for the legality of SpaChem Limited service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to SpaChem Limited service from a country other than the United Kingdom or if the Affiliate's website is on a server in a country other than the United Kingdom.
This Agreement is subject to the laws of Scotland and shall be subject to the non-exclusive jurisdiction of the Scottish courts.
If any dispute arises out of this Agreement the Parties will attempt to settle it by a mediation procedure as the parties may agree in writing.