Partner Terms & Conditions

Academy+ Education Affiliate Marketing Terms and Conditions

 

Parties:

Academy+ Education: Academy+ Education Limited incorporated and registered in England and Wales with company number 08761384 whose registered office is at 6 Corunna Court, Warwick, CV34 5HQ

and

Affiliate: the operator of the Affiliate Website for the purpose of marketing its products and services to its users

Background:

1. Academy+ Education operates the Academy+ Education Website for the purpose of marketing its products and services to users.
2. The Affiliate operates the Affiliate Website for the purpose of marketing its products and services to users.
3. Academy+ Education operates the Academy+ Education affiliate network and the Affiliate wishes to become a member of the Academy+ Education affiliate network on the terms and conditions of this agreement so that a user of the Affiliate Website clicking directly through from the Affiliate Web Link Pages to the Academy+ Education Website will land on the Welcome Page.

 

• Interpretation

 

The definitions and rules of interpretation in this clause apply in these terms.

Affiliate Web Link Pages: the web pages of the Affiliate Website (including the Co-Branded Pages) that provide a hyperlink directly to the Welcome Page or other pages of Academy+ Education Website.

Affiliate Website: Affiliate's website.

Application: Affiliate’s application to become a member of the Academy+ Education affiliate network through Awin.

Awin: the affiliate marketing platform Awin with website at https://www.awin.com/gb 

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Co-Branded Pages: the web pages of Affiliate Website that Affiliate is to develop and maintain and that will include branding of Academy+ Education and the Affiliate. 

Commission Rate: in respect of each Transaction, a rate of 10% of Net Revenue.

Academy+ Education Programme Manager: the member of Academy+ Education's personnel who looks after Academy+ Education's Affiliate Programme as notified by Academy+ Education to the Affiliate from time to time.

Academy+ Education Trade Mark Guidelines: the written guidelines for use of Academy+ Education's trade mark, logo and branding from time to time.

Academy+ Education User: a user who has clicked through to Academy+ Education Website from the Affiliate Web Link Pages.

Academy+ Education Website: Academy+ Education's website at any time and from time to time, currently called Academy+ Education Homepage and at https://be-a.co.uk/ and including all databases, software, domain names, infrastructure, products and services that Academy+ Education markets for use by individual users to shop for Academy+ Education's products and services. Academy+ Education Website includes all future versions and replacements of, and successors to, the site.

Effective Date: has the meaning given in clause 2.2.

Net Revenue: in respect of each Transaction, the gross revenue received by Academy+ Education for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by Academy+ Education to any third party (other than the Affiliate) in relation to that Transaction.

Transaction: a purchase of any products or services offered for sale on Academy+ Education Website by a Academy+ Education User who has clicked through directly to Academy+ Education Website from the Affiliate Web Link Pages where that purchase is completed during a single browser session.

VAT: Value added tax. 

Welcome Page: the web page that a Academy+ Education User lands on when clicking through to Academy+ Education Website from the Affiliate Web Link Pages.

1. Clause, Schedule and paragraph headings shall not affect the interpretation of these terms.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
7. A reference to writing or written includes email.
8. References to clauses and Schedules are to the clauses and Schedules of these terms and references to paragraphs are to paragraphs of the relevant Schedule.
9. 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. 

 

• Basis of Contract

 

1. The Application constitutes an offer by the Affiliate to become a member of Academy+ Education affiliate network in accordance with these terms and conditions. 
2. The Application shall only be deemed to be accepted when Academy+ Education issues an acceptance of the Application, at which point the Contract shall come into existence (Effective Date).

 

• Academy+ Education's obligations

 

1. Academy+ Education shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate Web Link Pages to the Welcome Page.
2. Academy+ Education shall be responsible for developing, operating and maintaining the Academy+ Education Website.
3. Academy+ Education shall provide to Academy+ Education Users clicking through directly from the Affiliate Web Link Pages access to and use of Academy+ Education Website in accordance with Academy+ Education's standards terms of use and other terms and conditions, policies and procedures from time to time.
4. Academy+ Education may at any time or times without notice to Affiliate: 
1. change the name of Academy+ Education Website; 
2. change Academy+ Education Trade Mark Guidelines; and
3. target Academy+ Education Website at potential customers in such additional country or countries as it chooses, provided it maintains that part of Academy+ Education Website that is directed at the UK. 
5. These terms are non-exclusive and does not prevent or restrict Academy+ Education from entering into similar or different agreements with third parties. Academy+ Education makes no representation that the terms of these terms are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party. 

 

• Affiliate's obligations

 

1. The Affiliate shall use all reasonable commercial efforts to market and promote Academy+ Education Website and the products and services available for sale on it so as to generate the maximum number of Transactions. 
2. The Affiliate undertakes promptly, and in any event within 14 days after the Effective Date, to submit to Academy+ Education Programme Manager for approval by Academy+ Education before publication on the Affiliate Website:
1. the initial version of the Affiliate Web Link Pages and Co-Branded Web Pages;
2. any change to the Affiliate Web Link Pages and Co-Branded Web Pages since the most recent version provided to Academy+ Education;
3. the template designs for the Affiliate Web Link Pages and Co-Branded Web Pages;
4. the first set of Affiliate Web Link Pages and Co-Branded Web Pages; and
5. any change to any of the template designs for, or to any of, the Affiliate Web Link Pages or Co-Branded Web Pages since the versions last submitted to Academy+ Education.
3. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and Co-Branded Landing Pages and for all materials that appear on both of them. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:
1. the proper functioning and maintenance of all hyperlinks to Academy+ Education Website; and
2. compliance with Academy+ Education Trade Mark Guidelines.
4. The Affiliate shall submit to Academy+ Education for prior approval any proposed use of any Academy+ Education trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. Academy+ Education shall review the proposed use within a reasonable time and shall not unreasonably refuse or delay approval.
5. The Affiliate shall provide Academy+ Education with:
1. all co-operation in relation to these terms; and
2. all access to such information as may be required by Academy+ Education,

as is necessary for the proper performance of Academy+ Education's obligations under these terms.

1. The Affiliate acknowledges and agrees that it has no authority to legally bind Academy+ Education in relation to Academy+ Education Users, other users or anyone else and that it has not been appointed and is not the agent of Academy+ Education for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about Academy+ Education, Academy+ Education Website or any of the products or services available to be bought on Academy+ Education Website.
2. The Affiliate shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under these terms and to its business.
3. In the event of any delays in the Affiliate's provision of assistance as agreed by the parties, Academy+ Education may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

 

• Charges 

 

1. Academy+ Education will pay the Affiliate at the Commission Rate. 
2. Commission is payable on a receipts, not accruals, basis so if Academy+ Education receives no revenue on any Transaction, no commission is payable.
3. Affiliate acknowledges and agrees that no payments are due to it under these terms otherwise than as expressly set out in these terms. 
4. All sums payable under these terms are exclusive of VAT and if VAT is chargeable it shall be paid in addition. 
5. The Affiliate shall notify Academy+ Education of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under these terms. 
6. The parties agree that in accordance with Awin’s terms and conditions Academy+ Education shall pay the amounts due to Affiliate by payment to Awin. Affiliate shall have no direct claim against Academy+ Education in respect of amounts due under this agreement.

 

• Proprietary rights

 

1. The Affiliate acknowledges and agrees that Academy+ Education and its licensors own all intellectual property rights in Academy+ Education Website and all Academy+ Education's products and services. Except as expressly stated herein, these terms does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Academy+ Education. All such rights are reserved to Academy+ Education. 

 

• Confidentiality

 

1. Each party undertakes that it shall not at any time during these terms, and for a period of five years after termination of these terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2. 
2. Each party may disclose the other party's confidential information:
1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 6; and 
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. This 6 shall survive termination of these terms, however arising.

 

• Data protection

 

1. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

 

• Indemnity

 

1. The Affiliate shall indemnify Academy+ Education against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Academy+ Education arising out of or in connection with the Affiliate's website or the marketing or sale of products or services on the Affiliate’s website.

 

• Limitation of liability

 

1. This clause 10 sets out the entire financial liability of Academy+ Education (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate: 

1. arising under or in connection with these terms; and
2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these terms.

1. Except as expressly and specifically provided in these terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms. 
2. Nothing in these terms excludes the liability of Academy+ Education: 
1. for death or personal injury caused by Academy+ Education's negligence; or
2. for fraud or fraudulent misrepresentation. 
3. Subject to clause 10.3:
1. Academy+ Education shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these terms; and
2. Academy+ Education's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the amount paid under these terms by Academy+ Education to the Affiliate during the 6 months preceding the date on which the claim arose.

 

• Duration and termination

 

1. These terms shall commence on the Effective Date and shall continue until terminated as provided in this clause 11. 
2. Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 7 days' written notice to the other party.
3. Academy+ Education may terminate these terms on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. Academy+ Education will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.
4. Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if: 
1. the other party commits a material breach of any term of these terms and (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
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 any of its creditors other than (being a company) 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;
4. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
5. 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 (being a company) 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; 
6. 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 (being a company, partnership or limited liability partnership);
7. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
8. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party
9. 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. 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 equivalent or similar to any of the events mentioned in 11.4(b) to 11.4(i)(inclusive).
11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
12. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these terms are in jeopardy; or
13. there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.

 

• Consequences of termination

 

1. On termination of these terms for any reason: 
1. all licences and benefits granted under these terms shall immediately terminate; 
2. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

• Force majeure

 

Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate these terms by giving 30 days' written notice to the affected party.

 

• Waiver

 

No failure or delay by a party to exercise any right or remedy provided under these terms 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.

 

• Rights and remedies

 

The rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

 

• Severance

 

1. If any provision or part-provision of these terms are 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 these terms.
2. If any provision or part-provision of these terms are invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

• Entire agreement

 

1. These terms constitute 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.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
3. Nothing in this clause shall limit or exclude any liability for fraud.

 

• Assignment and other dealings

 

1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms without the prior written consent of Academy+ Education.
2. Academy+ Education may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms. 

 

• No partnership or agency

 

Nothing in these terms 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 

 

• Variation

 

No variation of these terms shall be effective unless it is in writing and signed by Academy+ Education. 

 

• Third party rights

 

A person who is not a party to these terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

 

• Notices

 

1. Any notice given to a party under or in connection with these terms shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 
2. sent by email to the most recent email address notified to the other party.
2. Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
4. A notice given under these terms is not valid if sent by fax.

 

• Governing law

 

These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

 

• Jurisdiction

 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.

1. Academy+ Education Trade Mark Guidelines