Taxcafe Affiliate Programme
Affiliate Programme Agreement
Welcome to Taxcafe UK Ltd's Affiliate Programme. This Affiliate Programme Agreement (hereinafter the "Agreement") contains the terms and conditions that apply to participants in the Taxcafe UK Limited Affiliate Programme (hereinafter the "Programme"). In this Agreement, "Taxcafe UK Ltd", "we", "us" and "our" means Taxcafe UK Ltd, a company incorporated in the United Kingdom with registered number SC226622 and having its registered office at 4 Polwarth Gardens, Edinburgh, EH11 1LW, Scotland, United Kingdom and "Affiliate", "you" and "your" means the person or organisation that is applying to become a participant in the Programme and who accepts this Agreement or on behalf of which this Agreement is accepted (as the case may be). "Tax Bookshop" means the customized web pages to be made available by us to you pursuant to this Agreement through which visitors to your website can buy Taxcafe books from us.
1. Joining the Taxcafe Affiliate Programme
You need to submit a completed affiliate programme application via our website. We will evaluate your application to become an Affiliate and let you know if it has been accepted or rejected. We may reject your application if we decide, at our sole discretion, that your website is unsuitable.
If we accept your application and your website is later determined, at our sole discretion, to be unsuitable, we may terminate this Agreement forthwith on giving notice to you.
2. Links on Your Site
We will provide you with customized text links to enable you to link your website to your Tax Bookshop. To ensure accurate sales tracking, you must ensure that each link between your website and your Tax Bookshop uses these customized text links, containing your affiliate identifier number.
You will earn commission only with respect to sales that take place in your Tax Bookshop. We will not be liable to you with respect to any failure by you to use the correct customized text links.
For the avoidance of any doubt all products (eg tax guides) purchased via this tax portal which is powered by taxcafe are purchased from Taxcafe UK Limited unless expressly stated to the contrary.
4. Order Processing
We will process orders placed in your Tax Bookshop. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of processing orders including processing payments, cancellations and returns and handling customer service.
5. Referral Fees
We will pay you commissions on products sold to third parties through your Tax Bookshop. For a product sale to generate a commission, the customer must follow a customized link from your site to your Tax Bookshop and then purchase a product.
You may not purchase products through your Tax Bookshop for your own use, for resale or commercial use of any kind. Such purchases may result, at our sole discretion, in the withholding of referral fees and/or the termination of this Agreement.
We agree to pay you at least 30% of the price of any books or other products sold, excluding VAT, any other tax or duty and excluding any postage and packing.
6. Fee Payment
We will pay you all fee referral commissions on a quarterly basis, by cheque through the post.
To make matters simple Taxcafe UK Ltd operates a system of self-billing. This means we prepare your invoice and forward a copy to you with your commission payment.
A self-billed invoice can only be issued under an agreement with you, the Affiliate, and Taxcafe UK Ltd.
By ticking the "I Accept" box on your affiliate application form you agree to us operating a system of self-billing for the duration of this Agreement.
- You must not raise your own invoices - we will do this for you.
- You must notify Taxcafe UK Ltd if you become VAT registered, cease to be VAT registered, transfer your business as a going concern or become registered under another VAT number.
- We will send you self-billed invoices showing your name, address and VAT registration number, where applicable, together with all the other details that make up a full VAT invoice.
We reserve the right to off-set any payments due to us from you against any payments that we are due to make to you pursuant to this Agreement.
7. Policies and Pricing
Customers who buy products through your Tax Bookshop will be customers of Taxcafe UK Ltd and the Taxcafe.co.uk website. Accordingly, all Taxcafe.co.uk website rules, policies and operating procedures concerning customer orders, customer service and product sales apply to those customers. We may change our policies and operating procedures at any time without any requirement to notify you.
For the avoidance of doubt we shall not be liable to you for any claims made by customers in connection with the content of products (including without limitation tax guides) that we sell to customers via your Tax Bookshop. Accordingly we suggest that you make it clear in your website terms and conditions on your website that any products purchased via your Tax Bookshop are purchased from Taxcafe UK Ltd and not from you. The Tax Bookshop shall also make it clear in its own website terms and conditions, that products are being purchased via your Tax Bookshop from Taxcafe UK Ltd.
8. Chargebacks, Returns and Cancellations
In the event of a chargeback occurring in respect of any products purchased from your Tax Bookshop (eg in the event of fraudulent use of a credit card, product returns, duplicate errors or non bona fide transactions), we shall always bear the risk on the price of the Products sold but you shall, unless we agree otherwise (at our sole discretion), be liable to us for any chargeback fee that we are charged in connection with any such sales that result in a chargeback. In all cases of a chargeback occurring, the relevant referral fee will be deducted from the payment sent to you. In the event that your account with us at any time shows a negative balance then you shall immediately remit to us such amount that is sufficient to bring your account with us to a zero balance.
9. Promotional Methods
Acceptable ways to promote our products are through banners, text links, graphics and articles.
You represent and warrant to us that you shall not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the Data Protection Act 1998 (or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communications from time to time.
You shall use reasonable efforts to prevent any transactions via your Tax Bookshop to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames.
You agree that you shall not (either by yourself or with others) participate in any illegal deceptive misleading or unethical practice or other practices which may be detrimental to Taxcafe UK Ltd (as a result of being associated with you as part of the Programme) or the public interest or otherwise do anything or allow anything to be done which might adversely affect the good name and reputation of Taxcafe UK Ltd.
10. User Name & Passwords
When your application to become an Affiliate is approved by Taxcafe UK Ltd, we shall supply you with a password and username. These passwords and usernames (as amended from time to time) must be kept secret, safe and secure by you. In the event of any unauthorised use of the password or username or otherwise of your Tax Bookshop, then you must notify us as soon as you become aware of the same.
11. Website interruptions
Although Taxcafe UK Ltd will make reasonable efforts to keep your Tax Bookshop operational, we cannot however guarantee that your Tax Bookshop will always be operational and in use during the term of this Agreement. From time to time we may experience technical problems or have to perform technical updates, repairs and changes which may result in temporary service interruptions. You agree not to hold Taxcafe UK Ltd liable for the consequences of any such interruptions.
In addition, we make no representation that the operation of our website will be error-free or uninterrupted and we shall not be liable to you for the consequences of any such errors or interruptions (however so caused).
12. Intellectual Property Rights
You recognize our ownership of all trademarks, trade names and patents associated with these services and the provision to you of your Tax Bookshop. You shall not obtain any rights under this Agreement in any intellectual property rights, including, without limitation, any intellectual property rights with respect to the customized links, graphical artwork or underlying software that we supply you with or with respect to the taxcafebooks.co.uk or taxcafe.co.uk domain names. You agree not to (i) adopt or use in any manner any trademarks, service marks, tradenames, domain names and/or URLs that are the same or confusingly similar to, or are combined with, those of Taxcafe UK Limited (including without limitation our "Tax Café", "Taxcafe" or "Tax Bookshop" trade marks) or (ii) challenge the ownership of any of the intellectual property rights of Taxcafe UK Ltd.
You authorize Taxcafe UK Ltd to utilize your trademarks, service marks, tradenames, and/or copyrighted material for the limited purposes of setting up your Tax Bookshop and otherwise promoting your participation in the Programme.
We grant you a limited non-exclusive, non-transferrable and revocable right to use the graphic images that comprise your Tax Bookshop, solely for the purpose of identifying your site as a participant and to assist the bona fide promotion of the sale of products in your Tax Bookshop (in accordance with the terms of Section 8) .
You may not modify the graphic images and text in any way. You also may not utilise any of the text that comprises your Tax Bookshop on your own website or text from the main Taxcafe.co.uk website. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke these rights at any time by giving you notice in writing or by email.
13. Identifying yourself as an Affiliate
You may not in any manner misrepresent or embellish the relationship between Taxcafe UK Ltd and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this agreement.
You shall indemnify us against any claims, losses, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) awarded against or properly and reasonably incurred or paid to us in relation to any breach by you of the terms of this Agreement.
15. Term of the Agreement & Termination
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination by either email or in writing. You are only eligible to earn referral fees on sales occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and to cover the risk of any chargebacks. Upon termination of this Agreement, you must immediately cease use of, and remove from your website, all links to your Tax Bookshop and all Taxcafe UK Ltd trademarks, trade names and logos.
We shall be entitled to immediately terminate this Agreement in the event of any breach by you, where we shall give you notice in writing or by email. Any outstanding sums not paid to you up to this point shall remain property of Taxcafe UK Ltd and you shall forfeit all rights to claim for such amounts.
Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (including without limitation Sections 7, 13, 18 & 19) shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and programme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
17. Relationship of Parties
You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations, guarantees or warranties on our behalf, including with respect to our products or services. You will not make any statement or representation, whether on your website or otherwise, that reasonably would contradict anything in this Agreement.
We make no warranties, representations or conditions with respect to our Affiliate Programme.
If you are an organisation, you represent and warrant to us that the person executing this Agreement is authorised to do so on your behalf.
If you are an individual, you represent and warrant to us that you were at least 18 years of age on the date that you accepted this Agreement.
Regardless of whether you are an individual or organisation, you represent and warrant that (i) you have, and shall continue to have for the duration of this Agreement as is necessary for the proper performance of your obligations under this Agreement, full capacity and authority and all necessary governmental, administrative and regulatory authorisations, licences, permits and consents to enter into and to perform this Agreement and (ii) that all information provided to us in connection with your application to become an Affiliate is true and accurate.
19. Limitation of Liability
We will not be liable for loss of business, profits, revenue or data, loss of goodwill, increased costs of working or any indirect, special, or consequential damages arising in connection with this Agreement or the Programme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Programme will not exceed 125% of the total referral fees paid or payable to you under this Agreement at the time that the event giving rise to the liability arises.
Notwithstanding the previous paragraph, nothing in this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees, agents or authorised representatives, or any liability which may not be excluded or limited under the applicable law.
To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Programme or any Products sold through the Programme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded.
21. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of Scotland and the Scottish Courts shall have non-exclusive jurisdiction in connection with any disputes that arise between you and us. You may not assign or novate or otherwise dispose of this Agreement, by operation of law or otherwise. We shall be entitled to assign or novate this Agreement without your consent. We shall be entitled to sub-contract our obligations and responsibilities under this Agreement to any third party without your consent. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Notwithstanding any other provision in this Agreement, nothing in this Agreement is intended to confer on any third party any right to enforce any terms of this Agreement (save for any assignee of ours).