AFFILIATE PROGRAMME TERMS AND CONDITIONS

1. Introduction

1.1 These terms and conditions (Terms) are entered into between Kirmada Ltd, a company registered in England and Wales with company number 12457948 with registered business address Suite 8 Fairfax House Cromwell Business Park, Banbury Road, Chipping Norton, England, OX7 5SR (we, us or our) and you (being the person who signs up to our affiliate programme via the Reditus platform (Reditus Platform)).  

1.2 You accept these Terms by confirming, via the Reditus Platform, your acceptance of these Terms.

1.3 These Terms apply to our offer to provide you with commission if you refer companies to sign up to our productivity software (Software), in accordance with the process set out in these Terms, that meet the eligibility criteria below (Offer).

2. Affiliate Process

2.1 To become an affiliate, you will need to sign up to our affiliate programme via the Reditus Platform and create an account with them. You acknowledge and agree that you will be subject to the Reditus terms and conditions by signing up with the Reditus Platform.

2.2 Once you have signed up to our affiliate program, you will be issued with a unique link that you can provide to prospective customers (each a Referral), which tracks whether they sign up to our Software on our website, kirmada.com.

3. Eligibility Criteria

3.1 As part of the Offer, you are eligible to receive a percentage (as set out on the sign up page of our affiliate programme) of each Referral’s recurring subscription fee for the Software for the duration of their contract with us (Commission) where a Referral enters into a contract with us for the Software in accordance with the eligibility criteria listed below at clause 3.2.

3.2 In order for you to qualify to receive the Commission, your Referral must:

(a) enter into a contract with us for the Software after clicking on your unique affiliate link (and not click on another affiliate’s unique link between clicking on yours and purchasing Software from us);

(b) not already be in negotiations with us in relation to purchasing the Software; and

(c) enter into a contract with us for the Software within 90 days of clicking the link that you shared with them.

3.3 We reserve the right to validate the eligibility of any Referral, and may, at our sole discretion, determine any Referral to be ineligible.

4. Offer

4.1 This Offer is only available to you if the Eligibility Criteria under clause 3 is satisfied.

4.2 You can receive the Commission each time you make a Referral. There is no limit to the number of Referrals you may make.

4.3 You will not receive the Commission if your Referral also refers a new company to us.

4.4 This Offer is available for a limited time only. We reserve the right to extend, withdraw or amend this Offer (including with respect to the amount of the, or type of, Commission) at any time at our sole discretion. If this Offer is withdrawn or amended, we will honour the Offer in respect of any Referrals that were made prior to the Offer being withdrawn or amended, provided that the Eligibility Criteria is satisfied.

4.5 For the avoidance of doubt, you may not refer yourself to also be the Referral (e.g. by referring your own company or the company that you work for to us so that you can receive the Commission personally).

4.6 Any decision made by us in relation to the Offer is final in all matters.

5. Commission

5.1 You may access, via the Reditus Platform, details of Commission payable by us to you. Commission will be payable by us to you on the earlier of 30 days after a sale for Software with a Referral is completed, or we have received the initial subscription payment from your Referral and will be paid in Great British Pounds.

5.2 We have a minimum payout threshold of £50 and payout Commission. Every time your total Commission reaches the £50 minimum payout threshold, we will pay you the Commission set out in your Reditus Account on or around the 20th day of the next month.

5.3 If a third party makes a claim for a Commission (or part thereof) in respect of a Referral, then we may apportion the Commission under these Terms among the claimants at our sole discretion. We will make reasonable efforts to consult with all relevant parties regarding any apportionment, but any decision we make regarding the apportionment is final.

5.4 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

6. Warranties

6.1 You represent, warrant and agree that:

(a) you will comply with all of our reasonable directions;

(b) in marketing the Platform and seeking Referrals, you will act with due care and skill and not engage in any unfair, deceptive or unethical business practice;

(c) you will conduct business in a manner that reflects favourably on us and the Software and you will not do anything that may adversely affect our goodwill, brand or reputation (or that of the Software);

(d) you have not and will not make any false or misleading representations with respect to us and our services;

(e) you will have no right to enter into any contracts, instruments or commitments in the name of, or on behalf of, us or to bind us in any respect whatsoever;

(f) you will comply with any relevant laws, including any laws requiring you to disclose any Commission that you may obtain from us, to a Referral or any potential Referral; and

(g) providing a Referral to us under these Terms does not conflict with the terms of any other contract (including employment contract) that you are or were a party to, and these Terms do not conflict with any other obligation you are under.

7. Intellectual Property

7.1 We provide affiliate resources including logos, images, banners and videos on our website at https://kirmada.com/affiliate-resources to help you to market the Software and may provide you with other resources from time to time (Affiliate Resources). We own all intellectual property rights in the Affiliate Resources and nothing in these Terms constitutes a transfer of assignment of any intellectual property rights in the Affiliate Resources.

7.2 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use the Affiliate Resources solely for the purposes for which they were developed and solely for your performance of your obligations under these Terms, as contemplated by these Terms. In the use of any intellectual property in connection with these Terms, you must not (and you must ensure that your personnel do not) infringe any of our intellectual property rights or those of a third party.

7.3 This clause 7 will survive the termination or expiry of these Terms.

8. Liability

8.1 In this clause 8 ‘Liability’ means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

8.2 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

(a) any breach by you (or any of your personnel) of any provision of these Terms;

(b) any third party claim against us, as a result of your performance under these Terms; or

(c) you or any of your personnel infringing the rights of any third party (including intellectual property rights).

8.3 Despite anything to the contrary, to the maximum extent permitted by law:

(a) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other party (or any of its personnel), including any failure by that other party to mitigate its loss; and

(b) we will not be liable for, and you waive and release us from, any Liability arising or in connection with any website failure, Reditus Platform errors, any malfunction of computers, servers or providers, communications and facilities, any tax liability incurred by you in connection with any Commission and any loss or damage (whether direct, indirect, special or consequential) caused in any way by participating in this Offer or in connection with any referral link or the Reditus Platform.

8.4 This clause 8 will survive the termination or expiry of this Agreement.

9. Term and Termination

9.1 These Terms commence on the date that you accept these Terms and will continue until terminated in accordance with their terms (Term).

9.2 Either party may terminate these terms at any time by providing written notice to the other party.

9.3 On termination or expiry of these Terms, you agree:

(a) to immediately stop promoting the Platform and using the Affiliate Resources;

(b) to immediately stop representing that you are authorised to promote, market or otherwise advertise the Platform or our brand;

(c) we will honour the Offer in respect of any Referrals that were made prior to termination of these Terms, provided that the Eligibility Criteria is satisfied.

9.4 This clause 9 will survive the termination or expiry of these Terms.

10. General

10.1 Anti-Bribery: You agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 and notify us (in writing) if you become aware of any breach of this clause 10.1 or has reason to believe that you have received a request or demand for any undue financial or other advantage in connection with the performance of these Terms.

10.2 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

10.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

10.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution

10.5 Entire Agreement: These Terms contains the entire understanding between the parties and the parties agree that no representation or statement has been made to, or relied upon by, either of the parties, except as expressly stipulated in these Terms, and these Terms supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

10.6 Governing Law: These Terms are governed by the laws of England and Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

10.7 Notices: Any notice given under these Terms must be in writing addressed to us at the details at the start of these Terms or to you at the details provided in on sign up. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 72 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.8 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.