Terms and Conditions

INTRODUCTION

1. These Terms & Conditions cover the agreement between Sellfast International (“Sellfast”) and its Clients for all advertising, marketing, sales and promotions organised and/or carried out by Sellfast on behalf of its clients including those acting as (but not exclusively) Advertisers, Merchants, Publishers, Agencies, Vendors and/or Sponsors and includes all activities undertaken by Sellfast that relates to Sellfast’s Affiliate Marketing Network, Online Advertising, Sales Channels, Promotions and Sponsorships.

2. The terms and conditions that cover the Advertising Agreement between Sellfast and Merchants on Sellfast’s Advertising Network are laid out in PART ONE below.

3. The terms and conditions that cover the Publishing Agreement between Sellfast and Affiliates on Sellfast’s Advertising Network are laid out in PART TWO below.

4. The terms and conditions that cover the Vendor Agreement between Sellfast and Vendors for the provision of eCommerce services are laid out in PART THREE below.

5. Sellfast reserves the right to amend and update these Terms and Conditions at any time giving notice of when changes are made, such changes being posted on the Sellfast website and/or in an email/newsletter to customers.

PART ONE : ADVERTISING

1. DEFINITIONS

1.1 The following terms and conditions are referred to as the “Advertising Terms”.

1.2 The “Advertiser” (aka “The Merchant”) refers to any person, corporate body or other organisation, including their affiliates and other authorised representative(s) acting on their behalf.

1.3 “Advertising Services” means the services to be provided by Sellfast for the Advertisements as specified on the applicable Order.

1.4 “Advertisements” means the advertisements or promotions ordered by the Advertiser on the applicable Order.

1.5 “Advertiser Content” means any and all text, graphics, links, trademarks, and other information and materials made available to Sellfast by or on behalf of the Advertiser for the Advertising Services.

1.6 “Link” means any type or format of link that is provided or authorised by the Advertiser to be displayed, distributed or placed on or by a Sellfast Distribution Channel which routes to the destination identified in the Advertising Order. This includes, where appropriate, all forms of traceable links, trackable links, impressions, affiliate links, pay per click (PPC) schemes etc.

1.7 “Online Offer” means an offer or discount that is meant to be redeemed by a user on the Advertiser’s website(s), social media sites, emails and mobile application(s).

1.8 “Offline Offer” means an offer or discount that is redeemed in the Advertiser’s premises by printing and presenting to the Advertiser and/or their agent, customer etc. in physical form.

1.9 “Qualifying Order” means an order or signup from a consumer that resulted from a Link other than an order that occurred after such Link has expired or was overridden by a subsequent link placed by another third-party advertiser.

1.10 “Qualifying Purchase” means a purchase by a consumer in which the consumer redeemed an Offline Offer.

1.11 “Sellfast UK Distribution Channels” means the Internet websites indicated in the Order, along with associated websites, mobile websites, mobile applications, social media, emails and email newsletters, syndication feeds, and affiliated feeds and websites (unless otherwise indicated in the Order).

1.12 “Sellfast’s Affiliate Network” refers specifically to Sellfast’s programme whereby Affiliates include Advertiser’s or Merchant’s advertising on their website that is linked to the Advertiser’s sales site via a traceable link.

2. ADVERTISING AGREEMENT

2.1 The Advertising Terms contained herein, together with any associated or additional terms, are agreed between Sellfast and the Advertiser and they constitute a binding agreement for the provision of Advertising Services (as defined below) to the Advertiser by Sellfast and governs the relationship between the Advertiser and Sellfast.

2.2 All advertising provided by Sellfast and signed for by the Advertiser will be subject to the specification of an agreed order (referred to as “Order” or “Advertising Order”),.

2.3 The Order and this Advertising Agreement are collectively referred to herein as the “Agreement”. Where the provision of an Order conflicts with the provision of the Advertising Terms, the provision of the Order will take precedence, but only in relation to the Advertising Services set out in that particular Order.

3. ADVERTISING CONTENT

3.1 The Advertiser acknowledges that time is of the essence in providing required Advertiser Content and the Advertiser’s failure to provide such Advertiser Content in accordance with Sellfast’s timescales and specifications may delay or prevent delivery of the Advertising Services hereunder.

3.2 Where the Advertiser is in breach of the condition in clause 4.1 above, Sellfast may cancel the applicable Order without further obligation to the Advertiser and the Advertiser will remain obligated to pay Sellfast all fees due under the Order.

3.2 The Advertiser represents and warrants as follows:

3.2.1 All the Advertiser’s Content is true, complete and accurate,

3.2.2 All the Advertiser Content is provided in compliance with Sellfast’s specifications and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful or damaging programming practices or otherwise interfere with the function or performance of the Sellfast Distribution Channels, and

3.2.3 The Advertiser holds all necessary rights to permit the use of all Advertiser Content by Sellfast and such use will not infringe any intellectual property or other proprietary rights of any third party or otherwise violate any applicable laws.

3.3 Any special offers, promotions, incentives or commitments contained in any Advertiser Content or otherwise made by the Advertiser are the sole responsibility of Advertiser and not Sellfast. The Advertiser is solely responsible for the accuracy, quality, integrity, reliability and legality of all Advertiser Content, including, but not limited to, any associated terms, conditions, representations or warranties.

4. THE CAP CODE
(“The Committee of Advertising Practice” – a self-regulating body endorsed and regulated by the Advertising Standards Agency.)

4.1 All Advertising, Promotions and other forms of communication carried out by Sellfast will be subject to the CAP Code (The UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing).

4.2 This Code covers the content of marketing communications and not the terms and conditions herein or the products themselves. The code does cover the administration of Sales Promotions, the suitability of promotional items, the delivery of products ordered through an advertisement, and the use of personal information.

4.3 Editorial content is specifically excluded from the Code though it might be a factor in determining the context in which marketing communications are judged.

5. ADVERTISING SERVICES

5.1 When all required Advertiser Content has been received in accordance with Section 4.1 (above), Sellfast shall provide the Advertising Services as set forth in the applicable Order.

5.2 Sellfast makes no guarantees with respect to usage statistics, levels of impressions or to any other performance of the Advertising Services. The Advertiser acknowledges that delivery statistics provided to the Advertiser by Sellfast are the definitive and binding measurement of Sellfast’s performance on any delivery obligations provided in or required under the Order.

5.3 Sellfast may, at its sole discretion, modify, alter or discontinue the functionality or content of any portion of the Advertising Services at any time. The positioning and placement of Advertisements within the Sellfast Distribution Channels or on any page or portion thereof is at Sellfast’s sole discretion except as otherwise expressly provided for in the Order.

6. FEES & INVOICING

6.1 For Online Offers, the Advertiser will provide Sellfast with a monthly report of clicks, transactions and/or gross sales resulting from Qualifying Orders within seven days of the end of each calendar month during the term of an Order.

6.2 For Offline Offers, the Advertiser will provide Sellfast with a monthly report of transactions and gross sales resulting from Qualifying Purchases within seven days of the earlier of (i) end of each calendar month during the term of an Order or (ii) end of the offer period stated in the Order.

6.3 Unless specified otherwise in the applicable Order, fees are payable within 30 days of the date of such monthly report. If the Advertiser is unable to provide Sellfast with an accurate monthly report, the parties will discuss in good faith how Sellfast shall be remunerated for the Advertising Services (which may involve Sellfast charging on its standard Cost Per Download model rather than on a Cost Per Acquisition model).

6.4 If the fee for the Advertising Services ordered by Advertiser is based on unit pricing with a minimum quantity, the Advertiser will be invoiced for the greater of (i) unit pricing times the actual quantity of units; and (ii) unit pricing times the minimum quantity of units specified in the Order. Minimum charges for the Insertion Period are non-cancellable by the Advertiser upon signing of the applicable Order, and all payments are non-refundable upon payment by the Advertiser.

6.5 Any and all taxes that may be imposed on any Advertising Services pursuant to this Agreement shall be paid by the Advertiser and Sellfast may bill and collect such amounts in addition to the amounts otherwise payable hereunder.

6.6 Any amounts not paid by the Advertiser within 30 days after the due date are subject to a late fee and bear interest from the date of such due date at a rate of 8% above the Bank of England base rate.

6.7 If Advertiser fails to timely pay fees due hereunder, Sellfast may, in its sole discretion, terminate this Agreement or suspend performance of the Advertising Services under any active Order. All costs and charges for recovery procedures undertaken by Sellfast to recover monies owing will be chargeable to the Advertiser including debt recovery agents, legal and court fees etc.

6.8 Sellfast, its attorneys and certified public accountants, at Sellfast’s expense (save as set out below), will have the right at any time during regular business hours upon thirty (30) days’ prior written notice, to audit and examine all such contracts, systems and records, including the general ledger, invoices and any other records and systems necessary to verify the Advertiser’s performance in accordance with the terms of this Agreement. The Advertiser shall provide such access to the records of the Advertiser’s affiliate network if they are directly involved in activities which are the subject of this Agreement. Notwithstanding the foregoing, if the Advertiser is found to have underpaid Sellfast via such audit the Advertiser shall pay to Sellfast the applicable underpayment and, further, if such underpayment is by more than 5% in the aggregate, it shall pay to Sellfast the applicable underpayment together with interest of 8% above the Bank of England base rate and all reasonable, out-of-pocket costs and expenses related to the audit undertaken hereunder and the enforcement thereof within thirty (30) days of an invoice therefore.

7. EDITORIAL CONTROL

7.1 As between Sellfast and the Advertiser, Sellfast retains sole editorial control over any and all links, graphics, text, and other information presented via the Advertising Services.

7.2 Sellfast reserves the right, in its sole discretion, to reject, cancel or remove any Advertisement or Advertiser Content, at any time, for any reason whatsoever, and it shall not be deemed a termination of any Order for Sellfast to do so unless all Advertisements under such Order have been rejected, cancelled or removed by Sellfast. Although Sellfast reserves the right to reject or edit any Advertisement or Advertiser Content that is or might be contrary to this Agreement or applicable law (as determined by Sellfast in its sole discretion), the Advertiser understands that Sellfast has no duty or obligation to do so.

8. ADVERTISER AGREEMENT

8.1 As between Sellfast and the Advertiser, the Advertiser retains all of its proprietary right, title and interest in the Advertiser Content provided by or on behalf of the Advertiser to Sellfast. The Advertiser hereby grants to Sellfast a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute and display the Advertiser Content as contemplated by this Agreement. Additionally, the Advertiser hereby grants to Sellfast a non-exclusive, worldwide, royalty-free license to use the brands and trademarks of the Advertiser in connection with the Advertising Services.

8.2 Sellfast acknowledges that the goodwill developed by such use is for the exclusive benefit of the Advertiser.

8.3 The Advertiser acknowledges and agrees that Sellfast may refer to the Advertiser in case studies and press releases related to the Advertising Services.

8.4 Sellfast reserves all rights in the content accessible via the Sellfast’s Distribution Channels (other than Advertiser Content) and any and all software, information, interfaces and other technology related to the Advertising Services provided hereunder.

9. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

9.1 To the maximum extent permissible by law, Sellfast expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of any products or services provided hereunder, and specifically disclaims any representation or warranty of title, non-infringement, merchantability, suitability or fitness for a particular purpose or as to the condition or workmanship thereof, or the absence of any defects therein, whether latent or patent, including any warranties arising from a course of dealing, usage or trade practice. To the maximum extent permissible by law, Sellfast expressly disclaims any representations or warranties that the use of any products or services provided hereunder will be continuous, uninterrupted or error-free, that any information contained therein will be accurate or complete or that any data will be completely secure from unauthorised access. Sellfast does not make any representations or warranties regarding the use of or the results derived from any products or services provided hereunder in terms of correctness, accuracy, reliability, compatibility, and increase in business or otherwise.

9.2 Sellfast does not exclude or limit any liability to the extent the same cannot be excluded or limited at law.

9.3 In the event Sellfast fails in any respect to provide advertising services in accordance with the applicable Order and the Advertising Terms, the sole liability of Sellfast to the Advertiser and the Advertiser’s sole remedy is limited to one of the following (at Sellfast’s sole election):

9.3.1 Pro rata refund of the fees paid by Advertiser with respect to such Advertising Services, or

9.3.2 Integration or placement at a later time in a comparable position or extension of the term of the applicable Order until the Contracted Advertising services are delivered.

9.4 Sellfast’s aggregate liability to the Advertiser (whether in contract, tort (including negligence) or otherwise) is limited to the aggregate amount of fees actually received by Sellfast UK from Advertiser under this Agreement during the six month period preceding the event giving rise to such liability.

9.5 In no event will Sellfast be liable for any (i) loss of actual or anticipated revenues, profits or savings, loss of goodwill, loss of opportunity, loss of business or loss of data (whether the foregoing are direct or indirect) or (ii) consequential, special, incidental, exemplary, punitive or other indirect losses or damages, in any way arising out of or related to this Agreement (whether in contract, tort (including negligence) or otherwise) even if foreseeable or if Sellfast has been advised of the possibility of such damages or loss.

9.6 Indemnity. The Advertiser shall, at its own expense, indemnify, defend and hold Sellfast and its owners, directors, officers, employees, agents, representatives, successors, and affiliates harmless from and against any and all claims, suits, actions, liabilities, losses, costs (including reasonable attorney fees and costs), expenses, judgments or damages of any kind arising out of, or related to, or in connection with any (a) breach by the Advertiser of any representation, warranty or obligation under this Agreement, (b) Advertiser Content, or (c) material, product or service provided by or on behalf of the Advertiser to any party (including without limitation, any warranty claims, consumer protection claims and claims of intellectual property infringement, defamation, breach of confidentiality, publicity or privacy violation, or false, deceptive or unfair advertising, sales or business practices).

10. TERM AND TERMINATION

10.1 Unless sooner terminated in accordance with the provisions hereof, this Agreement will continue in effect so long as any Order remains outstanding.

10.2 Sellfast has the right to terminate this Agreement immediately in the event of any breach by the Advertiser, in which case all amounts due through the term stated on any then-outstanding Orders will be immediately due and payable by the Advertiser.

11  MISCELLANEOUS

11.1 Assignment. This Agreement and the rights and responsibilities hereunder may not be assigned or otherwise transferred, in whole or in part, by either party, without the prior written consent of the other party, except that either party may, without the other party’s prior consent, assign this Agreement in its entirety to an affiliate or to a successor by way of merger, consolidation, reorganisation or acquisition of substantially all of the business of the assigning party related to the Agreement. Any assignment in violation of this section is void and of no effect. This Agreement is binding upon and is for the benefit of the parties and their respective successors and permitted assigns.

11.2 Notices. Except as otherwise provided herein, any notice or other communication to be given hereunder must be in writing and either (as elected by the party giving such notice): (i) personally delivered; (ii) sent postage prepaid by registered or certified mail, return receipt requested; (iii) transmitted by facsimile (with a confirmation of receipt) or email; or (iv) via a nationally recognised overnight “signed-for” courier service. Notices will be deemed to have been duly given on the date of receipt (or if non-electronic delivery is refused, the date of such refusal).

11.3 Confidentiality. Each party acknowledges that Confidential Information may be disclosed to the other party during the course of this Agreement. Each party agrees that it shall take all reasonable steps during the term of this Agreement and for a period of two years following the expiration or termination of this Agreement to prevent the duplication or disclosure of Confidential Information of the other party, other than by or to its employees or agents who must have access to such Confidential Information to perform such party’s obligations hereunder, who are each bound by confidentiality obligations no less restrictive than those contained herein. “Confidential Information” means any proprietary, non-public information relating to or disclosed in the course of this Agreement, including, but not limited to, the material terms of this Agreement, information about each party’s site visitors, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data, and explicitly excludes any information that (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to the receiving party by the disclosing party through no fault of the receiving party; (b) was rightfully in receiving party’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to receiving party by the disclosing party; or (c) was developed by employees or agents of receiving party independently of and without reference to any of the disclosing party’s Confidential Information.

11.4 This Agreement does not create any partnership, joint venture, franchise, agency or employment relationship.

11.5 This Agreement constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior written and oral negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

11.6 Sellfast may, at any time, set-off any amounts due to the Advertiser against any amounts owed by the Advertiser to Sellfast, whether pursuant to this Agreement or otherwise.

11.7 Except as otherwise expressly provided herein, all rights and remedies hereunder are cumulative.

11.8 In case any one or more of the provisions of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

11.10 No party hereto is liable to any other party for any loss or damage due to delays or failure to perform resulting from an event of “Force Majeure” including without limitation: act of God, accident, war, fire, lockout, strike or labour dispute, utility or telecommunications failure, acts or omissions of the other party, or any other event beyond the reasonable control and without the fault or negligence of such party.

12. APPLICABLE LAW

12.1 This Agreement is governed by and shall be construed and enforced in accordance with the laws of England and Wales. The parties consent to the jurisdiction of the courts of England and Wales each party hereby waives any defence of inconvenient forum.

12.2 No modification, extension or waiver of or under this Agreement is valid unless made in writing and signed by the representative designated in the applicable Order or an authorised executive officer of the party sought to be charged therewith.

12.3 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.

 

PART TWO: PUBLISHING

TERMS & CONDITIONS SPECIFIC TO AFFILIATES ON SELLFAST’S ADVERTISING NETWORK

1. COMMENCEMENT AND TERMINATION

1.1 This Affiliate Agreement shall come into force upon the acceptance of a customer as an Affiliate and shall remain in effect until terminated.

1.2 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.

1.3 Sellfast and/or a Merchant (having first sort agreement with Sellfast) is entitled to terminate and/or suspend an Affiliate from their Program at any time, giving reasonable notice where possible. In the event of Affiliate Fraud or suspected criminal activity the Sellfast and/or a Merchant (having first discussed this with Sellfast) is entitled to terminate and/or suspend the Affiliate from their Program without any notice.

1.4 An Affiliate shall acquire no rights following the termination of this Agreement to use Intellectual Property Rights of Sellfast or of Merchants including domain names or any text, or images, banners or any other works created by or for Sellfast or the Merchants.

2. PAYMENT

2.1 Sellfast will make payments to all affiliates under one of two payment models: (a) Standard Model (Default) and (b) Payment On Request

2.2 All Affiliates will initially be on the Standard Model. Sellfast undertakes to make payments to affiliates using the Standard Model 6 weeks after the end of the month in which they have made a sale(s) or action subject to the Affiliate reaching the required levels as laid out in 3.2.4 below.

2.3 Once an affiliate has been paid by Sellfast twice under the Standard Model, they, on request, may move on to the Payment On Request model provided they have chosen to be paid by BACS and they and their bank account are domiciled in the UK (“UK based”). Affiliates on this payment model may request payment at any time for all validated sales made to the date at which they request payment. Once a request for payment has been made Sellfast undertakes to process a BACS payment within five days.

2.4 Payments can only made to UK based Affiliates that have a minimum balance of £25 (twenty-five pounds) in their account or joint accounts. All non-UK based Affiliates must 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.

2.5 Any account that has had no activity (clicks, sales etc.) for a period of 6 calendar months will be deemed to be abandoned and Sellfast will apply a variable account closing charge up to the maximum of £25. This charge will never be greater than the balance in the account.

2.6 Affiliates will receive payment for any action that is payable as set out by each individual Merchant.

2.7 Affiliate payments will only be made when funds are in place from the Merchant. Sellfast will endeavour to collect funds from the Merchant and then pay the Affiliates on the Merchant’s behalf.

2.8 In the event of a system problem at a Merchant website that affiliates have not had prior warning about, it will be up to the sole discretion of Sellfast 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 Sellfast has made due notice of the problem in it’s Affiliate Control Area and/or via Email.

2.9 Sellfast 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. Sellfast accept no responsibility for any errors or omissions and their consequential implications which are not notified to Sellfast 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 Sellfast. While Sellfast will do everything it can to correct any errors or omissions which may occur, it will not be liable for any of these which are not brought to their attention within the 4 week period as detailed above.

2.10 The majority of Merchant Programs via Sellfast 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 Merchants and Agencies to work with Sellfast, 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. Sellfast is not liable to Affiliates for any loss of income due to Merchants who are not ‘in funds’ and subsequently don’t pay any invoices due.

2.11 In the event of any Affiliate fraud, all transactions in the Affiliates account will be reversed. In addition Sellfast or the Merchants 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.

2.12 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 Merchants to ascertain whether 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.

2.13 Sellfast require that all Affiliates supply an invoice before payment is 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 Sellfast and the Affiliate.

2.14 Any Affiliate outside of the United Kingdom to whom regular payments are made or where one-off large sums of money are due may be asked to provide information in compliance with Money Laundering Regulations. Failure to comply will result in monies being withheld.

2.15 The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to them by Sellfast.

3. SUB-LICENCES

3.1 For each Advertiser whose Program an affiliate has been accepted to, Sellfast grants to that Affiliate 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.

3.2 The foregoing rights are sub-licensable by the Affiliate to their own Sub-Publishers only if authorised by an Advertiser on its Information page or by written permission. The Affiliate’s Sub-Publisher’s sub-license is conditioned upon the Affiliate, or their 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 the Affiliate through the Network Service pursuant to the such sublicense; and (b) not removing or altering any copyright or trademark notices.

3.3 The Affiliate grants to Sellfast a revocable, non-transferable, royalty free, international license to display on and distribute from Sellfast Web site Content that the Affiliate provides to Sellfast through the Network Service for the limited purposes of promoting the Affiliate 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 Sellfast to Advertisers, for the limited purpose of advertising that the Affiliate is a member, or potential member, of the Advertiser’s Program. Advertisers may not distribute and/or sublicense Affiliate Content unless authorized by the Affiliate in writing. Sellfast and sub-licensees shall not otherwise copy nor modify, in any way, any Content that the Affiliate has made available through the Network Service pursuant to the foregoing license. Sellfast and the sub-licensees may not remove or alter any copyright or trademark notices.

4. INDEMNIFICATION

4.1 The Affiliate shall keep Sellfast 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 Sellfast by the Affiliate. The Affiliate shall also compensate Sellfast for any other damages or costs caused by the Affiliate’s improper, negligent or unauthorised use of Sellfast’s service and technical problems or loss of data caused by the Affiliate on Sellfast website or on any website to which the Affiliate is linked by Sellfast.

5. LIABILITY – SYSTEM FAILURE, VIRUSES, DAMAGES, DOWNTIME

5.1 Sellfast 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

6.1 Sellfast TOTAL LIABILITY TO THE AFFILIATE INCLUDING IN CONTRACT AND TORT (INCLUDING THE TORT OF NEGLIGENCE) SHALL NOT EXCEED £10,000.00 (TEN THOUSAND POUNDS).

6.2 Sellfast cannot guarantee or warrant the performance of Sellfast service or the links to any linked websites. Sellfast 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

7.1 The Affiliate is solely responsible for their 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.

7.2 The Affiliate shall not use their links with any website/service that is not registered with or notified to Sellfast. From time to time Merchants 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.

7.3 Affiliates agree to comply and abide by any additional terms or restrictions added by the Merchants via the Affiliate Control Area. Updates or changes to these terms or restrictions will be notified by Sellfast via the Affiliate Control Area and/or in an email/newsletter.

8. ARTIFICIAL TRAFFIC

8.1 The Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.

8.2 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.

8.3 The Affiliate may not use links to Merchants via Sellfast in software programs without first submitting a full copy of the software for review by Sellfast’s Technical Department. If a program is accepted to promote Merchants via Sellfast the Affiliate must also notify Sellfast 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 Merchants or competitors of our Merchants, and programs that interfere with other Affiliates websites in any fashion. If an Affiliate is in any doubt they must contact Sellfast so that an audit of the program can be made prior to joining Deal Locator’s Affiliate Network. Any Affiliates using programs to promote merchants at Sellfast should be aware that they could be removed from any or all merchants, not excluding Sellfast fully, without notice.

9. COPYRIGHT / INTELLECTUAL PROPERTY

9.1 Sellfast 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

10.1 The Affiliate consents to the publication of the Affiliate’s name and web address etc on the Sellfast website and to Sellfast 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 Sellfast to improve and/or to promote or market the service, Sellfast may produce statistics or summaries relating to the use of the service.

10.2 Sellfast 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

11.1 The Affiliate confirms to Sellfast that the Affiliate is not a private individual less than 18 years of age. If under 18 years old and would like to become an affiliate, the potential Affiliate must get a parent or guardian to sign-up on their behalf.

12. APPLICABLE LAW

12.1 This Agreement is governed by and shall be construed and enforced in accordance with the laws of England and Wales. The parties consent to the jurisdiction of the courts of England and Wales each party hereby waives any defence of inconvenient forum.

12.2 Sellfast shall not be liable for the legality of Sellfast services 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 Sellfast 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.

12.3 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.

 

PART THREE: E-COMMERCE SERVICES

TERMS & CONDITIONS SPECIFIC TO VENDORS USING SELLFAST’S E-COMMERCE SERVICES

DEFINITIONS:

1. “Sellfast” refers to any business, website and/or sales channel that is in the control of the Sellfast Group.
2. “The Vendor” is a firm or person who contracts for their products and/or services to be sold on their behalf by Sellfast.
3. “The Customer” is any person or business that buys or attempts to purchase goods and services through a Sellfast sales channel.
4. “The Parties” refers to Sellfast and the Vendor.
5. “Sales Order” refers to a paid order received by Sellfast for one of the Vendor’s products or services.
6. “Sales Channel” refers to any website, social media site or online marketplace used by Sellfast to sell products and services.
7. “Vendor Agreement” refers to the agreement between Sellfast and the Vendor that lays out the operational details of the agreement between the parties.

 

1.  FULFILMENT OF SALES ORDERS

1.1 A Vendor will keep Sellfast informed at all times about the availability of the products in its inventory along with detailed specifications (like size, colour, texture etc.) that are required for the successful promotion of the product and/or service. Where an order is received by Sellfast for a Vendor’s product or service, the Vendor must be able to honour that order at all times.

1.2 Where a Vendor fails to honour a sale (for whatever reason) and a refund is made to the customer, the Vendor will be responsible for paying Sellfast’s commission fee on that sale.

2.  FEES & COMMISSIONS

2.1 Sellfast will be entitled to a commission on any products and/or services sold through its websites and other online sales channels which shall be paid by the Vendor.   Such Fees and other charges are laid out in the Vendor agreement between a Vendor and Sellfast.

2.2 Unless otherwise specifically agreed in the Vendor Agreement, Sellfast such will not charge the Vendor any fee for online display space on websites and other sales channels.

3.  ORDER HANDLING & DELIVERIES

3.1 Other than where Sellfast fulfils on behalf of the Vendor, Sales Orders received through Sellfast’s Sales Channels are forwarded to the Vendor by Sellfast. Sellfast will not forward such an order unless it is satisfied that the customer’s payment has been received in full.

3.2 The Vendor shall upon receipt of the order from Sellfast immediately arrange delivery to the designated address as quickly as possible but in each case the dispatch shall be made within 24 hours (excluding weekends and public holidays) of the receipt of the Order by Sellfast. The Vendor must maintain an up-to-date record of each shipment including dispatch date, consignment number & shipper for immediate evidence of dispatch should any customer claim non-delivery.

3.3 Where the Vendor fulfils orders, they will be financially responsible for any claim for failure of delivery, for loss and for damage. Where the value of the product is over £20.00, it is recommended that products are dispatched using a tracked service in order to provide a proof of delivery (POD).

3.4 The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.

3.5 The Vendor agrees to replace any defective products supplied to a customer (whether fulfilled by Sellfast or the Vendor) at the Vendor’s own cost and shall not hold Sellfast responsible in any manner whatsoever.

3.6 The Vendor undertakes to deliver the correct product or service as specified and described in the Sales Order including the correct quantity.

3.7 Where the Vendor is likely to run out of supplies or they are likely to be unable to fulfil a sales order, the Vendor shall inform Sellfast at least 24 hours in advance so that Sellfast can display an OUT OF STOCK notice for that product on the sales channels.

4.  COVENANTS OF THE VENDOR

The Vendor hereby covenants with Sellfast as follows:

4.1 At no time must the Vendor promote, state or allow into the public domain any derogatory and/or adverse information or publicity that could affect the public-standing and/or the financial position of Sellfast.

4.2 At no time must the Vendor undertake any act or deal in products, goods and services that are banned or prohibited by law or violate any intellectual property right of any party in respect of such products, goods and services.

4.3 The Vendor declares that it is the rightful owner of all products and services being sold by them or it has the relevant authorisations in respect of intellectual property rights of third parties and is authorised to sell and/or license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

4.5 To provide Sellfast, for the purpose of the creation and display on sales channels, the product’s description, images, disclaimers, delivery times, price and such other details for the products to be displayed and offered for sale.

4.6 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description or information which might amount to misrepresentation.

4.7 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through Sellfast.

4.8 Not to offer for Sale through Sellfast any products that are prohibited,  dangerous, banned and/or unlawful. Where products and services are legitimate in some countries but not others, the Vendor is responsible for informing Sellfast.

4.9 To be solely financially responsible for any dispute that may arise between Sellfast and a customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatever nature will be raised on Sellfast.

4.10 The Vendor shall at all time during the currency of the Vendor Aagreement endeavour to protect and promote the interests of Sellfast.

4.11 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, all forms of taxation (including VAT), Standards of Weights & Measures legislation, Sale of Goods Acts, Excise and Import duties, legislation relating to drugs and cosmetics, advertising codes etc.

4.12 To seek advance written agreement with Sellfast about any promotion al and/or advertisement material that relates to products and/or services being sold via Sellfast.

5.  THE RIGHTS OF SELLFAST

5.1 Sellfast, at all times during the continuance of a Vendor Agreement, shall have the right to remove, block, or delete any text, graphic, image(s) uploaded on the online store by the Vendor that is in breach of these Terms & Conditions.

5.2 If at any time Sellfast believes that the services are being abused by the Vendor or its Customers in contravention of the terms herein, Sellfast shall have the right either at its sole discretion or upon the receipt of a request from the legal or statutory authority or a court order to terminate its services to the Vendor

6.  INDEMNITY

6.1 The Vendor indemnifies Sellfast, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise whatsoever arising from or in connection with any claim including but not limited to claims for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product. The breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under these Terms & Conditions or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Tax Laws, Weights & Measures legislation, Excise and Import duties, etc .

6.2 This indemnity shall survive the termination or expiration of the Vendor Agreement.

7.  LIMITATION OF LIABILITY

7.1 Sellfast shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, the Vendor’s customer or any other party whatsoever, arising from any transaction under the Vendor Agreement or as a result of Products being damaged, defective, in unfit condition, infringing or violating any laws, regulations and/or intellectual property rights of any third party.

7.2  The Vendor is solely liable for any claims, damages or allegation arising from deficiencies, inaccuracies etc of the Products offered for sale through Sellfast and shall hold Sellfast harmless and indemnified against all such claims and damages. Further Sellfast shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

7.2 Sellfast will not be liable to the Vendor for loss of and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages whatsoever unless it is proven by the Vendor to have been deliberately caused by Sellfast.

8.  TERMINATION

8.1 The Vendor Agreement may be terminated by Sellfast forthwith in the event:

8.1.1 The Vendor commits a material breach of any representations, obligations, covenants, warrants in the Vendor Agreement or these Terms & Conditions and the same is not cured within 30 days after written notice given by Sellfast.

8.1.2 If a Petition for insolvency is filed against the Vendor.

8.1.3 If the Vendor is in infringement of the third party rights including intellectual property rights.

8.2 Effect of Termination:

8.2.1 In the event of termination of the Vendor  Agreement, Sellfast shall discontinue displaying the Vendor’s products on its Sales channels with immediate effect.

8.2.2 Sellfast shall not be liable for any loss or damages (direct, indirect or consequential) incurred by the Vendor by virtue of termination of the Vendor Agreement.

8.2.3 During the period under notice both parties shall be bound to perform its obligations under the Vendor Agreement and these Terms & Conditions.

9.  NOTICES

9.1 All notices and other communication shall be in writing ( in the English language) and shall be delivered by hand, post, email or courier to the addresses on the Agreement between the parties.

10.  INTELLECTUAL PROPERTY RIGHTS

10.1 The Vendor expressly permits Sellfast to use the Vendor’s trademarks copyrights, designs, logos and other intellectual property owned and/or licensed by the Vendor at Sellfast’s discretion for the purpose of reproduction on sales.

10.2 It is expressly agreed that, except where specifically agreed in the Vendor Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in the Vendor Agreement, nor the use of the trademark & logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.

11.  ASSIGNMENT

11.1 The Vendor Agreement, nor any part of it, is not assignable, transferable, sub-licensable, sub-contractible or conveyable by the Vendor, either by law or otherwise, without the express, prior, written consent of Sellfast.

12.  CONFIDENTIALITY

12.1 Any information passed between Sellfast and the Vendor shall be confidential and neither party shall divulge such information other than to each party’s agents, servants, representatives or any person acting on their behalf who shall likewise be bound.

13.  RELATIONSHIPS

13.1 Nothing in the Vendor Agreement will be construed as creating a partnership, joint venture, agency or employment between the Parties.

14. APPLICABLE LAW

14.1 This Agreement is governed by and shall be construed and enforced in accordance with the laws of England and Wales. The parties consent to the jurisdiction of the courts of England and Wales and each party hereby waives any defence of inconvenient forum.

14.2 Sellfast shall not be liable for the legality of Sellfast services in countries other than the United Kingdom. The Vendor is solely responsible for the legality of its products and services in each territory where they are sold.

14.3 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.