AFFILIATE AGREEMENT

This Agreement is made the day set out below by and between

  1. Email Works of 6 Stanley Road, Mitcham, Surrey, CR4 2BH, UK, hereinafter referred to as "Email Works", and
  2. "You" or "the Affiliate"
WHEREAS

  1. Email Works has developed and operates a service, which allows You to earn money by placing a link on Your website to the Email Works website.
  2. In order to use the service You must accept the conditions of this Agreement and become authorised as an "Affiliate". Please read this Agreement carefully. By clicking on the "Sign Up" button You accept the conditions of this Agreement. You are not allowed to use the service if You do not accept the provisions of this Agreement.
  3. You must be accepted by Email Works before you can become an affiliate. You will be informed via email when You have been accepted as an Affiliate.
Now therefore, You hereto agree to the following bindings terms of the agreement.
  1. Definitions
    The following terms when used in this Agreement shall have the following meanings:
    1. "Transaction/sale" - means a Visitor who is connected to a Linked Website by the Affiliate and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
    2. "Affiliate Program" - is the program owned and operated by Email Works which the Affiliate can join.
    3. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.
  2. The Service
    1. The Affiliate is allowed to place links on his website to the Email Works website
    2. The Affiliate Program may be amended or terminated at any time. Information about the Affiliate Program will be available on Email Works' website, www.emailworks.co.uk. The Affiliate must keep himself informed of any amendments. The Affiliate must comply with the requirements of the Affiliate Programme including in particular any stipulations as to the nature and content of the Affiliate's web site.
    3. Email Works reserves the right to modify, amend, change or terminate Email Works' service. The Affiliate will be notified of all such changes by e-mail or by an announcement on Email Works' website. If the Affiliate does not accept the changes the Affiliate must immediately cease to use the service and delete all links to Email Works.
  3. Obligations of the Affiliate
    1. The Affiliate is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
    2. If the Affiliate is a natural person he must be at least 18 years of age. If the Affiliate has not reached the age of 18 a parent must give his consent to the registration to Email Works' service and the registration of an Affiliate below the age of 18 without parental consent will be ineffective.
    3. The Affiliate warrants that the information furnished to Email Works about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Affiliate must notify Email Works immediately of any changes in the information by updating the information about him on Email Works' website. If the Affiliate is a limited company Email Works must be provided with the Affiliate's full registered name, company registration number, registered office, trading address if different and VAT number if registered.
    4. The Affiliate warrants either that the rights to all information and productions on the Affiliate's website belong to the Affiliate or that the owner of the rights to the information and productions on the Affiliate's website has given his explicit permission to their publication there. The Affiliate also warrants that the information and productions on the Affiliate's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.
  4. Obligations of Email Works
    1. Email Works undertakes to monitor and register the Traffic generated by the Affiliate's website to Email Works, in accordance with the service provided by Email Works.
    2. Email Works will collect and pay to the Affiliate all amounts due to him arising from this Agreement.
  5. Remuneration
    1. The conditions of remuneration for the Affiliate Program are published on Email Works' website and shall apply at all times. The affiliate therefore agrees to "self-billing", which means that Email Works will create the invoice on behalf of the affiliate. VAT (if applicable) is added to the remuneration shown on Email Works' website.
    2. Email Works pays its Affiliates quarterly. The four quarters of the year are as follows:
      1. 1st January to 31st March
      2. 1st April to 30th June
      3. 1st July to 30th September
      4. 1st October to 31st December
      Remuneration is made quarterly in arrears. For example: Commission earned over the first quarter of the year will be paid on the first day of the third quarter so long as the Affiliate is due an amount of at least £50.
    3. An amount due of less than £50 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least £50 is due two months prior to that payment date. Accumulated amounts do not accrue any interest.
    4. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Email Works and the Affiliate.
    5. Payment to the Affiliate will be made by cheque to the Affiliate. The Affiliate must specify on Email Works' the name and address of the person to whom any cheque is to be sent.
    6. The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to him by Email Works.
  6. Limits on Email Works' Liability
    1. Email Works cannot guarantee or warrant the performance of Email Works' service.
    2. Email Works shall not be liable for costs and damages incurred by the Affiliate arising out of this Agreement unless caused directly by the negligence of Email Works in providing its service. Email Works shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.
    3. Email Works will not be liable 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 in Email Works' service or for any damage caused by viruses or components to the service, the Affiliates software and/or the Affiliate's website. Email Works 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. Term and Termination
    1. This Agreement shall come into force upon Your acceptance as an Affiliate and shall remain in effect until terminated.
    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 Email Works.
    3. Email Works is entitled to terminate this Agreement and/or suspend the Affiliate from Email Works' service if:
      1. Email Works considers the Affiliate or the content of his website inappropriate in any way.
      2. The Affiliate has not generated any Traffic for a period of three (3) months.
    4. Upon termination of this Agreement, Email Works shall inform the Affiliate immediately through Email Works' website and the Affiliate shall immediately cease to use the service and delete all links to Email Works.
    5. This Agreement expires immediately on termination and no remuneration will be paid to the Affiliate.
  8. Indemnity
    The Affiliate shall keep Email Works 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 Email Works by the Affiliate. The Affiliate shall also compensate Email Works for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of Email Works' service and technical problems or loss of data caused by the Affiliate on Email Works' website.
  9. Assignment of the Agreement
    The Affiliate may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Email Works. The Affiliate agrees that Email Works may assign its rights and obligations under this Agreement and divulge or transfer information about the Affiliate's website, e-mail etc to any third party.
  10. Consent
    The Affiliate consents to the publication of the Affiliate's name and web address etc at Email Works' website and to Email Works sending newsletters etc to the Affiliate's e-mail address and using the information given by the Affiliate for marketing purposes.
  11. Severability
    If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
  12. Intellectual Property Rights
    Email Works 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 Link to Email Works.
  13. Applicable Law
    1. Email Works shall not be liable for the legality of Email Works' service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to Email Works' 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.
    2. This Agreement shall be governed by, and construed in accordance with the laws of England.
    3. If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing.
    4. To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.