AFFILIATE TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
By submitting an application, you are agreeing to be bound by the terms and conditions below.
These terms and conditions and our Terms and Conditions together form the “Agreement”.
The Agreement is a legally enforceable contract between ONE Training Services Ltd (“we” “our” or “us”) and “you”, the company or person named in application.
If you do not want to be bound by the Agreement, you must not submit an application.
1. JOINING THE ONE Training Services Affiliate network
1.1 We operate affiliate marketing networks across our range of courses, which enables website publishers like you (“Affiliates”) to promote our courses in return for a commission.
1.2 Once you submit your application, we will consider it and let you know if it has been
accepted or rejected. Only we can decide whether an application will be accepted and we can reject your application for any reason. Our decision will mainly be based on the relevance of your website/blog to the course in question, and the likelihood that a sufficient level of traffic will be present to warrant approval.
1.3 Our websites depend on the use of internet cookies and other technology for tracking
website users and recording information (“Cookies”). Cookies will be placed on
any devices you use to access our websites. A specific code will be attributed to the purchases generated from those clicking on your advertisement, which will allow us to pay you a 20% commission on completed course purchases.
1.4 Cookies are vital to enable our websites to operate properly. If you do not consent to the placement and use of Cookies, you must not submit an application. By
submitting an application, you are giving your consent to our use of Cookies as set out in our Cookie Policy. If you want to withdraw your consent, you must
immediately notify us and stop using our website(s).
1.5 There is NO charge for submitting your application.
1.6 If your application is accepted, you will become an Affiliate. If your application is rejected, the Agreement will terminate immediately.
2. PARTICIPATION IN THE ONE Training Services Affiliate network
2.1 As an Affiliate, you can advertise our course(s) on your website/blog using either text links or banners which have been generated from your affiliate account.
3. As an Affiliate, you will be given access to text and banner codes for insertion into your website / blog. As long as you comply with the terms of this Agreement you can place the Materials wherever you like on your website/blog. Note you are only permitted to place links on the website/blog(s) approved during your affiliate account application.
4. TRANSACTIONS
4.1 A “Transaction” is made when a visitor to your website (“Visitor”) clicks on a course Link and is directed to our website where he or she purchases the course in question.
4.2 If a Visitor clicks on a course link and does not buy anything, but then subsequently returns to the website directly and buys something, this may still count as a Transaction. This will depend on whether:
(a) another Affiliate has more recently directed that Visitor to the website; and
(b) how much time has passed since you directed that Visitor to the website.
4.3 You will earn commission for any Transactions which are validated by ONE Training Services. Commission at 20% of the VAT exclusive transaction value, will be paid as long as the transaction was not generated illegitimately and the item purchased has not been returned. It is up to ONE Training Services Ltd to decide whether or not a Transaction is valid.
4.4 If you are paid any commissions for Transactions which are not valid under our stated conditions, or which have been paid by accident, you must return those commissions to us as soon as you become aware that they should not have been paid. We reserve the right to collect overpayments from existing balances.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 As an Affiliate, you will need permission to use Materials. As part of this Agreement, we give you permission to use to the Materials provided ONLY in the banner or text links generated in your affiliate account.
(a) you will not claim or receive any right to use Materials other than the permissions set out in this Agreement and you will never own any of the
Materials;
(b) unless we give you our prior written consent, you cannot sub-license, sell or transfer the Materials to anyone else. Without our consent, you must not let
anyone else use the Materials at all; and
(c) you can only use the Materials on your website/blog in your capacity as an Affiliate in accordance with the terms of this Agreement. This website/blog must be that approved during the application process.
6. AFFILIATE OBLIGATIONS
6.1 You must always comply fully with these terms and conditions. Our Terms and Conditions will be updated from time to time, and only we can decide which changes will be made. If we update the Terms and Conditions we may let you know by posting information on the website, it is your responsibility to check our website for any changes to the Terms and Conditions.
6.2 You must notify us if your website is no longer active or if your website becomes owned by anyone else.
6.3 You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the affiliate network.
7. COOKIES
7.1 You must comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) (the “Regulations”). The Regulations are
designed to protect the public from the invasion of privacy and contain rules on how you can use Cookies. If you would like to learn more about the Regulations,
you should visit the website of the Information Commissioner‟s Office.
7.2 Complying with the Regulations will involve informing users of your website about how your website uses Cookies. Users of your website will also need to give you their consent to your website‟s use of Cookies. This includes Cookies you use or place on our behalf. It is up to you to decide how exactly to comply with the Regulations.
8. When you get the consent of the users of your website to Cookies, you must also get the consent of that user to the Cookies set out above.
9. DATA PROTECTION
9.1 Capitalised phrases used in this paragraph 9 have the meanings attributed to them in the Data Protection Act 1998 (the “DPA”).
9.2 You must comply with the DPA. If you act as our Data Processor, you will:
(a) only Process Personal Data in accordance with our explicit instructions;
(b) take appropriate technical and organisational measures against:
(i) the unauthorised or unlawful processing of Personal Data; and
(ii) the accidental loss or damage to Personal Data; as necessary to ensure our compliance with the seventh data protection
principle of the DPA; and
(c) notify us immediately if:
(i) you suspect any Personal Data Processed under the Agreement has been lost, destroyed or corrupted, or if you suspect any Personal Data
has been Processed in breach of the DPA;
(ii) you become aware of any complaint (or possible complaint) about the Processing of Personal Data under the Agreement;
(iii) a Data Subject requests disclosure of his or her Personal Data; or
(iv) not transfer the Personal Data outside the European Economic Area without our prior written consent.
10. COMMISSIONS AND PAYMENT
10.1 Our automated system detects the completed orders which have been generated via clicks on your website/blog and assembles a record of transactions which you can view from your account.
10.2 You will receive a commission payment 30 days after the completed order.
10.3 Commissions will be paid to you in the currency in which the respective Transaction was tracked. Commission rates are 20% of the VAT exclusive transaction value,
10.4 We will not make any payments which are less than a certain amount (called the “Minimum Threshold”). This is currently £39. If you have total commissions which are less than the Minimum Threshold, they will be held to your account. When the total amount of commissions held to your account reaches the Minimum Threshold, those commissions will become payable. The amount of the Minimum Threshold may change from time to time, and more information will be published at this time.
10.5 If we suspect you have generated commissions in breach of this Agreement you will, by way of future assignment, assign to us all of your rights and ownership in those commissions. This includes any commissions you have already been paid, which you will repay to us when we ask.
10.6 If we can‟t get in contact with you using the contact details set out in your application, and:
(a) we cannot pay you commissions because you have provided incomplete or incorrect payment information; or
(b) you don‟t log on to our website for 12 months; you waive your right to be paid those commissions and you assign (way of future assignment) all of your rights and ownership in any commissions which we are holding to your account.
10.7 If we are late paying you commissions, you cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
10.8 You will not receive any interest on commissions held to your account.
11. BILLING
11.1 You will not receive a separate bill for each commission payment but all posted transactions can be viewed from your account panel.
11.2 You must notify us immediately if you:
(a) stop being registered for VAT;
(b) transfer your business as a going concern; or
(c) become registered under another VAT number.
12. REPRESENTATIONS AND WARRANTIES
12.1 By entering this Agreement, you are making the following promises to us (known as
“Warranties”). You warrant that:
(a) you have full power and authority to enter into this Agreement;
(b) you are and will be responsible for compliance with all applicable laws, rules and regulations related to your website and the performance of your
obligations under this Agreement;
(c) you are solely responsible for your website, including:
(i) its development, maintenance and operation;
(ii) any of its content;
(iii) any technologies its uses; and
(iv) the means by which Visitors and other users access it; even if service providers help you to operate your website.
12.2 any information on your website regarding our courses, including pricing, discounts, promotions and description is (so far as you are aware) accurate, up to date, complete and non-misleading;
12.3 you own or have the right to use any content on your website and none of that content infringes the intellectual property rights of any third party; and
12.4 you will not do anything or omit to do anything which would cause us to be in breach of our own obligations under the DPA or the Regulations.
12.5 If you breach any of the terms of this Agreement, including any of the Warranties, you will indemnify us against any losses or liabilities (including
legal fees) we suffer which are arising in connection with that breach.
13. DISCLOSURE OF INFORMATION AND CONFIDENTIALITY
13.1 “Confidential Information” includes any information which is disclosed to you and marked or described as confidential. Confidential Information also includes any
information disclosed to you and which ought reasonably be treated as being confidential. Know-how, information about our course, data and software are all
examples of Confidential Information. If you are unclear on whether any information disclosed to you is Confidential Information, you should ask us whether
or not it can be disclosed.
13.2 Confidential Information does not include any information which is publicly available, unless it has become publicly available because you have disclosed it. Confidential Information also does not include any information which you receive from a third party, unless that third party is breaching an obligation of confidentiality by disclosing it to you.
13.3 You must not disclose any Confidential Information to any third parties and you must keep take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying your rights or fulfilling your obligations under this Agreement.
13.4 The disclosure of our Confidential Information may cause us harm which cannot be repaired, or may cause us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, you agree that we can obtain an injunction against you to prevent disclosure. Our right to an injunction is in addition to any other rights we may have to protect our Confidential Information. If the court grants us an injunction, you must pay all of our legal costs of applying for the injunction.
14. YOUR INFORMATION
By entering this Agreement, you consent to us publishing your name on our websites. You also consent to us publishing the information you provide to us on our websites, unless you notify us that that information is confidential or that information ought reasonably be treated as being confidential.
15. DISCLAIMER AND LIMITATION OF LIABILITY
15.1 THE ONE TRAINING SERVICES AFFILIATE NETWORK AND ANY SERVICES WE PROVIDE, AND THE USE AND RESULTS OF ANY OF THEM, ARE PROVIDED “AS IS”. WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED OR STATUTORY), RELATING TO THE ONE TRAINING SERVICES AFFILIATE NETWORK AND ANY SERVICES WE PROVIDE TO YOU. THIS INCLUDES IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULARPURPOSE. WE ALSO DISCLAIM ANY WARRANTY THAT: THE ONE TRAINING SERVICES AFFILIATE NETWORK AND ANYSERVICES WE PROVIDE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT; OR REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. IN PARTICULAR, WE MAKE NO WARRANTY THAT OUR METHODS AND SYSTEMS FOR TRACKING TRANSACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15.2 Subject to paragraph 15.4, we will not be liable to the you for: loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or the actions or omissions of any Merchants
15.3 Subject to paragraph 15.4, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the amount of the commissions actually paid to you under the Agreement in the twelve (12) months before the date on which the claim arose.
15.4 We are not limiting any of our liability for death or personal injury, or for liability incurred as a result of fraud or fraudulent misrepresentation.
16. RESERVATION OF RIGHTS
16.1 If we want, we can change, suspend or discontinue any of the services we provide to you, on any of our websites.
16.2 If a Visitor is directed to a our website, but that website is no longer operating, we can direct the Visitor to another website. This might mean you earn a different commission.
16.3 We keep for ourselves any of our intellectual property rights which are not expressly granted to you under this Agreement.
16.4 If we suspect you are in breach of this Agreement, we can take one or some of the following actions:
(a) suspend you from the ONE TRAINING SERVICES AFFILIATE NETWORK;
(b) remove or disable any course links placed on any of your websites; and
(c) withhold payment of any commissions held to your account.
17. TERM AND TERMINATION
17.1 The Agreement commences when you submit an application. The Agreement will stay in force until it is terminated in accordance with these terms and conditions. Either you or us can terminate this Agreement by giving the other party one months‟ written notice.
17.2 Either you or us can terminate this Agreement immediately by giving the other party written notice if the other party:
(a) is, or likely to become, insolvent or bankrupt
(b) is unable to pay its debts or negotiates with its creditors; or
(c) appoints an administrator or other insolvency practitioner.
17.3 If this Agreement is terminated, neither party will be obligated to pay the other party for any losses or costs which result from such termination.
18. CONSEQUENCES OF TERMINATION
If this Agreement is terminated for any reason:
18.1 all rights and liabilities which exist before the date of termination shall not be effected;
18.2 paragraphs 12, 14, 15, 18, 19 and 20 shall survive termination and stay in force;
18.3 all licences granted in this Agreement will terminate and you must immediately stop using the Materials;
18.4 you will not receive any commissions which are earned after the date of termination.
19. NOTICES
Notices under this agreement must be given in writing and sent to
19.1 affiliates@one-training.org.uk
19.2 To you: the address and contact details and email address sent out in your application.
20. GENERAL
20.1 The Agreement will be interpreted so as to give effect to the intention of the parties
and the spirit of the Agreement when taken as a whole.
20.2 In this Agreement, where any items are listed or given as examples, the list and
examples are not definitive. Therefore, items similar to the listed items or examples
may also be included. Where we use the singular tense in this Agreement, we are
also referring to the plural tense (and vice versa). When we refer to an individual,
we are also referring to companies and other incorporations.
20.3 This Agreement is personal to you. You may not assign or transfer any of your rights or obligations unless we agree in writing. We can assign or transfer any of our rights or obligations as long as we give you notice.
20.4 If you ever owe us money, we can deduct that money from any commissions we owe you.
20.5 Neither party will be liable under the Agreement if it is prevented from performing its obligations by anything beyond its reasonable control.
20.6 This Agreement will not constitute a partnership or joint venture of any kind between you and us, nor will it constitute any party the agent of another party for any
purpose. You have no authority bind us and we have no authority to bind you.
20.7 Third parties don‟t have any rights under this Agreement.
20.8 The Agreement is the whole agreement between you and us. Any older agreements between you and us relating this subject matter are replaced by this agreement.
Any terms or representations which are not included in this Agreement are not enforceable, but we are not limiting our liability for fraud or fraudulent
misrepresentation.
20.9 You and we irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute that arises out of this Agreement. The Agreement and any dispute arising out of it shall be governed by the law of England and Wales.
This Code of Practice, together with our terms and conditions (“Terms”), forms part of the Agreement between you and ONE Training Services Limited (“we” “our” or “us”).
Capitalised phrases used in this Terms and Conditions have the meanings attributed to them in the Terms.
1. GENERAL
1.1 When acting in your capacity as an Affiliate, you will act ethically and reasonably at all times.
1.2 You will not provide us with any information which is inaccurate, incomplete or misleading.
1.3 If we request, you will provide us with sufficient information about your business practices to enable us to evaluate your suitability as an Affiliate.
1.4 You will ensure that your websites do not reflect unfavourably on us.
Your website must be in keeping with the image presented by the course you promote.
1.5 You are responsible for the quality and origin of the Visitors you direct to our websites.
1.6 You will not hyperlink your website to any of our websites without our approval.
1.7 You will not interfere with any data sent to or from us or any of our websites.
1.8 You will periodically check our website for any changes to this Terms and Conditions.
2. CONTENT OF YOUR WEBSITE
2.1 You are solely responsible for any information or content on your website.
2.2 Your website will not contain, distribute or promote any information or content which:
(a) infringes any intellectual property rights;
(b) we consider to be:
(i) libellous or defamatory;
(ii) obscene or pornographic;
(iii) abusive;
(iv) violent or bigoted;
(v) dishonest or fraudulent;
(vi) in violation of any law; or
(vii) otherwise objectionable.
(c) we consider to be promoting or condoning any of the items listed in paragraph (b).
2.3 Your website will conform to good advertising practices, including any advertising codes of best practice.
3. MANIPULATION OF THE ONE Training Services Affiliate Network
3.1 You will not cause or attempt to:
(a) manipulate or subvert the operation of the ONE Training Services Affiliate Network, or any of our websites;
(b) interfere with any system for tracking Visitors or Transactions, or for paying commissions;
(c) cause any commissions to be paid to you other than in respect of bona fide and validated Transactions;
(d) earn commissions other than in respect of Visitors which actually and intentionally access our website via a course link.
3.2 Your website will not make any use of any:
(a) computer hacking;
(b) „spam‟ or use unsolicited marketing;
(c) computer viruses, spyware, adware, malware or malicious software code;
(d) methods of influencing a search engine’s operation in breach of that search engine’s terms of use;
(e) software emulation;
(f) robots (other than hyperlink checkers), forced clicks, automatic openings of websites, automatic Cookie dropping or „Cookie stuffing‟.
3.3 You will not place or use any software on an internet user‟s computer or phone (or other device used to access the internet) which can disable, remove or place
Cookies, or which promotes or displays course links. This includes as part of a shopping assistant‟, price comparison‟, or „reminder‟ service.
4. Course Link and Banners (generated from your approved account)
You will:
4.1 do what you can to help us to ensure that the course links are working properly;
4.2 only use the course links to procure validated Transactions;
4.3 Not use the course links:
(a) to mislead Visitors;
(b) in any way that may alter the look, feel or functionality of the our Website;
4.4 not use hyperlinks to our Websites other than the course links provided by or approved by us.
5. HARDCODING
You acknowledge that hard-coding any banner, button or course link into your website may impact their future accuracy.
6. TRAFFIC DATA
6.1 You will immediately provide us with information on the origins of all Visitors you direct to our websites (“Traffic Data”) if we ask.
6.2 You will be responsible if any Traffic Data you provide is inaccurate, incomplete or misleading even if service providers help you to operate your website or to direct visitors to our Websites.
You will immediately notify us if you become aware that we have received Traffic Data which is inaccurate, incomplete or misleading.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 You will not infringe any of our intellectual property rights.
7.2 You will not use any domain name which is confusingly similar to the domain name of any of our websites.
7.3 You will not use or attempt to register any trade marks or trade names that are confusingly similar to any trade marks owned or used by us.
8. COMPLIANCE WITH THE SPIRIT OF THIS Terms and Conditions
The rules contained in this Terms and Conditions are not exhaustive, and you will not breach the spirit this Terms and Conditions. Only we can decide what constitutes a breach of the spirit of the Terms and Conditions.