AFFILIATE PROGRAMME TERMS AND CONDITIONS

BACKGROUND:

These Terms and Conditions apply to participants in the Cross Digital Affiliate Programme (“the Affiliate Programme”) operated by Cross Digital Ltd, a company registered in England and Wales under company number 10157215 whose registered office is at  1 Highcroft Court, Exeter, EX4 4RW (“the Company”).

The Company operates the website https://www.cross-digital.co.uk (“the Company Website”) for the purposes of promoting and selling digital marketing services. Affiliates participate in the programme to promote the Company’s services in return for commission on successful referrals.

Affiliates participating in the Affiliate Programme shall include one or more unique referral links on their Affiliate Websites which shall link to a unique referral link on the Company Website.

By accepting these Terms and Conditions, the Affiliate hereby applies to become a member of the Affiliate Programme subject to these Terms and Conditions and shall enter into a contract with the Company on those terms upon the Company’s acceptance of the Affiliate’s application, as described in Clause 2.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Affiliate Referred User”

means any person or business who either clicks through to the Company Website via the Affiliate’s Unique Referral Link or is otherwise referred to the Company by the Affiliate through an approved direct introduction (such as an email introduction);

“Affiliate Website”

means the website of an Affiliate enrolled in the Affiliate Programme;

“Agreement”

means the agreement entered into by the Company and the Affiliate incorporating these Terms and Conditions which shall govern the Affiliate Programme, as described in Clause 2;

“Commission”

means the commission payable by the Company to the Affiliate for Completed Sales, as set out in Clause 7;

“Completed Sale”

means a completed purchase of the Company’s services by an Affiliate Referred User (as defined above), including users introduced directly by the Affiliate, where that purchase is completed and paid for in full to the Company;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Effective Date”

means the date of the Agreement, as described in sub-Clause 2.4;

“Net Revenue”

means, in respect of each Completed Sale, the gross revenue received by the Company, exclusive of VAT and any other tax, after the deduction of any rebate, allowance, credit, or other adjustment granted or allowed with respect to that Completed Sale, and any service fees or fulfilment or other charges (including credit card charges) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Completed Sale.

“Referred Client”

means a new client of the Company who was referred by the Affiliate, whether via a Unique Referral Link or a personal introduction, and who results in a Completed Sale.

“Unique Referral link”

means a unique URL or other tracking identifier provided by the Company to the Affiliate for the purpose of identifying and crediting the Affiliate’s referred clients;

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1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions; and

1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.

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1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

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1.4 Words imparting the singular number shall include the plural and vice versa.

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1.5 References to any gender shall include any other gender.

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1.6 References to persons shall include corporations.

2. Enrolment in the Affiliate Programme

2.1 Acceptance of these Terms and Conditions constitutes an application to enrol. Applications will be manually reviewed by the Company.

2.2 The Company reserves the right to accept or reject any application at its sole discretion.

2.3 A contract is only formed upon the Company’s written acceptance of the Affiliate’s application.

2.4 Upon the Company’s acceptance of the Affiliate’s application to enrol in the Affiliate Programme, a contract shall be formed between the Company and the Affiliate, subject to and incorporating these Terms and Conditions (“the Agreement”). The Affiliate shall be notified forthwith and the date on which the Agreement is formed shall be referred to as the Effective Date.

2.5 The Agreement shall be non-exclusive and shall not restrict or prevent the Company from entering into similar or different arrangements with third parties.

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3. The Company’s Obligations

3.1 The Company shall be responsible for operating and maintaining the Company Website.

3.2 The Company shall create, provide, and maintain a Unique Referral Link (or other unique tracking identifier) for each Affiliate to use in promoting the Company’s services. This link may be shared online or alongside personal introductions in accordance with this Agreement.

3.3 The Company shall provide to the Affiliate the required materials to link to the unique referral link. 

3.4 Access to the Company Website shall be provided to all Affiliate Referred Users in accordance with the Company’s standard website terms of use, terms of sale, terms of service, privacy policy, and other applicable terms and policies which may apply from time to time.

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4. Affiliate’s Obligations

3. The Affiliate shall use all commercially reasonable endeavours to market and promote the Company’s services to potential clients – whether by sharing the Affiliate’s Unique Referral Link or by making personal introductions and referrals – in order to generate the maximum number of Completed Sales.
4. The Affiliate shall operate and maintain any promotional platforms in a professional and accurate manner as under sub-Clause 5.1 and provide the materials set out in sub-Clause 5.2.
5. The Affiliate shall provide the Company with all reasonable co-operation required in relation to the Company’s performance of its obligations under the Agreement.
6. The Affiliate shall provide the Company with access to any and all information which may be reasonably required by the Company in relation to the Company’s performance of its obligations under the Agreement.
7. The Affiliate shall comply with all applicable laws and regulations with respect to its business and to the Agreement.
8. In the event of any delay on the part of the Affiliate in the performance of its obligations under the Agreement, the Company shall have the right to proportionately adjust any dates for performance of its own obligations to the Affiliate as is reasonably necessary.
9. The Affiliate shall have no authority to legally bind the Company with respect to Affiliate Referred Users, other users, or any other party. The Affiliate shall not be appointed an agent of the Company for any purposes. The Affiliate shall not make any representation or commitment about or on behalf of the Company, the Company Website, or the Company’s services.

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5. The Affiliate Website and Materials

4. The Affiliate may promote services via website, social media, email or direct introductions, subject to approval.
5. The Affiliate may promote the Company’s services using a Unique Referral Link or through direct personal introductions (such as email introductions), subject to prior approval by the Company. All promotions or introductions must be professional, accurate, and not misrepresent the Company or its services.
6. Affiliates may receive access to the Company’s Affiliate Resource Hub containing promotional materials and referral tools.
7. Any promotional activity must not misrepresent the Company or its services.

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6. Commission and Payment

6. The Company shall pay Commission on Net Revenue received from Referred Clients introduced by the Affiliate.
7. The Affiliate will receive 10% of the Net Revenue (excluding VAT) paid by each referred client for the first three months.
8. Commission is payable monthly, no later than the 15th of the following month, provided the Company has received full payment from the referred client.
9. Commission shall be paid in respect of a referred client only for the first 3 months following the date that client first becomes a paying customer of the Company.
10. No commission is due on any refunded payments, chargebacks, or if the Company does not receive payment from the client for any reason.

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7. Intellectual Property Rights

7. Upon the Affiliate’s enrolment into the Affiliate Programme, the Company shall grant to the Affiliate a non-exclusive, non-transferrable, royalty free licence to use the Company’s trade marks and any and all other materials provided by the Company to the Affiliate to the extent required to establish links, in the form of unique referral links, to the Company Website and to perform the Affiliate’s obligations under the Agreement.
8. By enrolling in the Affiliate Programme and submitting the materials specified in sub-Clause 5.2 to the Company, the Affiliate shall grant to the Company a non-exclusive, non-transferrable, royalty free licence to use the Affiliate’s trade marks and any and all other materials to the extent required to operate the Affiliate Programme and to perform the Company’s obligations under the Agreement.
9. The Affiliate acknowledges and agrees that the Company (and its licensors, as applicable) own all intellectual property rights in the Company Website, any materials provided by the Company, and the Company’s services. Except as expressly stated herein, the Agreement shall not grant the Affiliate any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Company.
10. The Company acknowledges and agrees that the Affiliate (and its licensors, as applicable) own all intellectual property rights in the Affiliate Website and any materials provided by the Affiliate. Except as expressly stated herein, the Agreement shall not grant the Company any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the Affiliate.

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8. Confidentiality

8. Except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Agreement and for 3 years years after its expiry or termination:
   
   1. keep confidential all Confidential Information;
   2. not disclose any Confidential Information to any other party;
   3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
   4. not make any copies of, record in any way or part with possession of any Confidential Information; and
   5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.
9. Either Party may:
   
   1. disclose any Confidential Information to:
      
      1. any sub-contractor or supplier of that Party;
      2. any governmental or other authority or regulatory body; or
      3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law. In each case that Party shall first inform the person, party, or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1(b) or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

2. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

3. The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Agreement for any reason.

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9. Data Protection

9. Each Party shall at all times, and at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time in the United Kingdom with respect to the use of personal data, and shall assist the other Party in complying with the same.
10. The legislation and regulatory requirements referred to in sub-Clause 10.1 include, but are not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.

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10. Indemnity

10. Subject to sub-Clause 11.3, the Affiliate shall indemnify the Company against all liabilities, costs, expenses, damages, and losses (including, but not limited to, direct or consequential loss, loss of profit, loss of reputation, and any and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable costs and expenses) suffered or incurred by the Company arising out of or in connection with the Affiliate Website or the marketing or sale of goods or services on the Affiliate Website.
11. Subject to sub-Clause 11.3, the Company shall indemnify the Affiliate against all liabilities, costs, expenses, damages, and losses (including, but not limited to, direct or consequential loss, loss of profit, loss of reputation, and any and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable costs and expenses) suffered or incurred by the Affiliate arising out of or in connection with the Company Website or the marketing or sale of goods or services on the Company Website.
12. The indemnities set out in sub-Clauses 11.1 and 11.2 shall apply provided that:
    
    1. The indemnifying Party is given prompt notice of any such claim;
    2. The indemnified Party provides reasonable co-operation to the indemnifying Party in the conduct of such claim at the indemnified Party’s expense; and
    3. The Indemnifying Party is given the sole authority to defend or settle the claim.

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11. Liability

11. Subject to sub-Clause 12.4, neither Party shall be liable to the other, whether in contact, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.
12. Subject to sub-Clause 12.4, Neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
    
    1. Any loss arising out of the lawful termination of the Agreement or any decision not to renew its Term; or
    2. Any loss that is an indirect or secondary consequence of any act or omission of the Party in question.
13. Subject to sub-Clause 12.4, the total liability of either Party to the other in respect of all other loss or damage arising under or in connection with these Terms and Conditions or the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £1,000 for the entire Term of the Agreement (including renewals).
14. Nothing in these Terms and Conditions or the Agreement shall limit or exclude the liability of either Party for death or personal injury caused by its negligence or the negligence of its directors, officers, employees, agents, sub-contractors or advisers; fraud or fraudulent misrepresentation; liability under the indemnity provisions set out above in Clause 11; or for any other matter in respect of which it would be unlawful to exclude or restrict liability.

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12. Term and Termination

12. The Agreement shall commence on the Effective Date and shall continue until terminated as per Clause 13.
13. Either Party shall have the right, exercisable by giving not less than 30 days’ written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 13.1 (or any further period for which the Agreement has been extended) to extend the Agreement for a further period.
14. The Company may terminate the Agreement on notice at any time if it discontinues or withdraws (in whole or in part) the Affiliate Programme. The Company shall use reasonable endeavours to provide the Affiliate with as much notice as is reasonably possible. Such termination shall be without any liability to the Affiliate.
15. Either Party may terminate this Agreement at any time by giving 30 days’ written notice to the other Party.
16. Without prejudice to any other rights or remedies to which either Party may be entitled, either Party may terminate the Agreement (without liability to the other) if:
    
    1. the other Party commits any other material breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days’ after being given written notice giving full particulars of the breach and requiring it to be remedied;
    2. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
    3. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
    4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
    5. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
    6. the other Party ceases, or threatens to cease, to carry on business; or
    7. control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
17. For the purposes of sub-Clause 13.5.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
18. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

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13. Effects of Termination

Upon the termination of the Agreement for any reason:

1. any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
2. all licences and benefits granted under the Agreement shall terminate immediately;
3. each Party shall return to the other Party (or destroy or otherwise dispose of, as requested) and make no further use of any materials, property, or other items (and any and all copies thereof) belonging to the other Party;
4. each Party shall (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information;
5. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect; and
6. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination.

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14. Anti-Bribery Provisions

14. Both Parties shall act in good faith with respect to the provisions of this Agreement and shall conduct themselves in accordance with the spirit and anti-bribery provisions of the Bribery Act 2010.  Each Party shall ensure proportionate compliance with this Clause 15, taking into account factors including, but not limited to, the size and nature of its business; the markets and territories in which it operates; and the nature of any other parties with which it transacts including, but not limited to, contractors, agents, suppliers, service providers and clients.
15. In particular, neither Party shall offer, request, agree to receive or accept anything that may, under the relevant provisions of the Bribery Act 2010, constitute a bribe including, but not limited to, financial incentives and disproportionately lavish hospitality (or promises thereof) designed to induce, reward or constitute improper performance by the Party concerned of its obligations.
16. Each Party shall ensure that adequate procedures are in place to prevent any associated persons (as defined by Section 8 of the Bribery Act 2010) from bribing another person with the intention of obtaining or retaining business, or obtaining or retaining an advantage in the conduct of business, for that Party insofar as any actions of such associated persons relate to this Agreement.

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15. Force Majeure

15. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.
16. In the event that a Party cannot perform their obligations as a result of force majeure for a continuous period exceeding 60 days, the other Party may at its discretion terminate the Agreement by 7 days written notice at the end of that period.

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16. Further Assurance

Each Party shall execute and do all such further deeds, documents, and things as may be necessary to carry the provisions of the Agreement into full force and effect.

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17. Assignment and Other Dealings

17. The Affiliate shall not assign, mortgage, charge (otherwise than by floating charge), declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the Company, such consent not to be unreasonably withheld.
18. The Company may assign, mortgage, charge, declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder.

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18. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

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19. Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

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20. Notices

20. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
21. Notices shall be deemed to have been duly given:
    
    1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
    2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
    3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
    4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

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21. Entire Agreement

21. The Agreement, incorporating these Terms and Conditions, constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
22. Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

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22. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

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23. Dispute Resolution

23. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
24. If negotiations under sub-Clause 24.1 do not resolve the matter within thirty (30) Business Days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
25. If the ADR procedure under sub-Clause 24.2 does not resolve the matter within sixty (60) Business Days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
26. The seat of the arbitration under sub-Clause 24.3 shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties.  In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
27. Nothing in this Clause 24 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
28. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 24 shall be final and binding on both Parties.

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24. Law and Jurisdiction

23. _The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
24. Subject to the provisions of Clause 24, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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4. Copyright

4.1. The materials on our website are owned by us and we reserve copyright and all other rights in them. Our name and any image or logo we use to identify ourselves are our trade marks and may not be reproduced without our permission in writing.​​

4.2. You may download, print and store information from this website while acknowledging our copyright in it.

5. Children

5.1.  Our products are not aimed at people under the age of 16.  We would not knowingly sell our products or services to anyone under the age of 16 without the consent of a parent or guardian.​​

6. Terms and Conditions for Online Applications

a. Data Privacy:
By submitting your application through our online form, you consent to our collection, storage, and use of the personal information provided by you as described in our Privacy Policy. We will process your data exclusively for recruitment purposes, evaluating your suitability for the role for which you are applying, and managing your relationship with us. Your personal information will be kept confidential and secure, and it will not be shared with third parties without your explicit consent, except as necessary to comply with legal obligations.

b. Accuracy of Information:
You declare that all information submitted in your application is accurate, complete, and true. You acknowledge that providing false or misleading information during any stage of the application process may lead to your application being rejected or, if discovered after employment commences, to disciplinary action or dismissal.

c. Communication Consent:
You agree to accept communications from us regarding your application and other employment-related matters, which may include but are not limited to, emails, telephone calls, and text messages.

d. Acceptance of Terms:
By clicking “Submit” on the application form, you confirm that you have read, understood, and agree to these terms and conditions. You acknowledge that these terms form part of the agreement between you and [Your Company Name] regarding your application.

7. CHOICE OF LAW

7.1. Our website and these terms and conditions shall be governed by English law and subject to the exclusive jurisdiction of the English Courts.

8. COMPANY REGISTRATION INFORMATION

8.1  Cross Digital Ltd is a company registered in England and Wales, registration number 10157215. Registered office address: 1 Highcroft Court, Exeter, EX4 4RW, United Kingdom. Vat registration number 250904717.

Website hosted by domains.google.com

Contact: info@cross-digital.co.uk, 1 Highcroft Court, Exeter, EX4 4RW, United Kingdom.