Home > Affiliate Terms and Conditon
NETWORKS
NEW ARRIVALS
MANUFACTURERS FREE GIFTS MOBILE PHONES RELATED PRODUCTSAffiliates Terms and Conditions
You (hereinafter “Affiliate”) by clicking the ‘I Accept’ button agree to be bound by the following terms of use (hereinafter “Terms”), which governs the affiliate services offered by Rupiz Compare Limited (Hereinafter referred to as “Company”) through www.ask4phone.co.uk (Hereinafter referred to as "Website") and constitutes your binding obligations towards the Company. The Company is engaged in the business of providing comparison services for mobile phones, Laptops, Cordless Phones and other similar products & services to its users through the Website. The Company has agreed to provide the below mentioned services to the Affiliate, who has shown interest in joining the Affiliate panel of the Company and has agreed to avail the said services on the following terms and conditions:
Definitions |
|
| Admin Panel | A user panel on the Website, provided by the company to the Affiliate through the interface of World Wide Web (INTERNET), which the Affiliate can access through a USER ID and Password, provided by the Company. The Admin Panel will be made available to the Affiliate after its application to avail the Affiliate services of Company has been accepted by the Company and the affiliate website is active. The Admin panel will consist of information relating to, User Management, Reporting, White Label Solution, Widgets, XML Feeds and SEO Management. |
| Affiliate | An Entity or an Individual having a website, who is using the ‘White Label Solution, Widgets or XML Feed’ from the company and who places Merchant’s product links, provided by the Company on the Affiliate website, which when clicked by a visitor, takes the visitor to the Merchant’s website, where the visitor may purchase Merchant's products or may avail the services provided by that particular Merchant. |
| Affiliate Website | A website maintained by the Affiliate, hosted against a Domain name owned by the Affiliate, upon which Affiliate places Merchant's Product Links by using the White label solution, Widgets or XML Feeds provided by the Company during the term of this agreement. |
| Merchant | A company whose products and/or services are advertised/ promoted on the Company’s website and/or on its Affiliate websites, through the use of White label solution, Widgets or XML Feeds. |
| Merchant's Product Links | Links of Merchant’s products and/or services made available by the Company to the Affiliate through White label solution, widgets and XML Feeds, which displays the product image, features, description, etc. of Merchant’s products and/or services on the Affiliate website. |
| Reporting | Reporting means the facility made available on the Admin Panel, which allows the Affiliate to check the sales status for the Merchant's products/ services, for which a link was placed on Affiliate Website using the White label Solution, Widgets or XML Feeds provided by the company. |
| SEO Management | SEO Management means the facility which allows the Affiliate to conduct SEO activities, including link building with third parties, on page SEO activities and other SEO activities, for driving user traffic to the Affiliate Website. |
| User Management | User Management, means the facility which allows the Affiliate to appoint & manage the Sub-Users authorized to access the Admin Panel, change the personal and bank details of Affiliate or of other authorized users, etc. |
| White label solution | A solution provided by the Company to the Affiliate which allows the Affiliate to show the links of Merchant's products/services on the Affiliate Website in the look and feel of the Company’s website. |
| Widgets | A graphic user interface, which can be used by a visitor to the Affiliate Website to search for various products and/or services, which have been made available through Merchant's products/services links. |
| XMLFeeds | Feeds containing Merchant's products/services links made available to the Affiliate through the Company’s website |
| Confirmed Sale | When the Merchant confirms a sale to the Company, which has been generated through the Affiliate website, it becomes a confirmed sale. |
Services & FeaturesCompany may provide any (or all) of the following services to the Affiliate, as per its agreement with the Affiliate: |
|
| White label Solution | Company will provide the White label Solution to the Affiliate for the Affiliate website, containing the live product feeds from the merchants or networks. The Affiliate will have the option to edit or amend some details as available on the Affiliate Website, through an Admin Panel. They can view the Sales report, Payment status, update their financial information, manage users, add links, etc., through the Admin Panel. |
| Widgets | Company will provide Widgets containing Merchant's Product links to the Affiliate, which an affiliate can configure, modify or alter, as permitted by the Company. |
| XML Feeds | Company will provide XML Feeds containing Merchant's Product links to the Affiliate, which an affiliate can display on its website. |
| Company will also provide following features to the Affiliates, as per its agreement with the Affiliate: | |
| SEO Management | Company will provide SEO Management through the Admin Panel, which will allow the Affiliate to conduct Link Building activities, on page SEO activities and other SEO activities. Affiliate shall be solely responsible for the link building with third Parties, on page SEO activities and other SEO activities done through the use of the SEO Management Platform. |
| Affiliate Linking | Company will provide a link on the affiliate website, using which the third parties can become an affiliate of the Company. Company will not be liable to pay to the Affiliate any commission/ charges for this activity. |
Term & Termination |
| This agreement will be effective for an initial term of one (1) year from the date when the Company approves the Client's application to become an Affiliate, and shall automatically renew thereafter for terms of one year each, unless terminated as mentioned below.. |
| Either party may terminate this agreement at any time by giving 15 (fifteen) days prior written notice to the other party. |
Company may terminate the agreement immediately without notice, and without incurring any liability on its part, if:
|
| Either party may terminate this Agreement immediately without notice if the other party ceases to carry on business or goes into liquidation (other than voluntary liquidation for the purpose of a bonafide reconstruction or amalgamation) or is dissolved or struck off or if the other party is unable to pay its debts as they mature or it suffers the appointment of a receiver, administrative receiver or administrator (or any similar official or process under the law of its domicile or place of incorporation) of the whole or any part of its assets or is the subject of any bankruptcy proceedings. |
| Subject to termination clause mentioned herein, Company will pay all Commissions earned and due up to the date of termination notwithstanding termination of this Agreement. |
| Notwithstanding the termination of this agreement, Clauses 3, 4, 5, 6, 7, 8, 9, 10, 11 and 14 will survive termination of this Agreement. |
| Upon termination of this Agreement for any reason whatsoever, the Company will stop providing the services to the Affiliate. Upon termination of this agreement, the license granted to the affiliate to use the Whitelabel solution, Widgets, XML Feeds and/or any other content provided by the company in the Affiliate website, shall terminate, and affiliate will immediately stop representing any association with the Company. Affiliate shall retain the ownership in its Trading Name, Logo and any other material, which was not provided by the Company. |
| Company reserves the right to suspend the agreement or services forthwith without notice upon happening of an event that gives it a right to terminate this agreement or if a dispute arises between the parties, relating to the terms of this agreement or provisioning of services. |
Payment |
| During the term of this Agreement, the company will pay to the Affiliate a percentage of commission it receives from the Merchant for the confirmed sales through the Affiliate Website. The prevailing percentage rate of commissions will be informed to the Affiliate on a regular basis through email. |
| Company will make the payment to Affiliate on the basis of Commission structure provided by the Merchant partners. |
| Subject to termination clause mentioned above, upon termination of this Agreement for any reason whatsoever, Company may withhold Affiliate's final payment for a reasonable time, not to exceed 90 days from the due date, to ensure that the correct amount is paid. |
| Company will raise a daily report consisting of all pending, declined and confirmed sales generated through the Affiliate website, which the Affiliate can access through the Admin Panel. |
| Company will self generate the invoice on or before 15th day of every month for the commissions earned by the affiliate for each confirmed sales in the previous month, for which Company has received the payment from the merchants. Company shall not be liable to pay the commissions accrued in respect of a confirmed sale, until and unless a Merchant has paid the amounts due to the Company. |
| Company will pay the commissions accrued in the previous month to the Affiliate on the 15th Day of next month, as per the invoice generated by the Company and on the basis of the daily reports of the company. The payment date may extend to the next working day in case the 15th day is a holiday. Company reserves the right to change the payment date in its sole discretion. . |
| The payment will be paid to affiliate only if the unpaid, cumulative payment due to the Affiliate in a payment cycle is equal to or more than £50. If the unpaid, cumulative payments are less than £50, commission will be paid in the next payment cycle. The said amount will not accrue any interest. |
| Company reserves the right to withhold any outstanding amount due to affiliate, in case of any dispute. The company will make the payment of any undisputed amount as per the terms of this Clause. |
| Payment will be made via BACS, Cheque, or other modes as specified by Company from time to time. Company reserves the right to finalize the mode of payment to an Affiliate. Company in its sole discretion may change the mode of payment at any time. Affiliate shall be liable to bear the payment transfer charges or any bank charges, which the Company may deduct from the commissions payable to the Affiliate. The payment will be made in GBP only. |
| To receive the payment, Affiliate must provide the correct Bank details in the Admin panel. Any changes to the Bank details shall be immediately notified to the Company in writing. Under no circumstance, company shall be liable for any payment made to wrong bank accounts, failure by Affiliate to notify the correct account information or due to the Affiliate's delay in providing the information to Company. |
| If a Merchant imposes a claw-back on the Company or demands refund of any payments from the Company, whether or not in respect of a confirmed sale, for reasons including but not limited to, fraudulent sale, order cancellation by a customer, dispute with payment gateway provider or banks, unaccounted payments, etc., in such cases, Company shall deduct the such payment, from the commissions already accrued into the account of Affiliate. Where the commission accrued into the accounts of the Affiliate is found insufficient to satisfy such claw-back or demand made by the Merchant, Affiliate shall pay the amount to the Company, within 24 HRS of its demand made by the Company. |
Affiliate's responsibilities |
| Company will provide an Admin Panel to the Affiliate, through which it can view, modify and review the content provided by the company on the Affiliate website. Under no circumstances, Affiliate shall make any addition to the content provided by the Company or a modification to a product description, which shows the product, its features, pricing, or any other feature of the product, contrary to the content provided by the Company or in a manner detrimental to the interests of the Merchant or the company. |
| Affiliate will be responsible to review all the content made available by the company, through the Admin Panel, including but not limited to, updated Commission charges, sales report etc., on a regular basis for its information purposes. |
| Affiliate will have access to Admin Panel through the USER ID and Password unique to the Affiliate, as provided by the Company. It is advisable that Affiliate changes the Admin panel’s Password for security reasons. Affiliate agrees to maintain the confidentiality of the USER ID and Password, and not to share it with any person other than the one authorised by the Affiliate to access the Admin Panel. Affiliate may create and appoint new users through the Admin Panel, who can manage the Affiliate website and access some information on behalf of the Affiliate, as provided by the Affiliate. Affiliate agrees that it will be responsible for all the changes, additions, deletions made by such users, and for any consequences arising due to such activity of the users. Affiliate shall be responsible for all the actions committed under its account. |
| Affiliate can amend the landing page content, product key features and product descriptions. In relation to the Whitelabel Services, the Affiliate must send a written request to the Company to include any of its Trade marks, Logos, Terms of use for its website, or any other content on the Affiliate Website, for which it does not have the rights on the Admin panel. Company in its sole discretion may upload or reject to upload the content submitted by the Affiliate to be included on the Affiliate website. Affiliate shall not infringe on any third party intellectual property rights by submitting any content to its website. |
| Affiliate warrants, if individual, that he/she is of at least 18 years of age or above. |
| The authorized signatory for the Affiliate warrants that he/she has all the necessary permissions and authorizations to bind the Affiliate organization with and to enter into this agreement on behalf of the Affiliate Organization. |
| Affiliate agrees and warrants that any information provided by it to the Company is accurate and true. Affiliate warrants that by providing any personally identifiable information to the Company, the Affiliate has not impersonated any other person or entity. |
| Affiliate agrees to comply with applicable laws and the Company shall not be responsible in any manner in respect of Affiliate website, its acts and/or omissions. |
| Affiliate agrees not to provide, promote, distribute, or publish any content on Affiliate website which is libellous, defamatory, obscene, pornographic, abusive, fraudulent, or violates any law or rights of third party or of company, including but not limited to intellectual property rights. |
| Affiliate shall not display any content or links provided by the Company in a manner intended to send a visitor to a site other than the Merchant's Website. |
| Affiliate shall be responsible for all marketing activities undertaken by it to promote the Affiliate website, and for consequences arising out of it, especially ones resulting in a loss or claim against the company by any third party. In such an event, the Affiliate shall be liable to indemnify the Company, its directors, employees, and agents for all losses or claims made by such third parties. |
| For the duration of this agreement, Affiliate shall not avail a similar service (for similar products) from any third party, on the Affiliate's domain name using the Company's White Label Solution, Widget and XML Feeds. In case of violation of this term, company shall have the right to terminate this agreement forthwith and forfeit any outstanding commissions due to the Affiliate. |
Company's rights |
| Company may monitor the Affiliate Website on regular intervals to monitor the compliance of the terms of this agreement by the Affiliate. Company may notify the Affiliate to make suitable amendments to the Affiliate website to ensure compliance with the terms of this agreement or terms of an agreement that company has entered into with any Merchant or Network. Affiliate shall be liable to immediately remove or modify the content on the Affiliate website, in the manner notified by the Company. Company may terminate the agreement and forfeit all outstanding commissions due to the Affiliate, if such modifications are not made by the Affiliate within the time notified by the company. |
| In addition to these terms, additional third party terms, including sales terms of Merchant partners may apply to the Affiliate and to the customers making a purchase through the Affiliate website. Any merchant's sales terms shall be in addition to these terms and in case of a conflict between these terms and the Merchant's Sales terms, these terms shall prevail. |
| Company may publish any advertisement (including banners, skyscrapers, etc.) on the Affiliate website, for which affiliate will not be paid any commissions. |
| Company will notify to the Affiliate any amendment to these terms. Affiliate agrees to be bound by the amended terms upon receipt of notification from the company. If any modification is unacceptable to the Affiliate, the Affiliate's sole remedy will be to terminate this agreement, as per the termination clause mentioned above. |
| Affiliate will not collect any personally identifiable information of the Customers. In case the Affiliate violates the provision of this clause, Company will immediately terminate the agreement and Affiliate will also be solely responsible under the applicable and relevant laws. Company reserves the right to initiate civil and criminal action against the Affiliate for breach of this obligation by the Affiliate. Affiliate shall be liable to indemnify the Company, its director's and/or merchants from all losses, third party claims and/or fines imposed by any regulatory bodies on the company or the Merchant due to an act and/or omission of the Affiliate or a violation of this term by the Affiliate. |
1.Intellectual Property Rights |
| All intellectual property in the content provided to Affiliate under this agreement by the Company is and will be the exclusive property of the company, Merchants or its licensors. Affiliate understands and agrees that company, merchants or its licensors will retain absolute ownership in the content. |
| Company grants to Affiliate a non-exclusive, non-transferable license to use the content solely for the purposes of, and to the extent necessary for, the performance of this Agreement during the Term and not in connection with any other service or product or for any other purpose. |
| The license granted under clause 7.2 will automatically terminate upon termination or expiry of this Agreement. |
In respect of the Content, Affiliate agrees not to (without the Company's prior written consent) assist, authorize, encourage or permit any third party to:
|
| Affiliate agrees to notify the company as soon as reasonably practicable in writing upon becoming aware of any misuse of the content or use of such content otherwise than in accordance with the terms of this Agreement. |
| Any goodwill earned in any trade marks, brands or logos used in connection with this Agreement will belong to its respective owner(s). Each party will retain absolute ownership of their respective Materials and nothing in this Agreement confers or transfers any right, license, title or interest in the same except as set out above.. |
Disclaimers |
| COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ANY SERVICES PROVIDED UNDER THE TERMS OF THIS AGREEMENT AND/OR REGARDING MERCHANT'S PRODUCTS/SERVICES. COMPANY EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED FUNCTIONING OF WEBSITE OR SERVICES. |
| COMPANY TAKES EVERY CARE AND PRECAUTION TO ENSURE THAT CONTENT PROVIDED ON THE AFFILIATE WEBSITE BY THE COMPANY IS ACCURATE WHEN POSTED AND IS REGULARLY UPDATED, BUT COMPANY DOES NOT GUARANTEE ITS ACCURACY AND TAKE NO RESPONSIBILITY, INCLUDING BUT NOT LIMITED TO, ANY LIABILITY FOR MISLEADING OR DEFAMATORY STATEMENTS, CONSEQUENCES OF ERRORS OR OMISSIONS, RELEVANCE, ACCURACY, COMPLETENESS OR QUALITY OF THE INFORMATION PROVIDED. COMPANY BELIEVES THE CONTENTS TO BE TRUE AND ACCURATE AS AT THE DATE OF PUBLISHING. |
Representation & WarrantyAffiliate represents & warrants that |
| It will carry out its obligations under this Agreement with all reasonable skill, care and diligence and in a professional manner and ensure that all of its staff, agents and contractors are sufficiently trained and competent to perform their obligations under this Agreement; |
| It will not post, upload, transmit or otherwise make available on to website(s) any content that is unlawful, harmful, threatening, abusive, harassing, vulgar, (including, without limitation, pornography, drug abuse and violence), obscene, libellous, invasive of another's privacy, infringes on a third party's intellectual property rights, hateful, or racially, ethnically or otherwise objectionable, unlawful or in anyway prejudicial to the legitimate business interests of the other party; |
| It will not cause or introduce a software virus or other disruptive programme(s) to the website; |
| It will comply with all applicable laws, regulations, codes of practice and acceptable industry standards relating to its performance of this Agreement including without limitation those relating to data protection, consumer protection, etc.; |
| It owns all the intellectual property rights in its content or has the full right to use such content for the purposes of this Agreement and that such content will not infringe the intellectual property rights of any third party; |
| It will not do or omit to do anything that would cause the other party to be in breach of any applicable regulations or the requirements of any authority; |
| It has full capacity and authority to enter into and perform its obligations under this Agreement; and |
| It possesses all or any authorizations, insurances, consents and licenses from all relevant authorities as are necessary or desirable to enable it to discharge its obligations fully and effectively under the Agreement and will immediately notify the other party of any material alteration, termination or withdrawal of any of its authorizations, insurances, consents or licenses. |
Limitation of Liabilities |
| COMPANY WILL NOT BE LIABLE TO THE AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOOD WILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISION PAID TO THE AFFILIATE UNDER THIS AGREEMENT, IN THE LAST MONTH PREVIOUS TO THE MONTH IN WHICH THE EVENT OCCURRED, GIVING RISE TO A CLAIM. |
Indemnity |
| Affiliate will indemnify and hold harmless Company and its employees, representatives, agents, Merchants and/or partners against any and all claims, suits, actions, or other proceedings brought against Company, its employees, representatives, agents, Merchants and/or partners based on or arising from any claim relating to the use of any content uploaded by the affiliate which infringes any copyright, patent, trademark, trade secret, any intellectual property right of any third party or any other right of any third person/party, or resulting from any updations, alterations or modifications done by the Affiliate in the content provided by the Company, or resulting from non-compliant website of the Affiliate, or resulting from breach of any of the Terms of this Agreement by the Affiliate, or arising from any act and/or omission of the Affiliate under this agreement. Affiliate will pay any and all costs, damages, and expenses including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Company in connection with or arising from any such claim, suit, action, or proceeding. |
Waiver |
| No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party nor will any waiver of its rights in relation to a breach of this Agreement operate as a waiver of any subsequent breach. |
Assignment |
| Company reserves the right to assign or transfer its rights and/or obligations under this Agreement to a third person/party at its sole discretion. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by the Affiliate, and any such attempted assignment or transfer shall be void and without effect. |
Confidentiality |
| Affiliate agrees to keep any or all information provided to it by the company as confidential whether marked confidential or not. |
| Affiliate may use the Confidential Information solely for the purpose of performing its obligations under this Agreement and may disclose such Information solely on need to know basis to those of its employees and professional advisers, who have a duty to perform Affiliate's responsibilities under this agreement. Affiliate shall ensure that such employees and professional advisors also maintain the confidentiality of any information disclosed to them, in the same manner as has been set out in these terms. Upon termination of this Agreement Affiliate agrees to return or destroy all Confidential Information received by it and not retain any copies of the same. |
Confidential Information excludes information
|
Relationship |
| Nothing in this letter shall be construed as creating any Employer-employee relationship, partnership or joint venture between the parties or as constituting either party as agent of the other party for any purpose and neither party will have authority to bind the other in any way. |
Entire agreement |
| This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof. Except as may be expressly stated in this Agreement, it supersedes and cancels all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written between the parties. |
Severability |
| If one or more provisions of this agreement are held invalid, unenforceable or illegal by a competent authority or the court, such invalidity, unenforceability or illegality will not affect any other provision of this Agreement, but such provision shall be deemed deleted from the agreement without affecting the validity or enforceability of other provisions of this agreement. |
Notices |
| All notices under this agreement will be served by the parties at the addresses and email IDs mentioned on the Admin Panel. |
| All notices shall be in writing and will be deemed to have been given two (2) business days after depositing, delivery charges prepaid, with an express courier service addressed to the respective address of the recipient as mentioned on the Admin Panel. |
| E-mail shall be permitted for all notices and shall be deemed to be given the same day. |
1.Law & Jurisdiction |
| This Agreement shall be governed by the Laws of England. All disputes, differences or claims arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Courts of London. |
- T & C |
- Resources |
- Site Map |
- Affiliates |
- Handsets Archive |
- Sign Up |
- Mobile Blog |
- About Us |
- Testimonials |
- Widget |
- Affiliate T&C