Partner Program Terms and Conditions
This contract (the Agreement is made between Theory Test Pro Ltd, of Suite 235, 77 Beak Street, London, W1F 9DB and you (the Partner, Publisher).
Theory Test Pro (TTP) owns and operates an online marketing programme (the Service), which allows Partners to participate in their affiliate programme. You wish to become a Partner member of the Service, and promote third party websites for the commercial benefit of TTP in exchange for the payment of a commission or bounty (the Commission). Upon application to the Service, you will be sent a confirmation email to enable you to access the appropriate parts of the TTP website. Commission will be paid for each valid transaction on the TTP's website for which you are solely responsible, according to the terms and conditions contained in the Agreement.
Please read this Agreement carefully. If you wish to participate in the Service, then you must agree to be bound by all of the terms and conditions contained within this agreement.
1. Meanings
Defined terms shall have the following meanings:
1.1. Advertisement means a commercial message, including in banner or text form and displayed on either a website, email or printed form, which enables the viewer to be taken directly via a hyperlink to a specific Internet destination
1.2. Partner Account Balance means the amount of money displayed in the Partner account on the TTP website;
1.3. Commission means the payment due to you offered by the TTP for the successful completion of a valid transaction;
1.4. A Delayed Commission is the commission on a transaction which has not been accepted as a valid transaction by the TTP
1.5. Direct Loss means any loss characterised at law as direct loss and excludes all indirect, special or consequential loss;
1.6. A Cancelled Commission is the commission on a transaction which has been classified as an invalid transaction by the TTP
1.7. Intellectual Property Rights means all trade marks (whether registered or unregistered), logos, trade names and copyright and other similar rights (whether now known or in the future created) both in the United Kingdom and all other countries of the world
1.8. Payment Threshold Level means the level of the Partner Account Balance in any given month at which TTP will pay out by BACs or cheque the Partner Account Balance
1.9. Recall Period means the period during which a TTP is able to Delay a commission or Cancel a commission
1.10. The Service is an on-line marketing programme operated by Theory Test Pro Ltd
1.11. Valid Transaction means the act of a consumer sending payment for a subscription and TTP receiving these funds.Upon the successful completion of a Valid Transaction TTP has agreed to pay a commission
2. Term and Termination
2.1. The agreement shall commence on the date your account is activated by you following receipt by you of the acceptance email from TTP. The Agreement shall continue until the Termination Date. The Termination Date shall be established by either party giving seven days notice in writing of the intention to terminate the Agreement.
2.2. Termination of the Agreement shall not limit the Enforceability, not the amounts of any of the rights nor obligations of the parties that were in existence before the termination date.
2.3. The Partner shall acquire no rights of any kind in any Intellectual Property belonging to TTP or to any TTP introduced to the Partner by way of the TTP Partner marketing programme.
2.4. TTP reserves the right to terminate the Agreement at any time for any material breach of this agreement.
2.5. Upon termination of the agreement the Partner is not entitled to earn commission after the termination date
3. Payment
3.1. TTP agrees to pay the Partner commissions, bounties and other earnings due from valid transactions, subject to Term 3.5. Any Payments shall be made quarterly by PayPal, on the 30th date of the following month
3.2. TTP agrees to pay VAT due where applicable upon receipt of a valid written request, copy of VAT registration form, and VAT invoice where appropriate
3.3. TTP agrees to use all reasonable endeavours to display on the TTP website information detailing the Commissions
3.4. Commission, bounty and other earnings amounts shall be as advertised on the TTP Website at the time of the transaction.
3.5. Payments will only be made once the Partner Account Balance has reached the Payment Threshold Level of £20. TTP reserves the right to vary the payment threshold level at any time by giving 3 months notice to the Partner.
3.6. In the event that the Partner Account Balance has not reached the payment threshold level, the Partner Account Balance shall accrue until such time that it reaches the payment threshold level, when it shall be paid out.
3.7. Although TTP shall use all reasonable efforts to adhere to the above payment schedule, Time shall not be considered of the essence in the making of Partner payments.
3.8. Commission levels are established by the TTP and may be varied from time to time. The TTP may raise commission levels at any time without notice. The TTP may reduce commission levels by giving 30 days email notice to the Partner. It is the Partners responsibility to monitor commission levels and ensure that they are in accordance with expectations.
3.9. A Commission during the Recall Period may be a Delayed Commission or a Cancelled Commission
3.10. A Cancelled Commission will be deducted from the Partner Account. The reason for a Cancelled Commission will be identified on the TTP Partner website.
3.11. TTP reserves the right not to pay the Partner for any commissions earned in any month in which a serious material breach of this agreement occurs
3.12 TTP reserves the right to deduct an amount from the Partner account balance equal to any commission paid out or credited for any transaction which proves to have been fraudulent or illegal
3.12. TTP reserves the right to levy a monthly management fee 7 days after notifying the Partner on all accounts which have not produced a commission for six consecutive calendar months until the account balance is zero. The account will then be suspended through inactivity.
3.13. If a Partner account has a negative balance because of cancelled commissions, then the negative balance shall become due for payment to TTP immediately
4. TTP obligations and Warranties
4.1. TTP shall use its reasonable endeavours and all reasonable skill and care and in a professional manner to provide the Service. Moreover, TTP will maintain the availability of the TTP Website in accordance with best industry standards. TTP warrants that it has obtained and will maintain all necessary registrations, consents and licences to enable it to perform its obligations under this Agreement.
4.2. TTP hereby grants to the Partner, a worldwide, nonexclusive, royalty free, non-transferable license to display (but not adapt) Advertisements on the Partner Website and on its Data Protection Act compliant email.
5. Partner Obligation and Warranties
5.1. You warrant that you are over 18 and legally able to enter into, and to be bound by, this contract
5.2. You agree to keep your account password and access to your TTP Partner account secure at all times.
5.3. You agree to provide at all times accurate and non-misleading information to TTP, and to the TTPs you have been introduced to via the TTP Partner programme
5.4. You warrant that the Partner website does not display or transfer any material which is obscene, racist, pornographic, offensive, defamatory, threatening, blasphemous or in breach of any third party Intellectual Property Right(s).
5.5. You agree that you are solely responsible for verifying the suitability of all advertising and TTP sites. Moreover, you agree that TTP has no responsibility for the content of either TTP advertisements or TTP websites
5.6. You warrant that you will comply with all duties under Data protection legislation, in particular the Data Protection Act 1998 and other applicable data protection laws
5.7. You consent for TTP to use personal data that it may hold for the purposes of fulfilling its obligations under this agreement
5.8. You acknowledge that TTP is permitted to act on all instructions and information that TTP reasonably believes comes from you and TTP shall not be liable for any losses, monetary or otherwise if TTP does so act
5.9. You shall not use any advertisement or TTP link for display in any unsolicited email (commonly known as spam)
5.10. You agree not to place advertisements in newsgroups, chatroom or any other unsolicited publishing format
5.11. You agree not to place advertisements in unsolicited software applications (commonly known as Spyware)
5.12. You agree not to artificially inflate the number of clicks, impressions or other activity, nor to permit others to do so
5.13. You agree not to change or amend any linking or advertising material supplied by TTP as part of the service
5.14. You agree not to use or copy any content or information on the TTP website without the prior written permission of Theory Test Pro Ltd
6. Limitation of Liability
6.1. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
6.2. All data and content on the TTP website is for personal use only and no warrantees or representations are made by TTP about veracity or suitability
6.3. Except for the express provisions of this Agreement and to the maximum extent permitted by applicable law each Party disclaims and excludes all warranties, terms and other conditions, including but not limited to the Services or a TTP Website being uninterrupted or error-free, any warranty, term or other condition of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, or as to price in every case whether implied by statute, common law, custom, collaterally or otherwise.
6.4. Neither Party shall have any Liability:
6.4.1. for any loss or damage other than Direct Loss;
6.4.2. for any loss of profit, opportunity, revenue or potential saving (in every case whether direct or indirect);
6.4.3. for any breach of this Agreement to the extent caused or contributed to by the other Partys breach of this Agreement or negligence.
7. Indemnity
7.1. The Partner shall indemnify and hold harmless TTP against any and all Losses arising from or connected with:
7.1.1. any infringement of any Intellectual Property Rights of any third party anywhere in the world caused by or resulting from the modification, use and possession of the TTP Corporate Identity and/or Materials in accordance with this Agreement;
7.1.2. any breach by the Partner of Clause 5;
7.1.3. the Partners negligence, default or breach of this Agreement;
8. Entire Agreement
8.1. This Agreement sets out the entire agreement and understanding between the Parties and supersedes any previous agreement between the Parties relating to its subject matter.
8.2. Unless expressly provided to the contrary in this Agreement:
8.2.1. nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the Parties; and
8.2.2. neither Party shall have any authority or power to bind, contract in the name of or create a liability for or against the other
9. Severance
9.1. If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
10. General
10.1. TTP reserves the right to deem any Partner site offering the Service inappropriate and remove the Link (and therefore the Service). In such circumstances TTP has the right to withhold any money earned (or not banked) by the Partner from use of the Service prior to termination.
10.2. TTP reserves the right to alter this agreement at any time
10.3. The parties acknowledge that there is no obligation for TTP to monitor the content on the TTP website, and that if you rely on the content on the TTP website you do so at your own risk
10.4. The Agreement is subject to the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
10.5. Nothing in the Agreement or the relationship between the parties is intended to have the effect of guaranteeing the Partner any continuity of supply or profits.
10.6. The Partner confirms that the following information may be posted on the TTP Website: the Partners identity as one of the entities that has subscribed to the Service; and any information (other than confidential information) that is submitted by the Partner to TTP
10.7. The Law of Contracts (Rights of Third Parties) Act 1999 is excluded
