Partner account terms and conditions

1. By creating a ShopWired Partner Account you are agreeing to be bound by the terms and conditions below.

2. In this Agreement, the following definitions apply:

i) "The Company" means ShopWired/ShopWired.co.uk which are trading names of ShopWired Limited. ShopWired Limited is a company registered in Ireland with Company Number 599803, whose registered office is at 6-9 Trinity Street, Dublin 2, Republic of Ireland.

ii) "The Service" means the partner service and programme provided by ShopWired as defined in this agreement.

iii) "The Partner" means the individual or corporate entity that orders the service from the Company.

3. Where the Service is used by a Partner that is a corporate entity (defined as either a limited company, public limited company, limited liability partnership, company limited by guarantee or registered charity), the individual that creates the account (defined as the living person that physically places the order) hereby agrees to be jointly and severally liable for any sums that become owing as part of this agreement.

4. Where the Partner is an individual, the Service is not available to those under the age of 18 years.

5. The Service must not be used for any illegal purpose by the Partner. Should the Company discover that the Service is being used for illegal purposes, they will be entitled to immediately terminate this Agreement.

6. Any breach of these terms and conditions by the Customer may result in immediate termination of this Agreement by the Company. Such termination will be at the entire discretion of the Company.

General Conditions

7. The Company reserves the right to refuse the Service to anyone for any reason at any time.

8. The Company provides no warranty or guarantee that the Service will be uninterrupted, timely, secure or error-free at any time.

9. The Partner uses the Service at their own risk. The Service is provided on an "as-is" basis. This means that it is provided without any warranty or condition whether written, oral, implied or statutory.

10. The Company shall not be liable to the Partner for any loss incurred by the Customer as a result of the Partner's use of the Service. Whether the loss be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Partner for such loss in any way whatsoever.

11. Should the Service become unavailable (in any way whatsoever) for any point of time, the Company shall not be liable to the Partner for any loss incurred by the Customer as a result of the Service becoming unavailable. Whether the loss incurred by the Partner as a result of the Service being unavailable be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Partner for such loss in any way whatsoever.

12. Such losses referred to in terms 10 and 11 above include, but are not limited to, loss of sales, loss of profits, loss of customer goodwill, loss of search engine rankings, loss of advertising costs, loss of use, loss of data, or any other intangible losses whether or not explicitly referred to in this agreement.

13. The failure of the Company to exercise or enforce any of the terms and conditions of this Agreement shall not constitute any type of waiver of such right or provision.

Restrictions

14. Partners cannot send email marketing about ShopWired to any list of subscribers (whether subscribed or not) without the express written permission of the company in advance.

15. The Partner must not engage in any marketing activities except as thought expressly allowed and as set out in these terms and conditions.

16. The Partner must not engage in any fax, broadcast, telemarketing or any other 'offline' (i.e. not through the internet) marketing activities.

17. The Partner must not use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings in relation to the marketing of ShopWired

18. The Partner must not make any false or misleading representations about ShopWired.

19. The Partner may not use any copyrighted property of the Company without the express prior written permission of the Company. This includes, but is not limited to, graphics, images, website layouts and structure, or written copy.

20. The Partner must not engage in any other activities which may or will have an adverse affect on the credibility or reputation of the Company or the ShopWired Platform.

Duty to inform

21. The Partner must immediately notify, in writing, the Company if it believes for any reason that there is any circumstance which could reasonably lead the Partner or the Company, or any reasonable person, to conclude that there is a likelihood of any claim, demand or liability of or against the Company by any third party.

Referral payments

22. Referral payments will be made by the Company to the Partner as a result of the Partner introducing new customers to the Company.

23. Such Referral payments will be made according to the monthly, annual or biennial subscription payment made by the new customer multiplied by the commission percentage agreed between the Company and Partner. Where no commission percentage has been agreed, in writing, the value of 20% will be used.

24. Commission payments will not be made by the Company as a result of the customer paying any fee to the Company as a result of their use of the platform except for the monthly, annual or biennial subscription payment. Commission payments will also not be made for paid apps used by the customer.

25. Referral payments will be made by PayPal. No other payment method can be used. If the Partner is not able to receive payment via PayPal within 60 days of termination of this agreement then any and all Commission payments due under this agreement will be cancelled and become null and void and not payable by the Company to the Partner.

26. Commission payments are made on the 1st day of each calendar month where the Partner's commission totals more than £25. If the commission total is less than £25, no payment will be made.

27. Any amount under £25 not paid to the Partner will be available for payout in the next calendar month provided the commission total is greater than £25, in accordance with term (26) of this agreement.

Additional referral payment information

28. All commission calculations are subject to fraud and risk analysis and anti-money laundering procedures.

29. Commission payments payable under term (26) maybe with-held by the company whilst checks are carried out in accordance with term (28) of this agreement.

30. Notwithstanding anything to the contrary in this Agreement, the Company shall not be responsible to pay any Fees:

i) Related to payments by customers that have been refunded by the Company to the customer
ii) For a referred customer created or owned in whole or in part by a Partner
iii) Related to fraudulent sales
iv) Related to a fraudulent website
v) Related to revenues that have been subject to a chargeback (payment reversal)
vi) To Partners who are employed by the Company or affiliated companies
vii) To Partners who are employed by the customer

31. If any Commission payment made to the Partner is later found to be subject to one ore more of the exclusions set out in term (30) above, or to have been paid in error, or is subsequently found to be reasonably subject to a check as defined in term (28), the Company will have the right, at its sole discretion, to:

i) Reclaim any Commission payments paid to the Partner in error
ii) Set off the amounts in term (30) or term (28) from future Commission payments due to the Partner

32. The Company reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to the Partner. Such notice will be provided by email or by posting a notice on the Company blog or in the Partner Account Area.

Termination

33. Either the Company or the Partner can terminate this agreement by giving 30 days written notice to the other party. Such notice can be served by email to the Partner's registered email address or by the Partner to partner@shopwired.co.uk

34. If the Company find there is any fraud, attempted fraud, deception or is in any way responsible, either wholly or partly caused by the Partner under term (30) of this agreement, the Company reserves the write to terminate this agreement without any notice to the Partner whatsoever. Any and all Commission payments due under this agreement will become null and void and not be paid by the Company. The Company's determination to this term is final and binding.

35. On termination of this agreement the Partner shall immediate cease and remove the use of any of the material provided by the Company to the Partner for assistance in marketing the ShopWired Platform by the Partner.

Intellectual property

36. Nothing in this agreement gives any right or privilege to the Partner to any use or ownership right of any intellectual property belonging to the Company.

Confidentiality

37. The Partner must treat any and all communications between the Partner and its representatives and the Company and its representatives with the strictest of confidentiality. No communications must be made public at any time.

38. If the Partner is in breach of term (37) of this agreement, the Company reserves the right to cancel any and all Commission payments due on this agreement and they will not be paid by the Company. The Company reserves the right to terminate this agreement without notice if the Partner is in breach of term (37) of this agreement, such determination to this term is at the sole discretion of the Company and will be final and binding.

Partner indemnification

39. The Partner hereby agrees to provide an indemnification to the Company of any losses sustained by the Company as a result of the Partner's breach of any condition, term or warranty of this agreement.

No assignment

40. The Partner may not assign this Agreement without the prior written consent of the Company. Such permission may be refused by the Company at its sole discretion.

Rights of third parties

41. Nothing in this agreement shall provide or be constructed to provide any third party with any right of remedy, claim, cause of action or privilege.

Entire agreement and jurisdiction

42. This Agreement constitutes the entire agreement between the parties. It supersedes and excludes all prior written or oral representations or warranties made by the Company to the Partner.

43. This Agreement is written in accordance with the laws of Ireland. All parties hereby submit to the exclusive jurisdiction of the courts of Ireland should any dispute arise.

44. Should any term, warranty or condition, or any part of any term, part of any warranty, or part of any condition, be found to be unenforceable or contrary to the law of Ireland, the Customer hereby agrees that it shall not affect the validity or enforceability of the rest of this Agreement or the rest of the term, warranty or condition.