Affiliate Program's Ts & Cs
Effective date: 08/02/2023
STANDARD TERMS FOR AFFILIATE ("STANDARD TERMS")
- JOINING THE NETWORK
1.1 By submitting an Application Form, or by accessing the Interface, the Person
named in the Application Form (the “Affiliate”) is
offering to participate in the Buppha Film Courses Affiliate Program
in accordance with the Application Form and these Standard Terms. By
submitting an Application Form, the Affiliate is also agreeing to the terms of
Buppha Film Courses’ privacy policy, which can be found here:
https://www.bupphafilmcourses.com/privacy-policy.
1.2 Acceptance of the Application Form is subject to the sole discretion of
BupphaFilmCourses.com, company Buppha Witt Pictures Ltd. Acceptance or rejection of the Application Form will be notified to the proposed Affiliate by email.
1.3 On acceptance of the Application Form by Buppha Witt Pictures Ltd., the Application Form and
these Standard Terms, including the applicable data processing annex(es), will
together constitute a legally binding “Agreement” entered into by Buppha Witt Pictures Ltd. and
the Affiliate. On rejection of the Application Form, no agreement will be formed.
1.4 Any individual contracting on his or her own behalf warrants that he or she is aged
18 or over. Any individual completing the Application Form on behalf of a proposed
Affiliate warrants that he or she has all necessary authority to bind that proposed
Affiliate.
- DEFINITIONS
2.1 The following definitions and rules of interpretation apply in this Agreement:
“Action” means a Sale, Lead, Click, or other events, that have been
specified as eligible for remuneration by us under our Affiliate Program
Terms, on which commissions may be based under this Agreement;
“Admin” means a single Authorized User with full access to, and control of, the
Affiliate Account and which is at all times authorized to act on behalf of the
Affiliate and bind the Affiliate;
“Affiliate” means a Person which has agreed with BupphaFilmCourses / Buppha Witt Pictures Ltd
to join the Affiliate Program to market its Products and / or Services;
“Advertising Materials” means any trade marks, advertising content, images, text,
video, data or other material provided by or on behalf of
Buppha Witt Pictures Ltd., the Affiliate or a Subaffiliate;
“Affiliate Program” means an ongoing affiliate marketing program of BupphaFilmCourses, for the promotion of its Products and Services in accordance with this Agreement and the Program Terms;
“Advertising Standards” means any applicable advertising laws, regulations or
standards, data laws relating to advertising (including the Children's Online Privacy
Protection Act), including without limitation any FTC Guidance, any generally
accepted self-regulatory codes of practice, and any related guidance or best practice
advice; “Application Form” means the registration form by which operators of
websites, applications, technologies or services apply to participate in the Affiliate Program;
“Application Form” means the registration form by which operators of websites,
applications, technologies or services apply to participate in the Affiliate Program;
“Authorized User" means an individual permitted to view, or view and operate,
the Affiliate Account on behalf of the Affiliate, by its individual Authorized User
Account, as set out in clause 3;
“Authorized User Account” means the account of an individual on the Interface,
permitted to view, or view and operate, the Affiliate Account on behalf of the
Affiliate, as set out in clause 3;
“Bonus” means an ad hoc payment to the Affiliate by us in return for a
specific promotion or other marketing activity;
“Business Day” means a day other than a Saturday, Sunday or national public
holiday in Illinois, U.S.;
“Change of Control" means a change in the beneficial ownership of more than
50% of the issued share capital of a company or a change in the majority of the
Persons with legal power to direct or cause the direction of the general management
of a company;
“Click” means the intentional and voluntary following of a Link by a Visitor as part of
marketing services as reported by the Tracking Code only;
“Commission” means the amount payable to the Affiliate in return for marketing
our Products and Services, in accordance with that our Program Terms;
“Confidential Information” means any information disclosed by or relating to a
party, including: information arising during the Term of this Agreement; information
about a party’s business affairs; information about a party’s operations, products or
trade secrets; information about a party’s technology (including any know-how and
source code) and any derivatives of any part of any of them and which (i) is marked
or identified as confidential; or (ii) would be regarded as confidential by a reasonable
business person;
“CPA” means a Commission earned per tracked and locked Sale;
“Data Regulation" means any applicable data protection, privacy or similar laws
that apply to data processed in connection with this Agreement, including for EU
citizens the GDPR or ePrivacy and for US citizens, FTC Guidance, self-regulatory
principles set forth by the Digital Advertising Alliance, the California Consumer
Privacy Act of 2018 Cal. Civil Code § 1798.100 et seq. (“CCPA”) and other US state
and federal legislation relating to data privacy and security;
“Effective Date" means the date of acceptance of the Application Form by
BupphaFilmCourses;
“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58
(including any replacing or superseding legislation);
“FTC Guidance” means the published cases and guidelines from the United States
Federal Trade Commission, including without limitation the guidance on
substantiation of claims, privacy, data security, native advertising and disclosure
guidance for influencers and spokespeople.
“GDPR” means the EU General Data Protection Regulation 2016/679.
“Group Company” means any holding company or subsidiary of a party or any of
its holding companies. A company is a “subsidiary” of another company, its
“holding company”, if that other company (i) holds a majority of the voting rights
in it, or (ii) is a member of it and has the right to appoint or remove a majority of
its board of directors, (iii) or is a member of it and controls alone, pursuant to an
agreement with other members, a majority of the voting rights in it;
“Intellectual Property Rights” means all copyrights and related rights, patents
rights to inventions, utility models trademarks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer software,
database rights (including any database rights in the Network), topography rights,
moral rights, rights in confidential information (including know- how and trade
secrets) and any other intellectual property rights, in each case whether registered
or unregistered and including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection in any part of the
world;
“Interface” means the intranet and software platform operated by BupphaFilmCourses or
BupphaFilmCourses Group Companies and any functionality accessed or made available
through such platform;
“Lead” means a ‘sales lead’ generated in the Tracking Period, as
reported by the Tracking Code only;
“Link” means a hyperlink from a Promotional Space to our Affiliate URL;
“Network” means the marketing network of affiliates by
BupphaFilmCourses or BupphaFilmCourses Group Companies to facilitate, amongst other things,
affiliate and performance marketing.;
“Network Fee" means the fee payable to BupphaFilmCourses, calculated as an override fee
of an amount equal to a specified percentage of any total Commissions and Bonuses
due, or on such other basis as may be agreed by BupphaFilmCourses and an Affiliate;
“Product” means a product, service or equivalent offered by an us on any
Affiliate URL;
“Program Terms” means any terms and conditions, or other requirements applied
by BupphaFilmCourses to the participation in its Program;
“Affiliate Account" means the respective account of the Affiliate on the
Interface;
“Affiliate" means a person capable of marketing BupphaFilmCourses’ Products & Services;
“Sale” means the agreed purchase of a Product or Service by a Visitor in the Tracking Period (30 days), as reported by the Tracking Code only;
“Suspension” means the suspension by BUPPHA or any BUPPHA Group
Company of the Affiliate’s participation in the Network for a period of time,
including the following:(i) preventing the Affiliate from accessing the Interface; (ii)
withholding payments otherwise due to the Affiliate; (iii) ceasing to track Actions;
(iv) removing any Advertising Materials from the Affiliate Service and “Suspend”
shall be interpreted accordingly;
“Term” means the term of this Agreement from the Effective Date until its
termination or expiry in accordance with clause 14 or 17.4;
“Tracking Code” means the software code (from time to time) provided by
BupphaFilmCourses for the recording of, amongst other things, web traffic and Actions;
“Tracking Period” means the period of time, 30 days, in which the Actions of a Visitor are
attributed to the Affiliate and, subject to the Program Terms, generate
Commissions for the Affiliate;
“Validation Period” means the period of time during which BupphaFilmCourses may
approve or decline Sales and Leads; and
“Visitor” means any Person who follows a Link.
2.2 In this Agreement:
2.2.1 any meanings given to terms in the attached Application Form shall apply
to these Standard Terms;
2.2.2 the terms “Data Controller”, “Data Processor”, “Data Subject”,
“Personal Data”, “Personal Data Breach”, “Process” and
“Processing” have the meanings given to them in GDPR;
2.2.3 the terms “Consumer”, “Personal Information”, “Business”,
“Service Provider”, and “Third Party” have the meanings given to
them in the CCPA;
2.2.4 “include” or “including” is without limitation;
2.2.5 the singular will include reference to the plural and vice versa;
2.2.6 a "Person" includes an individual, company, partnership or
unincorporated association;
2.2.7 a statute, order, regulation or other similar instrument will include any
amendments to it or replacements of it; and
2.2.8 “writing” and “written" includes emails but not faxes.
2.3 If there is a conflict between the Application Form and the Standard Terms, the
Application Form shall prevail.
- PARTICIPATION IN THE NETWORK AND USE OF THE INTERFACE
3.1 Subject to the Affiliate’s compliance with this Agreement, BupphaFilmCourses will:
3.1.1 permit the Affiliate’s participation in the Affiliate Program for its assignment of
the Promotional Space; and
3.1.2 grant access to the Interface.
3.2 BupphaFilmCourses may change any aspect of the Interface at its sole discretion.
3.3 On the Effective Date, the Affiliate shall:
3.3.1 register an Affiliate Account.
3.4 BupphaFilmCourses shall not be liable for any losses or damages suffered by the Affiliate
due to the disclosure of any Authorized User Account passwords.
3.5 The Affiliate shall remain primarily responsible and liable for all activities occurring
under any of the Authorized User Accounts and the acts or omissions of any
Authorized User.
3.6 If the Affiliate suspects that a third party has gained unauthorized access to access
data, the Affiliate shall inform BupphaFilmCourses immediately by sending an e-mail to
[email protected] or such other e-mail as may be notified to the
Affiliate from time to time.
3.7 BupphaFilmCourses may Suspend or withdraw any Authorized User Accounts at its
discretion, or on request by the Affiliate.
3.8 Under this Agreement BupphaFilmCourses, or any BupphaFilmCourses Group Company may, on
behalf of BupphaFilmCourses:
3.8.1 provide any aspect of the Network or the Interface (including the granting
of sublicenses and licenses under clause 10);
3.8.2 enjoy any benefit, or exercise any right;
3.8.3 satisfy any of BupphaFilmCourses’ obligations.
- MARKETING
4.1 The Affiliate may request to market BupphaFilmCourses or our Products and Services at our discretion by applying to participate in an Affiliate Program. We may approve or
refuse such requests, and remove Affiliates from our Affiliate Program, at any time
at our discretion. The Affiliate may only market our Products and Services under
this Agreement with the our continued approval, unless specifically enabled
by the proper use of the Interface.
4.2 We may apply Program Terms and make changes to any Program Terms at
our discretion, which shall become effective on notice to the Affiliate, including
by publication on the Interface. We may change our Program Terms at
any time. The Affiliate is solely responsible for ensuring it is aware of any changes
to the Program Terms.
4.3 Subject to the Affiliate’s compliance with this Agreement and the Program Terms,
and our continued approval, BupphaFilmCourses will provide to
the Affiliate our Materials like links and banners.
4.4 An Affiliate admitted to our Program may publish our Materials through
its Affiliate Service at its discretion and use them
solely to the extent permitted under this Agreement and the Program Terms.
4.5 BupphaFilmCourses may deactivate any Links at its sole discretion.
4.6 The Affiliate shall remove any Advertising Materials from the Affiliate Service or wherever the Affiliate has posted them immediately on request of BupphaFilmCourses.
4.7 BupphaFilmCourses will use reasonable endeavors to procure that Affiliates comply with
any terms and conditions, or other requirements, applied by us to our promotion of our
Products and Services.
- TRACKING AND VALIDATION
5.1 The Tracking Code and Program Terms as interpreted by BupphaFilmCourses will be the sole
bases for recording and determining Actions and Commissions and for tracking. No
other means of recording or determining Actions or Commissions shall be used under
this Agreement.
5.2 Sales, Clicks and Leads will only be attributed to the Affiliate where the Tracking
Code records that the Affiliate was responsible for the most recent referral of the
Visitor to our URL prior to that Sale or Lead.
5.3 Tracked Sales, Clicks and Leads will be locked after a certain period, subject to the
applicable Program Terms.
- ACTIONS, COMMISSIONS AND BONUSES
6.1 The amount of any Commissions is as may be displayed on the Interface. CPA
Commissions in respect of locked Sales will be determined as either:
6.1.1 a percentage of the purchase price of the Product(s) subject of the locked
Sale, as set out on the Interface; or
6.1.2 a fixed amount, irrespective of the purchase price of the Product(s)
subject of the locked Sale, as set out on the Interface.
6.2 We may change the amount of Commission offered on notice to Affiliates.
BupphaFilmCourses will use reasonable endeavors to procure that our reductions of
the amount of Commissions offered shall take effect seven days after notification.
6.3 Bonuses may be agreed by the Affiliate and BupphaFilmCourses at our discretion and
must be processed via the Interface.
6.4 Commissions and Bonuses shall only be due for payment:
6.4.1 on receipt by BupphaFilmCourses of the corresponding payment in respect of that
Action from the Affiliate; and
6.4.2 in respect of Actions procured in accordance with this Agreement and any
applicable Program Terms.
6.5 Without prejudice to any other rights or remedies of BupphaFilmCourses, if BupphaFilmCourses
reasonably suspects that any Commissions paid under this Agreement have been
generated in breach of this Agreement, BupphaFilmCourses may set off or deduct the
amount of such Commissions from any future payments due to the Affiliate or from
any funds held to the Affiliate’s account from time to time (whether under this
Agreement or any other agreement between BupphaFilmCourses and the Affiliate). Such
deduction shall constitute a genuine pre-estimation of the loss suffered by
BupphaFilmCourses as a result of the payment of such Commission in breach of this
Agreement.
- INVOICING AND PAYMENTS
7.1 BupphaFilmCourses will pay the Affiliate:
7.1.1 Commissions in respect of locked Sales, Leads, Clicks; and
7.1.2 Bonuses agreed between BupphaFilmCourses and the Affiliate.
7.2 Payment of Commissions and Bonuses may be subject to any BupphaFilmCourses’ Terms.
7.3 Payment statements for Commissions and Bonuses can be accessed by the Affiliate
via the Interface. The Affiliate agrees to the following:
7.3.1 the Affiliate agrees not to issue invoices for any Commissions and
Bonuses generated under this Agreement;
7.3.2 BupphaFilmCourses may provide a copy of this Agreement to the Internal
Revenue Service (or equivalent local tax authority) in order to evidence
the payment arrangements between BupphaFilmCourses and the Affiliate;
7.3.3 the Affiliate will immediately notify BupphaFilmCourses if it transfers any part of
its activity as a going concern;
7.3.4 BupphaFilmCourses may engage third party service providers to administer the
issuing of payments under this Agreement.
7.4 BupphaFilmCourses will pay all due Commissions and Bonuses subject to:
7.4.1 the passing of the lock date set out in the Interface by BupphaFilmCourses for
the respective Action;
7.4.2 any minimum payment thresholds implemented by BupphaFilmCourses from time
to time being satisfied;
7.4.3 the correct, accurate and complete bank and tax information of the
Affiliate being shown on the Interface;
7.4.4 the provision of any additional information reasonably requested by
BupphaFilmCourses in respect of the Affiliate’s location or residence;
7.4.5 the payment not being subject to any internal audits or ‘network quality’
reviews from time to time.
7.5 All payments will be made in accordance with the payment method selected by the
Affiliate in the ‘Payment Settings’ section of the respective Affiliate Account on
the Interface. BupphaFilmCourses is not obligated to take steps to verify the accuracy of the
payment information provided by the Affiliate, including mailing address if the
Affiliate chooses to be paid by check or bank account information if the Affiliate
chooses to be paid by ACH. Updates to bank account information may take up to
two Business Days to take effect.
7.6 All sums payable under this Agreement shall be exclusive of any sales taxes, use
taxes, value added taxes, goods or services taxes or comparable taxes which, if
applicable, shall be added at the appropriate rate. These taxes shall be collected
and remitted pursuant to applicable law. If payments under this Agreement are
subject to withholding tax, BupphaFilmCourses is entitled to deduct the appropriate amount
from payments to the Affiliate. The parties agree to work together on reducing any
withholding tax, and, upon request, shall provide documents required for any
reduction, exemption, reimbursement or deduction of withholding tax.
7.7 All amounts payable shall be paid in the currency in which the respective
Commissions are received from BupphaFilmCourses. Any costs of currency conversion or
losses caused by exchange rate fluctuations shall be borne by the Affiliate.
7.8 The Affiliate will immediately repay any amounts paid to the Affiliate in error, or
other than in accordance with the Affiliate’s rights under this Agreement.
7.9 Affiliate accounts that are abandoned will be closed. If an abandoned Affiliate
account has a positive balance, the balance will be paid out to the Affiliate upon
closure. An abandoned Affiliate account is defined as any account that has not
been logged in to, nor had any transactions posted to it, for a period of 6 months.
If one or the other of those conditions are true, the account will remain in an active
state. If a payout to the Affiliate is not possible, in accordance with applicable law,
the payable amount may be considered as unclaimed property and will be reported
and paid to the respective state authority by BupphaFilmCourses.
7.10 Any underpaid Commission or Bonuses must be notified to BupphaFilmCourses immediately.
Subject to clause 6.4, any underpaid Commission or Bonuses notified by the
Affiliate to BupphaFilmCourses within 12 months of the underpayment will be rectified. The
Affiliate hereby waives its right to recover any underpaid Commissions or Bonuses
that the Affiliate fails to report to BupphaFilmCourses within 12 months of the
underpayment.
- PUBLISHER’S RELATIONSHIP WITH ADVERTISERS
8.1 The Affiliate’s participation in the Network does not create any contract between the
Affiliate and BupphaFilmCourses.
- WARRANTIES AND INDEMNITY
9.1 Each party warrants and undertakes to the other for the Term that:
9.1.1 it has full power and authority to enter into this Agreement;
9.1.2 it holds all licenses and approvals necessary for the performance of its
obligations under this Agreement;
9.1.3 it will perform its obligations under this Agreement in accordance with all
applicable laws and using reasonable skill and care; and
9.1.4 it will not make any false, misleading or disparaging representations or
statements regarding the other party.
9.2 The Affiliate warrants and undertakes to BupphaFilmCourses for the Term that:
9.2.1 neither the Affiliate, nor any of its officers or shareholders, have
previously been party to an agreement terminated by BupphaFilmCourses or any
BupphaFilmCourses Group Company for breach;
9.2.2 no officer or shareholder of the Affiliate has been an officer or
shareholder of a company (or other entity) party to an agreement
terminated by BupphaFilmCourses or any BupphaFilmCourses Group Company for breach;
9.2.3 all information about the Affiliate set out in the Application Form or on
the Interface is complete, true, accurate, not misleading and will be kept
up to date (including, but not limited to address details, payment details
and tax information);
9.2.4 its marketing of any of our Products or Services will comply with all
Advertising Standards and Data Regulation;
9.2.5 the Affiliate will operate in accordance with all applicable
laws (including Advertising Standards and Data Regulation);
9.2.6 it shall comply with the Code of Conduct at all times;
9.2.7 it shall comply with all relevant tax laws;
9.2.8 all Advertising Materials will be accurately and faithfully reproduced.
9.3 The Affiliate will indemnify, defend and hold harmless BupphaFilmCourses and any
BupphaFilmCourses Group Company (including its directors, employees, agents or
contractors), from and against any claims, costs, damages, losses, liabilities and
expenses (including legal fees) relating to any claims, actions, suits or proceedings
by third parties against BupphaFilmCourses any BupphaFilmCourses Group Company arising out
of or related in any way to any breach by the Affiliate of any of the warranties at
clauses 9.1 and 9.2, or Publisher’s gross negligence or wilful misconduct.
- INTELLECTUAL PROPERTY
10.1 BupphaFilmCourses hereby grants to the Affiliate, for the duration of its participation in
the Affiliate Program, a revocable, non-exclusive, non-transferable, royalty-free,
worldwide sublicense to publish Advertising Materials, without modification, on our
Service in the Promotional Spaces to the extent necessary to enable the
Affiliate to market our Products and Services on the Network in
compliance with the Agreement and the Program Terms.
10.2 BupphaFilmCourses hereby grants to the Affiliate a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free worldwide license to use the Interface to
the extent necessary for the Affiliate to participate in the Affiliate Program and perform its
obligations under this Agreement.
10.5 The Affiliate will not, and will not attempt to, change, reverse engineer or create
derivative works of the Interface or the Tracking Code.
10.6 Each party reserves all of its right, title and interest to any of its Intellectual Property
Rights licensed under this clause 10, or which it creates under this Agreement or
which is created by operation of the Tracking Code.
10.7 The Affiliate shall use information and data obtained from and in connection with
participating in the Affiliate Program only for the purpose of this Agreement. Uses for any
other purpose, or disclosure of such information and data are prohibited.
10.8 Either party may identify the other party in lists of clients or customers, and may
use the other party’s name and logo in marketing materials and presentations. Any
other use shall require the prior written consent of the other party.
- CONFIDENTIALITY
11.1 Each party will only use Confidential Information to enjoy its rights or comply with its
obligations under this Agreement. Save as set out in this Agreement, neither party
will disclose any Confidential Information. Confidential Information shall be kept
confidential.
11.2 The obligations of confidentiality in this Agreement will not apply to Confidential
Information to the extent it:
11.2.1 is in the public domain (other than as a result of a breach of this
Agreement);
11.2.2 can be demonstrated as having been independently developed by the
receiving party;
11.2.3 is published on the Interface in the receipt or provision of the Services in
accordance with this Agreement;
11.2.4 is required to be disclosed by law or a court order.
11.3 BupphaFilmCourses may disclose Confidential Information to BupphaFilmCourses Group Companies.
11.4 This clause will survive termination for five years.
- DATA PROTECTION AND COOKIES
12.1 BupphaFilmCourses and the Affiliate will comply with their respective obligations under
Data Regulation and in accordance with the applicable data processing annex(es) to
these Standard Terms.
- LIMITATION OF LIABILITY
13.1 This clause 13 sets out the entire liability of BupphaFilmCourses and its Group Companies
under or in connection with the Agreement.
13.2 Each party shall be liable for any breaches of Data Regulation for which they are
responsible and accordingly there shall be no joint liability between the parties in
respect of such breaches.
13.3 BupphaFilmCourses will not be liable for any losses of the Affiliate if BupphaFilmCourses’
compliance with the Agreement is prevented by the acts or omissions of the
Affiliate.
13.4 BupphaFilmCourses will not be liable to the Affiliate for: loss of profit, business, goodwill,
anticipated savings, goods, contract, use or data; losses arising from the acts or
omissions of BupphaFilmCourses; or for any special, indirect, consequential or pure
economic loss, costs, damages, charges or expenses.
13.5 Except as expressly stated otherwise in this Agreement, all warranties, conditions
and other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
13.6 The Network, the Interface, the Tracking Code, their use and the results of such use
are provided "as is" to the fullest extent permitted by law. BupphaFilmCourses disclaims all
express or implied warranties, including warranties of satisfactory quality and fitness
for a particular purpose, which may be implied in respect of the Network, the
Interface, the Tracking Code, their use and the results of such use. The performance
of the Network, the Tracking Code and the Interface relies on third parties beyond
BupphaFilmCourses’ control. BupphaFilmCourses specifically disclaims any warranty:
13.7 BupphaFilmCourses shall only be held liable in cases of intent or gross negligence of one of
its legal representatives, executives or other vicarious agents, in the event of any
culpable breach of a material contractual obligation and limited to the amount of the
typically foreseeable loss.
13.8 Nothing in this Agreement limits or excludes the liability of BupphaFilmCourses in the event
of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or
fraudulent misstatement as well as in cases of mandatory statutory liability.
- TERMINATION AND SUSPENSION
14.1 This Agreement will start on the Effective Date and continue until terminated in
accordance with its terms.
14.2 Either party may terminate the Agreement on 30 days’ written notice to the other
party for any reason.
14.3 Without prejudice to its other rights or remedies, a party may terminate the
Agreement immediately on written notice to the other party, if:
14.3.1 the other party materially breaches this Agreement;
14.3.2 the other party is deemed unable to pay its debts; steps are made to
wind up, or appoint an administrator over, the other party; a third party
becomes entitled to appoint a receiver over the assets of the other party;
the other party negotiates with all or a class of its creditors, or proposes
or enters a compromise with such creditors; or any similar or analogous
event occurs.
14.4 BupphaFilmCourses may immediately terminate this Agreement or Suspend the Affiliate if
the Affiliate:
14.4.1 does not access the Affiliate Account for a period of six months or if no
Commissions have been generated for a period of six months;
14.4.2 is reasonably suspected by BupphaFilmCourses to have breached any:
(a) of the warranties at clauses 9.1 and 9.2;
(b) Program Terms of an Advertiser;
(c) part of the Code of Conduct.
14.5 BupphaFilmCourses may terminate this Agreement, immediately on written notice, if the
Affiliate undergoes a Change of Control.
- CONSEQUENCES OF TERMINATION AND SUSPENSION
15.1 During any period of Suspension:
15.1.1 the Affiliate is not permitted to access the Interface;
15.1.2 all licenses will be Suspended and the Affiliate shall immediately remove
any Advertising Materials from the Affiliate Service;
15.1.3 BupphaFilmCourses may deactivate any Links and remove any Advertising
Materials from the Affiliate Service (to the extent it is able); and
15.1.4 no payments will be made to the Affiliate.
15.2 On termination of the Agreement:
15.2.1 all licenses will terminate and the Affiliate shall immediately remove any
Advertising Materials from the Affiliate Service;
15.2.2 BupphaFilmCourses may deactivate any Links and remove any Advertising
Materials from the Affiliate Service (to the extent it is able);
15.2.3 each party will return or at the other party’s option destroy all confidential
information in its possession within five Business Days; and
15.2.4 unless terminated by BupphaFilmCourses under clauses 14.3 or 14.4, BupphaFilmCourses
will pay all outstanding Commissions and Bonuses due to the Affiliate;
15.2.5 by BupphaFilmCourses under clauses 14.3 or 14.4 all unpaid Commissions as of
the date of termination, or accruing after the date of termination, shall
be forfeited to BupphaFilmCourses irrevocably and the Affiliate hereby waives
any right or entitlement to recover such Commissions and Bonuses from
BupphaFilmCourses.
15.3 Termination of this Agreement will not affect any existing rights or remedies.
15.4 Clauses 1, 2, 5, 6, 7, 10.5, 10.6, 11, 12, 13, 15, 16 and 17 will survive
termination.
- NOTICES
16.1 Notices given under this Agreement will be in writing and:
16.1.1 displayed by BupphaFilmCourses on the Interface;
16.1.2 delivered by the Affiliate by hand or sent by pre-paid first-class post or
recorded delivery post to BupphaFilmCourses at BupphaFilmCourses’ registered office;
16.1.3 delivered by BupphaFilmCourses by hand or sent by pre-paid first-class post or
recorded delivery post to the Affiliate at its notice address set out in the
Application Form (or such other address as may be set out on the
Affiliate Account); or
16.1.4 sent by BupphaFilmCourses by email to the Affiliate’s notice email address set
out in the Application Form (or such other notice email address as may
be set out on the Affiliate Account).
16.2 A notice displayed by BupphaFilmCourses on the Interface will be deemed to have been
received at the time of its display (or if displayed outside business hours, at 9 am
on the first Business Day following display). A notice delivered by hand will be
deemed to have been received when delivered (or if delivered outside business
hours, at 9 am on the first Business Day following delivery). A correctly addressed
notice sent by pre-paid first-class post or recorded delivery post will be deemed to
have been received two Business Days after posting. A notice sent by email will be
deemed to have been received at the time of transmission as shown by the sender’s
records (or if sent outside business hours, at 9 am on the first Business Day following
dispatch).
- GENERAL
17.1 BupphaFilmCourses may change the terms of this Agreement on 14 days’ notice to the
Affiliate.
17.2 Certain functionalities or services offered by BupphaFilmCourses or third parties may be
subject to additional terms. Such terms will be communicated to the Affiliate before
those functionalities or services are supplied, including by displaying on the
Interface.
17.3 BupphaFilmCourses may set off any liability of the Affiliate against any liability of
BupphaFilmCourses.
17.3 Time for performance of clauses 3.10, 4.6, 7.3.3, 7.8, 15.1.2 and 15.2.1 are of
the essence of this Agreement.
17.4 No party will be liable for any breach of this Agreement arising from circumstances
beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure
Event continues for six months, the unaffected party may terminate this
Agreement by giving 30 days’ written notice to the other party.
17.5 The Affiliate may not assign or subcontract its rights or obligations under this
Agreement in whole or part without BupphaFilmCourses’ prior written consent. BupphaFilmCourses
may assign or subcontract its rights or obligations under this Agreement, including
to a BupphaFilmCourses Group Company.
17.6 Nothing in the Agreement constitutes a partnership or joint venture between the
parties, nor constitutes a party the agent of the other. No party has authority to
bind the other.
17.7 A Person who is not a party to this Agreement will not have any statutory rights
under or in connection with it.
17.8 A counterpart of this Agreement executed and/or transmitted electronically shall
be treated as fully binding and with full legal force and effect.
17.9 This Agreement constitutes the entire agreement between the parties relating to
its subject matter, to the exclusion of the United Nations Convention on Contracts
for International Sale of Goods.
