Terms Of Affiliate Service

Last updated December 10, 2024

Affiliate agreement

between

Raise Your Edge Limited

and

Affiliate Name or legal entity

CONTENTS

____________________________________________________________

CLAUSE

  1. Interpretation 3
  1. Company's obligations 5
  2. Affiliate's obligations 5
  3. Charges and payment 5
  4. Proprietary rights 6
  5. Confidentiality 6
  6. Data protection 7
  7. Indemnity 7
  8. Limitation of liability 8
  9. Duration and termination 8
  10. Consequences of termination 9
  11. Force majeure 9
  12. Waiver 9
  13. Rights and remedies 9
  14. Severance 9
  15. Entire agreement 10
  16. Assignment and other dealings 10
  17. No partnership or agency 10
  18. Variation 10
  19. Third party rights 11
  20. Notices 11
  21. Governing law 11
  22. Jurisdiction 11

SCHEDULE

Schedule 1 . Company Trademark Guidelines 16

Parties

  1. Raise Your Edge Limited incorporated and registered in Sofia and Bulgaria with company number 207771794 whose registered office is at (Raise Your Edge) bul. "Bruksel" № 11 b, 1360 NPZ Iskar, Sofia, Bulgaria

Legal Entity or name

BACKGROUND

  1. The Company operates the Company Website for the purpose of marketing its products and services to users.
  1. The Company operates the Company affiliate network and the Affiliate wishes to become a member of the Company affiliate network on the terms and conditions of this agreement.

Agreed terms

  1. Interpretation
  2. The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate Programme Manager: the person named in clause 3.6.

  1. Affiliate Website: Affiliate's site and any future version or replacement of that site.
  2. Business Day: a day other than a Saturday, Sunday or public holiday in Sofia when banks in Bulgaria are open for business.

Commission Rate: in respect of each Transaction, the rate set out at clause 4.1.

  1. Company Programme Manager: the member of the Company's personnel who looks after the Company's Affiliate Programme as notified by the Company to the Affiliate from time to time.
  2. Company User: a user who has clicked through to the Company Website from the Affiliate Web Link Pages.
  3. Company Website: the Company's website at any time and from time to time, currently called Raise Your Edge and at www.raiseyouredge.com and including all databases, software, domain names, infrastructure, products and services that the Company markets for use by individual users to shop for the Company's products and services. Company Website includes all future versions and replacements of, and successors to, the site.

Effective Date: December 18, 2018.

  1. Net Revenue: in respect of each Transaction, the gross revenue received by the Company for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Transaction.
  2. Transaction: a purchase of any products or services offered for sale on the Company Website by a Company User who has clicked through directly to the Company Website from the Affiliate Web Link Pages where that purchase is completed during a single browser session.

VAT: Value added tax or any equivalent tax chargeable in the Bulgaria or elsewhere.

    1. Welcome Page: the first of the Co-Branded Landing Pages that a Company User lands on when clicking through to the Company Website from the Affiliate Web Link Pages.

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    2. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
    4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to writing or written includes faxes and email.

    1. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
  1. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Company's obligations

    1. The Company shall be responsible for developing, operating and maintaining the Company Website.
  2. This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

Affiliate's obligations

    1. The Affiliate shall use all reasonable commercial efforts to market and promote the Company Website and the products and services available for sale on it so as to generate the maximum number of Transactions.
    2. The Affiliate shall submit to the Company for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Company shall review the proposed use within a reasonable time (being ordinarily not longer than [seven] days) and shall not unreasonably refuse or delay approval.
      1. The Affiliate shall provide the Company with:

all co-operation in relation to this agreement; and

    1. all access to such information as may be required by the Company,

as is necessary for the proper performance of the Company's obligations under this agreement.

    1. The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to Company Users, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website.
    2. The Affiliate shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this agreement and to its business.
  2. In the event of any delays in the Affiliate's provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

Charges and payment

The Company will pay the Affiliate monthly at xxx

    1. This payment shall continue for the period of 90 days. After 90 days, this agreement shall automatically renew for 30 day periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.
    2. Commission is payable on a receipts, not accruals, basis so if the Company receives no revenue on any Transaction, no commission is payable.
    3. Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.
      1. All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of this agreement, the Affiliate agrees to the Company invoicing the Affiliate for commission payable under a self-billing arrangement and further agrees that:
      2. it is registered for VAT and will, within [14] days of this agreement, provide the Company with its VAT registration number;
      3. for so long as the self-billing arrangement is in place, it will not raise VAT invoices for supplies made under this agreement; and
    4. it will notify the Company immediately if the Affiliate ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.
    5. The Affiliate shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement.
  2. The report that the Company sends to the Affiliate under clause 2.7 shall include a statement of the amounts due from the Company to the Affiliate for Transactions in the month to which the report relates. Except in the case of manifest error, the Company shall pay the Affiliate the amount thereby shown to be due within 30 days after the date of the report.

Proprietary rights

  1. The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company's products and services. Except as expressly stated herein, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

Confidentiality

    1. The Affiliate undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 16.2.

Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

This clause 6 shall survive termination of this agreement, however arising.

Data protection

  1. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

Indemnity

      1. The Affiliate shall indemnify the Company party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with the indemnifier's website (being the Company Website or the Affiliate's website as the case may be) or the marketing or sale of products or services on that website, provided that:

the indemnifier is given prompt notice of any such claim;

      1. the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and

the indemnifier is given sole authority to defend or settle the claim.

Limitation of liability

    1. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
      1. Nothing in this agreement excludes the liability of the Company:
    2. for death or personal injury caused by the Company's negligence; or

for fraud or fraudulent misrepresentation.

Subject to clause 9.3:

      1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
  2. the Company's total aggregate liability in contract [(including in respect of the indemnity in clause 8), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to £500.

Duration and termination

    1. This agreement shall commence on the Effective Date and shall continue for the period of 90 days, unless otherwise terminated as provided in this clause 10. After 90 days, this agreement shall automatically renew for 90 day periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.
    2. The Company may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. The Company will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.
      1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
  2. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

Consequences of termination

      1. On termination of this agreement for any reason:

all licences and benefits granted under this agreement shall immediately terminate;

      1. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
  2. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Force majeure

  1. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

Waiver

  1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

  1. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
  2. If [one party gives notice to the other of the possibility that] any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement

    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
    3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract [as [expressly] provided in this agreement].
    4. Nothing in this clause shall limit or exclude any liability for fraud.

Assignment and other dealings

    1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.
  2. The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

No partnership or agency

  1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Variation

  1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Third party rights

  1. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Notices

      1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
      2. sent by email to the following email address: bencb@raiseyouredge.com

Any notice [or communication] shall be deemed to have been received:

  1. if if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

Governing law

  1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of Sofia and Bulgaria.

Jurisdiction

Each party irrevocably agrees that the courts of Sofia and Bulgaria shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Signed by Raise Your Edge Limited

....................

Director

Signed by _____________ for and on behalf of _________________

....................

Director


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