Affiliate Terms and conditions
Invitation to Join This contract (the Agreement is made between CarExamer LTD, of 124 City Road, London, EC1V 2NX and you (hereinafter “you” or “Affiliate”). CarExamer Ltd owns and operates an online web site marketing platform (the “CarExamer.com”) (which allows affiliates to participate in Affiliate program (the “Service”) known as affiliate marketing programme. You wish to become an affiliate member of the Service 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 Affiliate program. Commission will be paid for each valid transaction on the CarExamer.com 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 join CarExamer.com marketing platform and participate in the Service and agree to be bound by all the terms and conditions contained within this agreement, please click the button “I Agree” next to the “I have read the Terms and Conditions” and wish to register as an Affiliate in the CarExamer.com marketing platform.
Meanings Defined terms shall have the following meanings
- Advertisement means a commercial message, including in banner or text form and displayed on either a website or email, which enables the viewer to click on it to be taken directly via a hyperlink to a specific Internet destination
- Affiliate Account Balance means the amount of money displayed in the affiliate account on the CarExamer.com website;
- Commission means the payment due to you offered by the CarExamer Ltd for the successful completion of a valid transaction;
- A Delayed Commission is the commission on a transaction which has not been accepted as a valid transaction by the CarExamer Ltd
- Direct Loss means any loss characterised at law as direct loss and excludes all indirect, special or consequential loss;
- A Cancelled Commission is the commission on a transaction which has been classified as an invalid transaction by the CarExamer Ltd
- Intellectual Property Rights means all trademarks (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. Our trade mark usage policy https://carexamer.com/terms-and-conditions/trademark-usage
- Payment Date means the date on which an affiliate payment falls due. The Payment Date will depend on the terms outlined in Section 3, the settlement method of the merchant for each transaction, the threshold limit chosen by the affiliate, the payment frequency chosen by the affiliate, and the payment method chosen by the affiliate
- Payment Threshold Level means the level of the Affiliate Account Balance in any given month at which CarExamer Ltd will pay out via Stripe payment gateway.
- Recall Period means the period during which a CarExamer Ltd is able to Delay a commission or Cancel a commission.
- The Service is an on-line marketing programme operated by CarExamer Ltd
- Valid Transaction means the activity (sale, form completion, enquiry submission, clickthrough, membership registration etc.) undertaken by a consumer upon the successful completion of which the CarExamer Ltd has agreed to pay a commission
Term and Termination
- The agreement shall commence on the date your account is activated by you following receipt by you of the acceptance email from CarExamer Ltd. The Agreement shall continue until the Termination Date. CarExamer Ltd reserves the right to terminate Service to Affiliate at any time without prior notice.
- 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.
- The Affiliate shall acquire no rights of any kind in any Intellectual Property belonging to CarExamer Ltd introduced to the affiliate by way of the CarExamer.com affiliate marketing programme.
- CarExamer Ltd reserves the right to terminate the Agreement at any time for any material breach of this agreement or of the Merchant affiliate agreement.
- Upon termination of the agreement the Affiliate shall immediately remove all advertising and links relating to all members of the CarExamer.com programme. The Affiliate is not entitled to earn commission after the termination date.
CarExamer Ltd agrees to pay the affiliate commissions, bounties and other earnings due from valid transactions tracked via the CarExamer.com tracking technologies, subject to Term 3.5 according to the following schedule:
- For payments by Stripe, where the valid transactions are recorded from customers the payment shall be made after every transaction direct to Affiliate’s Stripe account and will clear funds to Affiliate’s bank account within 3-5 days, (or by another payment frequency selected by the affiliate via the CarExamer.com website interface).
- We don’t accept any other method of paying Commissions.
- CarExamer Ltd all payments to Affiliate include VAT amount. VAT invoice will be issued if you are VAT registered on request.
- CarExamer LTD agrees to use all reasonable endeavours to display on the CarExamer.com platform self-billing invoices detailing the Commissions including VAT
- Commission, bounty and other earnings amounts shall be as advertised on the CarExamer.com platform at the time of the transaction.
- Payments will only be made once the Affiliate Account Balance has reached the minimum Payment Threshold Level for the specified payment method, or at a Payment Threshold Level selected by the affiliate in the CarExamer.com platform Interface. CarExamer Ltd reserves the right to vary the payment threshold level at any time without notice to the Affiliate.
- In the event that the Affiliate Account Balance has not reached the payment threshold level, the Affiliate Account Balance shall accrue until such time that it reaches the payment threshold level, when it shall be paid out. In the event that the Affiliate Account Balance has not reached the level of £20 within a 12 months period, CarExamer Ltd reserves the right to close the Affiliate Account and retain the funds, if any, to cover the cost sustained to maintain such account.
- Although CarExamer Ltd shall use all reasonable efforts to adhere to the above payment schedule, Time shall not be considered of the essence in the making of affiliate payments.
- Commission levels are established by the CarExamer Ltd and may be varied from time to time. The CarExamer Ltd may raise or reduce commission levels at any time without notice. CarExamer Ltd will use its best efforts to ensure that 7 days’ notice is given for all commission reductions. It is the affiliates responsibility to monitor commission levels and ensure that they are in accordance with expectations.
- A Commission during the Recall Period may be a Delayed Commission or a Cancelled Commission
- A Cancelled Commission will be deducted from the Affiliate Account. The reason for a Cancelled Commission will be notified to the affiliate via email or via a communication on the affiliate section into the CarExamer.com platform.
- CarExamer Ltd reserves the right not to pay the affiliate for any commissions earned in any month in which a serious material breach of this agreement occurs
- CarExamer Ltd reserves the right to deduct an amount from the affiliate account balance equal to any commission paid out or credited for any transaction which proves to have been fraudulent or illegal
- If an affiliate account has a negative balance because of cancelled commissions, then the negative balance shall become due for payment to CarExamer Ltd immediately
- CarExamer Ltd reserves the right to write off affiliate commission where a program is closed, and the commission has remained unpaid to the affiliate for a period of more than 12 months
- CarExamer Ltd reserves the right to write off affiliate commission where the affiliate has been inactive for a period of more than 12 months and the commission has remained unpaid to the affiliate for a period of more than 12 months. An affiliate is considered inactive where the affiliate has had no transactions for a period or more than 12 months and/or has not logged into the platform for a period of more than 12 months
- CarExamer Ltd reserves the right to write off affiliate commission where the affiliate has been suspended from the program or from the CarExamer Ltd network and the commission has remained unpaid for a period of more than 12 months
- CarExamer Ltd also reserves the right to write off affiliate commission where a program is closed and the affiliate did not reclaim its cashback, if any within 30 days of closure.
CarExamer Ltd obligations and Warranties
- CarExamer Ltd shall use its reasonable endeavours and all reasonable skill and care and in a professional manner to provide the Service. Moreover, CarExamer Ltd will maintain the availability of the CarExamer.com platform in accordance with best industry standards. CarExamer Ltd warrants that it has obtained and will maintain all necessary registrations, consents and licences to enable it to perform its obligations under this Agreement.
- CarExamer Ltd hereby grants to the Affiliate, a worldwide, nonexclusive, royalty free, non-transferable license to display (but not adapt) Advertisements on the Affiliate Website and on its Data Protection Act compliant email.
Affiliate Obligations and Warranties
- You warrant that you are over 18 and legally able to enter into, and to be bound by, this contract
- You agree to keep your account password and access to your CarExamer.com affiliate account secure at all times.
- You agree to provide at all times accurate and non-misleading information to CarExamer Ltd.
- You warrant that the affiliate website does not display or transfer any material which is obscene, racist, offensive, defamatory, threatening, blasphemous or in breach of any third party Intellectual Property Right(s), provided that websites and campaigns that include pornographic or adult content which is not obscene are permitted but only where affiliate’ products and/or services are also categorised as pornographic or adult content.
- You agree that you are solely responsible for verifying the suitability of all advertising. Moreover, you agree that CarExamer Ltd has no responsibility for the content on third party websites.
- You acknowledge that CarExamer Ltd is permitted to act on all instructions and information that CarExamer Ltd reasonably believes comes from you and CarExamer Ltd shall not be liable for any losses, monetary or otherwise if CarExamer Ltd does so act.
- You shall not use any advertisement for display in any unsolicited email (commonly known as spam)
- You agree not to place advertisements in newsgroups, chatroom or any other unsolicited publishing format
- You agree not to place advertisements in unsolicited software applications (commonly known as Spyware)
- You agree not to artificially inflate the number of clicks, impressions or other activity, nor to permit others to do so
- You agree not to change or amend any linking or advertising material supplied by CarExamer Ltd as part of the service
- You agree to receive commercial communications from CarExamer Ltd
- You agree CarExamer Ltd issues self-billing invoices on your behalf, to be displayed on the CarExamer Ltd platform.
- You agree not to use or copy any content or information on the CarExamer Ltd platform without the prior written permission of CarExamer Ltd.
Limitation of Liability
- 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.
- All data and content on the CarExamer.com platform is for personal use only and no warrantees or representations are made by CarExamer Ltd about veracity or suitability
- 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 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.
CarExamer Ltd shall have no Liability:
- for any loss or damage other than Direct Loss;
- for any loss of profit, opportunity, revenue or potential saving (in every case whether direct or indirect);
- for any breach of this Agreement to the extent caused or contributed to by the Affiliate’s breach of this Agreement or negligence.
The Affiliate shall indemnify and hold harmless CarExamer Ltd against any and all losses arising from or connected with:
- 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 Merchant Corporate Identity and/or Materials in accordance with this Agreement;
- any breach by the Affiliate of Clause 5;
- the Affiliates negligence, default or breach of this Agreement;
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:
- nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the Parties; and<
- neither Party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.
- 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.
- CarExamer Ltd reserves the right to deem any affiliate site offering the Service inappropriate and remove the Link (and therefore the Service) without incurring into any liability to the Affiliate. In such circumstances CarExamer Ltd has the right to withhold any money earned (or not banked) by the Affiliate from use of the Service prior to termination.
- CarExamer Ltd reserves the right to alter this agreement at any time upon a 7 days’ notice if possible.
- The parties acknowledge that there is no obligation for CarExamer Ltd to monitor the content on the CarExamer.com platform, and that if you rely on the content on the CarExamer.com platform you do so at your own risk
- The Agreement is subject to the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
- Nothing in the Agreement or the relationship between the parties is intended to have the effect of guaranteeing the Affiliate any continuity of supply or profits.
- The Affiliate confirms that the following information may be posted on the CarExamer Ltd Website: the Affiliate’s identity as one of the entities that has subscribed to the Service; the Affiliates’ activity on the internet, and any information (other than confidential information) that is submitted by the Affiliate to CarExamer Ltd or existing on the Affiliates’ website
- The Law of Contracts (Rights of Third Parties) Act 1999 is excluded
- The Courts of London shall have exclusive jurisdiction.