TERMS AND CONDITIONS
This Norfolkline Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the Norfolkline Affiliate Program (the "Program") of Norfolkline Inc. ("Norfolkline").
BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
1. Definitions. Capitalised terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. "Affiliate Originated Visitor" means a unique end-user who accesses the Norfolkline Site through an Affiliate Link on the Affiliate Site. "Norfolkline Brand Features" means Norfolkline trade names, trademark, service mark and/or logo authorised by Norfolkline and found at norfolkline.com "Norfolkline Content" means Norfolkline-provided articles and other content. "Norfolkline Product" means the Canterbury Products. "Norfolkline Site" means the Norfolkline World Wide Web site which is the destination of the URL included by Norfolkline in the Link. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, whether existing now or in the future including rights in and to all applications and registrations relating to any of the foregoing anywhere in the world. "Link" means a hypertext and/or graphical link, to or from one Web site to another Web site which allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the Norfolkline Site.
2. Affiliate agrees to market and recommend the services of Norfolkline on one or more web site owned or operated by Affiliate (the “Affiliate Site(s)”) and Affiliate has agreed to set up a seamless connection from the Affiliate Site to the Norfolkline Site in return for which Affiliate shall be entitled to receive commission as set out below arising from sales made by Norfolkline from the Affiliate Originated Visitors who have clicked through the Affiliate Link you place on the Affiliate Site.
3. Enrollment in the Program. To begin the enrollment process, Affiliate will submit and complete Affiliate Program application via http://www.norfolkline.com/EN/affiliates/ Norfolkline will evaluate Affiliate's application and notify you of your acceptance or rejection of your application. Norfolkline may reject your application at it’s sole and absolute discretion and reserves the right to terminate this Agreement for any reason at any time with or without notice to Affiliate including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible with the Program. An approved Affiliate will be entered into the program for an initial 6 months from the date the Affiliate submits an accepted application, after which Norfolkline will evaluate the affiliation and may renew the subscription or terminate the service.
4. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Norfolkline Site at the Affiliate Site(s) in no event later than five (5) business days following Norfolkline's acceptance of Affiliate into the Program. Affiliate Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering users to the Norfolkline Site for that Link. Affiliate acknowledges that the Affiliate Site will include the Norfolkline Brand Features, and Affiliate has no right to alter, remove, or customise the Norfolkline Brand Features. Affiliate will not use or display the Link(s) or the Norfolkline Brand Features in a manner that is defamatory, misleading, libelous, and obscene or otherwise potentially damaging to the reputation of Norfolkline, or the goodwill associated with the Norfolkline Brand Features.
5. Affiliate Tracking. When a web surfer clicks through your affiliate link, a cookie is set in their browser that contains your affiliate username. Also, their IP address is tracked in the database along with your affiliate name. When this person decides to buy a product, the script will look for this cookie and/or try to match their IP address to identify the affiliate who will be awarded the commission. Visitors sent through your affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or the are using the same IP address as the one logged in the database. Cookies will expire after 45 days
6. Affiliate Obligations and Restrictions. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the Norfolkline Brand Features; (b) purchasing/bidding/appearing on any search engine keywords/ writing ad copy with Norfolkline Brand related terms; (c) identifying the Affiliate site as an "official site" ("affiliate" or "authorised affiliate" are permitted uses); (d) in any way suggesting that Norfolkline is endorsing any products or services other than its own; (e) and Norfolkline nor present any fake information about Norfolkline; (f) in any way reproduce the Norfokline site or any part of its contents other than to the extent permitted in this Agreement; (g) display or use any Norfolkline Brand Features other than as set out in this Agreement is as may otherwise be agreed in writing by Norfolkline; (h) display or use a Link in a manner that causes the Norfolkline site or any portion of its contents to display within a frame, be associated with any advertising or sponsorship not part of the Website, or otherwise incorporate Norfolkline site content into a third party website; (i) display or use an inline link to any information file contained in the Norfolkline site; (j) alter, block or otherwise prevent display of any content of the Noroflkline site; (k) link to the Norfolkline site through any other URL or mirrored website; (l) link to the Affiliates website may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious, or if the Norfolkline site infringes any third party rights or otherwise does not comply with all applicable laws or regulations; and (m) changing any Norfolkline Product price and/or offering any additional Affiliate discounts or rebate on any Norfolkline Product which would come out of the price payable by the customer to Norfolkline. Affiliate hereby agrees to indemnify, defend and hold harmless Norfolkline, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site. Affiliate agrees promptly to implement any request from Norfolkline to remove, alter or modify any graphic or banner advertisement submitted by Norfolkline that is being used by Affiliate at any time on the Affiliate site.
7. Competitive Services. If you are approved as an Affiliate, Norfolkline would prefer that you not be an affiliate or otherwise promote market or sell any products that are competitive with Norfolkline Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying Norfolkline and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.
8. Order Processing. Norfolkline will process orders placed by users who follow the Links from Affiliate's Site to Norfolkline's Web Site. Norfolkline shall have the sole right and responsibility for processing all orders made by Affiliate Originated Visitors. Affiliate acknowledges that all agreements relating to the sales to Affiliate Originated Visitors shall be between Norfolkline or its providers and Affiliate Originated Visitors. Norfolkline reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). Norfolkline will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Affiliated Links from Affiliate Site to Norfolkline Site will be tracked by Canterbury tracking software (the "Tracking Data"). Affiliate will have access to reporting center at http://www.norfolkline.com/EN/affiliates/ where Affiliate can check the Affiliate Site's sales activity on a daily basis. To permit accurate tracking and reporting, Affiliate must ensure that the Links between Affiliate Site and Norfolkline Site are properly formatted and are maintained.
9. Commissions. Phone sales are not eligible for commissions under this program. In order to be eligible to earn a commission, your clients must order by clicking on the affiliate link you place on your Affiliate site. 7% on Ferries to France route, 4% on Irish Sea ferry routes and 4% on Scotland - Belgium ferry route from the total sale amount will be allocated to the affiliate account on every confirmed booking order from the Norfolkline website.
There will be no commission on the 1st Sale generated from the affiliate links.
If it is later found that the customer's purchase was refunded, we retain the right to withhold any payments to you resulting from that individual's purchases.
The affiliate scheme relies on cookies to track customers. If for whatever reason, the customer isn't using cookies, or the cookie expires or the customer deletes the cookie, they cannot be tracked and you will not earn commission for any sales that customer may make. Our cookies are set to expire after one year.
If at any time the commissions owed to you become less than the total deductions due to refunds as mentioned above the difference shall be immediately payable to Norfolkline.
Commission may not be paid to an affiliate if the details we hold for that affiliate are not accurate. It is the affiliate's responsibility to make sure that Norfolkline is notified of any change of address.
For every sale the commissions will only be paid to last affiliate that has referred the visitor to the website. If the visitor has last visited from organic search or from other marketing methods from Norfolkline the cookies will be overwritten and the affiliate will not be paid on the commission
10. Payments. Subject to Section 7 above, Norfolkline will pay Affiliate the Commissions earned which payments will be calculated on a monthly basis. Approximately forty-five (45) days following the end of each calendar month during the agreement, Norfolkline will send Affiliate a cheque for the Commissions you earned in such month, less any other fees or reduction for returns that Norfolkline is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions (the “Cheque”) and a statement showing how the amount of the Cheque was calculated (the “Statement”). If the Commissions payable to Affiliate for any calendar month are less than £50.00, Norfolkline will hold those fees until the total amount due is at least £50.00 (unless this Agreement is terminated). In no circumstances shall Norfolkline be obliged to make any payments to Affiliate in relation to bookings for which full payment has not been made in or in relation to which Norfolkline has had to give an Affiliate Originated Visitor refund. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions and Affiliate hereby agrees to indemnify and hold Norfolkline harmless from any and all claims, damages and expenses (including, without limitation, legal fees) arising from such tax liability.
11. Taxes. All sums payable pursuant to this Agreement are exclusive of value added tax (“VAT”) or its equivalents in any jurisdiction outside the United Kingdom which shall, where applicable, be payable in addition. Affiliate shall within seven days of receipt of each Statement provide to Norfolkline a valid VAT invoice in respect of the total Commissions earned during the period to which that Statement refers.
12. License Grant. Norfolkline hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, revocable worldwide license, to use, reproduce, publicly perform, distribute and display the Norfolkline Brand Features and Norfolkline Content at the Affiliate Site solely in the form delivered by Norfolkline and solely for the purpose of creating Links between the Sites. Affiliate is only entitled to use the Norfolkline Brand Features and Norfolkline Content to the extent that the Affiliate is a member in good standing in the Program. Affiliate shall remove such Norfolkline Brand Features and Norfolkline Content upon request by the other party except as expressly set forth in this Agreement. Affiliate my not copy, distribute, modify, reverse engineer, or create derivative works from Norfolkline’s works nor shall it be entitled to sublicence, assign or transfer any such licences for the use of Norfolkline’s works, and any attempts at such sublicence, assignment or transfer is void.
13. Reservation of Rights. Norfolkline reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Norfolkline retains all right, title, and interest in and to the Norfolkline Brand Features and the Norfolkline Site, together with all Intellectual Property Rights thereto. In addition, Norfolkline shall establish all Norfolkline Product pricing and associated fees. Norfolkline may, in its sole discretion, change the Norfolkline Product pricing with or without notice.
14. Program Information. Norfolkline will own all right, title and interest in and to all information that is created or collected in the operation of the Norfolkline Site including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the Norfolkline Site generated through the Affiliate Link(s), (the "Sales Information"). Norfolkline will not share contact information to Affiliates and/or other third parties. Norfolkline will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without Norfolkline's prior approval. Subject to the terms and conditions of this Agreement, Norfolkline grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. Each party shall comply with its respective privacy policies and statements in handling, using and disclosing any Contact Information and Sales Information.
15. Termination. The affiliate program is only until 1st August 2009 after which Norfolkline will evaluate the affiliation and may renew the subscription or terminate the service. Until 1st August 2009 this Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by Norfolkline, with or without cause, with notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the Norfolkline Brand Feature from the Affiliate Site, and notifying Norfolkline of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and Norfolkline Brand Features from Affiliate Site; (iii) destroy any copies of material from the Norfolkline site which are on the Affiliate site; (iv) Norfolkline will pay Affiliate any accrued and unpaid Fees, provided such fees exceed £50; and (v) Sections 16, 17, 18, 19, 20, 22, and 23 and this sentence will survive. If Norfolkline should terminate this Agreement because Affiliate is in breach of a material term, Norfolkline may withhold Commissions or payable to you in an amount equal to the amount by which Norfolkline believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach.
16. Modification. At any time and in Norfolkline’s sole discretion, Norfolkline may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on http://www.norfolkline.com/EN/affiliates/ and/or (ii) e-mailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued participation in the program following Norfolkline’s posting of a change notice or new agreement on http://www.norfolkline.com/EN/affiliates/ and/or affiliate’s receipt of a revised agreement will constitute binding acceptance of the modification.
17. Liability which cannot be excluded by law. Norfolkline does not exclude or limit its liability for (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation or (iii) any other liability which cannot be excluded by applicable law.
18. Affiliate represents to Norfolkline that it has the authority to enter into this Agreement.
19. Disclaimer. SUBJECT ALWAYS TO SECTION 15: (I) THE Norfolkline SITE AND RELATED SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY ; (II) EXCEPT FOR THE EXPRESS TERMS OF THIS AGREEMENT,AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Norfolkline EXPRESSLY EXCLUDES AND DISCLAIMS ALL TERMS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REGARDING THE Norfolkline SITE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED TERM, CONDITION OR WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (IV) Norfolkline MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF Norfolkline’S SITE, OR Norfolkline’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (V) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Norfolkline SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA; AND (VI) Norfolkline SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF Norfolkline’S PRODUCTS.
20. Limitation of Liability. SUBJECT ALWAYS TO CLAUSE 15, UNDER NO CIRCUMSTANCES WILL Norfolkline BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR (I) LOSS, WHETHER DIRECT OR INDIRECT, OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS OR (II) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES IN EACH CASE ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, BUT SUBJECT ALWAYS TO CLAUSE 15, Norfolkline’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
21. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to Norfolkline that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorised by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold Norfolkline harmless from any and all claims, damages and expenses (including, without limitation, legal fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one’s behalf, such person represents to Norfolkline that he or she is an individual, 18 years of age or older, who is a U.K. or a European Union national and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.
22. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Norfolkline without first submitting such material to Norfolkline and receiving written consent from Norfolkline.
23. Relationship of Parties. Affiliate and Norfolkline are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Norfolkline’s behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.
24. Communications. Affiliate agrees that by becoming a Norfolkline Affiliate, Norfolkline will contact you on a periodic basis with information about Norfolkline’s affiliate programs.
25. Geographic Scope. All the rights and obligations of both Norfolkline and Affiliate are valid only within the United States, UK and EU.
26. Miscellaneous. This Agreement shall be interpreted in accordance with English Law without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in the English Courts. This Agreement contains the entire agreement between Norfolkline and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Norfolkline and Affiliate with respect to the subject matter hereof. The invalidity of unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. No failure of either party to exercise or enforce any of its rights under the Agreement shall act as a waiver of such rights. Affiliate may not assign all or any part of this Agreement without Norfolkline’s prior written consent. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. Except as set forth in Section 14, this Agreement may not be modified without the prior written consent of both parties.
27. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or confirmed electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to Norfolkline will be directed to CCC e-commerce, c/o MAM Processing Lodge Road, Sandbach, Cheshire CW11 3HP SL6 1AD. (e-shop@Norfolkline.co.uk)
28. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR REPRESENTATIONS MADE FRAUDULENTLY.
29. Third Party Rights. No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
As of 21.07.2008