Affiliate terms and conditions
Please read these Terms and Conditions before applying to become an affiliate. In
these Terms and Conditions, we set out our and your legal rights and obligations in
relation to our affiliate programme. You will be asked to agree to these Terms and
Conditions before becoming an affiliate.
- Definitions
1.1 In these Terms and Conditions, except to the extent expressly provided
otherwise:
“Affiliate” means the person or entity identified as such in the Registration
Form;
“Affiliate Link” means a hyperlink from the Affiliate Website to the Merchant
Website in a form specified by the Merchant that enables the Merchant to
track visitors from the Affiliate Website to the Merchant Website using the
affiliate tracking system operated by the Merchant;
“Affiliate Programme” means the affiliate programme detailed in these
Terms and Conditions and on the Merchant Website;
“Affiliate Website” means the website or websites owned and operated by
the Affiliate that is / are identified by the Affiliate on the Registration Form or
subsequently approved by the Merchant to carry Affiliate Links;
“Business Day” means any weekday other than a bank or public holiday in
England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a
Business Day;
“Commission” means, with respect to each Trigger Event, the relevant
amount specified in schedule 1 (Commission) ;
“Contract” means a contract made under these Terms and Conditions
between the Merchant and the Affiliate;
“Effective Date” means, following the Affiliate completing and submitting the
Registration Form, the date upon which the Merchant sends to the Affiliate an
email confirming that the Contract has come into force;
“Force Majeure Event” means an event, or a series of related events, that
is outside the reasonable control of the party affected (including failures of
the internet or any public telecommunications network, hacker attacks, denial
of service attacks, virus or other malicious software attacks or infections,
power failures, industrial disputes affecting any third party, changes to the
law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Merchant” means China Sourcing Agents Intl. Corp. Ltd., a company
incorporated in Hong Kong (registration number 2871085) having its
registered office at Flat 510, 5/F, Wayson Commercial Building, 28 Connaught
Road West, Sheung Wan, Hong Kong.;
“Merchant Website” means the website accessible via
https://shengmilo.net/ and https://shengmilo.co.uk/ , plus any other website
notified by the Merchant to the Affiliate during the Term;
“Prohibited Content” means materials that constitute, or that the Merchant
reasonably determines constitute:
(a) material that breaches any applicable laws, regulations or legallybinding codes;
(b) material that infringes any third party intellectual property rights or
other third party legal rights;
(c) indecent, obscene, pornographic or lewd material;
(d) material that is offensive or abusive, or is likely to cause annoyance,
inconvenience or anxiety to another internet user; and/or
(e) computer viruses, spyware, trojan horses or other malicious or harmful
routines, programs or software;
“Registration Form” means the form published by the Merchant on the
Merchant Website enabling users to apply to become affiliates of the
Merchant;
“Term” means the term of the Contract, commencing in accordance with
clause 2.1 and ending in accordance with clause 2.2;
“Terms and Conditions” means these terms and conditions including any
schedules, and any amendments to these Terms and Conditions from time to
time; and
“Trigger Event” means the event or events described as such in schedule 1
(Commission) , providing that such event is attributed to the Affiliate (and not
to any other affiliate of the Merchant) by the affiliate tracking system of the
Merchant. - Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force indefinitely, subject to termination in
accordance with clause 10 or any other provision of these Terms and
Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each accepted
Registration Form shall create a distinct contract under these Terms and
Conditions. - Affiliate Programme
3.1 The Merchant shall make available to the Affiliate during the Term an affiliate
control panel on the Merchant Website, although the Merchant does not
guarantee uninterrupted availability of the affiliate control panel. Using the
affiliate control panel, the Affiliate may:
(a) keep the account details and preferences of the Affiliate up to date;
(b) access analytics information relating to the performance of the Affiliate;
and
(c) download software code for the Affiliate Links.
3.2 The Merchant grants to the Affiliate during Term only a worldwide, nonexclusive
and royalty-free licence to publish the Affiliate Links on the Affiliate
Website.
3.3 The Affiliate must within 5 Business Days following the Effective Date include
at least 1 Affiliate Link on the Affiliate Website; and the Affiliate must
maintain at least 1 Affiliate Link on the Affiliate Website for the remainder of
the Term.
3.4 The Merchant may at any time during the Term request amendments to the
Affiliate Links and/or to the positioning and display of the Affiliate Links on
the Affiliate Website for the purpose of ensuring consistency and quality in
the use of the trade marks and branding of the Merchant; and to the extent
that such requests are reasonable the Affiliate must make such amendments
within 5 Business Days following receipt of the request.
3.5 The Merchant does not warrant or represent that the use of the Affiliate Links
by the Affiliate will not infringe any third party Intellectual Property Rights or
other legal rights, or give rise to any other liability on the part of the Affiliate. - Affiliate obligations
4.1 The Affiliate shall provide to the Merchant:
(a) all such co-operation and assistance as are reasonably requested by the
Merchant in connection with the Affiliate Programme; and
(b) all such information and documentation as are reasonably requested by
the Merchant in connection with the Affiliate Programme.
4.2 The Affiliate must during the Term:
(a) keep the Affiliate Website up to date and in good working order;
(b) ensure that the quality of design, content and functionality on the
Affiliate Website does not materially deteriorate;
(c) ensure all marketing relating to the Affiliate Website (both online and
offline) is in accordance with applicable law, any applicable codes of
practice, and good industry practice generally; and
(d) ensure that all Affiliate Links are in such form and on such pages of the
Affiliate Website as may be specified or agreed by the Merchant from
time to time.
4.3 The Affiliate must not:
(a) include any Prohibited Content or any hyperlink to Prohibited Content
on the Affiliate Website;
(b) market the Affiliate Website using spam or unsolicited emails or other
unsolicited communications, or using any form of spyware,
parasiteware, adware or similar software, or using any other antisocial
or deceptive methods;
(c) increase or seek to increase the number of Trigger Events or the
amount of the Commission using any fraudulent or deceptive method;
or
(d) advertise, directly or indirectly, any Affiliate Link or the Affiliate Website
on any advertising platform that has been notified by the Merchant to
the Affiliate as a prohibited advertising platform.
4.4 The Affiliate must not take any action that will or is reasonably likely to have
a material negative impact on the reputation and/or goodwill of the Merchant
or the Merchant Website. - Commission
5.1 In respect of each Trigger Event, the Merchant shall pay the Commission to
the Affiliate in accordance with these Terms and Conditions.
5.2 Notwithstanding any other provision of these Terms and Conditions, no
Commission shall be due to the Affiliate in respect of:
(a) any action taken by or on behalf of the Affiliate, any parent undertaking
or subsidiary of the Affiliate, any employee, agent or officer of the
Affiliate or any parent undertaking or subsidiary of the Affiliate, or any
natural person related to any of the above;
(b) any amount paid to the Merchant by means of the fraudulent or
unlawful use of a credit, debit or other payment card, or by any other
fraudulent or unlawful means; or
(c) any purchases that are subsequently cancelled, refunded, reversed or
charged back,
and the Merchant will be entitled to require repayment of any Commission
paid by the Merchant to the Affiliate in any of these circumstances.
5.3 If the Affiliate is registered for VAT or is otherwise required by applicable law
to charge VAT to the Merchant with respect to the Commission then:
(a) all Commission amounts stated in or calculated in accordance with
these Terms and Conditions are stated inclusive of VAT payable by the
Merchant to the Affiliate;
(b) the Affiliate is solely responsible for accounting for such VAT to the
relevant tax authorities; and
(c) the Affiliate must ensure that the invoices it provides to the Merchant in
accordance with these Terms and Conditions are valid VAT invoices.
5.4 The Merchant may vary Commission rates from time to time by giving written
notice of the rate variation to the Affiliate, but this will not affect any liability
to pay Commission that accrues before the date of the variation.
5.5 Following the termination of the Contract, the Affiliate shall continue to be
entitled to Commission in respect of Trigger Events that occurred before
termination, unless the Contract is terminated by the Merchant under clause
10.2 or clause 10.3, in which case the Affiliate shall not be entitled to any
Commission following termination. - Accounting for Commission
6.1 Within the period of 10 Business Days following the end of each calendar
month, the Merchant shall notify the Affiliate by means of the affiliate control
panel, that Affiliate can access any time on the website, of the amount of
Commission due in respect of payments received by the Merchant during that
calendar month, taking into account any cancellations, refunds, reversals and
charge-backs during that calendar month.
6.2 The Affiliate must issue an invoice to the Merchant for Commission that is
earned during a calendar month before the end of the next following calendar
month, uless agreed otherwise.
6.3 The Merchant must pay Commission due to the Affiliate under an invoice
within the period of 30 days following the date issue of an invoice in
accordance with this clause 6. - Payment methods, interest and set off
7.1 The Merchant must pay the Commission due to the Affiliate by bank transfer,
or PayPal (using such payment details as are notified by the Affiliate to the
Merchant from time to time).
7.2 If the Merchant is required by applicable law to deduct withholding tax or any
other taxes or duties from any amounts payable to the Affiliate under the
Contract, then the Merchant may deduct such taxes or duties from the
amounts payable before paying the residual amounts to the Affiliate.
7.3 If the Merchant does not pay any amount properly due to the Affiliate under
these Terms and Conditions, the Affiliate may charge the Merchant interest
on the overdue amount at the rate of 2% per annum (which interest will
accrue daily until the date of actual payment and be compounded at the end
of each calendar month). The Affiliate acknowledges and agrees that it shall
have no right to claim interest or statutory compensation under the Late
Payment of Commercial Debts (Interest) Act 1998, and that its contractual
rights under this clause 7.3 constitute a substantial remedy within the
meaning of that Act.
7.4 If any amount is paid by the Merchant to the Affiliate in relation to the
Contract, and the Affiliate was not entitled to receive or is not entitled to
retain that payment under the express provisions of the Contract, then the
Affiliate must repay such amount to the Merchant promptly and in any case
within 5 Business Days following receipt of a written request from the
Merchant for the Affiliate to do so.
7.5 The Merchant may at any time set off any amount that the Affiliate owes to
the Merchant against any amount that the Merchant owes to the Affiliate, by
sending to the Affiliate a written notice of this. - Warranties
8.1 The Merchant warrants to the Affiliate that it has the legal right and authority
to enter into the Contract and to perform its obligations under these Terms
and Conditions.
8.2 The Affiliate warrants to the Merchant that it has the legal right and authority
to enter into the Contract and to perform its obligations under these Terms
and Conditions.
8.3 All of the parties’ warranties and representations in respect of the subject
matter of the Contract are expressly set out in these Terms and Conditions.
To the maximum extent permitted by applicable law, no other warranties or
representations concerning the subject matter of the Contract will be implied
into the Contract or any related contract. - Limitations and exclusions of liability
9.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from
negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable
law; or
(d) exclude any liabilities that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this clause 9 and
elsewhere in these Terms and Conditions:
(a) are subject to clause 9.1; and
(b) govern all liabilities arising under these Terms and Conditions or
relating to the subject matter of these Terms and Conditions, including
liabilities arising in contract, in tort (including negligence) and for
breach of statutory duty, except to the extent expressly provided
otherwise in these Terms and Conditions.
9.3 The Merchant will not be liable to the Affiliate in respect of any losses arising
out of a Force Majeure Event.
9.4 The Merchant will not be liable to the Affiliate in respect of any loss of profits
or anticipated savings.
9.5 The Merchant will not be liable to the Affiliate in respect of any loss of
revenue or income.
9.6 The Merchant will not be liable to the Affiliate in respect of any loss of use or
production.
9.7 The Merchant will not be liable to the Affiliate in respect of any loss of
business, contracts or opportunities.
9.8 The Merchant will not be liable to the Affiliate in respect of any loss or
corruption of any data, database or software.
9.9 The Merchant will not be liable to the Affiliate in respect of any special,
indirect or consequential loss or damage. - Termination
10.1 Either party may terminate the Contract by giving to the other party at least
30 days’ written notice of termination.
10.2 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if the other party commits a material breach
of these Terms and Conditions.
10.3 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any
arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the other
party;
(c) an order is made for the winding up of the other party, or the other
party passes a resolution for its winding up (other than for the purpose
of a solvent company reorganisation where the resulting entity will
assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes
incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order. - Effects of termination
11.1 Upon the termination of the Contract, all of the provisions of these Terms and
Conditions shall cease to have effect, save that the following provisions of
these Terms and Conditions shall survive and continue to have effect (in
accordance with their express terms or otherwise indefinitely): clauses 1, 5.2,
5.3, 5.5, 6, 7, 9, 11 and 13.
11.2 Except to the extent that these Terms and Conditions expressly provides
otherwise, the termination of the Contract shall not affect the accrued rights
of either party. - Notices
12.1 Any notice from one party to the other party under these Terms and
Conditions must be given by one of the following methods:
(a) sent by email to the relevant email address specified on the
Registration Form (in the case of the Affiliate) or on the Merchant
Website (in the case of the Merchant), in which case the notice shall be
deemed to be received upon receipt of the email by the recipient’s
email server; or
(b) sent using the contractual notice mechanism incorporated into the
Merchant Website, in which case the notice shall be deemed to be
received upon dispatch,
providing that, if the stated time of deemed receipt is not within Business
Hours, then the time of deemed receipt shall be when Business Hours next
begin after the stated time. - General
13.1 No breach of any provision of the Contract shall be waived except with the
express written consent of the party not in breach.
13.2 If any provision of the Contract is determined by any court or other
competent authority to be unlawful and/or unenforceable, the other
provisions of the Contract will continue in effect. If any unlawful and/or
unenforceable provision would be lawful or enforceable if part of it were
deleted, that part will be deemed to be deleted, and the rest of the provision
will continue in effect (unless that would contradict the clear intention of the
parties, in which case the entirety of the relevant provision will be deemed to
be deleted).
13.3 The Merchant may vary the Contract by giving to the Affiliate at least 30
days’ written notice of the variation. Subject to this, the Contract may only be
varied by a written document signed by or on behalf of each of the parties.
13.4 The Affiliate hereby agrees that the Merchant may assign the Merchant’s
contractual rights and obligations under the Contract to any successor to all
or a substantial part of the business of the Merchant from time to time. Save
to the extent expressly permitted by applicable law, the Affiliate must not
without the prior written consent of the Merchant assign, transfer or
otherwise deal with any of the Affiliate’s contractual rights or obligations
under the Contract.
13.5 The Contract is made for the benefit of the parties, and is not intended to
benefit any third party or be enforceable by any third party. The rights of the
parties to terminate, rescind, or agree any amendment, waiver, variation or
settlement under or relating to the Contract are not subject to the consent of
any third party.
13.6 Subject to clause 9.1, these Terms and Conditions shall constitute the entire
agreement between the parties in relation to the subject matter of these
Terms and Conditions, and shall supersede all previous agreements,
arrangements and understandings between the parties in respect of that
subject matter.
13.7 The Contract shall be governed by and construed in accordance with Hong
Kong law.
13.8 The courts of Hong Kong shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with the Contract. - Statutory and regulatory disclosures
14.1 The Merchant will not file a copy of these Terms and Conditions specifically in
relation to each person with whom the Merchant contracts and, if the
Merchant updates these Terms and Conditions, the version to which the
Affiliate originally agreed may no longer be available to the Affiliate. The
Merchant recommends that the Affiliate saves a copy of these Terms and
Conditions for future reference.
14.2 These Terms and Conditions are available in multiple languages, but in case
of disagreement, only the English language Terms and Conditions applies.
SCHEDULE 1 (COMMISSION)
This schedule 1 sets out details of the Trigger Events which may give rise to an
obligation to pay Commission under the Contract, along with details of the
Commission which may be payable with respect to each Trigger Event.
The Affiliate acknowledges that the specifications of Trigger Events and Commission
that are set out in this schedule 1 are subject to the exceptions, qualifications and
conditions set out in the main body of these Terms and Conditions.
Purchase
Trigger Event: a purchase of the goods or services of the Merchant on the Merchant
Website made by a user who first visited the Merchant Website by means of an
Affiliate Link and who made such purchase within the period of 30 days following
the date of that visit.
Commission: 3% of the amount paid by the user to the Merchant in the course of
the purchase (where that amount excludes VAT paid by the user to the Merchant).
