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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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).
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