Thank you for signing up for the Lintbells Affiliate Program.
Below, you can find Lintbells Affiliate Program Terms and Conditions. Please take your time to carefully read these Affiliate Program Terms and Conditions before proceeding with the registration.
By completing your registration, you indicate the acceptance of these Terms and Conditions which is a precursor for your acceptance into the Affiliate Program.
If you have any questions in relation to these Terms and Conditions or the Lintbells Affiliate Program in general, please do not hesitate to contact us at vet@lintbells.com
PLEASE MAKE SURE YOU READ THESE TERMS AND CONDITIONS
THIS IS A LEGAL AGREEMENT BETWEEN THE AFFILIATE (THE VET PRACTICE) AND LINTBELLS LIMITED
BY CONTINUING WITH THE APPLICATION, THE AFILLIATE AGREES TO HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND AGREES TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
Overview
(A) Lintbells is a supplier and distributor of pet supplement products, and the owner of “YuMOVE” brand and yumove.co.uk website.
(B) The Affiliate is a vet practice.
(C) These Terms and Conditions state the terms and conditions upon which Affiliate agrees to participate in the Lintbells’ Affiliate Program.
(D) Affiliate Program is a scheme under which the Affiliate, using Lintbells Affiliate Platform, provides referral links to Customers to subscribe to the Products on yumove.co.uk website and receives an Affiliate Payment (via CakePay) for Products purchased via the referral link.
Agreed terms
1. Definitions and interpretation
The definitions and rules of interpretation in this clause apply in these Term and Conditions.
1.1 Definitions:
Affiliate: means a vet practice agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein.
Agreement: refers to these Terms and Conditions of the Affiliate Program.
Affiliate Payment: see Clause 3.1
Business Day: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.
CakePay: Lintbells Affiliate Platform payment system used to process and make payments of the Affiliate Payment. CakePay terms and conditions: https://getcake.com/wp-content/uploads/2023/05/CAKEAffiliateTerms-AffiliatePortal.pdf
Control: the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.
Customer: means a customer of the Affiliate vet practice who subscribes to the Products.
Lintbells: mean Lintbells Limited t/a Vetnique a company registered in England and Wales under number 05928692 whose registered office is at Unit 6, The Quad, Butterfield Business Park, Luton, LU2 8EU.
Lintbells Affiliate Platform: Platform used to manage the Affiliate Program, generate and send referral links, tracking referrals, calculating and paying Affiliate Payments via CakePay.
Products: means Lintbells’ products stated in the Schedule. The products of the type and specification manufactured and packed under the Trade Marks and any other products developed by Lintbells which Lintbells can make available to the Customer through Affiliation Program.
Quarter or Quarterly: means a three-month period running from October – December, January – March, April- June, July – September.
The Schedule: means the product and pricing schedule showing:
1. The Products available through Affiliate Program
2. The price (excluding VAT) the Consumer will pay for each Product.
3. The % of the Affiliate Payment; and
4. The amount paid as an Affiliate Payment, for every Product sent to the Consumer.
Trade Marks: the registered trade marks of Lintbells from time to time.
1.2 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.3 Words in the singular shall include the plural and vice versa.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 A reference to writing or written includes fax and e-mail.
1.6 References to clauses and the Schedule are to the clauses and the Schedule of this Agreement.
1.7 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.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2Affiliate's undertakings
To participate in the Affiliate Program, the Affiliate undertakes and agrees to:
- follow the prescribed process to sign up and use of the Lintbells Affiliate Platform, to take part in the Affiliate Program and receive Affiliate Payment via CakePay;
- agree to the terms and conditions of CakePay (https://getcake.com/wp-content/uploads/2023/05/CAKEAffiliateTerms-AffiliatePortal.pdf), in order to receive the Affiliate Payment.
- use Lintbells Affiliate Platform to generate Customer referral links and send them to the Customer;
- ensure the Customer referral links are single use for each Customer and are not shared;
- be solely responsible for updating their details on the Lintbells Affiliate Platform including payment details. Failing to provide correct details in advance to Lintbells will result in delays or loss of the Affiliate Payment;
- disclose any changes to the Affiliate’s ownership and control.
- Lintbells Rights and Obligations
- Lintbells reserves the right to monitor the Lintbells Affiliate Platform at any time to determine whether the Affiliate is following these Terms and Conditions.
- Lintbells reserves the right to amend, add or remove any of these Terms and Conditions and the Schedule at any time. The Affiliate will be notified in advance of any changes.
- Affiliate Payment
- Subject to and conditional upon the Affiliate complying in all material respects with its undertakings in clause 2, Lintbells shall pay the Affiliate Payment in accordance with the Schedule.
- In accordance with the Schedule, every sale associated with each Customer referral link will be tracked on yumove.co.uk website and the Affiliate Payment will be calculated as 25% of the total Net sales (excl. VAT).
- Lintbells Affiliate Platform will create invoices for the Affiliate on a quarterly basis which can be viewed within the Lintbells Affiliate Platform.
- Any Product refunds or returns will be tracked and adjusted in either the current or subsequent Quarter. No Affiliate Payment will be made on the returned or refunded Products.
- The invoices will include quantity and comission value in sterling (GBP) per Product.
- Affiliate Payments and any other sums payable under this Agreement shall be paid in sterling (GBP) into Affiliate’s bank account through CakePay.
- Affiliate Payments under this Agreement shall be paid Quarterly, within 60 days of the end of the previous Quarter.
- Lintbells’ determination of the amount of Affiliate Payments due and payable in any period shall be final and binding on the Affiliate in the absence of manifest error or fraud.
- Commencement, duration and termination
- These Terms and Conditions will begin to apply to the Affiliate upon Lintbells accepting the Affiliate application, and the application will continue indefinitely unless terminated hereunder.
- Either party may terminate this Agreement at any time by providing 30 days’ written notice to the other party.
- Lintbells reserves the right to terminate Affiliate participation in the Affiliate Program immediately and without prior notice if the Affiliate commits fraud or abuse this Affiliate Program in any way (including material breaches of section 5.4 of this Agreement). If such fraud or abuse is detected, Lintbells shall not be liable to the Affiliate for any Affiliate Payment.
- Without affecting any other rights or remedies to which it may be entitled, either party may give notice in writing to the other terminating this Agreement immediately if:
- the other party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default for more than 30 days;
- the other party repeatedly breaches any of the terms of this Agreement in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
- an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;
- the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
- there is a change of Control of the other party.
- Consequences of termination
- Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
- Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
- Confidentiality
- Each party 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 provided by clause 7.2.
- Each party may disclose the other party's confidential information:
- to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under 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
- as may be required by law, court order or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
- Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, LINTBELLS WILL NOT BE LIABLE TO THE AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF LINTBELLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LINTBELLS’ CUMULATIVE LIABILITY TO THE AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE PAYMENT PAID TO THE AFFILIATE UNDER THIS AGREEMENT.
- Entire Agreement
- 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.
- 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 based on any statement in this Agreement.
- Assignment and other dealings
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 and obligations under this Agreement.
- Waiver
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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- No partnership or agency
- 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
14. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
15. Agreement Acceptance
The Agreement is an electronic contract that sets out the legally binding terms of the Affiliate participation in the Lintbells Affiliate Program. The Affiliate indicates acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Affiliate Program application/registration process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
The Schedule
