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TempIR terms and conditions

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TempIR terms and conditions contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term (indefinite); each registration form creates distinct contract .
  3. Affiliate Programme: affiliate control panel; grant of licence to use affiliate links; inclusion and maintenance of affiliate links; amendments to links; no warranties regarding affiliate links.
  4. Licence of
    Merchant
    Trade Marks
    :
    licence to use trade marks; sub-licensing of rights to use trade marks; trade mark style guide; standard of use of trade marks; use of trade mark symbols; prohibition on actions liable to damage trade marks; restrictions relating to similar trade marks; goodwill in trade marks; trade marks further assurance; exceptions to territorial restrictions in trade mark licence; specific request to cease use of trade marks; right to make reasonable demands in relation to use of trade marks; identify trade mark licensor on each public use; no assignment of trade marks; no implied rights to trade marks; trade marks upon termination.
  5. Affiliate
     obligations:
    Affiliate
     cooperation and assistance for affiliate programme;
    Affiliate
     website obligations; prohibitions on affiliate; protection of 
    Merchant
    and
    Merchant
    website reputation and goodwill.
  6. Support Services: support services provision (SoW); standard of support services.
  7. Commission: obligation to pay commission upon trigger event; exclusions on commission payments; VAT in calculation of commission; variation of commission rates; commission after termination.
  8. Accounting for Commission: notice of commission payable; obligation to issue of invoice for commission; time for payment of commission following invoice.
  9. Charges and payments: obligation to pay charges; amounts inclusive or exclusive of VAT; issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  10. Payment methods, interest and set off: payment methods for commission; withholding tax deduction; interest on late payments; repayment of overpayments; right of set off.
  11. Affiliate
    's confidentiality obligations:
    Affiliate
    confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  12. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  13. Affiliate
     indemnity:
    second party indemnifies first party upon breach.
  14. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap based on 
    Merchant
     payments.
  15. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
  16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  17. Notices: contractual notices by email or through
    Merchant
     website.
  18. General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  19. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
  20. Statutory and regulatory disclosures: copy of document not filed; language of document; value added tax number.

SCHEDULE 1 (COMMISSION)

    Introduction to affiliate trigger events and commission details; acknowledgement.
  1. Purchase: purchase trigger event specification; purchase commission specification.
  2. Registration: registration trigger event specification; registration commission specification.
  3. Visit: visit trigger event specification; visit commission specification.
  4. Sub-affiliate supplementary payments: calculation of sub-affiliate supplementary payments.