TempIR terms and conditions
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Ask about this documentTempIR terms and conditions contents
- Definitions: definitions.
- Term: commencement of term; end of term (indefinite); each registration form creates distinct contract .
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.- Licence of
: 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.MerchantTrade Marks - Affiliateobligations:Affiliatecooperation and assistance for affiliate programme;Affiliatewebsite obligations; prohibitions on affiliate; protection ofMerchantandMerchantwebsite reputation and goodwill.
Support Services : support services provision (SoW); standard of support services.- Commission: obligation to pay commission upon trigger event; exclusions on commission payments; VAT in calculation of commission; variation of commission rates; commission after termination.
- Accounting for
Commission : notice of commission payable; obligation to issue of invoice for commission; time for payment of commission following invoice. - 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.
- Payment methods, interest and set off: payment methods for commission; withholding tax deduction; interest on late payments; repayment of overpayments; right of set off.
- Affiliate's confidentiality obligations:Affiliateconfidentiality 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.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Affiliateindemnity: second party indemnifies first party upon breach.
- 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 Merchantpayments.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: contractual notices by email or through Merchantwebsite.
- General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
- 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.
- Purchase: purchase trigger event specification; purchase commission specification.
- Registration: registration trigger event specification; registration commission specification.
- Visit: visit trigger event specification; visit commission specification.
- Sub-affiliate supplementary payments: calculation of sub-affiliate supplementary payments.