Introduction:
These terms and conditions are set out by Tracesmart Ltd and govern the usage of the Tracesmart® Affiliate Program, whilst also constituting an agreement between Tracesmart Ltd and any person or company wishing to participate in the Tracesmart® Affiliate Program. They must be agreed to by any person or company wishing to join and use the Tracesmart® Affiliate Program.

Tracesmart® provides its affiliate program to establish mutually beneficial relationships with the person or company affiliated to the Tracesmart® Affiliate Program, whereby we pay affiliates a commission for any person(s) that purchase a service/product from Tracesmart® as a direct result of them being referred to http://www.tracesmart.co.uk  or one of its respective web pages by an internet connection on the affiliates designated website(s).

Definitions:

1. General Terms

To join and continue affiliation to the TSAP, all content on sites owned by You which are associated with the TSAP and/or the TS Site, whether it be directly or indirectly, must be appropriate. Any sites containing, linking to or associated with sites which contain obscene, pornographic, abusive, bigoted, libellous, defamatory, prejudice, hate oriented, racist, illegal, cracking or hacking content are prohibited from the TSAP.

You must ensure that all contents of Your Website(s) conform to all of the applicable laws and regulations. If You or Your Website(s) are not UK based then You must ensure to undertake that Your Website(s) are compliant with the laws and regulations of the United Kingdom.

TS may monitor Affiliate content to ensure that it is appropriate at all times.
 
You must not use Links on any Website(s) that are not registered with the TSAP.

You must not run any third party affiliate schemes that link another website to Yours for the purposes of referring a Customer to the Site and with the intention of You paying the third party a Commission.

You will only be allowed to join the TSAP once Your account has been reviewed and approved by TS.  Until this stage is completed You will be unable to login to the TSAP or access any of the linking code/banners.

TS reserve the right to reject any prospective Affiliate without explanation.

You are responsible for all usage that takes place within Your account including loss, theft or unauthorised disclosure of Your password (other than through  the neglect or wilful conduct of TS). If You suspect any sort of unauthorised activity or use of Your account You must inform TS immediately.

The relationship between TS and You is one of independent contractors; nothing in this agreement will be construed otherwise. In no way does the agreement of these Terms & Conditions by both parties constitute an employer/employee relationship (and therefore carries no employees’ rights) or a joint venture relationship and neither party will do anything to suggest otherwise.

2. Termination

You are entitled to terminate Your participation in the TSAP at anytime. On termination You must cease to use the services provided by TSAP and delete all associated Links to the Site. Any Referrals resulting in Sales post termination will not result in a Commission payment to You.

TS is entitled to terminate Your participation and/or suspend You from the TSAP with immediate effect. Suitable notice will be given when appropriate. In the case of suspension from the TSAP no Commission will be paid for any Referrals resulting in Sales whilst You are suspended.

In the event of account termination, any license to use TS owned intellectual properties including domain names, copy, banners, images or any other works created or owned by TS, also terminates. Any of these materials must be removed from Your Website as soon as is feasibly possible following the termination of Your participation in the TSAP.

Any outstanding balance on Your account will be paid at the next possible payment date post-termination of Your TSAP account provided the termination of Your account was amicable.

Accounts may be terminated via email or in writing. This is applicable to both parties. If wishing to terminate please use the contact details listed at the bottom of these Terms and Conditions.

In the event of You choosing to terminate Your account, the termination comes into effect as soon as Your  termination email or letter is received by the TSAP manager.

3. Links

In order for TS to accurately record which Customer Sales have resulted from clicks originating at Your Website(s), You must ensure that the TS tracking code is implemented correctly within Your site. TS will not be held responsible for Sales that are not tracked correctly due to improper code implementation or any technical issues which arise with any code implemented on Your site.

You should only implement the tracking code ‘as is’. If You wish to change the tracking code for whatever reason this should not be done without prior consent from TS.

TS shall warrant that any tracking code, link, or banner provided on the TSAP will be fully functional when supplied via the TSAP website. In the case of any amendments needing to be made to Your Links You will be notified at the first possible opportunity.

Whilst every possible effort will be made to ensure that no technical and/or Sale tracking/recording problems occur in the instance of a necessary Link changeover and/or amendment, TS does not accept any responsibility for lost/untracked Sales and as such will not compensate Affiliates.

If You are promoting different TS services You must ensure that all Links point to the correct, corresponding page(s) on the TS site.

Links may only be implemented on any Website(s) that You have registered on the TSAP.

4. Marketing & Promotion

You agree that any marketing carried out adheres to all relevant laws and regulations. You must comply at all times with the Data Protection Act 1998 any advertising and marketing which are considered inappropriate could result in termination of Your affiliation. If You do breach any laws or regulations You agree to indemnify TS against any form of proceedings, legal or otherwise.

Any promotional activity You carry out relating to Your Website(s) and/or our Products/Site must not bring TS into disrepute – this includes but is not restricted to misrepresentation of TS’ Products or Site, misrepresentation of Your products or Website(s) whether wilful, through neglect or false advertising.

The use of any advertising which automatically redirects a Customer to the Site without the express prior consent of the Customer is not allowed (redirects/forced clicks).

TS owns all copyright, trademarks, intellectual property rights and content pertaining to TS and the TSAP. You shall acquire no proprietary rights or license whatsoever by being an Affiliate other than to use Links, content and materials provided by TS for purposes relating to the TSAP. Any materials owned by TS should not be altered in anyway.
 
You consent to allow TS to use Your name(s), logos, web address(s), trademarks and any other suitable materials for the purposes of promoting the TSAP. Any statistics relating to Your performance may also be used for such purposes. In the event of termination TS will cease using any materials/properties relating to You or Your Website(s) but may continue to use Your Website(s) name(s), web address(s) and any statistics generated during Your time with the TSAP. Any of Your materials/properties will only be used in a commercially appropriate manner.

You must ensure that You do not prohibit or intentionally impede any of the other TSAP Affiliates Referral performance.

TS reserves the right to use any information gathered through tracking data for purposes that would be beneficial to the TSAP such as site promotion, code integrity maintenance, promotion of affiliates or any ethical commercial use it sees fit and as such retains all rights to any data gathered.

You may not use PPC advertising to drive traffic through any of Your Website(s) with the intention of referring Customers to TS. This includes driving traffic through PPC marketing to Website(s) which are not registered with the TSAP with the intention of redirecting the traffic to a TSAP registered Website(s) and then referring them onto the Site. Any Affiliate who undertakes such activity will have their TSAP account suspended pending investigation. Continued usage of PPC advertising for the above purposes will see Your account terminated.

In respect to any uncertainty with regard to TS approved marketing methods and channels please email marketing@tracesmart.co.uk.

5. Privacy

TS fully complies with the Data Protection Act 1998 and will ensure that Your details are secure at all times.  Your details will only be used by TS and/or its agents with relation to the TSAP and will not be passed to any third parties whatsoever.

You must display Your privacy policy/a link to Your privacy policy on Your Website(s) at all times. Your privacy policy must adhere to all relevant rules, laws and regulations with regard to the usage of Customer data.  Your privacy policy must disclose any form of Customer tracking or information collating technology which You use on Your Website(s) and inform the Customer of any uses You intend to use data for. The privacy policy must also outline how a customer can prevent themselves being tracked on Your site.

6. Sales

Any Sales generated by a Referral from a Link on Your Website will be credited to Your account once approved.

A Sale is only valid for Commission if purchased on the direct Referral visit. If a Customer returns to the Site by directly typing the URL or a route that is not through Your Website(s) and subsequently purchases a Product, Commission will not be paid to You.

You will only be able to view Sales generated by a Referral from Your Website(s) once approved.

Sales are reviewed every Wednesday and Friday and as such will be viewable in Your account the following working day at the latest. There will be no form of compensation paid due to a delay in the Sales approval and accreditation procedure.

TS reserve the right to review the Sales approval procedure at any time.

All Sales are subject to TS’ stringent fraud and duplication prevention procedures. TS reserve the right to decline Sales without prior notice or explanation.

When You promote TS You must ensure that the Customer is not in anyway mislead and that Your Links deliver only genuine Sales. You shall not cause any Sales to be made that are not genuine, including, but not limited to, using any software program, robot or automated system to produce a Sale. This type of activity will be conducive to fraud and may result in Your account being terminated.

Any Affiliate suspected of fraudulent activity will have their account suspended immediately and no Commission will be paid pending investigation.

Sales that have previously been credited to Your account can in certain circumstances be debited from Your account, such circumstances include but are not restricted to:

In the event of a Sale being debited from Your account we will provide You with a full explanation. Sales can be debited from Your account at any time and historic Sales fall under this ruling.

TS will take the appropriate action to recoup any Commission paid in the event of, but not restricted to the following circumstances:

In the event of these circumstances arising Your account will be terminated with immediate effect.

7. Commission & Payment

Commission is only paid on a per Sale basis; no payment will be made for any clicks that do not result in a Sale.

The tier one level of Commission is 10% of the Sale price exclusive of VAT, in the first instance You will be on tier one of the Commission structure. TS will offer more lucrative rates based on performance at their discretion.  

TS reserve the right to change any Commission rate at any point without prior notice or explanation. In the event of a Commission rate change, any Sales made prior to notifying You of such change will be paid at the Commission rate You were entitled to prior to notification of change.

Commission will be released on a monthly basis on the 14th. You will receive this via the payment method designated in Your user account – either bank transfer or cheque.

Payment will only be released when Commission accrued in Your TSAP account is worth a minimum of ten GBP sterling.

Commission will only be paid in GBP sterling.

A remittance notification will be issued to You on the date of payment via email containing Your approved Sales for the month prior, Your Commission rate and total Commission payable for the month.

Each monthly payment will be for Commission earned on total approved Sales for the calendar month prior to the payment date.
Only Sales which have been generated by a direct Referral from a Link on Your Website(s) which are registered with the TSAP, has been logged on TSAP and approved after review will have Commission paid out on them.

TS reserve the right to review and change the payment procedure at their discretion.  You will be notified at least 7 days notice prior to any changes being implemented.

Any Affiliate deemed to be in breach of any of these Terms & Conditions will be removed from the program with immediate effect and all pending and approved Sales cancelled – no further payments will be made. In the event of any dispute the decision of TS is final.

You are responsible for the payment of all tax and national insurance payable on any monies paid to You by TS.

8. Liability

Whilst TS will use every reasonable effort to prevent any system error, TS shall not be held liable for:

TSAP shall not be held responsible for any consequences (whether direct or indirect) arising from a malfunction or breach of any of our systems whether accidental, negligent or wilful and as such shall not compensate You for any reason.

You are liable for any costs or damages incurred by TS due to Your improper use of the TSAP and/or negligence or wilful neglect which results in any of TS’ business interests being affected. 

In the event of either parties website(s) experiencing downtime neither will be liable to the other.

9. Legal Age

Only persons over the age of 18 years can join and use the TSAP. By agreeing to these Terms and Conditions You confirm that You are not under the age of 18 years.

10. Applicable Law

TS shall only be liable for the legality of the TSAP and the Site within the United Kingdom.
Affiliates who are based in another country and/or have their Website(s) server based in another country are solely responsible for the legality of use in whichever country You/Your server is based.

You warrant that none of Your activities (including Website(s) contents and promotion) will render TS liable to any legal proceedings whatsoever and indemnify TS band the TSAP in the event of such proceedings being brought against You/Your Website(s).

The TSAP is governed by English law, TS and any Affiliate hereby agree that the English courts shall have sole jurisdiction.

In the event of any of the points of the Terms & Conditions being considered null and void by a suitable authority which holds jurisdiction over these Terms & Conditions all other sections will remain in full force. 

11. Force Majeure

The Affiliate and TS shall not be under any liability to each other in relation to obligation failure caused by circumstances beyond reasonable control of either party.

12. General

TS reserves the right to amend these Terms & Conditions at any time giving a minimum of 7 days notice prior to any amendments coming into effect. The amended Terms & Conditions will be uploaded to the TSAP website and Your continued use of the TSAP after the notice period is confirmation of Your acceptance of any amendments.

Contact Details:

Affiliates Manager
Tracesmart Ltd
2 Sovereign Quay,
Havannah Street,
Cardiff
CF10 5SF

Telephone: 0870 420 4886
Fax: 0870 420 4887
Email: adam@tracesmart.co.uk
Web: www.tracesmart.co.uk