Affiliate Programme

AFFILIATE PROGRAMME

 Updated Date: 30 October 2023

LEGAL INFORMATION

We are GET CAT CRAZY – the trading name of Sally Gilson, a sole proprietor, UK (“Business”, “we”, “our” and “us”).

Please see our Terms of Service.

AFFILIATE T&CS

1. Joining the Affiliate Programme and your agreement with us

(a)       You can place an Order to join the Affiliate Programme by contacting us or following the Order process set out in our Terms & Conditions, available via the Legal Information.

(b)       These terms & conditions (“Referral Programme”, “Affiliate Programme” or “Affiliate T&Cs”) are Additional Terms that are supplemental to the Terms & Conditions, and form part of the Terms of Service and Agreement between the Provider (“you”, “your” and “yours”) and us (the “Business”), each a ‘party’, together the ‘parties’.

(c)       Please see the definitions and interpretation section at the end of these Affiliate T&Cs.

(d)       Other terms and conditions apply. Please read the Terms of Service, including the Terms & Conditions and Terms of Use, for other terms and conditions that apply if you as a Provider and customer/user of our Platform and Services.

(e)       Deemed acceptance. When you upload, post or transmit Provider Services to the Sites, perform it via the Sites or supply it to us for publication (“Post” or “Upload”), you are deemed to accept our Terms of Service, including these Affiliate T&Cs, irrespective of whether they are signed by you or us or not, and you agree to pay us the Commission in accordance with these Affiliate T&Cs.

2. Updates to these Terms.

We may amend these Terms from time to time by posting an updated version to our Website, which shall be accessible via the Legal Information. Alternatively, we shall send you the updated version using your contact details. Updates are effective immediately upon posting to our Website or transmission to you by email, whichever is sooner. If any update materially adversely affects your rights and obligations, we will provide written notice to you using your contact details and those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Sites or Services means you agree to such changes. These Terms were most recently updated on the Update Date above.

3. Capitalised terms not defined in these Affiliate T&Cs will have the meanings given to them in the Terms of Service, unless otherwise specified.
4. The rules of interpretation in the Terms of Service apply to these Affiliate T&Cs, as the context requires.

5. Summary (key commercial terms)
6. Unless otherwise set out in the Details, the following terms and conditions apply:

(a)       Term and duration. Unless otherwise agreed in the Details in relation to the Affiliate Programme, the following applies in relation to term and duration:

these Affiliate T&Cs shall commence and become legally binding on the parties on the date and time that we send you an Order Confirmation, and shall continue, unless terminated earlier in accordance with the Terms of Service (including clause 14 of these Affiliate T&Cs) until: either party gives to the other party 7 days’ written notice to terminate, subject to any agreed minimum term or Plans for Services that have not yet expired or terminated.

(b)       Provider Services: any Provider Services from time to time offered by the Provider via the Platform and other Sites, and any other Provider Services which the Provider, by express written notice to the Business, includes within the scope of these Affiliate T&Cs.

(c)       Commission rate:

(i)         10% of the Provider Charges payable under the first Relevant Contract for a particular Prospective Customer; and

(ii)       for subsequent Relevant Contracts for that Prospective Customer, at the rate of 5% of the Provider Charges under each Relevant Contract entered into.

(d)       Payment Terms:

(i)         Provider Statement. You shall within 7 days of the end of the month in which the Provider Charges (including instalments) in respect of Relevant Contracts are received by you, send us a written statement (“Provider Statement”) setting out, in respect of such month, and in respect of each Relevant Contract: the Provider Charges received by you and details of any Provider Charges due which have not been received; and the Commission payable to us by you.

(ii)       Due date for Commission and invoicing. The Commission is due at the end of the month in which the Provider Charges (including instalments) in respect of Relevant Contracts are received by you, and we shall invoice you for the Commission in accordance with the Provider Statement, or in accordance with our own records of the Relevant Contracts. You agree to pay us the applicable Commission within  7 days of the date of the invoice by Bacs to a bank account (or using another agreed payment method) nominated by us.

(e)       Deemed acceptance: by agreeing to join The Provider’s Affiliate Programme in writing, the Business is deemed to accept these Affiliate T&Cs, irrespective of whether they are signed by the parties.

(f)        Territory: unrestricted.

6. Introductions
7. Appointment. The Provider appoints the Business on a non-exclusive basis to identify Prospective Customers for the Provider in the Territory and to make Introductions of such persons subject to these Affiliate T&Cs.
8. Duties of Business.

(a)       Introductions. The Business shall entirely at its sole discretion make Introductions of Prospective Customers to the Provider.

3. Limited scope of authority.

(a)       No authority to bind. Except with the prior written authorisation of the Provider, the Business shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Provider in any way, and shall not do any act which might reasonably create the impression that the Business is so authorised.

(b)       No authority to contract or negotiate. Except with the prior written authorisation of the Provider, the Business shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Provider, including for the supply of the Provider Services or the price for them, and shall not negotiate any terms for the supply of the Provider Services with Prospective Customers.

4. Marketing and the User Content License. The Provider grants the Business the User Content License, as set out in our Terms of Use, unless otherwise agreed.
5. Limits on representations. The Business shall not, without the Provider’s prior written consent, make or give any representations, warranties or other promises concerning the Provider Services which are not contained in the Provider’s marketing material.
6. Consequential introductions. Where a Prospective Customer is Introduced by the Business, and the Prospective Customer then introduces the Provider to a third party who purchases Provider Services from the Provider, the Business shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Provider, and no Commission entitlement or other compensation shall be due.

7. Commission and payment
8. Commission. The Business shall be entitled to Commission if a Prospective Customer Introduced by the Business enters into a Relevant Contract.
9. Commission rate. Unless otherwise agreed in writing or set out in the Summary, the Commission payable shall be as follows:

(a)       the rate of 10% of the Provider Charges under the first Relevant Contract for a particular Prospective Customer; and

(b)       for subsequent Relevant Contracts for that Prospective Customer, at the rate of 5% of the Provider Charges under each Relevant Contract entered into.

3. Payment terms. The Commission shall be due and payable by the Provider in accordance with the payment terms set out in the Summary.
4. Taxes. All Commission payable under these Affiliate T&Cs are exclusive of value added tax or other applicable sales tax, which (if applicable) shall be added to the sum in question.
5. Obligations of the parties

1. Provision of information. The Provider shall provide the Business at all material times with the information the Business reasonably requires to perform its duties, including marketing information for and details of the Provider Services, and information about the Provider.
2. Payment of expenses. The Provider shall not be responsible for any expenses incurred by the Business unless such expenses have been agreed by the Provider in writing, in advance.
3. Freedom of the Provider not to pursue Introductions. The Provider shall be under no obligation to: follow up any Introduction made by the Business; or enter into a Relevant Contract.
4. Responsibility for use of the Platform and other Sites. The Provider is solely responsible for the products, services, content, information or otherwise that are Posted/Uploaded, including but not limited to the Provider Services, Content, listings and Profiles.

9. Compliance.

 Each party shall at its own expense comply with all laws and regulations relating to its activities under these Affiliate T&Cs, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

10. Data protection
11. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) may regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
12. Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate these Affiliate T&Cs with immediate effect.
13. Particular obligations relating to data sharing. Each party shall:

(a)       ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b)       give full information to any data subject whose personal data may be processed under these Affiliate T&Cs of the nature of such processing. This includes giving notice that, on the termination of these Affiliate T&Cs, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c)       process the Shared Personal Data only for the Agreed Purposes;

(d)       not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e)       ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Affiliate T&Cs;

(f)        ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g)       not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

11. Limitation of liability, indemnity and insurance
12. Nothing in these Affiliate T&Cs shall limit or exclude the liability of either party for:

(a)       Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

(b)       Fraud. Fraud or fraudulent misrepresentation.

(c)       Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

2. Limitations of liability. Subject to clause 11.1 above:

(a)       Loss of profit, revenue, goodwill, or anticipated savings. Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i)         any loss of profit, sales, revenue, or business;

(ii)       loss of anticipated savings;

(iii)      loss of or damage to goodwill;

(iv)      loss of agreements or contracts;

(v)       loss of use or corruption of software, data or information;

(vi)      any loss arising out of the lawful termination of these Affiliate T&Cs or any decision not to renew its term, or

(vii)     any loss that is an indirect or secondary consequence of any act or omission of the party in question.

(b)       Total cap. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with these Affiliate T&Cs, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of the following: £25, or 100% of the Commission paid under these Affiliate T&Cs during the 12 months immediately preceding the date on which the claim arose.

12. Indemnification.

By Posting/Uploading, you agree to indemnify and hold harmless us and our affiliates and Team against all claims, liabilities, costs and expenses, including all other reasonable professional costs and expenses, suffered or incurred by us arising out of or in connection with what you Post/Upload that is in breach of the Terms of Service.

13. Commencement and duration.

These Affiliate T&Cs shall commence and become legally binding on the parties on the date and time that we send you an Order Confirmation, and shall continue, unless terminated earlier in accordance with clause 14, until: either party gives to the other party one months’ written notice to terminate, unless otherwise set out in the Summary.

14. Termination
15. Termination on notice. Without affecting any other right or remedy available to it, either party may terminate these Affiliate T&Cs with immediate effect by giving written notice to the other party if:

(a)       the other party fails to pay any amount due under Affiliate T&Cs on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b)       the other party commits a material breach of any term of these Affiliate T&Cs which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

(c)       the other party repeatedly breaches any of the terms of these Affiliate T&Cs in such 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 these Affiliate T&Cs.

2. Termination for breach of compliance obligations. The Business may terminate these Affiliate T&Cs on notice with immediate effect if the Provider is in material breach of its compliance obligations in clause 9 and clause 10.

15. Consequences of termination
16. Clauses to remain in force on termination. Every provision of Affiliate T&Cs that expressly or by implication is intended to, shall come into or continue in force on or after termination or expiry of the Agreement.
17. Accrued rights. Termination of these Affiliate T&Cs 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 these Affiliate T&Cs which existed at or before the date of termination.

16. General
17. Force Majeure. Neither party shall be in breach of these Affiliate T&Cs nor liable for delay in performing, or failure to perform, any of its obligations under these Affiliate T&Cs if that delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 60 days, the party not affected may terminate these Affiliate T&Cs by giving 14 days’ written notice to the affected party.
18. Assignment and other dealings.

(a)       The Provider shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Affiliate T&Cs without the Business’s prior written consent.

(b)       The Business may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Affiliate T&Cs.

3. Confidentiality.

(a)       Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.3(b).

(b)       Each party may disclose the other party’s confidential information:

(i)         to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Affiliate T&Cs. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17.3(b); and

(ii)       as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

(c)       No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Affiliate T&Cs.

4. Entire agreement. These Affiliate T&Cs constitute 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.
5. Variation. No variation of these Affiliate T&Cs shall be effective unless it is agreed in writing between the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a)       Waive that or any other right or remedy.

(b)       Prevent or restrict the further exercise of that or any other right or remedy.

7. Severance. If any provision or part-provision of these Affiliate T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Affiliate T&Cs.
8. Notices. Any notice or other communication given by one party to the other under or in connection with these Affiliate T&Cs must be in writing. Any notice or communication shall be deemed to have been received: if delivered personally, on signature of a delivery receipt, or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day (a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business) after posting; or if sent by email, at the time of transmission. In proving the service of any notice, it will be sufficient to prove: in the case of a letter, that such letter was properly addressed, stamped and placed in the post; in the case of an email, that the email address of the addressee was used, namely our Contact Details and your Contact Information respectively; in the case of communication via your account dashboard, a record of such. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9. Third party rights. No one other than a party to these Affiliate T&Cs, their successors and permitted assignees, shall have any right to enforce any of its terms.
10. Counterparts. These Affiliate T&Cs may be executed in any number of counterparts, which shall together constitute one agreement.
11. No partnership or agency. Nothing in these Affiliate T&Cs is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of any other party. For the avoidance of doubt, reference to the terms ‘partner’ or ‘partnership’ howsoever written in any content or materials published by either party, are simply terms used for marketing purposes and have no legal effect under the Partnership Act 1890 or otherwise.
12. Governing law. These Affiliate T&Cs, 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 and Wales.
13. 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 these Affiliate T&Cs or its subject matter or formation (including non-contractual disputes or claims).

17. Interpretation

The following definitions and rules of interpretation apply in these Affiliate T&Cs.

1. Definitions (general)

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commission: has the meaning given to it in clause 7.

Business: the Business described in the Legal Information.

Introduction: the introduction of a Prospective Customer to the Provider by the Business in the following ways (Introduce, Introduces, and Introduced shall be interpreted accordingly):

1. introductions or enquiries for the Provider Services made via the Platform or other Sites.
2. introductions or enquiries for the Provider Services made directly in writing by email, via the Sites or any means of written communication.

                                 iii.        other: to be agreed between us in writing from time to time.

Introduction Date: for each Prospective Customer, when the Business first Introduces such Prospective Customer to the Provider.

Introduction Period: for each Prospective Customer, twelve months from the Introduction Date, irrespective of whether such period ends before or after the date of termination of these Affiliate T&Cs.

Prospective Customer: a person to whom the Provider has not at any time previously supplied the Provider Services or any other Provider Services or services and with whom the Provider has not been in bona fide negotiations in relation to the Provider Services in the six months before the Introduction Date.

Provider: the person who appoints the Business, as set out in the Summary.

Provider Charges: as defined in the Terms of Service.

Relevant Contract: a contract for the supply of Provider Services entered into during the Introduction Period between the Provider and a Prospective Customer that was Introduced by the Business.

Provider Services: any Provider Services or services from time to time offered by the Provider including those which the Provider, by express written notice to the Business or by Listing (or allowing to be listed) said Provider Services or services on the Business’s Sites, includes within the scope of these Affiliate T&Cs.

Summary: key commercial terms for these Affiliate T&Cs set out in clause 5.

Territory: unrestricted.

2. Definitions (Data protection).

(a)       Agreed Purposes: The performance by each party of its obligations under these Affiliate T&Cs, and the promotion of the Provider Services that form the subject of these Affiliate T&Cs.

(b)       Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

(c)       Data Discloser: a party that discloses Shared Personal Data to the other party.

(d)       Data Protection Legislation:

(i)         To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(ii)       To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

(e)       EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

(f)        UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

(g)       Permitted Recipients: the parties to these Affiliate T&Cs, the employees, officers, representatives, subcontractors or advisers of each party, any third parties engaged to perform obligations in connection with these Affiliate T&Cs, and any other Permitted Recipients agreed between the parties in writing from time to time.

(h)       Shared Personal Data: the personal data to be shared between the parties under these Affiliate T&Cs. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

(i)         the names of current and potential customers;

(ii)       their geographical and email addresses; and

(iii)      their telephone numbers.

3. Headings. Clause, Schedule and paragraph headings shall not affect the interpretation of these Affiliate T&Cs.
4. Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
5. Schedules (if applicable). The Schedules form part of these Affiliate T&Cs and shall have effect as if set out in full in the body of these Affiliate T&Cs. Any reference to these Affiliate T&Cs includes the Schedules.
6. Company. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
7. Singular and plural. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
8. Gender. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders

(9) Writing. A reference to writing or written includes e-mail.

(10) “Including”. 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.

(11) Clauses and schedules. References to clauses and Schedules are to the clauses and Schedules of these Affiliate T&Cs; and references to paragraphs are to paragraphs of the relevant Schedule.