AFFILIATE AGREEMENT

By creating an account and signing up to become an Affiliate of GMP Marketing Ltd (trading as Kekolo), you agree to adhere to this Agreement at all times.

This Agreement is between:

1. GMP Marketing Ltd (trading as Kekolo), a company incorporated in England and Wales under registered number 14332233, whose registered office is at 47 Pinewood Avenue, New Haw, Surrey, KT15 3AB (the Merchant); and
2. You, (the Affiliate) (each a Party and collectively the Parties).

Meanings

1. In the Agreement the following words are defined:

Agreement	the agreement set out in this document including any amendments agreed in writing;
Affiliate Website	any website, social media or other platform used by the Affiliate to promote Brand products;
Confidential Information	information (however recorded or preserved) acquired by a party under the Agreement which is confidential to the other party because it: concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or has been developed by the other party under the Agreement;
Converted lead	any unique End User who pays for the Brand products resulting directly from promotion of a Brand Website on the Affiliate Website;
End User	any person (individual, partnership, company or other organisation) who makes use of a web browser to access and view web pages;
Brands	the companies whose products are promoted by the Merchant and made available for promotion by the Affiliates, defined in Schedule 1;
Brand Products	the products which are sold on the Brand Websites, as listed by the Merchant, as set out in Schedule 2;;
Merchant Websites	affiliates.kekolo.co.uk, kekolo.co.uk;
Brand Websites	kekolotreats.com, alfiessweetshack.co.uk, blocochoc.co.uk, sugarshack-cakery.com, intotheve.co.uk; and
Promotional Content	the Merchant's trade name, the Merchant Websites, the Brands trade name, the Brand Websites, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the Brand Products, associated key words, and links, or other copy or content of any type that is provided by the Merchant to the Affiliate for the purposes of this Agreement.

Promotional Content and Website links

2. The Affiliate is authorised on a non-exclusive basis to promote the Brand products to its website visitors using the Promotional Content.
3. The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Brand products. Use of the Merchant’s Promotional Content is subject to the restrictions of this Agreement and the Merchant can object to any use of Promotional Content if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
4. Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
5. The Merchant is not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant and its Brands against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.

Reporting

6. The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in this Agreement.
7. The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads.
8. In performance of its obligations under this Agreement, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about products must be accompanied by a prominent statement that the affiliate is being paid to promote the products.
9. The Affiliate undertakes and covenants that at all times they will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.

10. Affiliate warrants that its site does not:

    1. promote sexually explicit materials;
    2. promote violence;
    3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    4. promote illegal activities;
    5. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law; or
    6. use expletives, foul language, or content that could be deemed rude or offensive to any party

Payments

11. The Merchant will pay the Affiliate a fee equal to 15% of the sale value (excluding P&P) for each Converted Lead. The fee is inclusive of any VAT payable by the Merchant to the Affiliate. The payment will be made via the method most suitable to the Merchant, either PayPal or bank transfer. Approval and acceptance of any Converted Lead shall be at Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason. If an order is refunded, the Merchant will deduct the commission for this order from the outstanding balance, reclaim the commission from future payments, or request the payment via invoice from the Affiliate, with payment due within 28 days. Bonuses shall be paid at Merchant’s sole discretion.
12. All payments will be made monthly at a time best suited to the Merchant’s accounts department, usually by the 8th of the following month. This is subject to change should any circumstance arise that affects payment.
13. The Affiliate is responsible for providing the Merchant with their correct payment details, by the end of the calendar month for which they are being paid. The Merchant accepts no responsibility for monies paid to the wrong details if provided by the Affiliate. If no payment details are provided by the date of payment, or the details provided are incorrect and cannot be used, the payment will roll over to the following month. If correct details are not provided by the subsequent payment date, the Affiliate agrees to forfeit their payment to the Merchant.
14. In the event that a payment is returned to the Merchant by the Affiliate's chosen financial organization, the monies will be added to the following month’s payout and paid on the next subsequent payday as set out in section 12.
15. The minimum value for a payout to be paid by the Merchant to the Affiliate is £5 GBP. If the total outstanding earnings of an Affiliate do not exceed £5 GBP, this will be rolled to the following payment date.
16. The Merchant will charge a fee to the Affiliate of £0.50 for any payments made via bank transfer, that are under the value of £20. The Merchant will not charge any fee for payments made via PayPal.

Limited license

17. The Merchant hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:

    1. use and reproduce the Promotional Content in strict compliance with this Agreement; and
    2. display the Promotional Content on the Affiliate’s website and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant products as provided in this Agreement.
18. The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by the Merchant or its agents on the products or associated documentation or literature, without the Merchant’s prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Promotional Content, products, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the Promotional Content, products, any underlying intellectual property, and any related goodwill are the sole and exclusive property of the Merchant. The Affiliate must not, during the term of this Agreement and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
19. The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license terminates automatically when this Agreement terminates.

Termination

20. A party can terminate the Agreement for any reason by giving the other notice with immediate effect.
21. If the Affiliate chooses to terminate the Agreement with immediate effect, they will forfeit any outstanding Payment to the Merchant. If they wish to be paid any outstanding monies, the Merchant will recommend to the Affiliate to keep their account open until the following payment date to ensure that Payment can be made.
22. If the Merchant chooses to terminate the Agreement with immediate effect due to misconduct or breach of this agreement, the Affiliate agrees that they will forfeit any outstanding Payment to the Merchant.
23. Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
24. On termination of the Agreement for any reason, the Affiliate must permanently remove all Promotional Content from its website and return it to the Merchant.

Confidentiality

25. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:

    1. where required by law, court order or any governmental or regulatory body;
    2. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
    3. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
    4. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
    5. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Limitation of liability

26. The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
27. The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under this Agreement. In the event that a Brand fails to transfer the commissions due to the Affiliates to the Merchant, the Affiliate agrees that the Merchant is not liable for any outstanding commission amount earned by promoting that Brand’s particular products, and will contact the Brand directly to obtain payment.

28. The Merchant will not be liable to any other party under the Agreement (except where required by law) for any:

    1. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
    2. loss or corruption of any data, information, database or software;
    3. loss of profits;
    4. loss of business;
    5. depletion of goodwill and/or similar losses;
    6. loss of anticipated savings.

29. The Affiliate will be liable under the Agreement for any:

    1. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
    2. loss or corruption of any data, information, database or software;
    3. loss of profits;
    4. loss of business;
    5. depletion of goodwill and/or similar losses;
    6. loss of anticipated savings.

    that arise to the Merchant as a result of actions taken by the Affiliate.

Changes to Merchant products

30. The Merchant can change any terms of the Brand Products including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.

Privacy

31. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any Converted Lead data to any third party.

Data

32. The data provided to the Merchant by the Affiliate may be used for any purpose relating to fulfilling the purposes of this Agreement, including but not limited to processing orders, making payments and informing the Affiliate of information relevant to the business such as updates to orders, products, the website, contact details, promotions.

Conduct

33. The Affiliate agrees to conduct themselves properly at all times when representing the Merchant. The Affiliate agrees not to swear or use foul language, and to act professionally, kindly and with courtesy when conversing with customers, potential customers, members of the public and any member of staff, associate or other Affiliate of the Merchant. If the Affiliate does not adhere to this, or otherwise conducts themselves in a way which the Merchant finds unacceptable, the Merchant reserves the right to terminate the contract with immediate effect, and the Affiliate will forfeit any outstanding payment to the Merchant.
34. If there is a disagreement, unresolved error, or any other query regarding the sum to be paid to the Affiliate by the Merchant for any reason, including but not limited to technical or software error, conduct of the Affiliate, and refunded orders, the Merchant reserves the right to withhold payment indefinitely until the disagreement, error or query is resolved in full.

General

35. No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
36. Both Parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
37. Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.
38. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third Party has any right to enforce or rely on any provision of the Agreement.
39. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

40. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other Party’s registered address or place of business, or sent by email to the email address notified by the other Party. Notices:

    1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second business day and, where posted from or to addresses outside the United Kingdom, on the tenth business day following the date of posting;
    2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
    3. sent by email will be deemed to have been received on the next business day after sending.

Governing law and jurisdiction

41. This Agreement will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.

By completing online registration to become an Affiliate, the Parties have signed this Agreement on the date of registration.

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Schedule 1 - Brands

Any company listed as a Brand on the Affiliate dashboard, on the kekolo.co.uk domain

Schedule 2 - Brand Products

Confectionery, including chocolate and baked goods, and other fancy goods