Definitions

Affiliate or Affiliate Group - The party to this contract wishing to participate in the Service with the intention of earning revenues such as Commissions for referring business to Merchants in the Programme.

Merchants - The party supplying goods, products and services to customers. Customers include those referred to the Merchant by the Affiliate utilising The Aspect Network Technology.

Customer - The person or entity interacting with the merchants including (but not limited to) purchasing goods, products or services or providing the merchants with information to better its commercial or other aims.

The Aspect Network Website - Web pages that may be accessible following links on and from www.theaspectnetwork.com. This website hosts the technology that facilitates the automated and online aspects of the referral of a customer to a merchant by the affiliate and the software that records the activity within the Service.

Service - The Service is the provision of The Aspect Network technology to the Affiliate and comprises technological and commercial relationships between Affiliates, Merchants and TheAspectNetwork.com

Programme - The framework by which Affiliates can earn revenues by generating Sales or Referrals for Merchants

Sale - A sale is a sale of goods, products or services from a merchant to a customer. Commission is payable from Merchants to the Affiliate according to the rates the Merchants have agreed with The Aspect Network at that time.

Referral - A referral is the act of passing on a potential customer to a Merchant, with or without the aim of monetary reward.

Commission - Commission is a monetary payment made to Affiliates in relation to sales or referrals of Customers to merchants.

Chargeback - Sales and referrals may after the event be determined not to be bona fide business transactions. In such cases the payments of commissions either due to be paid or actually paid may be reversed to reflect the fact that the Merchant's business never benefited from the transaction. Chargeback rules, including time limits for merchant claims, are detailed in clause 4.

1) Affiliate promotion of Merchants and Business Categories

The Affiliate agrees that The Aspect Network can set up the Affiliate as an affiliate of all or any of the Merchants within the Service.

The Affiliate agrees that by completing the online registration service through The Aspect Network Website it is entering into a contract with The Aspect Network to promote or advertise Programmes. The terms of this contract are detailed in clause 7 of these Terms & Conditions.

For each Merchant The Aspect Network will provide a Web address to and for the sole use by the Affiliate to use in promoting that merchant.

The Aspect Network provides the Affiliate with a Website promoting some or all of the merchants within the service. The Affiliate is under no obligation to promote the Web address of this site.

The Aspect Network does not warrant that the content of this site will not compete with the commercial and other aims or content views of the Affiliate.

The Aspect Network will provide upon request from the Affiliate, for additional cost and under separate terms and conditions, a bespoke Website for promotion of merchants.

2) Participation requirements

The Aspect Network has to protect the commercial integrity of all parties within the Service. The Affiliate has to act with integrity at all times including complying with the following requirements:

1. The bulk sending of unsolicited messages ('spam'), or the sending of unsolicited emails which provoke complaints from the recipients is prohibited.
2. The use of distribution lists that include people who have not given specific permission to be included in such distribution process is prohibited.
3. Posting commercial ads to any newsgroups that do not permit it is prohibited.
4. Posting articles containing binary encoded data to a non-binary newsgroups is prohibited.
5. Excessive and repeated posting off-topic messages to newsgroups is prohibited.

The determination as to whether these requirements have been broken is at the sole discretion of The Aspect Network . Any Website which the Affiliate uses for promotion of the Service must comply with the content recommendations at http://www.eff.org. However, The Aspect Network reserves the right to terminate any contract if the content is deemed unsuitable at its sole discretion.

This contract does not grant the Affiliate any rights to any intellectual property that belongs to The Aspect Network . The Web addresses provided for the use of the Affiliate remain at all times the property of The Aspect Network

3) Technical issues

If any Customer has configured their system such that The Technology for confirming the means of referral is disabled The Aspect Network will treat the Customer as not having been referred by any affiliate.

We do not account for, and the Affiliate will receive no commission for such referrals. The determination of the referring affiliate for Customers having participation in more than one affiliate programme is controlled by The Technology (if both or all programmes are part of the Service) or by external technology that The Aspect Network may or may not have control over. If both affiliate programmes are within the Service The Aspect Network attributes the commission to the last referring Affiliate.

If the Affiliate wishes to design their own Website for promotion of the Service, the Affiliate must comply with The Aspect Network's technical requirements which The Aspect Network may alter from time to time, after having given reasonable notice to the Affiliate as detailed in clause 10. Non-compliance with technical requirements may result in the Affiliate earning no commission from the contract.

4) Referral income

The Affiliate is entitled to commission for the referral of sales to merchants. The calculation of due amounts is performed by The Technology. Different merchants use different commission structures, some use fixed amounts per transaction or referral whilst others use percentage based methods.

The Aspect Network collects the commissions due from the merchants and aggregate amounts due to the Affiliate. Affiliates are paid after commissions due become unconditional. The nature of commerce requires that commissions may be revoked by Merchants for certain bona fide reasons. Revoked commissions include chargebacks and are detailed in clause 4.C.

Merchants have the right to vary their commission structures or to leave the Service. It is the Affiliate's responsibility to confirm that merchants are still participants in the Service and that the commissions payable are known to the Affiliate. The Aspect Network will endeavour to communicate commission changes but does not warrant that it will.

A) Payment terms
The Aspect Network will pay commissions due for payment at the end of the month in which the commission due became unconditional. Commission becomes unconditional once the period for chargebacks, see clause 4.C, expires.  The Aspect Network employs a self-billing system which means that we raise all invoices on behalf of the Affiliate. This scheme is operated in accordance with a separate self-billing agreement which must be signed by all Affiliates.  Invoices contain the date range and commission being invoiced as well as the VAT which is due to customs and excise (if applicable). Commission is invoiced in sterling only. Payment will be made in sterling only. Payment terms are 30 days. There is a £100 minimum payment threshold; invoices for less than this value will not be raised.

B) VAT
Commission is actually a sale by the Affiliate of services to The Aspect Network and therefore it is a VATable transaction. The Aspect Network accounts for VAT on commissions earned by the Affiliate in a manner applicable to their VAT status. All Affiliates must complete a self-billing agreement which is accessible through the "My Account" section of The Aspect Network Website in order for their VAT on commission to be added to invoices.

Invoices raised showing VAT will serve as the output tax due to customs and excise by the Affiliate. All invoices are accessible from the Invoice History section of The Aspect Network Website.

C) Chargebacks
Some merchants are entitled to request chargebacks if the sale is either reversed due, but not limited to, goods being returned by the customer or the subsequent detection of a fraudulent transaction. The Merchant has to submit the claim within a specified time after the initial transaction for the commission payable to be reversed. The usual maximum specified time for a transaction to become unconditional is 15 days after  the end of the month.

Merchants are obliged to ensure that they utilise their best efforts to identify chargebacks on a timely basis. However, if it becomes known that the Affiliate has been generating fraudulent activity including but not limited to supplying fake customers, submitting customers manually through The Aspect Network website  or generating sales from duplicate IP addresses, The Aspect Network reserves the right to hold unconditional commission indefinitely.

5) Rights to technology and intellectual property

The Affiliate warrants to The Aspect Network that it has the unconditional right to use all intellectual property (including but not limited to trademarks, symbols, logos, slogans) it is using in association with promoting the Service. This includes ensuring that the Affiliate has the right to use any component words or phrases in Web addresses utilised by the Affiliate or proposed to The Aspect Network as suitable for use by the Affiliate. Nothing in this contract grants any rights to the Affiliate regarding The Aspect Network Technology, Web addresses or Domain names owned by, or registered to The Aspect Network .

6) Availability of the service

The service is provided on an 'as is' basis, with no warranties being given from The Aspect Network as to service 'up time'. However The Aspect Network will provide best efforts to ensure the service is operated professionally with every reasonable effort being made to ensure the service is available at all times.

7) Term of the contract

This contract will become binding upon The Aspect Network's acceptance of the Affiliate and will end when terminated by either party. Either The Aspect Network or the Affiliate may terminate this contract at any time, with or without cause, by giving the other party written notice of termination. Written notice is classed as notification via e-mail or certified mail.

Upon termination of this contract, the Affiliate must promptly return to The Aspect Network, or at The Aspect Network 's request destroy, any and all of its intellectual or proprietary property, information and/or materials in the Affiliate's possession and, subject to receiving written consent to the contrary from The Aspect Network, remove all hypertext links to The Aspect Network's Website or using The Aspect Network's Web addresses from the Affiliate's Website(s) and other material.

8) Assignment

The Aspect Network is allowed to assign its obligations under this contract to any third party, related party or assignee. However, The Aspect Network is obliged to inform all Affiliates if the issue of self-billed invoices will be outsourced to a third party. The Affiliate may not assign its obligations to any party.

9) Communication

Any notice required to be delivered relating to the Service shall be given as follows: Notice from the Affiliate to The Aspect Network shall be in writing and shall be made either via e-mail or certified mail; Notice from The Aspect Network to the Affiliate shall be in writing and shall be made either via e-mail, mail or may be posted on  The Aspect Network website. Notices sent by The Aspect Network by e-mail will be effective 24 hours from the time of sending.

The Aspect Network is permitted to publicise its relationship with the Affiliate.

10) Modification and indemnification

The Aspect Network may modify any of the terms and conditions contained in this contract, at any time and at its sole discretion, by confirming them in writing or by e-mail to the Affiliate or by posting them up on the website. If the new terms are unacceptable to the Affiliate, the contract may be terminated as documented in clause 7.

The Affiliate indemnifies The Aspect Network against all fees, proceedings expenses, costs and damages arising out of any breach of these terms by the Affiliate and any warranties or representations given by the Affiliate which are untrue.

11) Relationship of parties

Nothing within these terms and conditions creates any partnership, joint venture, agency, franchise, sales representation, or employment relationship between The Aspect Network and the Affiliate. The Affiliate has no authority to make or accept any offers or representations, guarantees or warranties on The Aspect Network's behalf.

12) Competition

The Aspect Network does not warrant that aspects of the service may not be in competition with the Affiliate's activities. The Affiliate is responsible for confirming at all times that the Affiliate is satisfied that any areas of competition are acceptable to the Affiliate. The Affiliate may terminate the contract as detailed in clause 7 if concerns arise.

13) Limitation of liability

The Aspect Network will not be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with the Service, even if The Aspect Network has been advised of the possibility of such damages. Further The Aspect Network's liability arising with respect to this contract and the Service will not exceed the total referral fees paid or payable to the Affiliate at the time the act or omission giving rise to the liability, if any, occurred.

14) Force Majeure

Neither party is liable to the other by reason of strikes, shortages, riots, storm, explosions, earthquakes, acts of God or any other cause which is beyond the control of such party.

15) Severability of clauses

Each of the clauses provisions of these terms and conditions are to be construed separately and independently of the other, and if any provision or clause is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions and clauses of the terms and conditions which will remain in full force and effect.

16) Applicable law

This contract is made under the laws of England.

Merchant Terms & Conditions

1) The Merchant agrees to use its best endeavours to assist The Aspect Network in the promotion of the Merchant's services. The Merchant will provide the necessary tracking and measurement devices for use in online marketing and provide promotional rules and/or guidelines to The Aspect Network. Such rules and/or guidelines may be communicated to The Aspect Network by letter, email and may be subject to change with at least three days written notice. In particular, any guidelines for bidding on paid internet search services such as Google Adwords and / or Overture should be provided. Such communications will always be distributed to Affiliates via The Aspect Network.

2) The Merchant will provide regular reporting to The Aspect Network in accordance with any schedules mutually agreed for any given program. Failure to provide such reports within the timeframe as agreed between The Aspect Network and the Merchant may result in the merchant's program being paused and / or terminated.

3) The Aspect Network will provide a minimum of seven days notice if the Merchant services are to be revoked.

4) The Merchant will pay The Aspect Network in respect of its participation in The Aspect Network programs in accordance with the payments terms agreed for any given program. Please note that the Sales or Referrals provided by The Aspect Network remain the property of The Aspect Network until they are paid for in full.  The Aspect Network retains the right in the event of non payment to reclaim the money owed by invoicing whoever is the holder of, or user of the Sales or Referrals.

5) In the event of non-payment by a Merchant, The Aspect Network retains the right to defer, delay or cancel payments to an Affiliate until such time as the Merchant has paid The Aspect Network and such payment has cleared the bank account of The Aspect Network. Furthermore, in the event of non-payment, The Aspect Network retains the right to suspend and / or terminate the Merchant's program without notice and at the discretion of The Aspect Network.

6) All information obtained by the Merchant from The Aspect Network or from the Affiliate in the course of the service provided by the Affiliate or The Aspect Network to the Merchant in relation to the operations of The Aspect Network or any Member Program or any Affiliate activities must be kept confidential at all times. Discussion of The Aspect Network business activities with any third parties including any programmes with any Former Members is prohibited.

7) The Merchant agrees that for the duration of a period of twelve (12) months following termination or cancellation of a contract of The Aspect Network, the Merchant may not enter into any arrangement with any member, individual or company or any former member or any company which is part of the corporate group of either the Member or Former Member of any appointed representative of the Member or any Former Member or any person or company which the Merchant has made contact with through the business with The Aspect Network if any such arrangement was gained as a result of the Merchants activities with The Aspect Network.

8) The Aspect Network accepts no responsibility for the actions of the Affiliates in undertaking their business activities or services to The Aspect Network or to The Aspect Network Merchants. It is the responsibility of the Affiliate members to comply with all rules and regulations as it relates to their activities. The Affiliates adhere to the contractual conditions laid upon them by The Aspect Network and should The Aspect Network discover that they not adhere or breach said conditions the company in breach  shall be excluded from dealings with The Aspect Network.

9) Under no circumstances is The Aspect Network liable for any misrepresentation by an Affiliate, of any product or Merchant business.

10) Merchants must provide at least seven (7) days notice of their intention to suspend or cancel any existing program of The Aspect Network, this is due to the "momentum" of said campaigns

11) Merchants must not accept any services from any Affiliates or any Former Affiliates outside of  The Aspect Network business without the written approval of The Aspect Network.

12) From time to time, The Aspect Network has the right to amend, update or revise this contract and will provide written notice of these changes to the Merchant members at which time the Merchant may either agree to these changes or provide notice to cease their membership.

13) This contract is subject to English Law and any disputes arising will be settled accordingly.

Lead Recipients

1) Retention Of Title

(All Sums) The seller remains the owner of the goods or data until such time as these and all other sums owed by the Buyer, or its assigns, to the seller are paid in their entirety. For clarity the buyer cannot use the goods or data provided for the purpose of selling on to a third party or changing the data into a confirmed sale or application without the prior consent of the seller if the goods or data are not paid for.

2) The Buyer Warrants to the Seller

The buyer warrants to the seller that it shall not allow the data or goods provided by the seller, that they cannot be sold on or gifted to a third party or changing the data into a confirmed sale or application without the prior consent of the seller if the goods or data are not paid for.

3) Termination

1. In terms of data the buyer agrees to give three week's notice to cancel an order, and that the data streams or number of leads/cases for the period of the cancellation or notice shall be that equal to any figure shown in the Insertion Order with the Buyer.
2. For Clarity:-
   If the Buyer has ordered 500 leads a day for 2 months but cancels after one week the buyer shall still receive the leads for a further three weeks (21 Days) from the date. This is primarily due to the mechanics of originating the leads in that it takes a notice period on the side of the seller in this instance to cancel the generation of said lead.

4) Replacement of Duplicates

This is to be agreed in the insertion order as each industry has different rules concerning duplicates. In the event of this not being in the insertion order a duplicate only applies where the data concerned has been delivered to the client within a 28 day period before.

5) Definition of Invalid Lead