Distributor contract

AFFILIATE AGREEMENT

This Agreement is entered into as of (the “Effective Date”) by and between Fort Security Doors Ltd a private company, incorporated under the Companies Acts, in England and Wales, registered number 10696587, and having its registered office at 4 Repton Green, St. Albans, United Kingdom, AL3 6RT (the “Supplier”)

And

a sole trader / a private company, having its registered office at , (the “Affiliate”)

WHEREAS

A. The Supplier wishes to increase the sales of their Products using a network of affiliates identified and sourced by their Affiliate Network Owner (“ANO”) with whom they have a separate but corresponding and contingent contractual agreement (the “Affiliate Network Owner” agreement ref: ANO.01)
B. The Affiliate wishes to promote the products and services of the Supplier to potential customers, in exchange for a commission on the sale when such occurs
C. The end client will order the products via the Affiliate’s Web link or Affiliate’s Web link advertised through a traditional channel as a result of the Affiliate’s marketing efforts
D. The Affiliate agrees not to promote or sell any products offered or supplied by The Supplier’s competition, for the duration of this agreement

THEREFORE, THE PARTIES HEREBY AGREE AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words and expressions shall bear the meanings respectively set opposite them (unless the context otherwise requires):

“Contracts manager”

“Products” and “products”

The products as shown on the Supplier website: fsdoors.co.uk

“Responsibility and Accountability”

The Supplier is responsible and accountable for:

• The manufacture and supply of the products ordered by the end client via the Affiliate’s link
• Quality check of all products during manufacturing and prior to delivery
• Delivery and installation of the products if chosen to do so by either the customer or Affiliate according to prices on www.fsdoors.co.uk website
• Provide Affiliate’s URL link
• Dashboard to see Affiliate’s clients and sales on fsdoors.co.uk
• Website development and maintenance
• Issuing additional discount coupons to Affiliates – 5%, 10% and 20%
• Consideration (as defined below)

The Affiliate is responsible and accountable for:

• Marketing, advertising, and promoting the products to the public
• Using their unique affiliate link on their website or other digital channels to direct the user to the Supplier’s website for them to select and order products
• Consideration (as defined below)

“Consideration”

Consideration from the Supplier is defined as the following:

• A 30% commission of the total net price of the order placed by the customer through unique Affiliate’s link
• If discount coupon X% is used it will be deducted from 30% Affiliates commission. (Example 10% discount coupon is used then 30% - 10% = 20% commission is paid only)

Consideration from the Affiliate is defined as the following:

• Marketing, advertising and promotion of the products with unique Affiliate’s link via traditional and digital channels and social media
• The use of affiliate links on digital and traditional channels
• Introduction of customers to the Supplier’s products and sales thereof

“Affiliate Link” and “Affiliate Channel”

A clickable Web URL that points to the Supplier website for the customer to select and order products, created by and provided to the Affiliate by the Supplier, unique to each individual Affiliate.

“Affiliate Dashboard”

An online platform to track sales and visitors of www.fsdoors.co.uk through Affiliate’s link

“End Client” and “Customer”

Any person who purchases or leases Products from the Supplier via the Affiliate

“Territory”

United Kingdom

“Ordering Party”

The customer or their agent that places an order for any product with the Supplier

“Digital Channels”

Any and all internet based online communication paths including but not limited to Websites, social media channels, blogs, emails, PPC advertising, video marketing

“Traditional Channels”

Any and all methods of promotion, marketing and advertising that existed before the rise of the internet, including but not limited to newspapers, magazines, billboards, radio, and broadcast TV and direct mail.

-----

1.2 The Supplier wholly owns the IP and associated Trademarks in its entirety and any use of the IP or Trademarks by the Affiliate must be agreed to by the Supplier, in writing, prior to any use.

1.3 The singular includes the plural and the masculine includes the feminine and vice versa.

1.3 References to persons shall include bodies corporate, unincorporated associations and partnerships.

1.4 References to any Clause, Sub-clause, Schedule or Part of a Schedule are references to such terms contained in this Agreement, unless otherwise specified.

1.5 Reference to this Agreement shall include the Recitals.

1.6 The headings to Clauses are for convenience only and shall not affect the interpretation of this Agreement.

1.7 Reference to any party in this Agreement shall be deemed to include a reference to its successors, permitted transferees and permitted assignees.

1.8 Reference to any English legal term for any action, judicial procedure, court, concept or principle shall, where appropriate, include any equivalent or, in the absence of an equivalent, the closest approximation to such term in any other relevant jurisdiction.

2. GRANT OF RIGHTS

Placement of advertisements in any form whether digital or in print for the Affiliate and Supplier are at the sole discretion of the respective party for their own services. No party can advertise on behalf of or for the other party without express written approval.

2.2 The Affiliate shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by the Supplier unless authorised in writing by that party

2.3 Neither party will represent themselves as an agent of the other, nor make any promises, warranties, or agreements on their behalf

2.5 The Affiliate will not misrepresent the products to any person or group. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this agreement and at no time may any party position themselves as affiliated to the other, unless permitted to do so in writing

2.4 In view of this independent relationship neither party:
 enter into any agreements on behalf of the other,
 make any warranty either expressed or implied on behalf of the other; and
 shall not incur any expenses on behalf of the other

2.5 Nothing in this Agreement shall be construed as limiting the Supplier’s right to offer and/or sell the Products in the Territory to any customer that has not been introduced to the Supplier or their products, by the Affiliate

2.6 The Supplier will pay to the Affiliate a commission as defined by “Consideration” in Section 1.1 above.

2.7 All information, materials, manuals, and other technical documents necessary to enable the Affiliate to perform their obligations under this Agreement is provided on the Supplier’s website (www.fsdoors.co.uk). Throughout the term of this Agreement and any extension thereof, the Supplier shall continue to offer the Affiliate such technical assistance as the Affiliate may reasonably request.

3. NOTICE OF BREACH/THREATENED BREACH

The Affiliate shall forthwith give notice in writing to the Supplier of any breach or threatened breach by the Affiliate of the provisions of this Agreement by either the Affiliate or any third party which shall at any time come within the Affiliate’s knowledge.

4. INDEMNITY

The Affiliate acknowledges and agrees that any breach of the provisions of this Agreement could result in loss to the Supplier. The Affiliate therefore undertakes to indemnify and keep the Supplier indemnified against any loss, expense, costs, damages or claims, including but not limited to future loss, expense, costs, damages or claims, arising out of or in connection with such a breach of this Agreement by the Affiliate.

5. ORDERING AND PAYMENT PROCESS

5.1 The Supplier will create and maintain a clickable Web URL known as the “affiliate link” for the Affiliate to use on one or more digital channels that will point to the Supplier’s website for the customer to be able to view and order products. In this event the Supplier’s standard terms and conditions of sale as defined on their website will be applicable

5.2 The Affiliate will create traditional channels of advertising to include their unique affiliate link, to direct the customer to the Supplier’s website for the customer to be able to view and order products. This traditional type of advertising is encouraged but is at the sole discretion of the Affiliate

5.3 The Supplier will ensure a clearly auditable and measurable method that identifies and records that the customer has come to their site via the affiliate link or affiliate’s traditional channel, to calculate and pay commissions owed to the Affiliate. All recorded in Affiliate Dashboard

5.4 The Supplier will pay to the Affiliate the full consideration as defined in section 1.1 no later than 30 calendar days from receipt of the payment from the customer as defined in Schedule 1

5.5 The Supplier will inform the Affiliate once an order has been placed via the Affiliate’s link or Affiliate’s Web link advertised through traditional channel for the Affiliate to invoice the Supplier. All VAT registered Affiliates must supply VAT invoices for any VAT inclusive products

5.6 Any payments owed to the Affiliate not made by the date specified in 5.4 will be subject to a daily interest rate charge of 1% above the Bank of England base rate with any accrued interest limited to no more than £25

5.7 Cancellations, returns and refunds will follow the standard terms and conditions as stated on the Supplier website (www.fsdoors.co.uk/delivery-returns and www.fsdoors.co.uk/terms-conditions)

6. SURVIVAL OF CLAUSES

In the event that any clause of this Agreement is held to be invalid by an authority having jurisdiction over this Agreement, that clause may be deleted from this Agreement and the remaining clauses shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the parties hereto.

7. ENTIRE AGREEMENT

This Agreement contains the entire and only agreement between the parties hereto in relation to the subject matter hereof and supersedes all previous negotiations, representations, undertakings and agreements both written and oral made between the parties with respect to the subject matter hereof. Modification of variation of this Agreement or of any of the provisions herein contained shall not be valid unless made in writing and signed on behalf of the respective parties or duly authorised agents thereof.

8. COSTS AND EXPENSES

Each of the parties hereto shall bear their own costs and expenses incidental to the negotiation of and to the preparation and carrying into effect of this Agreement.

9. NO WAIVER

No modification alteration or waiver of the provisions of this Agreement shall be effective unless in writing and executed by or on behalf of each of the parties. No delay, omission or failure by either of the parties to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.

10. NOTICES

Any notice document consent or approval relating to this Agreement (including this Clause) shall be in writing and may be served upon or delivered to the parties hereto at their respective addresses stated in this Agreement or at such other address (if any) as may have been notified for the purpose. Notices sent by first class recorded delivery mail shall be deemed to have been delivered forty eight hours after posting and proof of due posting shall be sufficient evidence of delivery. Notices sent by email shall be deemed to have been delivered one hour after the time of despatch, evidenced by the relevant completed transmission report.

11. DURATION OF AGREEMENT

The undertakings in this agreement will remain in force for a period of five years from the date on which this agreement is entered into or until such time that Affiliate breaches the contract and the Supplier terminates the agreement

12. LAW AND JURISDICTION

The provisions of this Agreement shall be governed by and construed according to the law of England and Wales and the parties hereto prorogate the exclusive jurisdiction of the Courts of England and Wales.

13. SCHEDULE 1 - Payment Terms for Customer

Once order is placed by the Customer with the Supplier via the affiliate link or affiliate link advertised through traditional channel, the following payment terms will apply. The ordering party will be responsible for the payments:

100% non-refundable payment to the Supplier upon order (pre production).

14. PAYMENT DETAILS

IN WITNESS WHERE OF the parties have executed this Agreement as of the Effective Date

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Draw Signature
Type In Signature

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Timestamp

Audit

5 June 2021 8:46 am BST

Distributor contract Uploaded by Remigijus Guobys - info@fsdoors.co.uk IP 217.61.224.7