PrintShop Affiliate Scheme Terms and Conditions (“Terms”)
We are Internova UK Ltd, company no. 03837521, registered office 33
Pilcher Gate, Nottingham, NG1 1QE.
Through our “Affiliate Scheme”, we allow you to offer branded
merchandise to the users of your web site without investing in internet based
merchandise systems or taking stock risks. We do this by setting up
an online Shop for you. Through this, you can reinforce your relationships
with your customers, promote your site and make money.
Your main obligation is to promote your Shop using links to the Shop from
In return, we will pay you commission for Products sold in accordance
with these Terms.
Your Application & This agreement
By applying for a Shop, you agree that these Terms will apply to the
Services. These Terms will constitute the entire agreement between us
and you about the Shop. They supersede and replace any previous
agreement between us and you on the same subject matter.
When you have completed your application, we shall process it. This may
involve the use of credit reference agencies to confirm your identity and
status. You consent to us performing these checks.
This agreement shall commence if and when we send you an email
confirming that we have accepted your application. It shall continue until
terminated by either of us in accordance with the section of this
agreement called “Termination”.
Definitions & Interpretation
In these Terms, certain words and phrases have defined meanings:
“Branding Content” means trade marks, logos, text, images, slogans and
copy that you provide us with to decorate the Shop (for example, the logo
for the Shop).
“Content” means Branding Content and Product Content.
“Product Content” means trade marks, logos, text, images, slogans and
copy that you provide to us for use on or application to Products (for
example, graphics for t-shirts) and the packaging for those Products.
“Products” means products of the kind listed in Schedule 1 that are to be
sold through the Shop;
“Services” means our setting up and hosting the Shop;
“Shop” means the merchandising website (at an address that we shall
notify you of) that we set up and host for you;
“Third Party Rights” means any rights of a third party which you have a
duty to observe or which are actionable at law, including intellectual
“Your Website” means your business website, the address of which you
will notify to us as part of the application for a Shop.
In these Terms, headings are for ease of reference only, and wherever the
words “including”, “include”, or “includes” or are used they shall be
deemed to be followed by the words “without limitation” unless the
context otherwise requires.
Setting Up The Shop
After we have accepted your application, you will promptly provide us with
Content by emailing it to the email address that we shall nominate for this
purpose and notify to you. We shall use the Branding Content to decorate
the Shop and apply the Product Content to the appropriate Products.
The Shop and the software supporting it are standard and have not been
designed for you. When setting up the Shop, we shall modify the Shop’s
graphic design to fit in with the general style of Your Website but the final
design of the Shop is at our sole discretion.
Once we have set up the Shop, we will email you to confirm that the Shop
Changing Product Content
If you wish to add, remove or replace Product Content, you must email to
us your instructions together with any new Product Content. We may
refuse to add or replace Product Content where we consider the new or
replacement Product Content to be inappropriate for whatever reason.
We may add, remove or replace any Product or Product Content at any
The Content is Your Responsibility
You will ensure that, at all times, the Content is: (a) accurate,
comprehensive, and up-to-date; (b) does not breach any Third Party
Rights; and (c) is not offensive, obscene, defamatory, or slanderous; does
not cause injury to, invade the privacy of or otherwise violate other rights
of any person.
We make no warranty and take no responsibility for how or in what
manner users of the Shop use any of the Content. You understand and
agree that we do not intend and will not be required to edit or review for
accuracy or appropriateness of any Content that you supply.
Requests for Customisation Beyond a Standard PrintShop Website
When we set up a Shop, we modify the Shop’s graphic design to fit in with
the general style of Your Website (see “Setting Up The Shop”, above). You
may however request that we customise the Shop to meet your own
requirements. We are not obliged to comply with such instructions, but if
we do we may present you with a quotation for our fees for such work. We
will do this where the requested customisations involve design or
development work on the Shop or the software supporting it. We shall not
begin customisation until you have confirmed, through an authorised
representative, that you accept the quotation.
Hosting the Shop
We shall maintain and host the Shop for the duration of this agreement.
You acknowledge that we are not charging you for this maintenance and
hosting, and accordingly we do not guarantee uninterrupted or continuous
access to the Shop by you or any other person. We reserve the right to
suspend any part of the Shop in order for us to carry out maintenance or
in the case of an emergency.
Links to the Shop
We shall provide a hyperlink from the Shop to Your Website.
Promoting the Shop
You will create and maintain hyperlinks from the home page of Your
Website to the Shop and shall use your best endeavours to ensure that
such hyperlinks are at all times fully functional.
We grant you a royalty-free revocable world-wide, non-exclusive licence
to use, distribute, display and transmit the “Internova” trade mark(s) and
logo(s) for the purpose of creating and maintaining the hyperlinks to the
You agree to use your best endeavours to promote the Shop to users of
Your Website through online and offline marketing activities.
You may not use unsolicited emails, faxes or telephone calls or text
messages to promote the Shop or to market or sell Products.
For the sale of a Product to generate a commission, a customer of the
(a) Purchase a Product in the Shop;
(b) Pay us in cleared funds.
We will be responsible for all aspects of the order processing, fulfilment
and customer care. We may reject orders for any Product carrying any
text or image that is offensive, defamatory or obscene. In this case, the
customer shall be refunded and you will not receive any commission.
We will pay you commission on each Product sold through the Shop at the
rates specified in Schedule 1. We may change the commission rates by
giving you 30 days written notice. For the avoidance of doubt, the
commission rates exclude VAT.
At the end of the each month in which the Terms are in force, we will
provide you with a report of the Products sold and commission due to you
for that month (“the Sales & Commission Report”).
You will provide us with an invoice for the total commission due for the
previous month, as set out in the Sales & Commission Report for that
month. We shall pay your invoices within 30 days of receipt of such invoice.
For the avoidance of doubt, time of payment of invoices is not of the
Intellectual Property Rights
You agree that you own or are licensed to use (and sub-licence to us) the
Content. You grant us a licence, for the duration of this Agreement, to use
the Content for setting up and hosting the Shop, including:
1. Placing the Product Content on to Products and decorating the
Website using the Branding Content; and
2. If we choose to, placing your logo on our PrintShop website as a
hyperlink to the Shop.
We will own all intellectual property rights in the Shop (including the
domain name that we allocate for the Shop) and any elements of the Shop
that we customise for you, excluding the Branding Content and the
Product Content. You will acquire no intellectual property rights in the
You shall indemnify us against any damages, costs (including reasonably
incurred legal costs) and other liabilities arising from any claim by a third
party that the use of all or part of the Content by us or users of the Shop
infringes the intellectual property rights of any third party and/or is
offensive, obscene, defamatory, libellous, slanderous, has caused injury or
an invasion of privacy or any other violation of Third Party Rights.
Either of us may terminate this agreement at any time and with immediate
effect by notice in writing to the other party:
(a) If the other party fails to remedy a material breach within 30 days of
receipt of written notice to do so setting out full details of that breach;
(b) If the other party commits a material breach that is not capable of
(c) If the other party enters into liquidation or is dissolved or declared
bankrupt or has a receiver, administrator or administrative receiver
appointed over all or part of its assets, or enters into an arrangement
with its creditors or takes or suffers any similar action.
Either of us may terminate this agreement, for any reason, by giving no
less than 30 days written notice to the other party.
Termination of this agreement shall not affect any rights, obligations or
liabilities of either party that have accrued before termination or that are
intended to continue to have effect beyond termination.
After termination, you agree that you shall take all steps that are
reasonably necessary to enable us to fulfil outstanding orders for
Products from customers of the Shop.
Limitation of Liability
Nothing in these Terms shall exclude or limit either party’s’ liability for
death or personal injury resulting from the negligence of that party, or for
Each party’s aggregate liability to the other in contract, tort (including
negligence) or otherwise for any breach or series of connected breaches
of these Terms is limited in any 12 month period (running from the date
that this agreement comes into effect) to the greater of:
(a) £100,000; or
(b) The total commission paid during the previous 12 month period.
Neither party shall be liable to the other for any consequential loss of any
kind or in contract, tort (including negligence) or otherwise for any loss of
profits, goodwill, business or anticipated savings, nor for any indirect loss
or damage pursuant to the agreement or for any destruction of data
resulting from the reproduction of the Content.
You acknowledge that in performing our obligations under these Terms,
low resolution versions of the Content will have to be made available for
visitors to the Shop. Accordingly, we shall not be liable for any
unauthorised use, resale, licensing, copying, downloading or storage of
any part of the Content.
You and we will co-operate to create a joint public announcement about
the Shop. Neither of us will make any separate public announcement
without the prior consent of the other party, such consent not to be
unreasonably withheld or delayed.
All information of or concerning either party relating to its business or
finances (including the terms of this agreement) shall be treated as
confidential and not disclosed by the other party to third parties without
the prior written approval of the owner of the confidential information.
However, either of us can disclose the confidential information of the
other to professional advisers, or where such disclosure is required by law
or where the information is already publicly available (except due to
breach of this agreement).
Events Outside Our Control
Neither of us will be liable to the other for any delay or failure in the
performance of our contractual obligations caused by events outside our
reasonable control provided that we promptly notify the other party of any
Any notice (except for the service of court proceedings) shall be in writing
and shall be delivered personally or sent by special delivery post or fax to
the addresses of each party.
Your address for notification purposes is the address that you have given
when making your application for the Shop. Your address for service must
be within the UK. Our address for notification purposes is our trading
address at the beginning of these Terms. If either of use wants to change
its address for notification purposes, we shall notify the other in
accordance with this provision.
Notice will have been given:
(a) If delivered personally, upon delivery;
(b) If sent by post, two clear days after the date of posting;
(c) If sent by fax, when transmitted provided that the sender sends a
copy by special delivery on the same day or the next working day.
Persons who are not a party to these Terms shall not have any rights
Both of us shall comply with all applicable legislation, regulations, and
other rules having equivalent force including the Data Protection Act 1998
and subordinate legalisation, especially in respect of data obtained from
the other party's web site. Both parties agree to take all steps reasonably
required of it by the other to ensure that such compliance is achieved.
If any provision of these Terms is determined to be invalid or
unenforceable, that provision will be of no effect, and the other provisions
of the Terms will remain in force and effect.
You shall not assign or otherwise transfer any of your rights or obligations
under these Terms, in whole or in part, without our prior written consent.
No amendment to, or waiver of, any provision of the Terms shall be
effective unless in writing and signed by both parties.
No failure or delay by either of us in exercising any right, power or
privilege under these Terms shall operate as a waiver. No single or partial
exercise of any right, power or privilege shall preclude any other or
further exercise of the right, or the exercise of any other right.
Each party acknowledges that:
(a) Upon entering into these Terms, it does not rely, and has not relied,
upon any representation (whether negligent or innocent), statement
or warranty made or agreed to by any person (whether a party to the
Terms or not) except those expressly repeated or referred to in the
(b) The only remedy available in respect of any misrepresentation or
untrue statement made to it shall be a claim for damages for breach
of contract under the Agreement; and
(c) This paragraph shall not apply to any fraudulent misrepresentation.
These Terms are governed by English law and the English courts
have exclusive jurisdiction.
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