PrintShop Affiliate Scheme Terms and Conditions (“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 property rights;
“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 is operational.

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 time.

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 Shop.
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.

Commission
For the sale of a Product to generate a commission, a customer of the Shop must:

(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”).

Invoices
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 essence.

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 Shop.

Indemnity
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.

Termination
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 remedy;

(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 fraudulent misrepresentation.
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.

Publicity
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.

Confidentiality
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 such event.

Notices
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.

General
Persons who are not a party to these Terms shall not have any rights under them.
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 Terms; and
(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.

Schedule 1
Products and Commission Rates
Prodcuct	Commission
Skinny T-Shirt	£2.00
T-Shirt	£2.00
Baseball Shirt	£2.00
Hooded Sweatshirt	£2.00
Mouse Mat	£1.00
Mug	£1.00
Pants	£1.00
CD	£1.00
Coasters	£1.00
Boxer Shorts	£1.00