Terms of use1. These terms and conditions explain the rights and obligations which will form the legal agreement ("this Agreement") between you ("Affiliate") and START (trading as Metrofine Ltd). All references to ‘our site’ or ‘the site’ or ‘Start site’ refer to the web site owned by START to which your link is made.
Enrolling as an affiliate2. To begin the enrolment process, you will submit a complete scheme application via our site .We may reject your application if we feel (at our sole discretion) that your site is unsuitable for the scheme.
Linking to our site3. After we have accepted you as an affiliate, you will be able to provide one or more links from your site to our site. We will provide you with link formats especially designed for tracking and reporting for all links between your site and our site. You will be solely responsible for properly utilising the link formats. We do not accept any responsibility for the incorrect use of the special links / link formats and therefore we shall not be accountable for any loss of fees as a result of errors on your part. 4. We shall provide the Links to the Affiliateto enable the Affiliateto link the Affiliate ’s Site to ours. We gives no warranty that access to our site or any site operated by us in connection with this Contract or the Affiliate’s Website shall be uninterrupted or error-free.5.We shall have the sole right and responsibility for processing every order for our products, for tracking the volume and amount of sales of our products generated by the Affiliate ’s Site, and for providing sales statements and reports. We shall be responsible for order entry, payment processing, shipping, and related customer service.
Commission6. Subject to the terms and conditions of this Agreement, you will be paid commission for each customer referred from your site through the link on your site who successfully purchases an item using a credit card or via Liveperson (this relates specifically to Miu Miu products). If it is later found that the customer's purchase was refunded (this includes cases such as returned items, cancellations, fraud or suspected fraud) we retain the right to withhold any payments to you resulting from that individual's purchases.7. The affiliate scheme relies on cookies to track customers. If for whatever reason, the customer isn't using cookies, or the cookie expires or the customer deletes the cookie, they cannot be tracked and you will not earn commission for any sales that customer may make.8. Commission may not be paid to an affiliate if the details we hold for that affiliate are not accurate. It is the affiliate's responsibility to make sure that we are notified of any change in their details such as email or postal address. We also reserve the right to cancel commission payments if we believe that there has been any fraudulent attempts to use the service.9. For avoidance of doubt, no Commission will be payable in respect of any purchases for any products or services generally sold by us which are not in accordance with the process in paragraph 6. We do not pay commission regarding any payments made by visitors to our stores or to our web site or in any other manner who are not using the process set out in paragraph 6. Even if they were initially introduced to Start via your web site, no introduction or other like fee will be due or payable or is in the ambit or contemplation of this agreement.
Commission Schedule10. You will earn an affiliate referral fee of ten percent (10%) which is payable to you at the end of each month provided that the commission owed is more than GBP £25.00.
Copyright Notice11. Unless otherwise expressly stated, copyright, database right or similar rights in all material presented on our site (including graphical images, text, video clips, reprographics, sounds, demos, patches and other files) is owned, controlled or licensed by START or its affiliates and is protected or covered by copyright, trade mark, intellectual property law and other proprietary rights.12. You may not (whether directly or indirectly including through the use of any program) create a database in an electronic or other form by downloading and storing all or any part of the pages from our site without our prior written consent save as expressly authorised by an agreement in writing between us.13. Unless with our prior permission no part of our site may be reproduced or transmitted to or stored in any other website, nor may any of its pages or part thereof be disseminated in any electronic or non electronic form, nor included in any public or private electronic retrieval system or service.14. We hereby grant you a non-exclusive, non-transferable, revocable right to use (i) the Links and (ii) START logos, trade names, trade marks and similar identifying material supplied by START(but only in the form(s) that they are provided by START and solely in connection with the Links) (collectively, the “Licensed Materials”), for the sole purpose of marketing the START site through your site and solely in accordance with these conditions. 15. You may not alter, modify, or change the Licensed Materials in any way without the prior written approval of START (before being placed on yoursite) and you agrees to immediately discontinue such use at such time as this Agreement is terminated. We reserves all of our rights in the Licensed Materials and of ourother proprietary rights. 16. We may terminate the licence at any time forthwith upon written notice to the Affiliate, in which event this Agreement will also terminate automatically. 17. This license shall terminate upon expiration or termination of this Agreement. Upon termination of this Agreement for whatever reason you shall immediately destroy and delete all Licensed Materials and certify to us that you have done so.18. You hereby grant to us a non-exclusive licence to utilise your names, trade marks, titles and logos (the “Affiliate Trade Marks”), to advertise, market, promote and publicise in any manner the rights hereunder; provided, however, we shall not be required to so advertise, market, promote, or publicise the Affiliate Trade Marks. This licence shall terminate upon the expiration or termination of this Agreement.19. You may not amend, republish, distribute, reproduce, adapt or modify any of the materials on our site or use any of the materials for public performance or otherwise make commercial use of our site or any materials located on it without our prior written consent.20. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Start. We reserve the right to revoke such permission at any time. The permission granted terminates automatically if you breach any of these terms or other terms and conditions applicable to this Site.21. Nothing on our site or your use of any of the services shall be construed as conferring any licence or other rights under the intellectual property or other proprietary rights of the owners and operators of the START web site its affiliates or any third party, whether implied or otherwise, save as expressly provided.
Policies and operating procedures22. Customers purchasing items from www.start-london.com through this scheme will be deemed to be customers of Start. Accordingly, all Start rules, policies, and operating procedures concerning the services will apply to those customers. We may change our policies and operating procedures at any time.
Your Responsibility23. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.24. You will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilised by Start. Possible uses include (but are not limited to) lists of the busiest sites, lists of affiliate sites, etc. You acknowledge that you are not a competitor of Start, and agree not to share this information with any of our competitors. Any violation of these terms and conditions may cause us to terminate this agreement.
Term25. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or Start may terminate this Agreement at any time, with or without cause, by giving the other party 7 days written or emailed notice of termination except in the event a party is in default of any term of this Agreement when termination will take place immediately on receipt of written notice. You are only eligible to earn referral fees on domain name registrations occurring during the term of this Agreement only. We may withhold your final payment to ensure that the correct amount is paid. Your site is subject to periodic review. If we determine at any point after acceptance into our scheme that your site is not suitable for the scheme, we may unilaterally end the status of your site as an Affiliate.
Modification
26. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a new agreement on our site. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. Your continued participation in the scheme following our modifications will constitute a binding acceptance of the change.
Limitation of Liability
27. We will not be liable for indirect, special or consequential damages (or loss of revenue, profits or data) arising in connection with this agreement or the affiliate scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the affiliate scheme will not exceed the total Annual Affiliate Referral Fees paid or payable to you under this agreement. For the purpose of this agreement Affiliate Referral Fees mean the total of any commission fees paid under the agreement in any one year.
Disclaimers
28. We make no express or implied warranties or representations with respect to the scheme or any products sold through the scheme including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
29. The information on our site is updated from time to time. However, we hereby exclude any warranties (whether expressed or implied), as to the quality, accuracy, efficacy, completeness, performance, fitness for a particular purpose of this page, the Site or any of its contents, including (but not limited) to any price quotes or non-fraudulent representations contained within the Site.
Independent Investigation
30. You acknowledge that you have read this agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all the terms and conditions set forth herein. You agree that, in interpreting this agreement, no weight shall be placed upon the fact that this agreement has been drafted by us, and you shall not assert that this agreement is unenforceable or invalid on the grounds that it is a contract of adhesion, that it is unconscionable or any similar theory. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the scheme and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
Miscellaneous
31. We control and operate our site from our offices in the United Kingdom.
32. This Agreement will be governed by the English law, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of England and Wales, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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