Sample Merchant Terms and Conditions

Paid On Results Ltd reserves the right to amend and update these Terms and Conditions, by posting notice of changed terms on the Paid On Results Merchant Control Area.

All work is carried out in accordance with the undernoted Standard Terms of Business which supersede all previous agreements. If you have any questions regarding our terms, please contact support. Any modifications due to special circumstances must be agreed in writing by the Managing Director of Paid On Results.

1. Commencement and Termination.

These Terms and the details you complete in the "Road to Paid On Results" online interface during the set-up of your Affiliate Program form the basis of your working relationship with Paid On Results. All changes affecting your Affiliate Program, including commission rates, must be notified to Paid On Results and agreed before these are announced to Affiliates.

Before your Affiliate Program is launched you will be asked to verify all aspects of your Affiliate Program (such as commission rates, program description and restrictions) and confirm your acceptance of these, this is called our "Pre-launch check". Paid On Results accept no responsibility for any errors or consequential implications which are not flagged up at this stage.

This Agreement shall come into force upon your acceptance as a Merchant and shall remain in effect for a minimum period of nine months from the date the program goes live and until terminated.

After the minimum period of nine months the Merchant is entitled to terminate this Agreement at any time by providing Paid On Results with 6 weeks formal notice in writing. This notice period is necessary to allow Affiliates sufficient time to recoup their advertising commitments to the merchant's program. Merchants can expect commission levels to drop throughout the notice period. Any commission earned during the notice period will continue to be payable.

Paid On Results is entitled to terminate this Agreement and/or suspend the Merchant from Paid On Results service, at any time. Reasonable notice of suspension/termination will be given where possible. An immediate suspension/termination facility is required for a number of reasons - these include (but not exclusively) any - malpractice, late payments or failure to comply with these agreed Standard Terms of Business.

The Merchant shall acquire no rights, following the termination of this Agreement, to use any Intellectual Property Rights of Paid On Results. This will include domain names, any text, images, banners or any other works created by or on behalf of Paid On Results.

2. Payment.

It is a requirement to keep a positive account fund with Paid On Results to cover all commission and fees. Invoices will be issued to add additional funds to the Merchants account balance, as it becomes low. It is the Merchants responsibility to ensure these invoices are paid in time to ensure the account fund remains positive.

Merchants out of funds may be suspended from the Network. If funds are not received within a maximum of 7 days from suspension or debt goes beyond £500, the program may be closed. After closure, any debt will continue to be subject to a late payment charge of 5% per month compound interest until paid in full.

Details of our charges are shown in the Road to Paid On Results interface under the "Fee Summary" page. The fees are also shown during the "Pre-launch check" as well.

Our charges consist of the following elements - set up fee, monthly fee, Affiliate Commission, Network Commission and any additional work by agreement.

Your Invoice payment time should be no more than 14 days.

Any payments received later than 21 days after the date of invoice will attract a charge of 5% per month compound interest.

3. Program Details & Changes.

It is the responsibility of the Merchant to ensure all program details and changes are correct. Paid On Results will endeavour to halt any transactions due to errors which are brought to their attention prior to the pending transactions being approved or auto-approved.

4. Preferential Commission Rates.

Apart from 'Private' rates, Merchants cannot offer preferential public commission rates through other networks or campaigns. Paid On Results will retain the right to increase their Affiliate and Network commission rates immediately and retrospectively without consultation; to match any preferential public Affiliate commission rates being offered, on the same program, by other Networks or campaigns. The Merchant will be advised of this change and the reason.

5. Validation and Void Sales.

Paid On Results does not accept void sales due to duplicate sales on other networks. If the Merchant's program is live on more than one Network, we can supply 'local cookie' information to ensure transactions are accurately allocated.

In order to pay affiliates promptly and encourage them to promote your program - all sales will be automatically validated by the Paid On Results system, 21 days after the initial transaction, where funds are in place, unless otherwise advised.

All reasons for void sales, as well as maximum void levels, must be clearly defined.

Reasons should be communicated to affiliates via the control panel when voiding sales..

6. Chargebacks.

Paid On Results will endeavour to apply justified chargebacks, which come to their attention, within 21 days of the pending transaction being posted to the Merchant and Affiliate by the Paid On Results system, or prior to the Affiliate being paid, whichever is the sooner. Any chargeback requests must be submitted to Paid On Results as soon as the chargeback becomes known to the Merchant. Failure to do so will relieve Paid On Results of any obligation to attempt to apply the chargeback. All reasons for chargeback requests should be advised to Paid On Results by email at the time of the request.

7. Fraud.

In the event of any Affiliate fraud, all current transactions in the Affiliate's account will be reversed where possible. In addition, the Merchants affected may, without the involvement of Paid On Results, attempt to directly recover any payments made before fraud has been detected. [Paid On Results will be relieved of all responsibilities in this regard by the Merchant]. Paid On Results also reserve the right to take legal/criminal action against the fraudulent companies and individuals involved.

8. Tracking Code / Site Maintenance.

Merchants will require to ensure that tracking codes are kept in place. Failure to do so will entitle Paid On Results to suspend the Merchant until corrected and apply compensation. Compensation will be based the total commission normally paid on average for a period equal to the length of downtime. Any planned downtime of your site or systems should be communicated to Paid On Results in advance. Where the work is of an emergency nature, you should notify Paid On Results immediately before informing Affiliates.

9. Sub-Licences.

The Merchant will grant, to Paid On Results and our Affiliates, a revocable, non-transferable, royalty free, international sublicence to display and link to their Web site or Web site content, and all trademarks, service marks, tradenames, and/or copyrighted material ("Content"), from each of their Web Sites and/or subscription e-mail, for the limited purposes of promoting their program and subject to the terms and conditions of this Agreement.

10. Indemnification.

The Merchant shall keep Paid On Results indemnified against any claims for damages or other claims for compensation arising from the contents of the Merchant's website or any incorrect information given to Paid On Results by the Merchant. The Merchant shall also compensate Paid On Results for any other damages or costs caused by the Merchant's improper, negligent or unauthorised use of Paid On Results service and technical problems or loss of data caused by the Merchant on Paid On Results website or on any website to which the Merchant is linked by Paid On Results.

11. Liability - System failure, viruses, damages, downtime.

Paid On Results shall not be liable to the Merchant for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components, loss of profits, contracts, loss of reputation, loss caused by any third party deleting, removing, deactivating or tampering with the Affiliate Tracking Service or other indirect or consequential loss whether arising from negligence, breach of contract or whatsoever.

Paid On Results cannot guarantee or warrant the performance of Paid On Results service or the links to any linked websites. Paid On Results shall not be liable for any error in the implementation of the links for the Merchant's website or for the specified function of the links.

12. Liability Limits.

Paid On Results total liability to the merchant including in contract and tort (including the tort of negligence) shall not exceed £10,000.00 (ten thousand pounds sterling).

13. Legal Content and Approval.

The Merchant is solely responsible for his/her website and all its contents and shall ensure that they conform at all times to all applicable laws and regulations. If the Merchant is based outside of the United Kingdom then they must also undertake to ensure their website is compliant with the laws of the United Kingdom.

14. Copyright / Intellectual Property.

Paid On Results owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. This includes all programming, creative, artwork and images supplied by Paid On Results or on behalf of Paid On Results. The Merchant does not acquire any rights or licences whatsoever under this Agreement. Any creative or content designed or supplied by Paid On Results can only be used by Paid On Results Affiliates, unless you have paid an additional external usage fee. Any Merchant using creative or content designed or supplied by Paid On Results, on another Network, will automatically be charged a usage fee of £500.

15. Merchant's Information e.g. emails, performance statistics.

The Merchant consents to the publication of the Merchant's name and web address etc. on the Paid On Results website and to Paid On Results sending newsletters etc. to the Affiliates and using the information given by the Merchant for marketing purposes. The Merchant confirms that, in order to enable Paid On Results to improve, promote or market the service, Paid On Results may produce statistics or summaries relating to the use of the service.

Paid On Results may contact the Merchant by email, telephone or post for feedback relating to the service, including any ways in which it might be improved, both for the Paid On Results Network and for the individual Merchant.

All information collected is confidential and will be used solely for mutual benefit in any campaigns or promotions.

16. Applicable Law.

Paid On Results shall not be liable for the legality of Paid On Results service in countries other than the United Kingdom. The Merchant is solely responsible for the legality of the use of the service if the Merchant is registered to Paid On Results service from a country other than the United Kingdom or if the Merchant's website is on a server in a country other than the United Kingdom.

This Agreement is subject to the laws of Scotland and shall be subject to the non-exclusive jurisdiction of the Scottish courts.

If any dispute arises out of this Agreement the Parties will attempt to settle it by a mediation procedure as the parties may agree in writing.