A. The Service Provider provides acclaimed and recognised Services as mentioned in the Service Provider’s Website Mindset And Psychology Help For Traders | Hypnosis For Traders – https://www.hypnosisfortraders.co.uk/new/trading-mindset-programme/.
B. The Affiliate wishes to partner with the Service Provider to promote the Services of the Service Provider and to gain an Affiliate Commission.
C. The Service Provider agrees to appoint the Affiliate as the Service Provider’s Affiliate to promote the Services of the Service Provider.
D. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
The Service Provider approves the Affiliate’s assistance in promoting the Service Provider’s Services. The Service Provider hereby appoints the Affiliate on a non-exclusive, non-employee basis to endorse and promote its Services to the target audience.
2.1 The term of this Agreement shall commence on the Commencement Date and shall subsists for a period of two (2) years unless terminated in accordance with the terms contained in this Agreement (“Term”).
2.2 This Agreement, on or before expiry of the Term can be renewed for subsequent one-year period by mutual consent of both parties on the same terms and conditions herein set or on other mutually agreed terms and conditions.
3.1 The Affiliate warrants that it is entitled to undertake its obligations under this Agreement without any additional approvals and will notify the Service Provider immediately if it ceases to be so entitled during the Term.
3.2 The Affiliate is legally eligible to enter into this Agreement and promise that the Affiliate is 18 years or more of age (if an individual).
3.3 That the Affiliate may promote, solicit, and generate new Customers for the Services of the Service Provider to the best of its ability and experience and pursuant to the applicable and governing Laws (“Refer”).
3.4 That no representation shall be made on behalf of the Service Provider by the Affiliate except as in conformity with the instructions issued from time to time by the Service Provider.
3.5 The Affiliate agrees not to make any false or unauthorised statements including but not limited to promises, guarantees, warranties, etc. on behalf of the Service Provider.
3.6 The Affiliate promises the Service Provider of its good character.
3.7 The Affiliate understands and agrees that prices and terms of the Service Provider’s Services shall be established by the Service Provider in its sole discretion.
3.8 The Affiliate understand and agrees that only the Service Provider shall sell its Services, the Affiliate shall not directly sell the Services in the open market without the explicit written permission of the Service Provider. Service Provider retains all the intellectual property rights including but not limited to copyrights, trademarks, and trade secrets.
4 THE AFFILIATE PROGRAMME
4.1 Once the Affiliate is Appointed by the Service Provider pursuant to this Agreement, the Affiliate may promote the Services of the Service Provider to third-party potential customers (“Customer”).
4.2 If a Customer purchases the Services (“Converted Customer”), the Affiliate shall become entitled to the Affiliate Commission as mentioned in the Affiliate Details and as delineated below.
4.3 In order to claim the Affiliate Commission, the Converted Customer must mention the name of the Affiliate in the Services application form. The Affiliate shall not claim Affiliate Commission for any sale in which it has not been mentioned as an “referrer”.
4.4 Notwithstanding anything in this Agreement, the Affiliate shall only become entitled to the Affiliate Commission once the Converted Customer has completely paid the Service Provider for the Services and once the refund period for the Services has expired, if applicable to the Service.
4.5 The Affiliate Commission, if any, shall be paid to the Affiliate by the Service Provider on the 1st day of each calendar month and to the Account of the Affiliate which shall be provided by the Affiliate to the Service Provider.
5 CONFIDENTIAL INFORMATION
5.1 The Affiliate shall not use or disclose to any person either during or at any time after its appointment with the Service Provider any confidential information about the business or affairs of the Service Provider or any of its business contacts, or about any other matters which may come to the Affiliate’s knowledge in the course of its Appointment.
5.2 For the purposes of this clause, Confidential Information shall include, and shall be deemed to include, all information conveyed by the Service Provider to the Affiliate orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of the Service Provider, and information relating to transactional procedures. However, Confidential Information shall not include information, which can clearly demonstrate to be generally known or available to the public, through no act or omission on the part of the Affiliate.
5.3 The restriction in this clause does not apply to use or disclosure that has been authorised by the Service Provider or as required by law or by the Affiliate’s Appointment.
6 OPTING OUT OF THE AFFILIATE PROGRAMME (“TERMINATION”)
6.1 In case of an unsatisfactory performance of the Affiliate in undertaking its obligations under this Agreement or in case of any material breach of this Agreement by the Affiliate, the Service Provider may terminate this Agreement without providing any notice to the Affiliate.
6.2 The Affiliate may terminate this Agreement by providing a one month notice to the Service Provider.
6.3 If this Agreement is terminated for any reason whatsoever, the Affiliate’s right over the Affiliate Commission for a Customer who is Referred by the Affiliate pursuant to this Agreement and during the Term of this Agreement shall not be affected, even when the Customer may purchase the Service of the Service Provider after the termination of this Agreement.
The Affiliate agrees that the Affiliate shall not sign up for the Service Provider’s Affiliate Program for:
7.1 Any unlawful purpose.
7.2 soliciting others to perform or participate in any unlawful acts.
7.3 violating any international, federal, provincial, or state regulations, rules, laws, or local ordinances.
7.4 infringing or violating our intellectual property rights or any intellectual property rights of others.
7.5 harassing, abusing, insulting, harming, defaming, slandering, disparaging, intimidating, or discriminating based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
7.6 submitting false or misleading information.
7.7 collecting or tracking the personal information of others.
7.8 spamming, phishing, pharm, pretext, spider, crawl, or scrape.
7.9 interfering with or circumventing the security features of the Services.
The Affiliate agree to indemnify, defend, and hold the Service Provider including without limitation the Service Provider’s subsidiaries, directors, shareholders, officers, employees, affiliates, agents, contractors, suppliers, service providers from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Affiliate’s or others breach of this Agreement.
9 GOVERNING LAW AND JURISDICTION
9.1 The parties agree that the validity, operation, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales applicable therein (notwithstanding conflict of law rules), and the parties do expressly and irrevocably concede to the jurisdiction of courts of England and Wales with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement.
9.2 Any dispute concerning the subject matter of this Agreement, or the breach, termination, or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. Venue of such arbitration shall be the city of London and the Language of Arbitration shall be in English. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of the appropriate court on application by either party to the Dispute. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.
10 GENERAL PROVISIONS
10.1 The Affiliate shall not assign any of its rights under this agreement to anyone else. The Service Provider may assign its rights to any other individual or entity at its sole discretion.
10.2 Affiliate and the Service Provider recognise and agree that Affiliate is an independent contractor functioning as a business transaction intermediary. Affiliate is not, and shall not hold itself out as, an employee, agent, representative, fiduciary, partner, or joint venturer of the Service Provider. Nothing in this Agreement shall be construed as granting Affiliate exclusive rights of any kind, or as restricting or inhibiting in any way the Service Provider’s own sales and marketing efforts.
10.3 The Parties shall not be held liable for any delays or failure in performance of any part of the Agreement, from any cause beyond the Parties control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, pandemics, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers (Do we need to include all this?)
10.4 The Sections contained in this Agreement which by their nature should survive the termination, shall survive the termination of this Agreement.
10.5 In the event a section of this Agreement is not enforceable, then that section will be removed or edited as little as necessary, and the rest of the Sections will still be valid.
10.6 The headers are provided only to make this agreement easier to read and understand.