This Partnership Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Pedal Cover Partnership Programme (“Programme”).
1. DESCRIPTION OF THE PROGRAMME
The purpose of the Programme is to permit you to promote Pedal Cover Cycle Insurance (“Products”) on your website and to earn commission on the sale of Products to users of your website. In order to facilitate your promotion of Products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other information in connection with the Programme.
2. ENROLMENT
We will evaluate your application and notify you of its acceptance. We may reject your application if we determine that your website is unsuitable. You will ensure that the information in your Programme application and otherwise associated with your account, including your email address and other contact information and identification of your website, is at all times complete, accurate, and up-to-date. We may send notifications, approvals, and other communications relating to the Programme and this Agreement to the email address with which the Programme account is registered. You will be deemed to have received all notifications, approvals, and other communications sent to that email address.
3. LINKS ON YOUR WEBSITE
After you have been notified that you have been accepted into the Programme, you may display Special Links on your site. “Special Links” are links to the Pedal Cover website which permit accurate user tracking, reporting, and the calculation of commission through the use of an embedded affiliate identification code (“Affiliate ID”). Failure to implement the Special Links provided may result in the loss of commission revenue. You may earn commission only as described in Section 9.
4. PROMOTING PEDAL COVER
Without prior consent and approval from Pedal Cover, you may not create and distribute promotional material that promotes Pedal Cover.
5. PROGRAMME REQUIREMENTS
By participating in the Programme, you agree that you will provide us with any information that we request to verify your compliance with this Agreement or any operational documentation associated with the Programme. We may terminate this Agreement, withhold any commission, or both, if we determine that you, persons that we determine are affiliated with you, or acting in concert with you, have violated this Agreement or any operational documentation.
In addition, you hereby consent to us:
i. sending you emails;
ii. recording and using information about your site and visitors to your site that we obtain in connection with your display of Special links; and
iii. crawling, and otherwise investigating your site to verify compliance with this Agreement or any operational documentation.
6. RESPONSIBILITY FOR YOUR WEBSITE
You will be solely responsible for your website, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
displaying Special Links on your website in compliance with this Agreement;
ensuring Special Links are kept up-to-date with the relevant designs and promotions;
creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your website (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
using content, your website, and materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including other advertisers and us) may serve content and advertisements, collect information directly from visitors, and place or recognise cookies on visitors’ browsers; and
any use that you make of the Pedal Cover Marks, whether or not permitted under this Agreement.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensor’s, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including legal fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in Section 5; (c) your use of any Content, whether or not such use is authorised by or violates this Agreement, any Operational Documentation or applicable law; (d) your violation of any term or condition of this Agreement or any Operational Documentation; or (e) your or your employees’ negligence or wilful misconduct.
7. ORDER PROCESSING
We will process Product orders placed by customers who follow Special Links from your site to the Pedal Cover website. We reserve the right to reject orders that do not comply with any requirements on the Pedal Cover website, as they may be updated from time to time. We will track Qualifying Purchases for reporting and advertising fee accrual purposes and will make available to you reports summarising those Qualifying Purchases
8. QUALIFYING PURCHASES
A “Qualifying Purchase” occurs when (a) a customer clicks a Special Link on your website to the relevant Pedal Cover website; and (b) during a single session, that customer saves a quote and subsequently places the order for that Product no later than 60 days following the customer’s initial click-through.
9. COMMISSION
We will pay you commission on Qualifying Purchases in accordance with Section 8 and the Partnership Commission Schedule (“the Commission Schedule”). If accepted into the Programme, the Commission Schedule will be viewable in the Affiliate area of the website. All affiliates will commence business receiving 10% commission of the net Product sales after the deduction of applicable taxes and fees. The commission will be calculated as a percentage of the insurance premium net of insurance premium tax. Additional commission can be earned by meeting sales targets as set out in the Commission Schedule. Commissions are subject to the exclusions set out below.
We reserve the right to refuse payment for any sales using; “Prohibited Paid Search Placement”. Prohibited Paid Search Placement means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Pedal Cover,” “Cycle Insurance,” “Bicycle Insurance,” or any other key terms of Pedal Cover.
We also reserve the right to refuse commission payment where a discount code is abused by being placed on a “Promo Code Aggregator.” A Promo Code Aggregator, such as Voucher Cloud, sole purpose is to provide discounts to customers already committed to purchasing.
10. VAT AND SELF-BILLING
By participating in the Programme, you agree you will issue invoices for the commission you earn on Products sold. Because insurance is exempt from VAT, no output VAT will be payable on any commission earned. Invoices should be issued quarterly or more or less frequently depending on the volume of commission.
11. PAYMENTS
The commission will be paid in Pounds Sterling for Qualifying Purchases as calculated under the terms in section 8 and the Commission Schedule. Commission will ordinarily be paid quarterly, 30 days in arrears. We will not issue payment to you and will withhold any commission until you have provided an invoice.
12. POLICIES AND PRICING
Customers who buy Products through this Programme are our customers concerning all activities they undertake connected with the Pedal Cover website. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Pedal Cover website will apply to those customers, and we may change them at any time.
13. IDENTIFICATION AS AN AFFILIATE
Without prior Agreement, you will not issue any press release or make any other public communication concerning this Agreement, your use of Special links, or your participation in the Programme. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between you and us or any other person or entity except as expressly permitted by this Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Pedal Cover Partnership, an affiliate commission programme designed to provide a means for cycling businesses to earn commission fees by displaying and linking to www.pedalcover.co.uk
14. LIMITED LICENCE
Subject to the terms of this Agreement, and solely for the limited purposes promoting Products on, and directing end users to, the Pedal Cover website in connection with the Programme, we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free licence to (a) copy and display Special Links solely on your website; and (b) use only those of our trademarks and logos that we may make available to you as part of Special Links.
The licence set forth in this Section 14 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Operational Documentation, or otherwise upon termination of this Agreement. In addition, we may terminate the licence set forth in this Section 14 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Pedal Cover Marks with respect to which the licence set forth in this Section 14 is terminated or as we may otherwise request from time to time.
15. COMPLIANCE WITH LAWS
In connection with your participation in the Programme you will comply with all applicable laws, ordinances, rules, regulations, orders, licences, permits, judgements, decisions, guidelines, codes of practice, and other requirements of (a) any governmental authority that has jurisdiction over you or (b) any applicable regulatory or self-regulatory body, including laws that govern electronic marketing (e.g., laws and regulations made to comply with Directive 2002/58/EC (Privacy and Electronic Communications Directive) and Data Protection and privacy laws and regulation together with applicable advertising, marketing, and promotion regulations.
Both Pedal Cover and you acknowledge that nothing in this Agreement purports to appoint either party as a processor for and on behalf of the other party in respect of personal data and neither party shall otherwise act as a processor for and on behalf of the other party unless it has been expressly appointed as processor by the other party. Such appointment shall be conditional upon such party satisfying the other party’s security due diligence review and the parties agreeing, in good faith, a set of written processor obligations that comply with relevant Data Protection Laws.
16. TERM AND TERMINATION
The term of this Agreement will begin upon our acceptance of your Programme application and will end when terminated by either you or us. Pedal Cover Partners will be reviewed every twelve months. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party at least 7 days’ written notice of termination.
Upon any termination of this Agreement, any and all licences you have the benefit of with respect to Special Links will automatically terminate and you will immediately stop using the Special Links and Pedal Cover Marks and promptly remove from your website and delete or otherwise destroy all links to the Pedal Cover website, all Pedal Cover Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Programme. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns).
17. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement at any time and from time to time in our sole discretion by, at least 7 days prior to the effective date of the modification, posting a change notice or revised Agreement on the Pedal Cover website and, in the case of changes to the contractual terms of the Agreement, by sending a notification to the email address then-currently associated with your Programme account. Modifications may include, for example, changes to the Programme Advertising Fee Schedule, payment procedures, and Programme requirements. You may during that 7-day period, as your sole recourse, notify us in writing of your objections to the modifications and, if you do so, your account will automatically terminate on the effective date of the modification to which you objected.
