Affiliate Agreement

Win With Dyslexia – Affiliate Terms and Conditions

Please read these Affiliate Terms and Conditions carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation our Affiliate Programme.  You will be asked to agree to these Affiliate Terms and Conditions before becoming an Affiliate.

You should print a copy of these Affiliate Terms and Conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

These Affiliate Terms and Conditions are available in the English language only.

If you have any questions or complaints about our Affiliate Programme please contact us by writing to Lexxic Ltd, Unit 5 Office K211, The Biscuit Factory, 100 Clements Road, Southwark, London SE16 4DG, UK or by email to enquiry@lexxic.com

1.       Definitions and interpretation

1.1     In the Agreement:

Acceptance Email” means an email sent by Lexxic to the Affiliate in accordance with Clause 2.3 confirming that the Affiliate has been accepted into the Affiliate Programme;

Affiliate” means the person (natural or legal) specified as the applicant for our Affiliate Programme on the Registration Form;

Affiliate Programme” means Lexxic’s affiliate programme detailed in the Agreement and on courses.WinWithDyslexia.com;

Affiliate Website” means the website or websites owned and operated by the Affiliate and specified by the Affiliate on the Registration Form;

Agreement” means the agreement between Lexxic and the Affiliate incorporating these Affiliate Terms and Conditions, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

Commission” means such percentage of the Net Sale Price as is confirmed by Lexxic to the Affiliate in writing from time to time;

Effective Date” means the date the Agreement comes into force as specified in Clause 2;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, denial of service attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Link” means a hyperlink (whether in text or in an image or otherwise) from the Affiliate Website to Lexxic’s Website enabling Lexxic to track visitors from the Affiliate Website to Lexxic’s Website using its affiliate tracking system;

Lexxic” means Lexxic Ltd, a company incorporated in England and Wales (registration number 06353268) having its registered office at Lexxic Ltd, Unit 5 Office K211, The Biscuit Factory, 100 Clements Road, Southwark, London SE16 4DG, UK;

Lexxic’s Website” means Lexxic’s website(s) accessible via the following URL: courses.WinWithDyslexia.com;

Net Sale Price” is the sale price actually received by Lexxic in relation to a Verified Payment Trigger less value added tax or any other sales tax and less costs directly associated with the sale (including, without limitation, the fees charged by Teachable in connection with the sale and the fees charged by the payment processor and any discounts due to coupons used);

Payment Trigger” means a purchase of Lexxic’s goods or services on Lexxic’s Website made by a user who first visited Lexxic’s Website by means of a Link and who made such purchase within 30 days of the date of that first visit using the same computer and browser with set cookie, providing that such user did not at any time between the visit and the purchase visit Lexxic’s Website by means of a hyperlink associated with another affiliate within the Affiliate Programme;

Prohibited Materials” means content, works or other materials that constitute, or that Lexxic reasonably determines constitute:

(a)      material that breaches any applicable laws, regulations or legally binding codes;

(b)      material that infringes any third party intellectual property rights or other rights;

(c)      indecent, obscene, pornographic or lewd material;

(d)      material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;

(e)      computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or

(f)      spam or unsolicited bulk email or unsolicited commercial email.

Registration Form” means the HTML form on the WinWithDyslexia.com Website enabling users to apply to become Affiliates;

Teachable” means Teachable.com whose trading address is 10th Floor 33 Irving Place New York NY 10003 USA;

Teachable’s Terms” means the terms and conditions and rules from time to time imposed by Teachable on the Affiliate in respect of the use by the Affiliate of Teachable’s resources;

Term” means the term of the Agreement; and

Verified Payment Trigger” means a Payment Trigger that has been verified by Lexxic using its affiliate tracking system (for the avoidance of doubt, this excludes both Payment Triggers that have not been so verified and events that are not Payment Triggers but are falsely verified as such).

1.2     In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a)      that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)      any subordinate legislation made under that statute or statutory provision.

1.3     The Clause headings do not affect the interpretation of the Agreement.

1.4     The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.

2.       The Agreement

2.1     In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form.

2.2     If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted by editing the fields within the HTML form before clicking submit.

2.3     The Agreement will come into force if and when Lexxic sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4     The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 11.

2.5     Lexxic uses Teachable’s platform and resources in order to assist in transacting with the Affiliate and to assist in enabling the provision of its goods and services.  The Affiliate agrees with Lexxic that Teachable’s Terms are binding on the Affiliate as between Lexxic and the Affiliate, to the extent that they do not conflict with the Agreement.

3.       Affiliate Programme

3.1     The Affiliate may within 7 days following the Effective Date include at least one Link on the Affiliate Website.

3.2     Lexxic may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of Lexxic’s trade marks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days following receipt of the request.

3.3     The Affiliate will be granted access to an Affiliate control panel on Lexxic’s Website during the Term, from which the Affiliate will be able to:

(a)      alter the Affiliate’s account details and preferences;

(b)      access analytics information relating to the Affiliate’s performance; and

(c)      download code to use as Links.

4.       Affiliate obligations

4.1     The Affiliate will provide Lexxic with:

(a)      such co-operation as is required by Lexxic (acting reasonably) in connection with the Affiliate Programme; and

(b)      all information and documents required by Lexxic (acting reasonably) in connection with the Affiliate Programme.

4.2     The Affiliate must:

(a)      keep the Affiliate Website up-to-date and in good working order;

(b)      ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;

(c)      ensure all marketing of or relating to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally; and

(d)      ensure that all Links are in such form and on such pages of the Affiliate Website as may be specified or agreed by Lexxic from time to time.

4.3     The Affiliate must not:

(a)      include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

(b)      market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;

(c)      increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method;

(d)      make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of Lexxic – other than to lawfully disclose to their audience or website visitors that links or banners are affiliate;

(e)      include any reference to Lexxic or Lexxic’s Website on the Affiliate Website (excluding Links) without Lexxic’s prior written consent.

4.4     The Affiliate will not take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the  reputation and goodwill of Lexxic and/or Lexxic’s Website.

5.       Intellectual Property Rights

5.1     Lexxic grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce the Links electronically and to publish the Links on the Affiliate Website.

5.2     Lexxic does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.

6.       Commission

6.1     Subject to clause 6.2, in respect of each Verified Payment Trigger Lexxic will pay Commission to the Affiliate, subject always to the other terms of the Agreement.

6.2     Lexxic may at any time vary the percentage of the Commission or any other part of the basis on which Commission is calculated or paid but without prejudice to any entitlements of the Affiliate that have accrued prior to such variation.

6.3     Lexxic will account to the Affiliate for all Commission due in respect of a calendar month 30 days after the end of the month in which the relevant Verified Payment Trigger occurred, unless the amount due is less than £50, in which case the Commission may be held over to the next month.

6.4     In relation to tax (including, without limitation, VAT or any equivalent sales tax):

(a)      all Commission amounts stated in or in relation to the Agreement or on Lexxic’s Website are stated inclusive of tax (including, without limitation, VAT or any equivalent sales tax) which is or may be applicable in connection with Commission paid or payable under the Agreement in any jurisdiction; and

(b)      the Affiliate is solely responsible for the payment of any tax (including, without limitation, VAT or any equivalent sales tax) which is or may be applicable in connection with Commission paid or payable under the Agreement in any jurisdiction.

6.5     If Lexxic is required by law to deduct withholding tax or any other taxes or duties from any Commission payment, then Lexxic may deduct such amounts from the Commission payment before paying them to the Affiliate.

6.6     Payment of Commission to the Affiliate will be made by PayPal (using such payment details as are provided by the Affiliate in the Affiliate Admin area on courses.WinWithDyslexia.com).

6.7     If Lexxic does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge Lexxic simple interest on the overdue amount at the rate of 4% per year above the UK base rate of HSBC Bank Plc from time to time.

6.8     No Commission will be due in respect of:

(a)      any visits to or actions upon Lexxic’s Website made by or on behalf of:

(i)       the Affiliate;

(ii)      any parent undertaking or subsidiary of the Affiliate;

(iii)     any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;

(iv)     any natural person related to any of the above;

(b)      any amount received by Lexxic by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; or

(c)      any purchases on Lexxic’s Website which are subsequently cancelled, refunded, reversed, or charged-back,

and Lexxic will be entitled to require (both before and after termination) repayment of Commission made as a result of such visits, actions and purchases.

6.9     Both before and after termination, Lexxic will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to Lexxic whether under the Agreement or otherwise, and against any loss or damage suffered by Lexxic whether in relation to the Agreement or otherwise arising out of the Affiliate’s acts or omissions.

7.       Warranties

7.1     Each party warrants to the other party:

(a)      that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b)      that it will perform its obligations under the Agreement with reasonable care and skill.

7.2     Subject to Clause 2.5, all of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement.  To the maximum extent permitted by applicable law and subject to Clause 2.5 and Clause 9.1, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

8.       Indemnity

The Affiliate will indemnify and keep indemnified Lexxic, and Lexxic’s officers, employees, representatives, agents and subcontractors, against all damages, liabilities, losses, costs and expenses (including legal expenses) arising out of or as a result of any breach by the Affiliate of any term of the Agreement.

9.       Limitations and exclusions of liability

9.1     Nothing in the Agreement will:

(a)      limit or exclude the liability for death or personal injury resulting from negligence;

(b)      limit or exclude the liability for fraud or fraudulent misrepresentation

(c)      limit or exclude liability in any way that is not permitted under applicable law.

9.2     The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:

(a)      are subject to Clause 9.1; and

(b)      govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

9.3     Lexxic will be not liable to the Affiliate in respect of any:

  1. loss of profits, income, revenue, use, production or anticipated savings;

 

  1. loss of business, contracts or commercial opportunities;
  1. loss of or damage to goodwill or reputation;

 

  1. loss or corruption of any data, database or software;
  1. special, indirect or consequential loss or damage;

 

  1. loss arising in connection with a Force Majeure Event; or
  1. loss arising as a result of insolvency or breach of contract by Teachable.

 

9.4     Lexxic’s aggregate liability to the Affiliate under the Agreement will not exceed the greater of:

(a)      £2,500; and

(b)      the total amount paid and payable by Lexxic to the Affiliate under the Agreement.

10.     Force Majeure Events

10.1    Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.

10.2    A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will promptly notify the other.

10.3    The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

11.     Termination

11.1    Either party may terminate the Agreement immediately at any time by giving written notice to the other party.

11.2    Lexxic may terminate the Agreement immediately by cancelling the Affiliate’s account on Lexxic’s Website or by giving written notice to the Affiliate if the Affiliate:

  1. commits any material breach of any term of the Agreement;
  1. commits any material breach of any of Teachable’s Terms (except any of Teachable’s Terms which conflict with the Agreement);
  1. becomes insolvent or bankrupt or enters into any insolvency or bankruptcy process or procedure; or
  1. (where the Affiliate is an individual) the Affiliate dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.

12.     Effects of termination

12.1    Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 6.8, 6.9, 8, 9, 12 and 13.3 to 13.10 (inclusive).

12.2    If the Agreement is terminated by Lexxic under Clause 11.2 or in the circumstances described in Clause 11.2, Lexxic will not have any obligation to make any further payment of Commission to the Affiliate.

12.3    Subject to Clause 12.2:

(a)      Lexxic will pay to the Affiliate all Commission arising from Verified Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

(b)      termination of the Agreement will not affect either party’s accrued rights as at the date of termination.

13.     General

13.1    Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent email, for the attention of the relevant person, and to the relevant postal address or email address specified on the Registration Form (in the case of the Affiliate) or Lexxic’s Website (in the case of Lexxic) (or as notified by one party to the other in accordance with this Clause).

13.2    A notice will be deemed to have been received at the relevant time set out below:

(a)      where the notice is delivered personally, at the time of delivery;

(b)      where the notice is sent by recorded signed-for post, 48 hours after posting; and

(c)      where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

13.3    No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

13.4    If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.  If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

13.5    Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.  The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the parties.

13.6    The Agreement may be varied by Lexxic posting a new version of the Agreement on Lexxic’s Website or by notifying the Affiliate in writing that the Agreement has been varied.  The Affiliate’s continued participation in the Affiliate Programme after receipt of such a notice will constitute the Affiliate’s acceptance of the varied Agreement.

13.7    The Affiliate hereby agrees that Lexxic may freely assign any or all of its rights and/or obligations under the Agreement to any successor to all or substantial part of the business of Lexxic from time to time.  The Affiliate may not without the prior written consent of Lexxic assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.

13.8    Save as provided for in Clause 8, the Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party.  The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

13.9    Subject to Clause 2.5, the Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement.  Subject to Clause 2.5, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

13.10  The Agreement will be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

Pin It on Pinterest

Share This