(1) These Terms & Conditions apply to participants in the Tutorhub Affiliate Programme (the "Programme").
(2) In these Terms & Conditions, "Company", "we", "us", and "our" means Tutorhub Ltd a company registered in England under number 06384211 whose registered office is at Regus House, 1 Friary, Temple Quay, Bristol BS1 6EA.
means the term of the Agreement, as defined in Clause 17 of these Terms & Conditions, during which you shall participate in the Programme under the terms and conditions set out in the Agreement.
2.2 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions.
2.3.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
4.1 In your affiliate portal will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and a graphic file to which the HTML code should be applied.
4.2 The HTML code as it appears in your affiliate portal must be copied exactly and not altered in any way. Failure to comply with this condition may result in your receiving no credit for sales that are generated through your website.
4.4 All graphic files that we may provide for use as links may be displayed in your website as you deem appropriate. We reserve the right to request the alteration or removal of a link from your website.
5.1 Each Party shall be exclusively responsible for maintaining and updating its own website. Subject to the provisions of this Clause 5 and Clause 14 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
5.3 Neither Party shall be under any obligation to pre-screen any content added to their website by third parties; however in the event that either Party receives from the other a written notification of any content that falls within that described in Sub-clause 5.2 of this Agreement, such content must be removed within five Business Days of receipt of such notice.
6.1 As an affiliate, you are free to display pricing and other information relating to our Pay As You Go and Subscription online tutoring Service Packages. It is your responsibility to keep such information up-to-date through your own efforts; we will not provide pricing information updates to you.
We provide Pay As You Go and Subscription online tutoring services through our website in packaged form, each package setting out combinations and levels of service, available at different prices. Descriptions of such packages are available on our website [and in Schedule 2 to the Agreement].
8.1 Terms & conditions relating to the referral of customers to us via links on your website can be found on our website at tutorhub.com.
8.2 We reserve the right to alter such terms & conditions at any time and will provide five Business Days' written notice to you of any such alteration.
9.1 We undertake to use our best and reasonable endeavours to process and fulfil all orders for Service Packages placed by referred customers generated by affiliates.
9.2 We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 8 of these Terms & Conditions.
9.3 It shall be our full responsibility to ensure that orders are completed. We shall be responsible for student and tutor online messaging, lesson booking, payment processing, the online classroom, cancellations and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.
10.2 Reports of all sales generated through the links on your website will be available in your affiliate portal. We reserve the right to alter the form and content of such reports without notice.
11.1 You will be paid commission at the rates set out in Sub-clause 11.2 on the net profits of sales generated through your website.
11.2.1 Notwithstanding Sub-clause 11.2.3 all sales that result from Direct Referrals will attract a commission of 25% of our net profit, unless negotiated otherwise.
11.2.2 Net profit is calculated as income from lessons completed (Pay As You Go) or subscriptions received (Subscription) less directly attributable costs: tutor payments, hosting, payment processing, hosted software services and Value Added Tax.
11.3 In the event that a customer cannot be tracked, no commission will be paid.
11.4 Commission shall be calculated only once we have received payment in full from the customer and lesson completed. Only once this has happened will sales be logged in your affiliate portal.
11.5 Commission shall be paid to you on the first working day of the following month after the order has been completed. Commission shall be paid to you when your total commission earnings reach £50.
11.6 In the event of any refunds issued for any reasons including, but not limited to fraud and where such refunds are not incurred through any fault of ours, you may be contacted to arrange for the repayment of any related commission.
11.7 Any and all commission paid to you shall be based on sales revenue less any tax due; however you may still be liable to pay tax on your commission. By accepting these Terms & Conditions you hereby acknowledge that you are solely responsible for the payment of tax on any income you may generate through your involvement in the Programme.
11.8 We reserve the right to modify our Commission Rates at any time. You will be given ten Business Days' prior written notice (the "Notice Period") of any such change. You will be given the option to opt out of the Programme within the Notice Period and will, on the exercise of that option, be paid any Commission due to you [notwithstanding the total commission earnings requirement set out in Sub-clause 11.6 above].
12.1 Upon your entry into the Programme, we shall grant to you a non-exclusive, non-transferrable, royalty free licence to use our trade mark.
12.2 You may use our Trade Mark only to the extent required to establish links and perform your obligations as an Affiliate under these Terms & Conditions.
12.3 In the event that you wish to use our Trade Marks for any purposes outside of these Terms & Conditions you must not do so without prior written consent, such consent not to be unreasonably withheld.
12.4.3 you shall not contest the validity of our trade marks.
13.1 Unless otherwise expressly indicated we are the sole and exclusive owners of all Intellectual Property Rights ("IPRs") in our website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the site. We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
13.2 We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.
14.1.5 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.
14.2.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.
15.1 We make no warranty or representation that our website, the Programme, or Service Packages sold through the Programme will meet your requirements or those of your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
15.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Programme.
15.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.
16.1 We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.
16.2 Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms & Conditions or the Agreement shall be limited to £1,000.
16.3 Notwithstanding any other provision in these Terms & Conditions, our liability to you for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.
17.1 These Terms & Conditions and The Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of thirty days from that date (the "Initial Term"). Following the Initial Term, your enrolment in the Programme shall be renewed automatically for successive periods of one month (each a "Renewal Term") unless and until terminated in accordance with this Clause 17.
17.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
17.3 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least five Business Days before the end of the Current Term.
17.4 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.
17.5 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
17.6 In the event that we terminate the Agreement in accordance with Sub-clause 17.2.1, any Commission owed to you at that time shall be forfeited.
18.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
18.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.
Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party's Registered Email Address with a hard copy of the same to be sent by first class post to the addresses detailed at the head of these Terms & Conditions or as provided by you during your registration for the Programme five Business Days of the email.
22.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Programme or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.
22.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.
24.1 These Terms & Conditions and the Agreement shall be governed by the laws of England and Wales.