Affiliate Partner Program Terms and Conditions

Under the Rowan Trees Ltd, Affiliate Partner Program Terms and Conditions.

Definitions

In this Partner Agreement, Under the Rowan Trees Ltd and you are each referred to as “Party” and jointly as the “Parties”. Moreover, the following definitions apply.

Under the Rowan Trees Ltd’s website means undertherowantrees.co.uk.

Advertiser’s Website means the website or equivalent for which the Partner grants space on the Partner channel in the form of a Link, or equivalent, and is connected to a Partner registered with Under the Rowan Trees Ltd. This includes the Partner’s social media channels.

Approved transaction means a transaction that has been approved by Under the Rowan Trees Ltd (either automatically or manually) and is ready to be paid to the Partner. 

Clicks are clicks by a Visitor on a link, or equivalent, on a Partner’s website that cause the Advertiser’s website to be displayed.

Commission is the commission, excluding VAT, for Approved transactions that the Under the Rowan Trees Ltd is to pay the Partner for the Traffic that the Partner has generated.

Invalid Clicks, Leads and Transactions originate from such acts as artificial traffic, automatic openings, spiders, robots, requests in e-mail messages or chat rooms, script generators, posting links on websites other than those specified, Clicks that are not generated by a browser, and Clicks that are not preceded by a definite act by a Visitor who wishes to reach a desired and specified website, etc.  

Link means a hyperlink posted by a Partner that redirects Visitors to Under the Rowan Trees Ltd’s website. The Link may be designed as a text, button, banner or any other acceptable format.

Partner is a person or entity wishing to become an affiliate, for which the Partner registers on Under the Rowan Trees Ltd’s website

Partner Program is Under the Rowan Trees Ltd affiliate commission program that a Partner can join.

Partner channel means the website, or equivalent including social media channels, on which the Partner grants space in the form of a link or advertisement.

Traffic is a collective term for valid Clicks, Leads and Transactions.

Transaction means the completed purchase of a product, service or anything else provided Under the Rowan Trees Ltd’s website by a Visitor who is redirected via a Partner’s website.

Visitor is a person who clicks on a link, or equivalent, posted on a Partner’s website and is thereby redirected to the Under the Trees Ltd’s website.

The Service

The service enables Partners to receive compensation for providing space on their websites or other internet marketing channels for one or several links, or similar functions, to the Under the Rowan Trees Ltd website.

Under the Rowan Trees’ Obligations

Within the framework of the Service, Under the Rowan Trees Ltd undertakes to monitor and register Traffic that is directed via the Partner’s website to the Under the Rowan Trees Ltd website to the extent possible. The Partner is aware of and accepts that Under the Rowan Trees Ltd may not be able to monitor and register Traffic that is directed via the Partner’s website to the Advertiser’s website due to web browser settings or add-ons and that the Partner is not entitled to any compensation if Under the Rowan Trees Ltd is unable to monitor and register such Traffic.

Partner’s Obligations

By accepting this Partner Agreement, Partners who are physical persons verify that they are over the age of 18.

The Partner is responsible for ensuring that the registration information and passwords are and remain confidential. The Partner is responsible for all forms of use within the framework of its registration. The Partner must immediately inform Under the Rowan Trees Ltd of any unauthorised use of the Partner’s account or details. When submitting the details to Under the Rowan Trees Ltd, the Partner guarantees that the details are complete and correct and that the details correspond with the factual situation. The Partner is obligated to immediately report any updates concerning the details submitted to Under the Rowan Trees Ltd. 

The Partners bear responsibility for the Partner’s website and for ensuring that the content on this channel always complies with the applicable EU and UK legislation and provisions. This includes following the guidelines of the ASA (Advertising Standards Authority) to declare that the Partner will receive a commission if people follow the Partner’s links or use the Partner’s codes. A disclaimer must be clearly visible on the Partner Website. The Partner undertakes to follow any laws or regulations applicable to the advertising and marketing of an Advertiser. Furthermore, the Partner undertakes not to use the Service if the content on the Partner’s website is in any way demeaning, threatening, of a pornographic nature or otherwise offensive. 

The Partner guarantees that the rights to all content on the Partner’s channel (“Content”) are held by the Partner or that express consent has been given by the party that owns the right to the Content.

The Partner may not in any way generate or aid in the generation of Invalid clicks, leads and transactions for the Advertiser’s website.

The Partner is obligated to immediately inform Under the Rowan Trees Ltd of any knowledge or suspicions of abuse of the Service.

A Partner acting as a sub-network partnering with third party websites to generate Traffic shall disclose all traffic sources and sub-network partners if requested by Under the Rowan Trees Ltd to do so.

Partner’s Commission

Under the Rowan Trees Ltd’s website lists the prevailing terms and conditions at any given time for Partner’s Commission. The Partner accepts that a Partner program, including but not limited to the terms and conditions of the Partner’s Commission, can be amended or terminated with immediate effect at any given time. A Partner can access their Affiliate Dashboard by logging in to the Partner’s account on undertherowantrees.co.uk and clicking on the Affiliate tab.

Accrued Commission to the Partner is paid on a monthly basis provided that the Partner has generated Traffic. Payment shall be made via PayPal.

No compensation is paid to the Partner for Invalid Clicks, Leads and Transactions that is generated to Advertisers’ websites. The Partner is obligated to reimburse compensation that was received by the Partner to the extent that it was based on Invalid Clicks, Leads and Transactions.

All payments will be made to the PayPal account details provided by the Partner. It is the Partner’s responsibility to keep account details up to date. If the Partner’s circumstances change, the Partner is obligated to report this immediately to Under the Rowan Trees Ltd.

Partners who are companies and physical persons taxable are responsible for the payment of all tax and national insurance contributions on any payments received from Under the Rowan Trees Ltd, including compensation received in the form of goods and services.

Commission payments shall be exclusive of VAT which will be added at the appropriate rate. VAT shall be paid by the Party liable to pay VAT. If payments under this Partner Agreement are subject to withholding tax, Under the Rowan Trees Ltd is entitled to deduct the appropriate amount from payments to the Partner. The Partner will repay immediately upon request any payments made in error.

Inactive Partner Accounts 

An account is deemed to be inactive if, during such period, (i) no Transactions have been registered on the account or (ii) the Partner has not logged into the account.

If the Partner account remains inactive for a continuous period of six months, the account shall be deemed to be dormant. If the balance on the account is zero, the account will be closed. However, if the account has a positive balance, Under the Rowan Trees Ltd shall take reasonable steps to notify the Partner using the e-mail address provided by the Partner in the Partner account. 

General Rules for E-mail Marketing

Under the Rowan Trees Ltd allow e-mail marketing under the terms of this Partner program. 

All recipients of the Partner’s e-mail marketing must have actively approved to receive e-mail with offers from the Partner through a so-called opt-in process, meaning that the recipient approves the terms of the collection of the information and subsequent e-mail marketing activities. 

All e-mail addresses used for e-mail marketing with Under the Rowan Trees Ltd must be collected in compliance with applicable legislation such as the Regulation (EU) 2016/679 (“GDPR”). E-mail addresses collected through an opt-in process which is not GDPR compliant may not be used for e-mail marketing. Further, the recipient must be able to cancel the e-mail subscription, a so-called opt-out.

All e-mail messages that market Under the Rowan Trees Ltd’s Advertisers must be in a stand-alone format, and not be combined with other advertisers.

Each e-mail must contain information regarding the sender of the e-mail and information regarding why the recipient has received the e-mail. For example, “This e-mail is sent by Corporation X. You have received this e-mail because you have agreed to receive e-mail from us.”

Under the Rowan Trees Ltd reserves the right to immediately end the cooperation with any Partner who violates the terms of this Partner Agreement, GDPR or the Marketing Act.

Intellectual property rights

Under the Rowan Trees Ltd owns all copyrights and rights to use the Service, and all software associated with the Service. The Partner does not, through this Partner Agreement, acquire any copyright or license associated with the Service, or software necessary for the Service. Partner is only entitled to use the Service under the terms of the Partner Agreement. 

Under the Rowan Trees Ltd, or a third party that has specifically reserved this right, retains the right of ownership to the material on Under the Rowan Trees Ltd’s website which are protected by copyright, trademarks or other intellectual property right, whether registered or unregistered. The publication, reproduction, transfer or storage of all or part of the content on Under the Rowan Trees Ltd’s website without the express consent of the owner of the right is forbidden, with the exception of storage on a computer or printed version for personal use. The contents of Under the Rowan Trees Ltd’s website may be cited insofar as it is permitted under the applicable copyright legislation. When used for this purpose, the source must clearly be stated.  

The Partner guarantees that no content on the Partner’s website infringes any third-party rights, including but not limited to intellectual property rights.

Confidential Information

Each Party undertakes not to disclose to third parties any confidential information which has been received or which comes to the knowledge of the Party in the execution of this Partner Agreement.

For the purposes of this Partner Agreement, confidential information means any information of a confidential nature, whether technical, commercial or otherwise. 

Confidentiality shall not apply to the extent information:

i) upon disclosure, already was publicly available or thereafter has become publicly available, by means other than a breach of the recipient Party’s confidentiality obligations, or 

ii) already was known to the recipient Party as a result of its activities outside this Partner Agreement, or

iii) was legally obtained from a third party without any obligation of confidence as to the use of the information.

Upon discovery of any unauthorised disclosure of confidential information, the receiving Party shall immediately notify the disclosing Party and use its best efforts to prevent any further disclosure or unauthorized use thereof. A Party is responsible for any breach of this Partner Agreement by its officers, directors, employees, contractors or agents.

This mutual confidentiality undertaking shall be binding to the Parties also following the termination or completion of this Partner Agreement.

Processing of Personal Data

To the extent that information can be directly or indirectly attributed to a natural person processed within the framework of or otherwise in connection with this Partner Agreement, the Parties agree to comply with applicable data protection laws and regulations, including GDPR. 

Under the Rowan Trees Ltd and the Partner are both independent controllers and are solely responsible for their own data processing. 

Miscellaneous

This Partner Agreement does not entail the existence of any form of employment agreement between Under the Rowan Trees Ltd and the Partner. The Partner is not entitled to any compensation other than the Commission paid at any given time within the framework of the Partner program.

Under the Rowan Trees Ltd and the Partner agree that this Partner Agreement will at all times supersede any click and accept terms presented to or accepted by Partner in the Under the Rowan Trees Ltd interface. 

No amendments to this Partner Agreement will be effective unless agreed upon in writing and signed by authorised representatives of both Parties.

If any stipulation in this Partner Agreement or element thereof were to be invalid, this does not mean that the Partner Agreement is invalid in its entirety, but rather that a reasonable adjustment must be made insofar as the invalid element has a significant impact on the Party’s benefit from or performance under the Partner Agreement.

Neither Party may, whether in full or in part, transfer or assign its rights or obligations under the Partner Agreement without the other Party’s prior written consent (e-mail sufficient). 

Duration and Termination

This Partner Agreement enters into force as of the date on which you have been approved as a Partner and shall cease if terminated or nullified in writing (via e-mail). Under the Rowan Trees Ltd and the Partner are entitled to terminate this Partner Agreement with immediate effect at any given time, whereupon the Partner must cease using the Service. In the event of termination of this Partner Agreement, any accrued compensation must be paid to the Partner.

Under the Rowan Trees Ltd is entitled to nullify this Partner Agreement and block the Partner from using the Service in the event that the Partner breaches this Partner Agreement, or in the event that Under the Rowan Trees Ltd deems the content on the Partner’s website or the behaviour of the Partner to be inappropriate. In case of nullification, the Partner Agreement immediately terminates and becomes null and void and no compensation is paid to the Partner.

Limitation of Liability

The Partner shall hold Under the Rowan Trees Ltd harmless from third-party claims that may be directed toward Under the Rowan Trees due to the content on the Partner’s website, including claims that content on the Partner’s website infringes on the rights of others. Furthermore, the Partner shall hold Under the Rowan Trees harmless from any other third-party claims that may be directed towards Under the Rowan Trees Ltd due to the Partner’s breach of the Partner Agreement, unauthorised use of or influence on the Service, technical problems or loss of data caused by the Partner, and due to the details submitted to Under the Rowan Trees Ltd by the Partner being incorrect. Under the Rowan Trees Ltd agrees to (i) notify the Partner promptly in writing of each claim for which it wants to rely on an indemnification provided by the Partner under this Partner Agreement, (ii) allow the Partner sole control of the defence of such claim, related settlement negotiations and settlement of the claim, (iii) cooperate and, at the Partner’s request and reasonable expense, assist in a timely manner in such defence. 

Neither Under the Rowan Trees Ltd or Partner is under any circumstances liable for any indirect or consequential damage, costs, losses or claims, including loss of sales, profits, business, contracts, revenues or anticipated savings, that may arise under or in connection with this Partner Agreement. Each Party’s liability to pay any compensation or similar under this Partner Agreement shall be limited to an amount corresponding to the remuneration paid by Under the Rowan Trees Ltd to the Partner in the twelve (12) months immediately preceding any claim. 

Should the Parties be prevented from fulfilling their obligations under this Partner Agreement due to circumstances which the parties have no control over – e.g. lightning, fire, sabotage, earthquake, tornado, flood, explosion, embargo, changed legal provisions or regulations provided by authorities, war, strike, lockout, boycott, blockade or any other similar circumstance – the Parties shall be released from its liabilities until the circumstances giving rise to the Parties’ inability to fulfil their respective obligations no longer exist. The reservation in respect of strikes, lockouts, boycotts and blockades applies even if Under the Rowan Trees Ltd or the Partner (as applicable) takes such measures or is subject to such measures. 

Governing Law and Jurisdiction

This Partner Agreement shall be governed by and construed in accordance with the laws of the UK.