TERMS AND CONDITIONS
The following terms and conditions ("Agreement") is a legal agreement between Smarter Money Ltd (Company) and Publisher. Company and Publisher may be individually referred to herein as a "Party" and collectively as "Parties." The Company maintains the right to change these terms and to review the terms of offers at any time and it is the Publisher’s responsibility to keep itself informed of any changes to these terms and any Offer Terms. The Publisher's continued use after any changes means it has deemed to accept such changes. The Publisher must accept these terms in order to register and to participate in the Offers. Once registered the Publisher may have to apply and be accepted in order to participate in the individual Offers.
These terms and conditions together with any additional information detailed within the Offer terms cover the advertising terms and conditions for payment.
Information on all Offers is provided within the Publisher login. In order to view this information you must register with us as a Publisher. The details provided for each Offer include tracking links, banner and email creative, commission values as well as any additional terms and conditions relating to the offer. In applying or signing up for an offer you are deemed to have accepted the terms of that Offer. These terms will be in combination with the generic terms which are detailed in these terms which you will also accept. Details of an offer may be reviewed at any time. We will notify you of any changes and if you continue to promote the offer you will have deemed to have accepted the changes. Some offers will require you to apply to be accepted and you may not participate in the offer until you have been accepted. The Publisher has no right to change the creative within any Offer without the Company’s written approval. This includes, but is not limited to, graphics, text and any related items. Any creative changes without the Company’s prior written approval will result in the non payment of leads.
3. Lead Definition
Leads must be completed in the forms displayed on the websites as detailed in the respective Offer. The Publisher will be provided with a unique tracking link which must be used to track leads. Lead forms must be completed by the individual user searching for the product or service. Leads must be unique and a lead will not be unique if the data within it relates to the same user and that data has been delivered by the Publisher or any other source within a period of 90 days. We pay on unique valid leads only and the definition of which leads are invalid will be contained in the offer terms located within the affiliate login. Invalid leads types will include but be limited to invalid or hoax data; fraudulent data; invalid contact details; invalid criteria such as user age or product type; any lead delivered via prohibited traffic or prohibited activities.
4. Prohibited Traffic
The publisher agrees not to place adverts or to deliver traffic from inappropriate content sources. Inappropriate sources will include (but be limited to) the following types: pornographic or displaying sexually explicit content; tobacco and tobacco products; illegal drugs and drug paraphernalia; counterfeit goods; Spyware, malware, viruses, illegal hacking, or other materials that are intended to damage or render inoperable software or hardware; any source which is abusive or promotes hatred, violence, or any form of discrimination; reward sites; cash back sites; freebie sites; competition sites; survey sites; coupon or reward sites; religious sites; incentive sites; gambling sites; sites promoting illegal activities; weapons and associated sources; sites that are under construction. The Company has the right to immediately terminate the agreement if adverts are placed or traffic is delivered from these or other inappropriate sources. The publisher will not pay for leads delivered from inappropriate sources. The offer terms may list additional non allowed sources or traffic types. It is the obligation of the Publisher to prove to the Company that they are not using prohibited traffic sources or types. The Company may require proof of the Publisher's ID and/or website ownership prior to the approval of any campaigns or at any point whilst the Publisher is delivering traffic.
5. Prohibited Activities
The Company may terminate this agreement with immediate effect and withhold all payments if the Publisher uses any of the prohibited activities listed in this point. It is the obligation of the Publisher to prove to the Company that they are not using prohibited activities. Prohibited activities include:
Adverts may not be placed in any location that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right. This includes miss spellings of such brand names
No form of incentive may be offered to click on adverts or complete customer enquiry forms
Delivering traffic via any form of downloadable application
Automatic redirects or auto browser spawning
Any form of email or text message activity to customers who have not explicitly agreed to receive such messages or texts. The Publisher must not send emails or messages to any customer who has requested to be removed or excluded from future mailings or messages.
Use of call centres or chat help or telephone calls to encourage customers to complete forms
Blind or misleading links
Using any adverts or advertising links which have not been approved by the Company
Fraudulent pre-population of forms
Use of adware, pop-up/pop-under technologies, plug-ins, and other names as applicable
The Publisher is prohibited from generating any form of artificial traffic resulting in clicks, leads, transactions or sales. Such traffic may originate from but not be limited to spiders, robots, adware, spyware, non approved links, automated openings, clicks from non consenting customers.
Any other form of fraudulent activity not detailed in the above points
The Publisher agrees to indemnify, defend and hold harmless the Company, its parents, affiliates and/or subsidiaries, its advertisers and each of their respective officers, directors, partners, members, managers, employees, agents and lawyers, from and against any and all claims, complaints, demands, actions, liabilities, expenses, investigations, inquiries, suits, settlements or other proceedings, whether brought by a third party, government agency and including, but not limited to, all damages, losses, injuries liabilities, judgments, costs and expenses arising there from (including costs of settlement, cost of indemnifying third parties, court costs and reasonable lawyer’s fees) arising from or related to: a) any failure to comply, or any allegation that either Publisher or any of Publisher’s Sub-Affiliates failed to comply, with any part of these terms or b) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher’s Media or c) relating to any virus, contaminated files or similar resulting from the Publisher’s media. This obligation shall survive any termination of this Agreement
Payment will be based on the Company’s final stats as shown in the Company’s reporting system. The Company will notify the Publisher of the final valid lead numbers and the amount to be invoiced, normally by the 20th of each month, for the preceding month’s activity. Once the final lead numbers and invoice amount have been confirmed by the Company, the Publisher must provide the Company with an invoice with valid leads billed at the rate agreed with the Publisher in the Offer terms. The company may ask for picture ID and/or proof of website ownership to confirm the Publisher's identity prior to the payment of any invoice. Valid invoices will be payable within 15 days of receipt. The terms for minimum payment will be detailed in the Publisher’s portal. The rate payable per valid lead is inclusive of all taxes. Each Party agrees to be responsible and liable for payment of their own taxes and each party agrees to indemnify the other for any lack of compliance with their respective tax obligations. If the Company is acting as a go between and selling the data to a 3rd party organisation, the Company will not pay the Publisher in the event that the Company is not paid by the 3rd party.
7. Data Ownership
All data submitted by customers in relation to any of the Offers is owned exclusively by the Company and its clients. The Company and its clients have the exclusive rights to use all the personal customer data which has been derived from the campaign.
8. Limits of Liability
In no event shall the company be liable for:
8.1 Any loss of revenue, profit or goodwill or any special, indirect, incidental or consequential damages (including, without limitation, for breach of contract, warranty, negligence or strict liability),
8.2 For interrupted communications, loss of use, lost business, lost data or lost profits, arising out of or in connection with this agreement.
8.3 Any error in the implementation of inserting links on the publisher’s website, or for the specified function of the links
8.4 Any problems in the service, disruption in the accessibility to the service or any loss of data
8.4 Under no circumstances shall the company be liable to the publisher or any third parties for an amount greater than the amounts paid by the company to publisher during the month immediately preceding the event
The Publisher agrees to indemnify and keep indemnified the Company, defend and hold harmless it and its employees, agents, officers and directors, against any and all claims, causes of actions, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable legal fees and costs), arising out of or relating to
9.1 Any claim based upon infringement of copyright, trademark, patent, or trade secret or other intellectual property right of any third party
9.2 Any claim, representation, or statement made in the Advertisement
9.3 Any breach of any representation or warranty contained in this Agreement
9.4 The publisher’s improper, negligent or unauthorised use of the Company’s service
9.5 The contents of any website or adverts run by the Publisher or any information provided by the Publisher to the Company
9.6 Any technical problems or loss of data on the Publisher websites, the Company’s websites or any Advertiser’s websites
9.7 The Publisher is solely responsible for its own website, content and advertising campaigns which it runs directly or indirectly and must ensure that they conform at all times to all applicable laws and regulations. If based outside of the UK the Publisher must ensure its website, content and advertising campaigns are compliant with all applicable UK and European laws and regulations.
The Publisher may not assign, sub contract or otherwise transfer its rights and obligations under this Agreement in full or in part except with the prior written consent of the Company; Any prohibited assignment shall be null and void. The Publisher agrees that the Company may assign its rights and obligations under these conditions and may transfer information about the Publisher’s website and contact details to any third party.
If any term, provision, or condition of this Agreement is held by a court or administrative body, of competent jurisdiction, to be invalid, illegal or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
12. Force Majeure
Neither party shall be liable for any delay or failure in performing any of its duties or obligations (in whole or in part) where such delay or failure is beyond the reasonable control of that party including without limitation national emergency, war, riots, terrorism, fire, flood, hurricane, earthquake, strike, energy failure, prohibitive Governmental legislation, breakdown or failure of telecommunications or equipment external to the Services, act of God, or otherwise
13. No Partnership or Joint Venture
Each Party is an independent contractor and nothing herein contained shall constitute a partnership, joint venture, agency, employment relationship between the Company and the Publisher. The Publisher shall not have authority to make or accept any offers, to obligate, incur costs or make representations on the Company’s behalf.
14. Law and Jurisdiction
This Agreement is governed by the law of Northern Ireland, and is subject to the exclusive jurisdiction of the courts of Northern Ireland. The Company shall not be responsible for the legality of its services out with the United Kingdom and it is the Publisher’s responsibility for ensuring the use of the services are legal outside the United Kingdom.
Terms updated January 2018