Eden.co.uk Partner Programme

Terms and Conditions - Version 1.0

1          INTRODUCTION

 Eden Interactive Ltd ("we" or "us") wishes to appoint you ("you" or "the Partner") as an Partner of www.eden.co.uk to enable you to promote the www.eden.co.uk Website ("our Website" or "the Website”) through your Website ("your Website") in exchange for the referral fee referred to in Clause 6, on the terms and conditions of this Agreement.

2          REGISTRATION

2.1       In order to become an Partner you must complete the Partner Application on our Website. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right, at our sole discretion, to reject any application to become an Partner, and in particular we may reject your application if we determine that your Website is unsuitable for our Partner Programme.

2.2       If we accept your application and your Website is thereafter determined, at our sole discretion, to be unsuitable, we may terminate this Agreement immediately.

3          LINKS

3.1       To become an Partner you must include one or more of the www.eden.co.uk Links ("the Links") on your Website. These can be found at http://Partners.eden.co.uk/ . Any of the Links will allow your end-users to navigate directly to the www.eden.co.uk Website.

3.2       You agree that we must control the appearance of the Links and the way in which the Links operate. As such you must ensure that:

3.2.1   you only display the latest available Links in the format that they are made available to you and you must not alter or amend the Links in any way unless agreed in advance with us;

3.2.2   you only use the Links to link to www.eden.co.uk.

3.3       We may change the appearance of the Links and the manner in which you link to www.eden.co.uk at any time. It is therefore recommended that you visit our Website on a regular basis for up-to-date information relating to the Links.

4          LICENCE

Eden Interactive Ltd. grants you a non-exclusive, worldwide, royalty-free licence for the term of this Agreement and solely for the purposes of facilitating referrals from your Website to our Website, to establish and maintain the Links referred to above. We have the right to terminate this licence at any time and to request you to remove the Links immediately if we consider that the Links are not being used in accordance with these Terms and Conditions.

5          ORDERS

We will process orders for products/services placed by customers who follow the Links from your Website to the www.eden.co.uk Website and be responsible for all aspects of the order process. We will track sales made to customers who purchase products/services using the Links from your Website to our Website and will make sales reports available to you. You must ensure that the Links from your Website to our Website are properly formatted to allow accurate tracking and reporting and accrual of referral fees. We will not be liable for paying referral fees on sales that are not correctly tracked and reported because the Links are not properly formatted.

6          REFERRAL FEE

6.1       For a sale to generate a referral fee, the customer must follow the Links from your Website to the www.eden.co.uk Website, purchase the product/service on the www.eden.co.uk Website, accept delivery of the product/service and remit full payment to Eden Interactive Ltd. We will not pay referral fees on any products/services that are added to a customer's shopping basket or are purchased after the customer has re-entered our Website (other than through the Links from your Website), even if the customer previously followed the Links from your Website to our Website.

6.2       You will earn referral fees on revenues referred to in Clause 6.1, less costs for dispatching, handling, taxes (including VAT if any), service charges, returns and credit card processing fees, according to the commission rates fixed by us. The current commission rates are 5% for books, music and gifts; 2.5% for software; 20% for advertising.

6.3       The Partner Programme is intended for commercial use only and you may not purchase products/services through the Partner Programme for your own use or that of your friends or relatives or for resale or commercial use of any kind. In addition you must not directly or indirectly offer any person any consideration or incentive, including, without limitation, payment of money or awarding of any benefits, for using the Links on your Website to access our Website. In addition to any other rights we may have, such actions may result, at our sole discretion, in the withholding of referral fees and/or the termination of this Agreement.

7          PAYMENT

7.1       We will pay you referral fees (including VAT, if any) on a monthly basis. Within 30 days of the end of the calendar quarter we will send you payment for commissions on completed sales within that quarter at the rate specified in Clause 6.2, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than £25.00, then we will retain your payment until the total amount due is at least £25.00 or, (if earlier) until this Agreement is terminated. If a refund is given on a sale that generated a referral fee, we will deduct the corresponding fee from your next payment. If there is no subsequent payment we will send you an invoice for the fee. In order to simplify the administration process, and not delay payments, we require Partners to agree to Eden Interactive Ltd. "self billing." As we will "self bill" for commissions payable, VAT invoices must not be issued by you. A copy of the "self bill" invoice will be sent with each commission payment. Businesses that are VAT registered must insert their VAT number in the application form. If the VAT number is subsequently changed or cancelled, Partners should notify us at service@eden.co.uk. You will be entirely responsible for any taxation that may be payable as a result of the payment of fees under this Agreement.

7.2       Payments shall be made by Cheque.

8          POLICIES

For the avoidance of doubt, customers who buy products/services through the Partner Programme will be customers of Eden Interactive Ltd.. Accordingly, all www.eden.co.uk rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. Eden Interactive Ltd reserves the right, at its sole discretion, to change such policies and procedures at any time, including pricing policies. Product/service prices and availability may vary from time to time. Eden Interactive Ltd shall use its reasonable endeavours to present accurate information, but we cannot guarantee the availability or price of any particular product/service.

9          DATA PROTECTION

You undertake, in relation to information relating to an identified or identifiable individual, partnership, corporation or other entity ("Personal Data") received pursuant to the operation of this Agreement, to comply at all times (both during the subsistence and after termination of this Agreement) with any obligations imposed under the terms of the United Kingdom Data Protection legislation and any other legislation or self-regulatory guidelines from time to time relating to the holding, use and/or disclosure of Personal Data applicable in the United Kingdom or other relevant jurisdiction.

10        COPYRIGHT

The content of www.eden.co.uk (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) and the Links are protected by copyright, trade marks, patents and other intellectual property rights and laws. You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property rights in the Links, except for the licence expressly granted in Clause 4 above.

11        AVAILABILITY OF OUR WEBSITE

We will endeavour to make www.eden.co.uk available but cannot guarantee that our Website will operate continuously or without interruptions or be error-free. You must not attempt to interfere with the proper working of our Website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, Website, router or any other internet connected device. Should we find that you have done or attempted to do any of the above actions, we will terminate this Agreement immediately. In these circumstances we reserve the right to seek remedies from you, including without limitation, withholding any payments due to you.

12        WARRANTIES AND INDEMNITY

12.1    You hereby warrant to us that you will not include any of the following on your Website:

12.1.1 any illegal material;

12.1.2 any obscene or sexually explicit material;

12.1.3 any violent, discriminatory, threatening or abusive material;

12.1.4 any material which is blasphemous or defamatory in any way or which in any way detracts from the www.eden.co.uk Website;

12.1.5 any material that infringes the Intellectual Property of any third party.

12.2    You acknowledge that you are solely responsible for all materials that appear on your Website together with the technical operation of your Website and all related equipment. You agree to indemnify and hold www.eden.co.uk and its employees and agents harmless from all claims, damages and expenses including, without limitation, legal expenses, arising out of the operation, maintenance and content of your Website.

13        TERM AND TERMINATION

13.1    The term of this Agreement will begin upon our acceptance of your Partner Application and will end when terminated by either party in accordance with this Agreement. Either party may terminate this Agreement at any time upon giving 30 days written notice to the other.

13.2    Either party may terminate this Agreement forthwith by notice in writing to the other if:

            13.2.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

            13.2.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

            13.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

            13.2.4 the other party ceases to carry on its business or substantially the whole of its business; or

13.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13.3    Upon termination of this Agreement, you must immediately remove the Links from your Website and all www.eden.co.uk trade marks, trade names and logos.

13.4    Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

14        DISCLAIMERS AND LIMITATION OF LIABILITY

14.1    Nothing in these Terms and Conditions shall exclude or limit the liability of .eden.co.uk for death or personal injury resulting from the  negligence of .eden.co.uk or that of its employees or agents.

14.2    The entire liability of .eden.co.uk to you in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to £10.

14.3    In no event shall .eden.co.uk be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or we had been made aware of the possibility of such a loss occurring.

14.4    To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Partner Programme or any products/services sold through the Partner Programme, including, without limitation, warranties of fitness for purpose, merchantability, non-infringement or any implied warranties arising out of performance, dealing, or trade usage, and the same are hereby excluded.

15        PUBLICITY

You may not make any public announcement with respect to this Agreement or your participation in the Partner Program without our prior written consent, which may be withheld at our sole discretion.

16        RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

17        ASSIGNATION

We may assign or subcontract any or all of our rights and obligations under these Terms and Conditions. You may assign this Agreement and your rights and obligations under it with the prior written consent of www.eden.co.uk.

18        MODIFICATION

www.eden.co.uk reserves the right to update or amend these Terms and Conditions at any time and if you continue to maintain the Links following any changes you shall be deemed to have accepted such change. It is therefore your responsibility to check the Terms and Conditions on our Website regularly for any changes.

19        SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

20        ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

21        GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.