ProStack Affiliate Agreement
ProStack Affiliate Agreement
The Affiliate’s attention is drawn in particular to the information on this page together with any links or documents contained therein as they form the contractual relationship between the parties under the Prostack Affiliate Programme.
By accepting these terms and conditions (“Agreement”), the Affiliate hereby:
i. applies to become a member of the Prostack Affiliate Programme and has effectively entered into a contract with the Company on these terms upon the Company’s acceptance of the Affiliate’s application;
ii. represents and warrants that you have the right, power, and authority to enter into this Agreement and you are not required to obtain consent, approval, or authorization, or exemption by any authority or third party in connection with your entrance into this Agreement;
iii. accept that this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation;
iv. undertake that it is your responsibility to comply with any applicable laws, regulations and guidance and any disclosure requirements and to update us on these requirements and any changes thereto.
It is important to seek and obtain legal advice on how local and international laws apply to Affiliates or other promotional activities for which an Affiliate receives compensation especially if the Affiliate is outside the United Kingdom. Please contact the team if the Affiliate is outside the United Kingdom.
We recommend that you print a copy of these terms for future reference.
Parties
(1) Sharpstack Hosting Limited (T/A ProStack Hosting) incorporated and registered in England and Wales with company number 10076269 whose registered office is at Office 208, 25 Town Square, Stevenage, England, SG1 1BP (“Company, we, us, our”)
(2) You, person, business or organisation engaging with us as an Affiliate (“Affiliate, you, your”)
BACKGROUND
(A) The Company operates the Company Website for the purpose of marketing its products and services to users.
(B) The Affiliate operates the Affiliate Website for the purpose of marketing its products and services to users.
(C) The Company operates the Company affiliate network and the Affiliate wishes to become a member of the Company affiliate network on the terms and conditions of this agreement so that a user of the Affiliate Website clicking directly through from the site or web link pages will land on the Company Website.
Agreed terms
1. Interpretation
The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate Programme Manager: the person named in clause 5.6.
Affiliate Website: Affiliate’s site and any future version or replacement of that site that the Affiliate uses for the purpose of marketing products and services.
Brand Manual: guidelines provided to the Company by the Affiliate prescribing the permitted form and manner in which the Affiliate’s logo and other brand elements may be used, including any amendments or additions notified in writing by the Affiliate to the Company from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commission Rate: in respect of each Transaction, the rate set out at clause 6.6.
Company Programme Manager: the member of the Company’s personnel who looks after the Company’s Affiliate Programme as notified by the Company to the Affiliate from time to time.
Company Services (Services): The services including products that are available for purchase from the Company as set out at Schedule 1
Company Trade Mark Guidelines: the written guidelines for use of the Company’s Trade Mark, logo and branding from time to time as published – ProStack Brand Style Guide 2022.
Company User (User): a user who has clicked through to the Company Website from the Affiliate’s website or web link pages.
Company Website: the Company’s website at any time and from time to time, currently called prostack.uk and including all databases, software, domain names, infrastructure, products and services that the Company markets for use by individual users to shop for the Company’s products and services. Company Website includes all future versions and replacements of, and successors to, the site.
Effective Date: the date of this agreement.
Net Revenue: in respect of each Transaction, the gross revenue received by the Company for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Transaction.
Transaction: a purchase of any products or services offered for sale on the Company Website by a Company User who has clicked through directly to the Company Website from the Affiliate’s website or web link pages where that purchase is completed during a single browser session.
VAT: Value added tax or any equivalent tax chargeable in the UK or elsewhere.
1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to writing or written includes faxes and email.
1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Enrollment
2.1 By enrolling in the Prostack Affiliate Programme, the Affiliate agrees that, at the time of registration, they will provide accurate and complete registration data and that the registration data will be updated and amended as required in the event of future changes.
2.2 Acceptance of these terms and conditions and the Affiliate’s indication that they wish to enroll in the Affiliate Programme constitutes an application to enroll in the Affiliate Programme, which the Company may at its sole discretion accept.
2.3 Affiliates participating in the Affiliate Programme shall sell products and services through the Affiliate’s website or web link pages via hyperlink directly to the Company Website, by email marketing directly to Affiliate’s clients or other means, using an Affiliate tracking code.
2.4 The Company may review the Affiliate’s application following the Affiliate’s acceptance of these terms and conditions. We may reject an application (in our sole discretion) for a number of reasons including but not limited to where the Company cannot verify the Affiliate and its practices or Affiliates website or promotional method have unlawful content or violates our acceptable use policy. In the event that the Company rejects the Affiliate’s application, no contract will be formed between the Company and the Affiliate. The Company may explain in writing the reasons for rejecting the Affiliate’s application. If the basis for the Company’s rejection can be rectified, the Affiliate may apply to enroll in the Affiliate Programme again.
2.5 Upon the Company’s acceptance of the Affiliate’s application to enroll in the Affiliate Programme, a contract shall be formed between the Company and the Affiliate, subject to and incorporating these Terms and Conditions (“the Agreement”). The Affiliate shall be notified forthwith and the date on which the Agreement is formed is the Effective Date.
2.6 The Company will activate your affiliate account with your referral details within your Prostack Affiliate portal. Your unique referral link can be found in the portal. Alternatively you can customized a Unique referral link(see steps on webpage) to add to your website pages, so visitors can easily find links to sign up.
2.7 The Agreement shall be non-exclusive and shall not restrict or prevent the Company from entering into similar or different arrangements with third parties.
3. Cookie Tracking and Reporting
3.1 We use cookies to track Affiliate referrals. Company User tracking will be managed by cookies placed in the User’s browser once the User clicks on an advertisement, which takes the User to the Company’s website. We reserve the right not to pay commission if a User declines the cookies and we are not able to track the User’s order.
3.2 Cookies will be saved on the Company User’s system for 90 days. Any Transaction made during this period, qualifies for commission to the Affiliate. A tracking cookie can only be overwritten by a new cookie. For further information on our cookie policy see ProStack – Website and cookie policy
4. Company’s obligations
4.1 The Company shall be permitted to use the Affiliate’s logo for the purposes of clause 4.1 solely in accordance with any reasonable written guidelines or instructions provided by the Affiliate to the Company relating to the Affiliate’s logo.
4.2 The Company shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate’s website to Company’s Website.
4.3 The Company shall be responsible for developing, operating and maintaining the Company Website.
4.4 The Company shall provide to Company Users clicking through directly from the Affiliate website or link page access to and use of the Company Website in accordance with the Company’s standards terms of use and other terms and conditions, policies and procedures from time to time.
4.5 At the end of each calendar month, the Company will provide the Affiliate with an email report in the Company’s standard form setting out for the month concerned the total number of:
(a) occasions when a Company User has clicked directly through to the Company Website from the Affiliate’s website or web link pages;
(b) Company Users who have registered on the Company Website after clicking directly through to it from the Affiliate’s website or web link pages; and
(c) Transactions, together with a statement setting out the amounts due to Affiliate in respect of this agreement calculated in accordance with clause 6 below
4.6 The Company may at any time or times without notice to Affiliate:
(a) change the name of the Company Website;
(b) make changes or withdraw certain Services;
(c) change the Company Trade Mark Guidelines; and
(d) target the Company Website at potential customers in such additional country or countries as it chooses, provided it maintains that part of the Company Website that is directed at the UK.
4.7 The Company shall request prior approval for any use of any Affiliate trade mark, domain name, logo or branding that the Company may wish to make. The Affiliate shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
4.8 This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
5. Affiliate’s obligations
5.1 The Affiliate shall use all reasonable commercial efforts to market and promote the Company Website and the products and services available for sale on it so as to generate the maximum number of Transactions.
5.2 The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:
(a) the proper functioning and maintenance of all hyperlinks to the Company Website; and
(b) compliance with the Company Trade Mark Guidelines.
5.3 The Affiliate shall submit to the Company for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Company shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
5.4 The Affiliate shall comply with all Company’s website terms and conditions including all relevant policies. Affiliate may not use our site:
(a) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
(a) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standard or has terrorist content;
(b) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and
(c) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
5.5 The Affiliate shall provide the Company with:
(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by the Company,
as is necessary for the proper performance of the Company’s obligations under this agreement.
5.6 The Affiliate shall at all times while this agreement is in force have an Affiliate Programme Manager. The first Affiliate Programme Manager shall be: Martin Cole.
The Affiliate Programme Manager shall have the authority to contractually bind the Affiliate on all matters relating to this agreement. The Affiliate shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Affiliate Programme Manager.
5.7 The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to Company Users, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website.
5.8 The Affiliate shall comply with all applicable laws and regulations, including all local and international laws relating to data protection, with respect to its activities under this agreement and to its business.
5.9 The Affiliate at its own expense shall comply with all local and international laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
5.10 The Affiliate shall, at the Company’s costs, give any assistance that the Company shall reasonably require to deal with any disputes, claims or proceedings as it relates to the programme or its Users but shall not otherwise be involved in or take any action in connection with any such dispute, claims or proceedings other than with the prior written consent of Prostack.
5.11 The Company shall be under no obligation to follow up any prospective User from the Affiliate or enter into contract with the prospective User.
5.12 Where a prospective Company User introduced by the Affiliate, introduces the Company to a third party who purchases Services from the Company, the Affiliate shall not, by virtue of such initial introduction, be deemed to have introduced the third party to the company.
5.13 Affiliate shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (BA 2010) and shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK
5.14 In the event of any delays in the Affiliate’s provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.
5.15 Affiliate will notify the Company immediately if the Affiliate ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.
6. Charges and payment
6.1 Affiliate payouts are based on revenue referred for the first 12 months of the referral. Request for payment can be made in the Affiliate portal, which will open a ticket with the Company billing department.
6.2 Payouts can be either made as credit on the Affiliate’s own Prostack services, or as a cash payment into a designated bank account.
6.3 Cash payment can be made a maximum of once every 3 months and an invoice must be provided to our billing department. The Company shall pay each invoice submitted by the Affiliate within 30 days of the date of the invoice.
6.4 Affiliate earnings are only due for the initial order made by the referral. Upgrades or addons ordered are not included in the Affiliate payout.
6.5 Downgrades to the initial order within the first 12 month period will be reflected in the Affiliate earnings.
6.6 The Company will pay the Affiliate a 10% commission (Commission Rate) in respect of Net Revenue for each Transaction.
6.7 Commission is payable on receipts, not accruals basis so if the Company receives no revenue on any Transaction, no commission is payable.
6.8 Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.
6.9 All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For non-VAT registered UK businesses, invoice should not include VAT as the cash out payment will not include VAT charged to the referral. For non UK affiliates a reverse charge with taxes due based on the country of supply shall apply. All payment shall made in Pound Sterling.
6.10 Where any party is required by this agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.
6.11 The Affiliate shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement.
6.12 The report that the Company sends to the Affiliate under clause 4.5 shall include a statement of the amounts due from the Company to the Affiliate for Transactions in the month to which the report relates.
6.13 You are only eligible to earn Commission on purchases that occurred during the Term. Commission earned prior to the date of termination will be eligible for payment only if the orders for services are not cancelled within 30 days and comply with all the terms of this Agreement. We may withhold your final payment of Commission for a reasonable time to ensure that all purchases are valid and payment from Users are legitimate as determined at our sole discretion.
6.14 If the Affiliate disputes any invoice the Affiliate shall notify the Company in writing within 7 days of the date of receipt of the invoice, specifying the reasons for disputing the invoice. The Company shall provide all evidence as may be reasonably necessary to verify the disputed invoice. The Company shall pay the Affiliate all amounts not disputed by the Affiliate. If the dispute is not resolved at this stage the same shall be referred to the Company’s auditors/accountant for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
7. Proprietary rights
The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company’s products and services. Except as expressly stated herein, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.
8. Confidentiality
8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 19.2.
8.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
8.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.5 This clause 8 shall survive termination of this agreement, however arising.
9. Data protection
9.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
10. Indemnity
Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with the indemnifier’s website (being the Company Website or the Affiliate’s website as the case may be) or the marketing or sale of products or services on that website, provided that:
(a) the indemnifier is given prompt notice of any such claim;
(b) the beneficiary provides reasonable cooperation to the indemnifier in the defence and settlement of such claim, at the beneficiary’s expense; and
(c) the indemnifier is given sole authority to defend or settle the claim.
11. Limitation of liability
11.1 This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:
(a) arising under or in connection with this agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
11.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
11.3 Nothing in this agreement excludes the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.3:
(a) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
(b) the Company’s total aggregate liability in contract (including in respect of the indemnity in clause 10), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to [£ ].
12. Duration and termination
12.1 This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with this clause 12, until either party gives to the other party One months’ written notice to terminate provided that the end of such notice period must coincide with the end of the Month.
12.2 The Company may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. The Company will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.
12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 ;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3(b) to clause 12.3(i) (inclusive).
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(l) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(m) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.
13. Consequences of termination
On termination of this agreement for any reason:
(a) all licences and benefits granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
15. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Rights and remedies
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Severance
17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
17.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. Announcement
No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
19. Entire agreement
19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
19.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract provided in this agreement.
19.4 Nothing in this clause shall limit or exclude any liability for fraud.
20. Assignment and other dealings
20.1 The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.
20.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
21. No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
22. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
23. Third party rights
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
24. Notices
24.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to…………………………………..
24.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(d) by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting;
(e) a notice given under this agreement is not valid if sent by email.
24.3 Any change to the contact details of a party shall be notified to the other party in writing and shall be effective:
(a) on the date specified in the notice as being the date of such change; or
(b) if no date is so specified, two Business Days after the notice is deemed to be received.
All references to time are to the local time at the place of deemed receipt.
25. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
26. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
SCHEDULE 1
Company Services
Please click on link for further information on the products and services.
Shared Hosting: https://prostack.uk/shared-hosting-uk/
Reseller Hosting: https://prostack.uk/shared-hosting-uk/
Cloud VPS: https://prostack.uk/cloud-hosting-uk-vps/
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