Terms and Conditions - Affiliate Program
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with the Sirvoy Ltd Sirvoy Affiliate Program.
As used in this Agreement, “we,” “us” or “Sirvoy” means Sirvoy Ltd, and “you,” “yourselves” or “Affiliate,” means the affiliate. “Sirvoy Affiliate Program” means the program managed by Sirvoy.
Referral and Partner Program
The Commission Fees gained from the Referral Program will be 50% of the Qualifying Payments made by the referred client to Sirvoy during the clients first 6 months of using Sirvoy.
The Commission Fees gained from the Partner Program will be equal to a percentage of the Qualifying Payments made by the referred client to Sirvoy. The following list shows the commission percentage of any Qualifying Payments, which is based on the amount of active clients you introduced to Sirvoy:
1st-5th referred active clients: 5%
6th-15th clients: 10%
16th-30th clients: 15%
31st-50th clients: 20%
51st and additional clients: 25%
The term “Qualifying Payments” will include all normal client fees as listed on Sirvoy’s website and when being received from one of the referred clients of the Affiliate. Commission Fees will not be payable on payments made for sponsored developments or other similar one-off fees made by the referred client. We hold the right to deduct part of your Commission Fees in cases when a referred client requires a repayment of their Qualifying Payments at a later stage.
The client will only be considered to be referred by the affiliate if: 1. the client’s Sirvoy account is registered through the affiliate link provided by Sirvoy or by any other method agreed by Sirvoy. 2. the account is registered with Sirvoy without partaking of any special discounts or promotions offered by Sirvoy.
The Affiliate can only be signed up for either the Partner Program or the Referral Program at any one time. If the Affiliate wishes to change program then the current program needs to be terminated first.
The Commission fees will be paid out to the Affiliate upon your request. No payments can be requested unless the Commission fees exceed six hundred dollars ($600.00).
The Affiliate program is not meant to be used by the account holders themselves, but rather by businesses actively promoting Sirvoy. To ensure this, payouts will be held back until at least two Sirvoy accounts have been referred by the Affiliate and actively use Sirvoy.
Reports and Audit
You will have the right to have a certified public accountant, acceptable to us, examine our applicable books and records as are necessary to verify the accuracy of payments made to you under this Agreement. You are entitled to conduct such an audit only during normal business hours, at your expense, upon reasonable notice, no more frequently than once per calendar year, and no later than thirty (30) days following the end of the Term or termination of this Agreement.
Representations and Warranties; Limitation of Liability
Each of us hereby represents and warrants that:
it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
Sirvoy will remain solely responsible for the operation of the Sirvoy website. Sirvoy acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
NEITHER SIRVOY NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. SIRVOY’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.
Fulfillment and Policy
Sirvoy will be solely responsible for providing the services paid for by the referred client. Accordingly, all rules, policies, operating procedures and information concerning customer usage of Sirvoy will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.
Intellectual Property Rights
Sirvoy hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Sirvoy’s trade names, logos, trademarks on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of Sirvoy’s trade names, logos, trademarks will be subject to Sirvoy’s prior written approval.
You hereby grant to Sirvoy during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos and trademarks solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.
Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.
We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.
You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.
Term and Termination
The term of this Agreement (the “Term”) will begin upon the affiliate representative and Sirvoy representative signing this Sirvoy Partner Program Agreement and your acceptance of this Agreement and will end when terminated as described herein. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least thirty (30) days written notice of termination. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Sirvoy may withhold final payment for a reasonable time to ensure against cancellations.
If the Affiliate becomes inactive by not introducing any new referred clients over a period of 6 months then we will see fit to initiate the Termination of the program by sending out a notice.
The affiliate program is not to be used by Sirvoy’s own clients or for the purpose of benefiting a Sirvoy account user.
You and we will each monitor and periodically test the general operation of our businesses.
You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
In its performance of this Agreement and in the operation of each party’s businesses, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Ireland. Any action arising hereunder will be brought entered in Irish court.
Any notices under this agreement will be given by electronic mail and will be deemed delivered and given for all purposes on the sent date.
This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.