a. Our Affiliate Programme (the “Programme”) is for people with values like ours. We value:
- supportive relationships
- fair financial dealing
- problem solving approach
b. We are not engaged in any kind of ‘get rich quick scheme’ and we work with affiliates who have a real and supportive connection with their clients or community.
2. Who are we?
a. KoffeeKlatch Ltd is a company. Our two Directors are Jo Brianti and Annabel Kaye. The company is registered in England under company number 14459486, and our registered office is at 53 Gunnersbury Avenue, London, W5 4LP England.
b. “Koffeeklatch” is a registered trademark.
c. In the rest of these Terms, when we talk about “we” and “us”, we mean KoffeeKlatch and “you” are our affiliate.
d. Our email address for official notices is firstname.lastname@example.org.
3. Words with specific meanings
a. In these Terms, there are words and phrases that have a specific contractual meaning. To make sure you know when we are using them, these words start with a capital letter (it’s not that we don’t know when capitals are normally used).
“Account”: your affiliate account under the Programme
“Affiliate Manager”: the person in our organisation tasked with supporting the Programme
“Affiliate Record”: the space, as notified in your acceptance email, which you log into with your affiliate login, containing your Account details and reports
“Affiliate Space”: the space, as notified in your onboarding email(s)
“Agreement”: the formal legal agreement between us about the Programme
“Coaching/Training Sales”: purchases made by delegates on your programmes using 100%-off coupons that have been supplied by us to you as a coach/trainer/mentor so you can include one or more of our documents or support groups into your own programme(s).
“Commission period”: the period your cookies track your commission for, from initial point of contact to sale. This may be set out in your sign-up page, or your onboarding emails. If no period is set then the period shall be 60 days from when your referred customer first visits our site.
“Content” Documents, training programmes, support group memberships, videos, created by us and offered for sale.
“Direct Debit Mandate”: a valid and active authority to deduct money from a bank account with sufficient funds in it to cover the value of your Coaching/Training Sales as they occur, mandate provided by a completed GoCardless link or such other platform as may substituted from time to time at our discretion.
“Programme”: our affiliate programme
“Store Credit” automatically generated coupons that can only be used to purchase items on the KoffeeKlatch store that may not be converted to cash in whole or in part.
“Terms”: these Programme terms
“Whitelabel” Content created by us carrying your logo.
4. How do we communicate?
a. If you need support with your Programme, please post your queries in the relevant section of the Affiliate Space. You are invited to be a member as part of the affiliate acceptance process.
b. Please do not tag us individually on Facebook or elsewhere with customer or product queries (pre-sales) or share named emails for us unless we have told you it is fine to do so. Tag the brand Facebook page or use the contact options on our website.
c. We are unable to manage or cope with business queries through personal tags to us and our personal social media accounts since they cannot be effectively monitored or delegated and still keep the personal information they contain secure.
d. If you have a problem with your Affiliate log ins, commission calculations, payments, or marketing material please log this in the Affiliate space. Not everyone has the identical commission percentage, so if you feel your percentage is incorrectly set up in your Account please take this up privately with the Affiliate Manager.
e. Please do not use the Customer support group for affiliate queries or support, nor the Affiliate group for customer support.
f. You may not use our personal names, brand names, logos, creatives, artwork or product names, ranges or trademarks on social media except as set out in these Terms to promote our products/services.
g. We do not resolve our problems in public. You may not criticise the workings of the Programme or our products in public – even if you feel this is justified. If you have a complaint, let us know privately using the notification email specified above.
h. All formal legal notices given by you to us must be given to the notification email specified earlier. We may give notice to you at the e-mail address on your affiliate record. Notices (with proof of sending) will be deemed received and properly served 24 hours after an e-mail is sent.
5. Information use and security
a. To make your Account work, we need:
- your full legal name
- a valid email address
- VAT number (if applicable)
- valid PayPal account details for you for cash payouts (Professional Affiliates only)
b. You can register your Account under your own name or under your business name. You cannot subcontract or assign your Account to anyone else.
d. You must create a secure password for your Account and store it safely. If you have more than one email address, make sure you keep a record of which email address you used to create your Account. You can reset your password at the login screen if you use the same email account.
e. Make sure your Affiliate Record contains the correct email for your PayPal account, or your money may be misdirected. We will not be liable to retrieve it or replace it if you direct it to the wrong place.
f. You can log into your Affiliate Record at any time to check or change details.
g. You should log in and check the percentage commission allocated to you. Your commission is calculated (except for specific promotions) on the basis of this percentage and it is not possible to recalculate commission once it is allocated.
h. If you give access to your Account to any person, you are responsible for what they do. Make sure they know what they can and cannot do.
i. You may not resell our products (by downloading them and selling them on), ‘white label’ them (putting on your own logo and selling them), or use extracts (however limited) unless you have our permission in writing before you do so and have applied for the appropriate additional element in our affiliate scheme.
a. Information you get from us through being an affiliate must only be used for promoting our products and services using authorised promotional material.
b. Information about the Programme, our marketing plans, forthcoming campaigns, new products, prices and other information about us and our business that we have not published generally must be treated as confidential information by you
c. All other information you get from being our affiliate must be treated as confidential
d. Any information about individual customer purchases made available to you as part of your Affiliate Record is not to be removed or used for any other purposes than calculating your commission.
7. Referral links and discount codes
a. Once you are an affiliate, you will be able to log in and generate unique affiliate links to share. Each link will identify you as the source of the traffic to our website.
b. You will find information on how to generate links in the Affiliate Space. These links track your commission, so make sure they are correctly formatted.
d. Discount codes track back to your Account. Log in to your Account to see if any codes are associated with you. Discount codes will not always be valid on sale items. Only one discount code can be used in the same basket. Do not use other people’s codes, or they will get the commission, not you.
e. Any information or feedback your receive from your referees should be communicated to us privately without delay.
f. In the unlikely event of complaints or difficulties you must not share those complaints directly or indirectly with any other person(s), regardless of whether you or they feel they are justified.
g. We will promptly do our utmost to remedy such complaints if they arise from some shortfall on our part.
h. You must avoid creating unreasonable expectations by promising things we have not committed to deliver or going beyond our product descriptions and sales and marketing material.
8. Promotions and events
a. We will support you with material you can use to promote our products.
b. You may only use marketing and promotional material put in the Affiliate Space by us or recorded live for your groups and events or pre recorded. If you need other material or modified wording, please ask us to generate material (or propose your own draft).
c. We are happy to be creative, but we need to make sure we can deliver what we promise in our marketing and keep control of our brand. You may not edit, extract or re-purpose material provided to you as affiliates without our express written agreement.
d. Unless otherwise agreed you may only change these images as described in the affiliate instructions issued with the image. Unless expressly stated, you may only vary the image by adding your logo, your affiliate link, and your discount code.
e. We update and offer new images on a regular basis to keep the brand fresh. Please check regularly for new images and updates on current campaigns.
f. Price changes may affect products or services, so you should not display our prices on your site.
g. Your email campaigns and marketing must be conducted in accordance with the law. You must not engage in fraudulent, illegal, overly aggressive, or questionable sales or marketing methods. Referrals obtained from activities in breach of this paragraph will not qualify for commission and may result in further action from us.
h. Be transparent that you are gaining financially by referring us/using your affiliate link and discount codes. State clearly that you are getting a commission. You can describe the commission as small … even say you will get a cup of coffee if they complete their purchase … but you must disclose that you have a financial interest in the customer’s purchase by using the word “commission”.
i. We value you as an affiliate partner and welcome you into our affiliate community. But you must not give anyone the impression that you speak for us or are entitled to say what our products and services will or will not do for them.
j. If you are a customer and using our products or services, you can tell your community what this has done for you, and we would welcome your testimonial. But you must not suggest that you develop our services, nor that you are part of our business.
k. If we ask, you must let us see your campaigns that refer to our products, brand, or trademark.
l. You may not simply share the Professional Affiliate or other discount codes created with you on coupon clipping sites. They are for you to share in your own communities and newsletters.
9. Referral commissions
a. To qualify for commission, the customer must click your referral link to our shopping cart and make their purchase within the Commission Period, or, if you have been allocated a discount code, the customer must use your discount code at our checkout.
b. If the customer arrives and doesn’t buy and then comes back via another affiliate’s link or uses that affiliate’s discount code, the commission will be credited to the most recent affiliate.
c. We will only pay commissions on links that are automatically tracked and reported by our systems. There is no manual override.
d. If our prices are inclusive of VAT, qualifying revenue for calculating your commission is the ex-VAT value of referred sales.
e. Your default commission rate is set out in your Account. You can check this by logging in to your Account. It is applied to your qualifying revenue.
f. Some products and promotions have individual commission rates which may be higher or lower than your usual commission rate. The product commission rate will override your commission rate.
g. Commission will be credited to your Account once the customer’s credit card payment clears. It is rare we have to refund a customer, but any refunded sales will result in commission being deducted from your Account. Refunds are entirely at our discretion.
h. A summary of sign-ups and statement of commissions is available to you by logging into your Account. You can also set your Account to notify you of each referral. These notifications may not tally with your commission if the credit card transaction is not successfully completed or if there is a charge back or refund.
i. Customer payments refunded or payments charged-back due to credit card fraud do not qualify for commission.
j. We may delay crediting of commissions subject to risk analysis considerations and Anti-Money Laundering procedures.
k. If your chargeback/ refund rate is higher than our average, this may also trigger termination or suspension of your Account.
10. Coaching/Training/Whitelabel Sales
If you wish to include our Content in your coaching and training programme this can be done by:
a. Activating a Direct Debit Mandate. (Gocardless link)
b. We will then generate one or more 100%-off coupons keyed to specific products we have both agreed should be in your programme. This will be confined to the appropriate level (basic, standard or premium).
c. The coupon will be valid one time for each customer who uses, but unless otherwise agreed there will be no cap on the number that may be used, or an end date to the validity of the coupons.
d. You will issue those coupons to your trainees or coaching clients at the appropriate point in your programme.
e. You may not invite other trainers or coaches to share the same codes.
f. You are responsible for securing your code(s) and informing your delegates they may not be shared.
g. Once a month, when we are calculating the normal affiliate commissions, we will invoice you for the value of the coaching and training sales to date (plus VAT), Your commission on these sales will appear in your normal affiliate scheme reports and be included in your payments.
h. This amount will be presented the next day for payment through the direct debit system and will take a few days to work its way through our respective accounts.
i. A failed transaction or cancelled mandate will result in the suspension of your coupon codes until the amount due has been settled and we have at our discretion agreed to reinstate the codes.
j. If you wish to Whitelabel Content to include within your programmes you give us an ongoing license to use your logo to add within the agreed Content and/or on a dedicated landing page.
k. Whitelabel Content will be subject to a minimum initial invoice of 10 x the Content bearing your logo (less agreed commission) regardless of initial sales.
l. The coupon usage will be reported monthly and sales will be allocated against thie initial minimum until this is used, and additional usage will be invoiced to you monthly in the normal way.
m. Any unused coupons from the initial invoice will be expired 12 months from the initial invoice date.
a. Accrued cash commissions are only queued for payment once your unpaid commission is £50 or more. We pay approximately once a month via PayPal. If you are sending us consumer/individual customers rather than business-to-business ones, the payments may be delayed to allow for statutory cancellation periods.
b. Your status as a Professional Affiliate with cash payments or Refer a Friend Affiliates is entirely at our discretion and may be changed from time to time depending on your activity and referral levels.
c. Store Credit is non transferable and can only be used purchasing items for your business against the email address/account connected to your affiliate account.
d. Store Credit can not be converted to cash or apportioned. Nor can it be used once your affiliate account is terminated for any reason.
e. Store credit may not be used against 100% coupon invoices at the month end but can only be redeemed at the shopping cart when making a purchase.
f. Store Credit is valid for 12 months from the date of award and can used against any item on the store that you are eligible (as a customer) to purchase. Certain items in the store require prior purchase. You can only use store credit against them if you have purchased the necessary qualifying item.
g. Unused Store Credit will be expired with no substitute payment at the end of one year, or upon the termination of your account whichever is earlier.
h. We reserve the right to change our standard method of payment.
i. The amount you receive will be net of: –
- commission on refunds and charge-backs;
- failed transactions;
- the PayPal or equivalent charges for your transaction;
- any withholding we are entitled to make under the terms of this agreement; and
- any withholding we are required to make by law.
j. If you are also a customer or offering KoffeeKlatch documents or support as part of your coach/train/mentor programmes, you must pay for your purchases in accordance with our normal terms of business or for Coaching/Training Sales via the Direct Debit Mandate as soon as an invoice is presented. We reserve the right to withhold accrued commission whilst separately pursuing you for the money outstanding.
k. If you are not VAT registered, we calculate your commission and pay it.
l. If you are VAT registered you will need to raise an invoice for the amount of the commission we just paid you, plus VAT, and mark the invoice as part paid. Send the invoice to us at our email account. We will send the balancing VAT on our next payment run.
m. We currently sell in pounds sterling only. We currently pay commission in sterling and are about to start selling somle global items in US dollars. If we decide to sell in any other currency, or pay commission in any other currency, we will notify you.
n. We will convert foreign currency sales or commissions to sterling (or any other currency we have agreed to pay you in) at the PayPal exchange rate applicable on the day we pay your commission/your store credit is awarded.
o. When asked, you will promptly provide us with an invoice to account for commission payments. You can generate reports from your Account
12. How does our Agreement start and end?
a. Our Agreement begins when we accept your Programme application.
b. Either of us may terminate your Account at any time, for any reason, by giving notice of termination by e-mail. We will use the email address on your Affiliate Record; you should use the ‘official notices’ email address for us in clause 2.
c. When your Account ends, we will pay legitimate outstanding earnings in line with clause 10 above.
d. If you owe us any money in respect of charge backs or cancellations this money will fall due immediately on the cancellation date or upon notification of the amount, if it is not known at the date of cancellation.
e. After your Account ends, you may not use campaign material shared with you, nor information about pending campaigns. After the end of this Agreement you will automatically no longer have permission to use any material already provided to you by us for any purpose at all and you should remove it from your website.
13. Why would we want to de-activate/change your Account?
a. We like active, happy, profitable affiliates. If you are not promoting us or getting any commission, we may de-activate your Account or change your affiliate level. Deactivation will mean that your links and codes will not work anymore. Changing your type of affiliate membership may mean that your codes don’t work anymore.
b. If you are taking a break and you mean to be inactive for a while, let us know in advance.
c. From time to time we do an audit of our affiliates, and if you are making a very low sales/conversion volume and you are not running any campaigns, we may have a chat with you to see what you are doing.
d. If you are not referring or running campaigns consistent with Professional Affiliate level, your membership may be changed to Refer a Friend level and your pay-out methods changed to store credit.
e. If you are not making a reasonable level of referrals/conversions consistent with your affiliate level we reserve the right to downgrade or deactivate your account.
f. If you are making commission but you are breaching the Agreement, we reserve the right to suspend and/or terminate your Account. If you have been in breach of this Agreement and may have caused us damage, we may withhold accrued commission until all else is resolved.
14. Varying the Programme
a. We reserve the right to update and change these terms from time to time by posting in the Affiliate Space. If you keep on using the Programme, that shall signal your consent to the changes.
15. Limitation of liability, and indemnity
a. Sometimes things go wrong, and although we will do our best to get any technical problems sorted out quickly, we cannot be liable for technical or other difficulties that may arise in administering and running the Programme or from keeping our store or website up and running.
b. We accept no liability for any consequential loss (direct or indirect) or damages, loss of income, profits, or goodwill, or arising from or connected in any way to business interruption.
d. You will indemnify us against any losses, costs, expenses, or fines we suffer as a result of your breach of this Agreement. We reserve the right to withhold payment of your accrued commissions until such indemnity is paid in full. We reserve the right to offset the commission against any indemnities outstanding.
e. Nothing in this notice shall be taken to exclude our liability for death or personal injury caused by our negligence, or any liability which cannot be excluded or limited under applicable law.
f. Our maximum liability to you under or in connection with this Agreement for breach shall be limited to the amount of commission we were obliged to pay you in the twelve (12) months immediately before the event giving rise to your claim.
16. Events outside our control
a. Sometimes the internet does not work, broadband goes down, your customers have computers with software that doesn’t work, they don’t have cookies enabled, or any one of multiple other things that are outside our control, and that may prevent your customer completing the sale or your commission being properly allocated. We cannot and shall not be responsible for this.
b. Where it is reasonably practicable, we will use our reasonable endeavours to resolve these types of situation, but we’re not in breach of this Agreement if we don’t find a solution to the particular issue.
a. If at any time we don’t insist on full enforcement of any term of this Agreement, that does not mean we are giving up the right to do so in the future. Any right or remedy of ours under this Agreement can only be given up by us expressly saying so in writing.
a. If any court says we have gone too far in our wording and made a Term or Terms (or any part of them) unenforceable, then they shall strike out as little as possible that is necessary to keep all the Terms enforceable, and the rest of the Agreement shall still stand.
19. Entire agreement
a. This Agreement and the links in it, with the commission percentage set out in your Account, are the entire agreement between us about the Programme. They supersede any earlier agreement, understanding or arrangement between us, whether oral or in writing.
20. Governing Law and Jurisdiction
a. These Terms shall be governed by and construed in accordance with the national law of the country of our address stated in clause 2. Disputes arising shall be subject to the exclusive jurisdiction of our national Courts.