Affiliate Programme Terms

 Affiliate Programme Terms

1.           Values

a.           Our Affiliate Programme (the “Programme”) is for people with values like ours.   We value:

  • honesty
  • transparency
  • 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 is a trading name of Irenicon Limited.  Our two Directors are Christopher Head and Annabel Kaye.  The company is registered in England under company number 01510166, and our registered office is at Airport House, Purley Way, Croydon CR0 0XZ, Surrey, England.

b.           “Irenicon” and “Koffeeklatch” are both registered trademarks.

c.           In the rest of these Terms, when we talk about “we” and “us”, we mean Irenicon Ltd, and “you” are our affiliate.

d.           Our email address for official notices is info@irenicon.co.uk.

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).

“Programme”: our affiliate programme

“Agreement”: the formal legal agreement between us about the Programme

“Account”: your affiliate account under the Programme

“Affiliate Space”: the space, as notified in your acceptance email, where you find your marketing material and communicate with the Affiliate Manager

“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 Manager”: the person in our organisation tasked with supporting the Programme

“Terms”: these Programme terms

“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

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.           You may not use our personal names, brand names or trademarks on social media except as set out in these Terms to promote our products/services.

f.            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.

g.           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.

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.

c.           Your information will be used to track your commission, make payments, and to help you make more commission.  We will store your information in our Programme administration section and our accounts.  It will be held in accordance with our Data Privacy Policy.

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.

6.           Confidentiality

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.

c.           The links use cookies to track your referrals.  Make sure the ‘cookie statement’ on your website says you use cookies to track your customer purchases.

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.

8.           Promotions

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.  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.

d.           We may provide images in the Affiliate Space. 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.

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.        Payment

a.           Accrued 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.           We reserve the right to change our standard method of payment.

c.           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.

d.           If you are also a customer, you must pay for your purchases in accordance with our normal terms of business.  We reserve the right to withhold accrued commission whilst separately pursuing you for the money outstanding.

e.           If you are not VAT registered, we calculate your commission and pay it.

f.            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.

g.           We currently sell in pounds sterling only.  We currently pay commission in sterling.  If we decide to sell in any other currency, or pay commission in any other currency, we will notify you.

h.           If we do decide to trade in more than one currency 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.

i.            When asked, you will promptly provide us with an invoice to account for commission payments.  You can generate reports from your Account.

11.        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.

12.        Why would we want to de-activate 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.  This will mean that your links and codes will not 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 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 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.

13.        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.

14.        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.

c.           We accept no liability for your data protection breaches caused by a lack of transparency about the use of cookies and links or improper marketing practises or use of data in your Affiliate Record.

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.

15.        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.

16.        Waiver

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.

17.        Severability

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.

18.        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.

19.        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.