1.1 "Vettit", "us", "we", "our" refer to Vettit Solutions Limited, a company, which is located at the following address:
Vettit Solutions Limited
Balkerne House, Balkerne Passage
Colchester, Essex CO1 1PA
1.2 "You", "your" refers to each and every member of the WebWare Referral Program. Participation in the program constitutes full and complete acceptance of the terms and conditions set forth herein.
2.1 Referral Code and URLs. Upon your acceptance, we will provide you with a unique Referral Code to specifically identify you. This will allow you to create links/URLs to specific pages of the WebWare system. You may post these links in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links. For your convenience the WebWare system also provides a mailing list facility that can embed such URLs in an e-mail letter.
2.2 Tracking. Vettit agrees to track the customers referred to our services via the links we provide to you for that purpose. Vettit will pay you a commission for each such successful referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this referral program agreement.
3.1 Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Vettit WebWare Referral Program does not violate any law, ordinance, regulation or standard.
3.2 Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your referral code and URLs we provide. You agree that you will notify Vettit if your referral code or URLs cease to function or cease to function properly.
3.3 Representations. You agree that you will not make any representations, promises, warranties or other statements about Vettit Solutions Limited or the Vettit web site, Vettit products or policies other than as may be expressly approved in writing by Vettit or as otherwise provided to you by Vettit for that purpose.
3.4 Link. You may use the links/URLs provided by Vettit in any other way that you wish, provided that your use of the URLs is not in any way disparaging of Vettit or otherwise not appropriate nor acceptable in Vettit’s sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right. You may not violate the Vettit Solutions General Terms of Service.
3.5 Amendments. You agree that this agreement may be amended by Vettit at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Vettit Corporate web site on a periodic basis.
3.6 Customers of Vettit Solutions. Vettit will have the sole right and responsibility to service all customers secured through your referral code. All dealings with customers for Webware services shall be directly and solely between the customer and Vettit Solutions. Vettit shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to the members of the Referral Program.
4.1 Commission Rate. Commissions are paid on a recurring basis for each subscription made via your referral code subject to the terms and conditions set forth herein. The commission rate is 25% of the monthly subscriptions fees paid by the subscribers you referred to us. You receive this commission for as long as the subscriber pays the monthly subscription fees.
4.2 Subscription Fees. The 25% share is calculated only from the monthly subscription fees and not from the fees for other services we may provide to the subscribers, regardless of whether they are somehow related to Vettit’s system or not.
4.3 Payment Periods. The year is divided into 4 payment periods of 3 months each. Vettit will pay to you all your earnings in full by cheque. Cheques are mailed every 3 months within 2 weeks of the end of the corresponding payment period. You will supply your payment details to us after we approve your account.
4.4 WebWare Free Setup Period. New subscribers get a free setup period. This means that they can setup their business free of charge and pay after and only if they actually start using the system. You understand and agree that you are not earning any commission during said setup period.
4.5 Unsubscribing. You understand that any of the existing subscribers may choose to stop using our service at some time, either at their own discretion, or due to force majeure. If this happens to any of the subscribers you successfully referred, you will stop receiving commissions from that account due to the fact that the client is no longer subscribing to our system.
4.5 Upgrading Service. Any of our subscribers, including the subscribers you referred, may choose to upgrade the service contract. This means that if the subscriber pays us more, your share will likewise increase so that your total recurring commission remains at 25% of the software fee.
4.6 No Internal Sales. You understand and agree that you will not earn a commission on the subscriptions to Vettit for businesses that you own or operate.
4.7 Payment Form. Commissions will be paid via cheque sent to the address you provide to us after we have approved your account. You must inform us, using the system, of any subsequent changes to your address or other relevant data. Lost cheques will be replaced but Vettit reserves the right to collect a small fee to cover any additional expenses thus incurred by us.
5.1 Property Ownership. All parties to this agreement accept that Vettit Solutions Limited shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
5.2 License. Vettit Solutions grants you as a member of the WebWare Referral Program a revocable, non-exclusive license to use, reproduce and transmit the Vettit’s logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and Vettit to accomplish the purpose and intent of this agreement. You may also use the links and images we provide specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
5.3 Cease use upon demand. You agree to immediately cease the use of any of the entities covered in paragraph 5.2 upon request made by us to the email address provided by you and maintained on file for you by Vettit.
6.1 Effect upon Commission. Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.2 herein, any commission earned as of the date of such termination will be paid in full post termination on the next quarterly payment date.
6.2 Breach of this agreement. A breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for its immediate suspension at the sole discretion of Vettit Solutions and its possible subsequent termination in its entirety.
6.2.1 Suspension. Suspension under this paragraph shall mean the withholding of all commission payments until such breach is cured. If the suspension issue is not resolved within a reasonable time, as determined by Vettit Solutions, the agreement will be terminated, as under article 6.2, from the date of the initial suspension.
6.3 Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.6, section 6 (Termination), paragraphs 7.1 through 7.14 (inclusive) and 7.16 through 7.19 (inclusive) shall survive such termination and remain in full force and effect.
7.1 Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity, other than an individual, that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
7.2 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit, that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
7.3 Violation of Law. You agree that you will not violate any applicable law, ordinance, regulation or standard.
7.4 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you agree to be bound by the Vettit General Terms of Service, which are incorporated herein, and as set forth at length herein.
7.5 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not use or otherwise permit the use of unsolicited e-mails (a.k.a. SPAM) in relation to the Vettit WebWare Referral Program. Vettit recommends using our mailing list facility if you want to reach someone via e-mail.
7.6 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not transmit any information which is or might be considered to be defamatory or libelous.
7.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
7.8 Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not violate any laws regarding unfair competition, anti-discrimination, or false advertising, or the Vettit General Terms of Service.
7.9 Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not take any action which might promote violence or contain hateful speech.
7.10 Damage Vettit. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Vettit that you will not take any action that would in any way damage Vettit or otherwise compromise its servers or equipment.
This includes utilising or otherwise transmitting at anytime anything that may contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
7.11 No Automatic Links. You agree not to utilise any link that is or can be initiated automatically without the user clicking on the link.
7.12 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY VETTIT PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT VETTIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, VETTIT DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL VETTIT BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
7.13 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL VETTIT BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT VETTIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS REFERRAL PROGRAM AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (1) willful or malicious misconduct; (2) gross negligence; (3) indemnification under Section 7.12 or (4) either party’s liability for death or personal injury or their own acts of fraud.
7.14 Indemnification. You agree to indemnify, defend and hold harmless Vettit and its owners, directors, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including legal fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copywritten materials, license violation, domain misuse, trademark misuse or any active or passive negligence.
7.15 Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
7.16 Governing Law and Jurisdiction. The laws of England will govern this Agreement and any user of the Website hereby agrees to be bound exclusively by the jurisdiction of English courts without reference to rules governing choice of laws.
7.17 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
7.18 Integration. This agreement constitutes the entire understanding of the parties and revokes and supercedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Vettit on the Vettit Corporate web site.
7.19 Use Constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the Vettit WebWare Referral Program including the submission of the referral program application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by Vettit without notice to any other party other than changing the agreement itself which is made available on the Vettit Corporate web site.