Terms and Conditions
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our revAdd platform and services. You will be asked to agree to these terms and conditions before becoming a Customer.
If you have any questions or complaints about our services, please contact us at email@example.com.
1. The Agreement
1.1. In the Agreement:
"Agreement" means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules) and the Statement of Services, and any amendments to the Agreement from time to time;
"Business Hours" means between 09:00 and 17:30 London time on any week day, other than a bank or public holiday in England.
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" will be construed accordingly);
"Customer" means you;
"Customer Confidential Information" means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider that is marked as "confidential", described as "confidential" or should have been understood by the Provider at the time of disclosure to be confidential;
"Customer Materials" all works and materials:
- uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and
- otherwise provided by the Customer to the Provider in connection with the Agreement;
"Defect" means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
- an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or
- an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Statement of Services;
"Documentation" means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Merchants" the merchants that the are being advertised by the system.
"Networks" the affiliate networks, that facilitate the affiliate programs and tracking.
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the software platform known as revAdd that is owned and operated by the Provider.
"Provider" means revAdd Ltd, a company incorporated in England and Wales (registration number 08204218).
"Services" means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;
"Users" means the customer's users to whom they are providing the comparison information (including but not limited to website and application users).
"Comparison Information" means any and all data provided by revAdd (including but not limited to via our APIs and Widgets) for the purpose of creating comparison functionally (including but not limited to pricing, product, deal and offer information).
1.2. The Agreement will come into force when the Customer successfully signs up and will continue in force indefinitely, unless terminated in accordance with clause 11.
2.1. Once signed up subject to the limitations set out in Clause 2.2 and the prohibitions set out in Clause 2.3, the Provider grants a usage licence of the system to the Customer.
2.2. The licence granted by the Provider to the Customer under Clause 2 is subject to the following limitations
- The Platform may only be used by the employees, agents and sub-contractors of the Customer.
- The Customer is responsible for making sure the email address they have provided for their account is accurate and up to date at all times.
- The Customer is responsible for signing up to the appropriate affiliate networks and programs to ensure that the clicks sent through are tracked.
- The Customer is only permitted to use the Providers information to facilitate its users in comparing and purchasing products or services via the system.
- The Customer must ensure that when using the platform that it is doing so in order to send its users via the links hosted at http://go.revadd.com.
- API Customers must build their systems to ensure that they provide a clear route for their users to continue onto the advertised merchants links at http://go.revadd.com
- All representations (including but not limited to deal boxes and table result lines) of a deal or offer created using our system must contain the appropriate links provided in the API as the sole method for users to visit the advertised merchant.
2.3. Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 2 is subject to the following prohibitions:
- The customer must not divert or attempt to divert their users from using our links as the means of reaching the deals advertised.
- The Customer must not attempt to use our information in any way to facilitate users that are not going to the relevant merchant via the links provided by the platform.
3. The Platform
3.1. For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.2. All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.3. The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer's account.
3.4. The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.5. The Customer must not use the Platform:
- in any way that is unlawful, illegal, fraudulent or harmful; or
- in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4. Customer Materials
4.1. The Customer grants to the Provider a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
4.2. Subject to Clause 4.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
4.3. The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
- breach any laws, statutes, regulations or legally-binding codes;
- infringe any person's Intellectual Property Rights or other legal rights; or
- give rise to any cause of action against the Provider or the Customer or any third party,
in each case in any jurisdiction and under any applicable law / in England and Wales under English law.
4.4. Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 4, the Provider may:
- delete or amend the relevant Customer Materials; and/or
- suspend any or all of the Services and/or the Customerâ€™s access to the Platform while it investigates the matter.
4.5. Any breach by the Customer of this Clause 4 will be deemed to be a material breach of the Agreement for the purposes of Clause 11.
5. Click share Accounts / Revenue share Accounts
5.1. In return for the use of the system the customer agrees to share the revenue generated with revAdd. The method of revenue sharing depends on the account type. Click Accounts use the â€œclick shareâ€ method and Managed Accounts use the â€œrevenue shareâ€ method.
5.2. Using the â€œclick shareâ€ method the customers account is assigned a value (for an 80/20 split the value would be 80) every click is assigned a random number from 1 â€“ 100 if that number is less than or equal to the account's assigned value then the click is awarded to the Customer if not the click is awarded to revAdd. If the Customer has not entered the appropriate affiliate ids for the merchant the click is destined for then the click is awarded to revAdd. The Customer is responsible for signing up to the appropriate affiliate networks and programs to ensure that the clicks sent through are tracked as this will allow commissions to be paid.
5.3. Using the â€œrevenue shareâ€ method the customers account is assigned a value, this is the percentage of the full commission (paid by network) that you will receive. If your account has a value of 80 and the commission is Â£50 you will get Â£40 (80% of Â£50). The commission value displayed via revAdd's members section has already been adjusted (for the user) to take this into account. Payment of commissions is subject to the following conditions:
- revAdd will only pay commissions to customers that it has already received payment for in full from the networks.
- revAdd is not responsible for any commissions that are declined or for whatever reason not paid by the networks or merchants.
- revAdd makes a regular monthly payment run. In order to receive payment you must have enough cleared funds to meet or exceed your payment threshold at the time of the run. If you have insufficient funds to receive a payment your cleared funds will remain cleared until a future payment run when you have sufficient funds, or your account is terminated in accordance with clause 11.
- While revAdd makes every effort to make sure that the commission values displayed are up to date, these are supplied to us by 3rd parties and prone to change. The customer must treat these as a guide and accept that the actual commission paid will depend on the amount paid by the network.
- Depending on your selected payment method revAdd may make a charge to cover the cost of that payment, this charge will be to cover the charge revAdd incurs from the payment solutions provider and will be deducted from the amount you receive.
5.4. revAdd may run various offers on its accounts these offers may have their own terms.
6.1. The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
6.2. The Provider warrants and represents to the Customer:
- that it has the legal right and authority to enter into and perform its obligations under the Agreement;
- that it will perform its obligations under the Agreement with reasonable care and skill;
- that the Platform (excluding for the avoidance of doubt the Customer Materials) will not infringe any person's Intellectual Property Rights in any jurisdiction and under any applicable law in England and Wales and under English law;
6.3. The Customer acknowledges that:
- complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
- the Provider is not responsible for the availability and/or accuracy of any data used by or transmitted via the platform that has originated from a 3rd party.
- the Provider does not warrant or represent that the Platform will be compatible with any application, program or software.
- the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
7.1. The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 4.3.
7.2. The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause 6.2(c).
8. Limitations and Exclusions of Liability
8.1. Nothing in the Agreement will:
- limit or exclude the liability of a party for death or personal injury resulting from negligence;
- limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
- limit any liability of a party in any way that is not permitted under applicable law; or
- exclude any liability of a party that may not be excluded under applicable law.
8.2. The limitations and exclusions of liability set out in this Clause 8 and elsewhere in the Agreement:
- are subject to Clause 8.1;
- govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
- will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
8.3. The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
8.4. The Provider will not be liable for any loss of business, contracts or commercial opportunities.
8.5. The Provider will not be liable for any loss of or damage to goodwill or reputation.
8.6. The Provider will not be liable in respect of any loss or corruption of any data, database or software.
8.7. The Provider will not be liable in respect of any special, indirect or consequential loss or damage.
8.8. The Provider will not be liable for any 3rd party advertising costs incurred by the Customer.
8.9. Neither party will be liable for any losses arising out of a Force Majeure Event.
8.10. The Provider's liability in relation to any event or series of related events will not exceed the total amount generated by the partnership of the Customer and Provider for the Provider under the Agreement during the month period immediately preceding the event or events giving rise to the claim.
9. Data Protection
9.1. The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
9.2. The Provider warrants that:
- it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
- it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.
10.1. The Provider will:
- keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 10;
- protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
10.2. Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
10.3. The Customer grants the Provider permission to exchange affiliate ids, impressions, clicks & commissions information with 3rd Party's for the purposes of tracking and reporting.
10.4. The Customer grants permission for the provider to user their impressions, clicks & commissions information anonymously and collectively with other Customers for the purposes of reporting and statistical analysis.
10.5. The obligations set out in this Clause 10 shall not apply to:
- Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
- Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
- Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
- Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the Provider must where permitted by law give to the Customer prompt written notice of the disclosure requirement.
11. Suspension & Termination
11.1. The Customer can at their discretion suspend or terminate their activities at any time and without notice.
11.2. The Provider can at their discretion suspend or terminate the activities of a Customer at any time and without notice.
12. Effects of Termination
12.1. Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7, 8, 10, 12 and 15.
12.2. Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.
12.3. When a Customer's account is terminated it can no longer be used however traces of the account will remain on the system for continuity reasons.
13.1. Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).
The Provider: revAdd, Eastlands II, London Road, Basingstoke, Hampshire, RG21 4AW (or email firstname.lastname@example.org)
The Customer: Using the email address attached to your account
13.2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
- where the notice is delivered personally, at the time of delivery;
- where the notice is sent by recorded signed-for post, 48 hours after posting; and
- where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
14. Force Majeure Event
14.1. Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
14.2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
- forthwith notify the other; and
- will inform the other of the period for which it is estimated that such failure or delay will continue.
14.3. The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
15.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
15.2. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
15.3. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
15.4. Subject to Clause 8.1:
- the Agreement constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
- neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
15.5. The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
15.6. The provider reserves the right to alter this agreement at any time. The provider will then post the new Terms and Conditions on the site and the Customer will be asked to review and agree to the changes next time they login to the member section.