“Suits Me” refers to Suits Me Ltd, a company registered in England and Wales with company registration number 07349753 and registered office at The Old Shippon, Moseley Hall Farm, Knutsford, WA16 8RB.
The “Affiliate” refers to you, a company or person who wishes to participate in the Suits Me Affiliate Programme, for the marketing of Suits Me’s services and the payment of commission by Suits Me to the Affiliate, for new customers secured by Suits Me as a consequence of the activity of the Affiliate.
Offer
The Affiliate will earn a referral fee for each account created with Suits Me (for any of our Essential, Premium or Premium Plus products), where: (1) the account has been created by a customer referred as a consequence of the activities of the Affiliate; and (2) the customer has made a first load of funds into that account. Affiliates will be provided with a unique link, with which your referred customers can open a Suits Me account.
Term
These terms will be valid from the date the Affiliate is accepted onto the Suits Me Affiliate Programme, until terminated by either party. Either party may terminate these terms on 7 business days’ notice to the other party.
Payment Schedule
Suits Me shall pay commission fees within 40 days of the end of the month in which a referred customer has made a first load of funds and complied with the conditions in clause 5.1 of this agreement.
Referral Fees
25 GBP per account loaded.
1. Validity
1.1 These terms and conditions govern the contractual relationship between Suits Me and the Affiliate, who is a member of the advertising programme which is distributed via the platform of Impact (“Suits Me Affiliate Programme”)
1.2 The Affiliate’s relationship with Impact shall be governed by such terms and conditions as may be agreed from time to time between Impact and the Affiliate, that is independent from the relationship between the Affiliate and Suits Me.
2. Subject Matter of these Terms
2.1 These terms govern the relationship between the Affiliate and Suits Me, including for the use of materials, including banners, buttons and text links produced by Suits Me (the “Advertising Material”).
2.2 If the Affiliate wishes to participate in the Suits Me Affiliate Programme, the Affiliate shall make an application directly to Suits Me. In submitting the application, the Affiliate confirms its agreement to these terms.
2.3 The Affiliate shall place the Suits Me “Advertising Material” only on a website owned by them and which has been approved by Suits Me. The Affiliate may only use the Advertising Materials for the duration of this agreement.
2.4 The registration for the Suits Me Affiliate Programme and ongoing participation in it shall be subject to the Terms and Conditions within this agreement.
2.5 The Affiliate’s involvement in the Programme, and its use of any Advertising Material, shall be tracked and recorded, and reports shall be available to Suits Me.
3. Suits Me’s Obligations
3.1 These terms are non-exclusive and do not prevent or restrict Suits Me from entering into similar agreements with third parties. Suits Me makes no guarantees that these terms are similar or the same as the terms of any other agreement it has entered, or may enter, with any third party.
3.2 Suits Me shall supply Advertising Material that complies with its legal and regulatory obligations and will be responsible for the quality and correctness of the Advertising Material.
3.3 Where the Affiliate wishes to use advertising materials or content other than or in addition to Advertising Materials provided by Suits Me, the Affiliate must seek the agreement in writing, in advance, of Suits Me. Suits Me will respond to the Affiliate’s request without undue delay. Suits Me is under no obligation to agree the advertising materials or content suggested by the Affiliate. Breach of this clause 3.3 by the Affiliate shall constitute a material breach of this agreement.
4. The Affiliate’s Obligations
4.1 For the duration of these terms, the Affiliate shall use reasonable efforts to endorse Suits Me and its services, as well as to refer potential customers to Suits Me.
4.2 The Affiliate is responsible for operating and maintaining Suits Me Advertising Material and all links, in accordance with Suits Me’s Best Practice policy, the latest Suits Me brand guidelines and the terms of this agreement (in particular, clauses 3.3 and 4.5).
4.3 The Affiliate shall ensure that, (including but not limited to, website, blog, email and social media accounts), Suits Me shall not be promoted or in any way displayed or associated with content which promotes, advocates, facilitates or otherwise displays content that is:
4.3. 1 Illegal or unlawful in any way, including promoting or threatening violence, is sexually explicit or offensive.
4.3. 1 Is contrary to Suits Me brand guidelines or best practices as outlined in the branding guidelines.
4.4 The Affiliate will only use the affiliate link on the Affiliate’s platform and any other methods approved in advance by Suits Me. Links will not be passed on to any third parties without written confirmation from Suits Me and any sales of this nature will not be eligible for commission. If Suits Me notifies the Affiliate of misuse of advertising material, then the Affiliate shall take immediate corrective action.
4.5 Where Suits Me provides any Advertising Material to the Affiliate, or approves any advertising material or content, the Affiliate cannot alter, add to or subtract from that advertising material without the prior written approval of Suits Me.
4.6 The Affiliate will not promote or bid on any of the following terms during affiliate activities: Brand name (Suits Me and Suits Me Card) or any misspellings of including Exact, Phrase and Broad Match.
4.7 The Affiliate shall ensure that promotions are fair, clear and not misleading.
4.8 The Affiliate must act immediately upon the reasonable instructions of Suits Me to remove any promotions or content that may be interpreted as misleading.
5. Payment of Referral Fees
5.1 Suits Me shall pay to the Affiliate the Referral Fees for each referred customer meeting the following criteria:
- The referred customer must have applied for a Suits Me account through an affiliate link on the Affiliate’s Platform.
- The referred customer must have signed up to and have a Suits Me account created, having successfully passed Suits Me’s customer due diligence processes.
- The referred customer is not already a customer of Suits Me and has not already been referred by another affiliate (attribution will be awarded on a ‘last click’ basis) and will be deduplicated.
- The referred customer has not closed their account or had their account closed for breaching Suits Me’s terms and conditions within the first 40 days.
- The Affiliate has not breached any of the terms mentioned in this agreement.
- Where Suits Me has paid a Referral Fee in respect of a referred customer who subsequently has their account closed for breaching Suits Me’s terms and conditions, Suits Me shall be entitled to recover that Referral Fee from the Affiliate, including through set-off against future Referral Fees due.
5.2 Referral fees will be paid in accordance with the Payment Schedule.
5.3 All Referral Fee payments will be validated and paid through Impact, and payment is dependent on the Affiliate complying with Impact’s Terms and Conditions.
5.4 Any disputed commission payments should be communicated in writing to Suits Me and we will endeavor to resolve those within 14 days.
6. Confidentiality
6.1 For the purposes of this agreement, “confidential information” about us shall mean all confidential information (however recorded or preserved) disclosed by us or our employees, officers, representatives or advisers to The Affiliate or Affiliate’s representatives in the course of our discussions, including but not limited to any information about us relating to our business, terms, models, performance, projections, products, services, customers, clients, suppliers, marketing, operations, intentions or market opportunities.
6.2 The Affiliate agrees to keep our confidential information private and not at any time to use it or allow it to be used for any purpose other than the performance of this agreement and shall not disclose it (or allow it to be used or disclosed) in whole or in part by or to any third party.
6.3 The Affiliate agrees to only disclose confidential information that is received from Suits Me to employees and agents who need to know such information for the purposes of their work concerning the Suits Me Affiliate Programme, and who are informed of the confidential nature of such information.
6.4 The Affiliate shall ensure that their employees and agents who are exposed to the confidential information maintain the confidentiality of such information; and use commercially reasonable efforts to protect the confidential information against wrongful disclosure, misuse, espionage, and theft.
6.5 Upon request the Affiliate will, at their own expense, promptly destroy or return all confidential information in their possession or control, including all such information that is electronically stored, all reproductions thereof and samples of materials and confirm such destruction in writing to Suits Me.
6.6 The confidentiality undertaking set out above shall not apply to confidential information which is or becomes publicly available (otherwise than by a breach of any obligation of confidentiality) or to any confidential information which is disclosed by either party to the extent required by law.
7. Intellectual Property
7.1 The Affiliate agrees that Suits Me retains ownership rights of all intellectual property supplied in this agreement.
7.2 Both parties grant each other a non-exclusive, royalty free licence for use of their logos, brand names and trademarks for the duration of this agreement.
7.3 Each party guarantees to the other that it owns or is licenced to use all the advertising material and intellectual property supplied.
7.4 The Affiliate agrees to compensate Suits Me for any actions, losses, costs, claims, expenses, and liabilities incurred by Suits Me because of misuse by the Affiliate of Suits Me’s intellectual property.
8. Duration and Termination
8.1 Either party may terminate this agreement at any time with 7 business days’ notice in writing. However, Suits Me reserves the right to terminate with immediate effect in the event that the Affiliate is in breach of the agreement.
8.2 Following termination, the Affiliate will delete and dispose of any advertising material used during their participation in the Affiliate Programme and will no longer be able to use any material across the Affiliate platform.
9. Limitation of Liability
9.1 Neither party limits liability under these terms and conditions for fraud or fraudulent misrepresentation, death or personal injury caused by negligence of employees or subcontractors or any other liability that cannot be limited by common law.
9.2 Suits Me’s total liability for all other claims arising in respect of any action related to the ‘Suits Me Affiliate Programme’ will not exceed and will be limited to the total referral fees paid during the term of this agreement.
9.3 The Affiliate agrees to indemnify Suits Me and keep indemnified and hold us harmless from and against all actions, claims, demands, liabilities, damages, costs, losses or expenses resulting from any breach by the Affiliate of their obligations in this agreement.
10. General Terms
10.1 Nothing in these terms and conditions is intended to or shall be deemed to establish any formal partnership or joint venture between the parties.
10.2 Force Majeure: “Force Majeure” means circumstances beyond the reasonable control of a party, including but not limited to acts of God, war, terrorist action, fire, flood, pandemic, governmental act. Internet or other telecommunications failure. Neither party shall be liable to the other party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a party becomes aware of a Force Majeure event, such party shall immediately notify the other party in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either party may terminate this Agreement by written notice to the other party with immediate effect.
10.3 These terms and conditions make up the entire agreement between the parties and supersedes any previous agreements between the parties, whether verbal or written.
10.4 Suits Me reserves the right to amend these terms and conditions with 7 days’ notice. No amendments made by the Affiliate will be valid unless agreed in writing by Suits Me.
10.5 These terms and conditions and any disputes or claims shall be governed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have exclusive authority to settle any dispute or claim arising from this agreement.
10.6 Audit rights: Each Party agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of one (1) year thereafter. Copies of such records shall be made available to the other party upon written request. An officer of the party supplying the records shall certify the authenticity of the copies
10.7 Each party has the authority and has taken all necessary steps required to agree to these terms and conditions and acknowledges that these terms and conditions constitute the parties’ valid, binding and enforceable obligations.
10.8 Suits Me shall not be responsible for any costs incurred by the Affiliate unless such costs have been agreed by Suits Me, in advance and in writing.