We are Snippick Pty Ltd, a company registered in Reservoir, VIC, Australia.
You are: any person who signs up to be an affiliate or any person with whom we make an arrangement for payment on sales introduced by you.
These terms and conditions regulate the business relationship between you and us. If you sign up as an affiliate, you agree to be bound by them.
These are the agreed terms:
||means a Visitor who joins our Affiliate programme direct from your web site. It also includes you.
||means any material in any medium supplied by us for use by you in promoting the Goods or Services or linking to our web site.
||means the money paid by us to you under the terms of this agreement.
||means the period starting on the date a Visitor becomes a Tagged Visitor.
||means all information about us and about you. It includes among other things: information about our staff, their personal contact information, our businesses, methods of doing business, future plans, policies, suppliers and customers. It includes information about supplier’s agents distributors and customers. It includes information about the Intellectual Property.
||means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes Content Posted by you.
||means Content Posted by you.
||means all of the goods offered for sale by us on our website.
||means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
|“Customer / Member”
||means a Visitor who pays us for Services / Goods.
||means all of the hardware and software installation that enables our website to function.
||means the day each month by which we shall have paid Commission due to you.
||means place on or into Our Website any Content or material of any sort by any means.
||means the reports automatically prepared on Our Website for the purpose of providing to you statistics relating to Tagged Visitors and sales.
||means all of the services offered for sale by us on Our Website.
||means a Visitor who at any time is recorded by us as having reached our Website directly by way of a link from Your Site and with the intention of visiting our Website.
||means anyone who visits our Website.
||means the site on which you place one or more links to our Website and through which we tag Visitors from you.
In this agreement unless the context otherwise requires:
- A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
- any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
- any obligation of any person arising from this agreement may be performed by any other person;
- in this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
- the headings to the paragraphs to this agreement do not affect the interpretation;
- all money sums mentioned in this agreement are calculated net of necessary tax, which will be charged when payment is due.
- a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
- in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated £30 per hour.
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
- Conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
- As an exception to the last previous sub paragraphs, the parties do rely on information provided in writing as follows:
Relationship of parties
- This agreement does not create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for.
- Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
- The Commission rate is 5%.
- The Commission Period is every month where minimum pay out of £30 applies.
- Pay Day is the 10th day of the month following The Commission Period.
- We will pay you Commission on each sale we make from Our Website from a Buyer who reaches Our Website directly from your website or from an affiliate link you generated from Our Website.
- You register as an affiliate by completing the online form. By confirming your registration on that form you agree to be bound by all the terms and conditions set out in this agreement.
- This agreement covers only our affiliate programme. When viewing or using our site, you will have to join, as any other member would.
- Please do not enroll if Your Website is unsuitable as we will immediately terminate the agreement. See below for a list of some of the types of unsuitable sites.
Commission calculation and payment
- We will pay Commission on or before the Pay Day in respect of all Commission credited in the previous month.
- Commission is calculated at a flat rate on every sale.
- Commission is calculated in Pound Sterlings (GBP).
- Commission is inclusive of any tax payable by you to any authority. If we become liable at law to deduct tax before payment to you, we shall do so, paying the net amount to you.
- Commission cheques will be despatched by standard post on or before Pay Day each month in respect of Commission due for sales made in the previous month.
- If the amount due to you is less than £30 in any month, the amount due will be carried forward to the following month repeatedly until the cumulative amount due exceeds £30.
- Commission shall not be payable in respect of a Visitor who is first tagged by us as having reached our Website from a Website owned by some other person than you.
- Commission shall be payable by us to you in respect of all qualifying actions by Tagged Visitors within the Commission Period.
Merchant tracking and Reports
- We undertake to set up our affiliate Programme so as to:
- tag the identity of all Visitors from Your Website;
- record all sales made to Tagged Visitors within the Commission Period;
- record the cumulative amount of Commission due to you for any time period you choose;
- record the history of payments of Commission made to you;
- We undertake to provide password protected access to you to the Reports.
Changes to this agreement
- We reserve the right to change this agreement at any time and in any way. A change will take effect when we Post it on our Website. If you continue to send Visitors to our Website, that will be taken as acceptance of the new terms. However, we do undertake to give you at least 1 week notice of any proposed change in the Commission rates.
- We reserve the right to change the contract to prospective Members / Customer at any time and without notice to you, even if this affects your earnings. This includes change to prices, operating procedures and site layout and organisation.
Refunds, charges back and bad cheques
- If a payment is later charged back by a merchant service provider or refunded to a Member / Customer or if a Member’s / Customer's cheque does not clear, then Commission paid to you for that transaction will be repayable and will become a debt due by you.
Content you Contribute or Post to Our Website
So far as you Post any Contribution on our website, you agree that you will not:
- use or allow anyone else to use our Website to Post a Contribution which is or may:
- be malicious or defamatory;
- consist in commercial audio, video or music files;
- be software which assists in or promotes: emulators, phreaking, hacking, password cracking, IP spoofing;
- be illegal, obscene, offensive, threatening or violent;
- be sexually explicit or pornographic;
- promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation or age;
- be likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
- solicit passwords or personal information from anyone;
- be used to sell any goods or services or for any other commercial use;
- be used to send any communication by automated email or otherwise;
- include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as
- be incomplete or inaccurate or submitted otherwise than as requested by Our Website;
- request personal information from other users nor Post any unnecessary personal information about you or any user without his permission.
- link to any of the material specified above, in this paragraph;
- use our Website for spamming. Spamming includes, but is not limited to:
- the bulk sending of unsolicited messages, or the sending of unsolicited emails which provoke complaints from recipients;
- the use of distribution lists that include people who have not given specific permission to be included in such distribution process;
- excessive and repeated Posting off-topic messages to newsgroups;
- sending age-inappropriate communications or Content to anyone under the age of 18.
- use Our Website in a way which violates the law of any country in which we operate, or which fails to comply with accepted Internet protocol;
- assign, transfer, or authorise any other person to use, your membership. If you try to do so, we have the right to terminate your membership / contract / this agreement.
Contributions Posted by you
You now confirm that:
- you own all of the Contributions you Post;
- you understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Contributions having been Posted by you;
- you will not resell, or make commercial use of the Snippick Service without our express written consent;
- you will immediately notify us of any security breach or unauthorised use of your account.
- you accept all risk and responsibility for determining whether any Contribution is in the public domain and not confidential.
- you grant to us the right and licence to edit, copy, publish, distribute, translate and otherwise use in any medium and for any purpose any Contribution that you place on our website, throughout the World and in any medium. You represent and warrant that you are authorised to grant all such rights.
- you agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Contribution as provided in the Copyright Act 1968.
- you now irrevocably release Snippick from any right or claim of yours arising out of or in connection with any item of feedback, rating or other Contribution Posted by you.
Security of our website
You agree that you will not, and will not allow any other person to:
- violate or attempt to violate any aspect of the security of our website;
- modify, copy, or cause damage or unintended effect to any portion of our website, or any software used within it. You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
- link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website or its Content or use of it;
- use data mining software, robots, or similar data gathering and extraction tools on our website;
- for any purpose use our name, any proprietary information (including images, text, page layout, or form) of ours or of our affiliates in any way and in particular to entice search robots to some other website;
- use Our Website in any way that causes, or is likely to cause, Our Website or access to it to be interrupted, damaged or impaired in any way.
- When you link to our site, you must not at any time use a technology which results in “framing”, pop-up windows, interstitial pages or advertisements, or similar techniques. Despite the above terms, we now grant a licence to you to create a hyperlink to our website or share a link of our website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Snippick logo or other proprietary graphic or trademark as part of the link without our express written consent.
Merchant controls Visitor data
- We shall be solely responsible for [order / Membership Fee / payment processing, renewal payment processing, cancellations and refund processing], and related Member / Customer services even when the link to our Website is a co-branded page on Your Website.
- All personal information about Members / Customers collected by us is owned solely and exclusively by us.
Publicity and affiliate Tools
- You will not create, publish, distribute or permit any written material that makes reference to us without first having obtained our written consent.
- You agree that you will not without our prior approval in writing use any written or other means of promoting referrals to us except the material comprising affiliate Tools.
- Affiliate Tools consisting of text may be changed with our permission. Tools comprising graphics may not be changed.
- We are under no obligation to provide additional marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any material on Your Website.
- You are responsible for the correct formatting, presentation and sharing of the dynamic links to our Website through which Commission will be recorded.
Duration and termination
This agreement shall continue until terminated:
- by passing of time 36 months from today; or
- by one week’s notice in writing by either of us to the other; or
- immediately by us if we decide (in our sole discretion) that Your Website is or has become unsuitable. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities, or violate intellectual property rights. If we terminate the agreement under this paragraph we does not have to give you any reason; or
- immediately by either of us if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it.
At and after termination
When this agreement terminates:
- All rights and licenses granted to you in this agreement shall immediately terminate.
- You will immediately stop using the Affiliate Tools and (where applicable) will remove them Your Website.
- You will remain entitled to all Commission earned on or before the date of termination.
- If we continue to receive payments from Tagged Visitors after termination of this agreement, this will not constitute a continuation or renewal of this agreement or a waiver of termination.
- You will immediately return to us all copies of all Confidential Information in your possession and will cease to use the Intellectual Property.
- You will not be entitled to Commission for sales made by us after the date of termination.
- We may withhold from you the final payment of Commission for a reasonable time to ensure that the correct amount is paid.
- All claims or actions that one party has against the other shall remain intact despite termination.
You agree that at all times you will:
- not to cause or permit anything which may damage or endanger our title to the Intellectual Property.
- notify us of any suspected infringement of the Intellectual Property;
- indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
- on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by the Company in writing;
- not use any name or mark similar to or capable of being confused with any name or mark of ours;
- not use the Intellectual Property except directly in our interest.
We both agree that we will:
- keep all records of the Confidential Information in all media separate from other records;
- use his best endeavours to keep confidential (and to make sure that his employees and agents shall keep confidential) any Confidential Information which he or they may acquire.
- not store, copy, or use the Confidential Information in any place or in any electronic form which may be accessible to any other person except an authorised person.
- not use or disclose Confidential Information except with the consent of the other of us.
- from today until the expiry of five years from the termination of this agreement, keep the Confidential Information secret and not divulge or make it known to anyone nor use it for the benefit of himself or any other person.
This paragraph does not apply to disclosure:
- made with the consent of the proper officers of the Company or under the authority of the board or by order of the court.
- of information or knowledge which comes into the public domain otherwise than by reason of our or your default.
- as may be necessary for the advancement of the business of either of us.
The obligations set out in this paragraph shall continue to be fully effective indefinitely even if either party as recipient has destroyed or returned the
- We hereby grant to you a non-exclusive, non-transferable licence, during the term of this agreement, to use the Intellectual Property solely to promote the Goods and Services.
This license cannot be sub-licensed, assigned or otherwise transferred by you.
The provisions of this paragraph shall survive any termination of this agreement for a period of 5 years from termination.
You indemnify us
You agree to indemnify us against all costs claims and expense arising directly or indirectly from:
- any claim representation or warranty made by you in connection with us or the Goods or Services; or
- your failure to comply with the law of any country; or
- the Posting by you of any content on Your Website; or
- the sending by you of any messages from Your Website which are of an objectionable nature whether or not you define them as “spam”; or
- any use of Your Website for a purpose forbidden by this agreement;
Interruption to the Service
- If we believe in our absolute discretion that it is necessary for us to interrupt the Services we may do so without notice to you.
- You acknowledge that the Services may also be interrupted for reasons beyond our control.
- You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to the Services.
- So far as is permitted by law of Australia, all implied conditions, warranties or other terms are excluded from this agreement.
- Our Website and our affiliate services are provided “as is”. We make no representation or warranty that they will be:
- useful to you;
- of satisfactory quality;
- fit for a particular purpose;
- available or accessible, without interruption, or without error;Nor that use of the Service or the exercise of any right granted under this agreement will not infringe any other intellectual property or other rights of any other person; or
- Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.
- We are not liable in any circumstances for special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of our website.
- We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website or receive directly from a third party as a result of an introduction via Our Website.
Limitation of liability
- You agree that we are not liable to you in any circumstances for any sum of money except the Commission due under this agreement. But if, and only if, in any jurisdiction, this sub-paragraph is deemed to be void, then the following sub-paragraphs shall apply in its place.
- The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:
- any breach of our contractual obligations arising under this agreement; and
- any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.
- Any act or omission on our part falling within this paragraph shall be known as an ‘Event of Default’.
- Our entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Commission paid or payable by us under this agreement for the last previous one year.
- If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.
- You agree to give us not less than 28 days in which to remedy any Event of Default.
- Nothing in this paragraph shall give you any right or remedy to which you would not otherwise be legally entitled.
- We shall not be liable to you for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill
- even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring it.
- Nothing in this agreement excludes liability for a Party's fraud.
- The schedules, if any, to this agreement are part of the agreement and have the same force and effect.
- No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
- So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by standard post or recorded delivery or by fax or by e-mail.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- If sent by fax to the correct number: within 24 hours;
- If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party.
- In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement.
- The validity, construction and performance of this agreement shall be governed by the laws of Australia and the state of Victoria. Any dispute arising in connection with this agreement shall be subject to the exclusive jurisdiction of the State of Victoria and Australian courts.
We thank you for your interest in becoming our affiliate.