PUBLISHER TERMS AND CONDITIONS (Version 2.5)
To join the pbnpilot.com affilaite program and to become a Publisher, you must first read carefully the following terms and Conditions which govern the Publisher Program (the “Conditions“).
If you accept these Conditions, please click the “I accept these Terms and Conditions” button on registration.
If you do not wish to accept these Conditions, you will not have the opportunity to run as a Publisher and will not be able to use the pbnpilot.com service.
1. DEFINITIONS AND INTERPRETATION
1.1 The following words and expressions when used throughout these Conditions shall have the following meanings:
“Artificial Traffic” means a collective term for invalid Clicks, Leads and Transactions/Sales which may originate from (for example, but not limited to) automatic openings, spiders, robots, adware or spyware, requested in emails or chat rooms, script generators, inserting links on websites other than those specified, Clicks that are not generated by a browser and Clicks that are not preceded by the an act of a consenting Visitor who wishes to be directed to a certain website;
“Click(s)” means the action of opening a link inserted on the Publisher’s website. Once the link is opened, the Visitor is thereby directed to a Linked Website;
“Lead” means a Visitor who has been directed to a Linked Website by way of the Publisher and has gone on to complete a definite act at the Linked Website, for example; making a valid registration, or submitting a valid email address;
“Linked Website” means the website on which the Publisher has inserted a link;
“pbnpilot.com” means pbnpilot.com;
“Publisher” means you, the person who enters into the Agreement with pbnpilot.com which is governed by these Conditions;
“Publisher Program” means a Program that is operated by pbnpilot.com on behalf of a company on pbnpilot.com’s website that the Publisher can join;
“Traffic” means a collective term for valid Clicks, Leads and Transactions/Sales;
“Transaction(s)/Sale(s)” means a completed agreement to purchase a product, service or anything else supplied on a Linked Website by a Visitor, who has been directed to a Linked Website by way of the Publisher;
“Visitor” means any person who Clicks on a link inserted on the Publisher’s website and is thereby directed to a Linked Website;
“Receiver” means any person that has been sent an email into their inbox.
“Website” means pbnpilot.com.
- 1.2 In these Conditions, the following rules shall apply:
- – clause and paragraph headings shall not affect the interpretation of these Conditions;
- – a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns;
- – a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
- – words in the singular shall include the plural and vice versa;
- – a reference to one gender shall include a reference to the other genders;
- – a reference to any party shall include that party’s personal representatives, successors or permitted assigns;
- – any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction;
- – any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. THE SELF-BILLING AGREEMENT
This is an agreement to a self-billing procedure between: Caffeinated Projects Limited and the self-billee (the supplier) to which this agreement relates.
Caffeinated Projects Limited agrees:
- 2.1 To issue self-billed invoices for all supplies made to them by the self-billee (the supplier) until end of contract.
- 2.2 To complete self-billed invoices showing the supplier’s name, address and VAT registration number, together with all other details which constitutes a full VAT invoice.
- 2.3 To make a new self-billing agreement in the event that their own VAT registration number changes.
- 2.4 To inform the supplier if the issue of self-billed invoices will be outsourced to a third party.
By accepting this agreement the self-billee agrees:
- 2.5 To accept invoices raised by the self-biller on their behalf until end of contract.
- 2.6 Not to raise sales invoices for the transactions covered by the agreement.
- 2.7 To notify us immediately if you:
- – Change your VAT number
- – Cease to be VAT-registered; or
- – Sell your business or part of your business
3. THE SERVICE
- 3.1 The Publisher shall be permitted to insert links that are attached to websites which have a Publisher Program registered at pbnpilot.com on its website.
- 3.2 pbnpilot.com may amend, modify, change or terminate its service and/or these Conditions without notice at any time. The Publisher is responsible for keeping itself informed of any such amendments to these Conditions and/or the service by checking regularly the Website and these Conditions.
- 3.3 If any modification is unacceptable to the Publisher, the Publisher’s only recourse is to terminate this Agreement, immediately cease to use the service and delete all links to Linked Websites. The Publisher’s continued participation in the Publisher Program following the date of modification will constitute the Publisher’s binding acceptance of the modification.
4. OBLIGATIONS OF THE PUBLISHER
- 4.1 The Publisher shall be responsible for the content and operation of its website, displaying of links, ensuring the accuracy, completeness etc. of links/adverts/content and shall comply with all applicable laws and regulations (including, without limitation, the E-Privacy Directive 2002/58/EC, The Consumer Protection From Unfair Trading Regulations 2008, The Electronic Commerce (EC Directive) Regulations 2002, The Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection Act 1998) as are in force from time to time.
- 4.2 If the Publisher is an individual, the Publisher shall be at least eighteen (18) years of age. If the Publisher is under the age of eighteen (18), parental or legal guardian consent is required from a person who is at least eighteen (18) years of age for the registration to pbnpilot.com’s service. If the Publisher is yet to reach the age of eighteen (18) and has registered to pbnpilot.com’s service without the aforementioned consent then the Publisher’s registration will be deemed invalid.
- 4.3 The Publisher warrants that any information provided to pbnpilot.com about itself and its website is factually correct, complete, and submitted in due order. The Publisher shall immediately notify pbnpilot.com of any changes regarding its personal information given to pbnpilot.com by updating its information on the Website. If the Publisher is a limited company then the Publisher must provide pbnpilot.com with its registered company name, company number, registered office address, trading address (if different) and VAT registration number (if applicable).
- 4.4 The Publisher warrants that the rights to all information and content on the Publisher’s website belong to the Publisher. If the Publisher does not own the rights to the information and/or content then it warrants that it has obtained the previous consent to its publication from the rightful owner, including all necessary licences and consents. The Publisher also warrants that all information and content on the Publisher’s website does not breach any rights of third parties, including intellectual property rights, and that such information and content is not offensive, prohibited or questionable in any way. Examples of such content include (but not limited to) pornography, xenophobic or hateful content, as well as adware, spyware, Peer2Peer and file sharing.
- 4.5 The Publisher shall not generate, or contribute to the act of generating Artificial Traffic to Linked Websites. This includes, but is not limited to, Publisher self-generated Leads.
- 4.6 The Publisher shall immediately inform pbnpilot.com of any known or suspected wrongful use of a Publisher Program, the Publisher’s links to Linked Websites operating as a part of pbnpilot.com’s service, or of any improper use of pbnpilot.com’s service whatsoever.
- 4.7 The Publisher shall provide a clear and unambiguous notice to visitors to the Linked Website that it may earn remuneration for recommending a company’s product on its Linked Website. The Publisher shall ensure that the Linked Website shall display the earnings disclosure badge in the manner prescribed on https://affiliatedisclosure.com/best-practice.php (as amended from time to time).
4a. OBLIGATIONS OF THE PUBLISHER: For email broadcasts
- 4a.1 All email data collected for third party marketing communications has been lawfully obtained and is compliant with the The Privacy and Electronic Communications (EC Directive) Regulations (2003) (PECR)
- 4a.2 The receiver must have the opportunity to opt out both when they first collect the details, and in every email sent.ICO Guide to Direct Marketing 6th September 2013. Page 31 (126) Organisations must give the customer the chance to opt out – both when they first collect the details, and in every email or text. Organisations should not assume that all customers will be happy to get marketing texts or emails in future, and cannot rely on the soft opt-in rule unless they provided a clear opportunity to opt out first. (127) It must be simple to opt out. When first collecting a customer’s details, this should be part of the same process (e.g. online forms should include a prominent opt-out box, and staff taking down details in person should specifically offer an opt-out).
- 4a.3 Unless otherwise stated email from line, headers and footers must reference the original source of data capture as the sender, or reference a sender that was established at point of registration as a 3rd party. The client/advertiser must not be the only reference in the from line and must be second to sender i.e. From: XYZ list – Advertiser ABC. To comply with the below, recognition of the ‘Sender’ is essential.ICO Guide to Direct Marketing 6th September 2013. Page 20 (76) PECR specifically requires that the customer has notified the sender that they consent to messages from them: On a strict interpretation, indirect consent would not meet this test – as the customer did not directly notify the sender, they notified someone else.
- 4a.4 3rd parties that receive data for marketing purposes must have been specifically named at the original registration point.ICO Guide to Direct Marketing 6th September 2013. Page 21 (79) Indirect consent may therefore be valid if that organisation was specifically named, or if the consent described a specific category of organisations and it clearly falls within that description.
- 4a.5 You must carry out due diligence and check that any data provided is compliant and that you can provide full information if challenged.ICO Guide to Direct Marketing 6th September 2013. Page 22 (83) It is not acceptable to rely on assurances of indirect consent without undertaking proper due diligence, in order to demonstrate consent if challenged. Organisations must ensure that consent was validly obtained, that it was reasonably recent, and that it clearly extended to them or organisations fitting their description.
- 4a.6 Information to provide for a look up to prove consent was obtained.ICO Guide to Direct Marketing 6th September 2013. Page 24 (95) Organisations should therefore make sure that they keep clear records of exactly what someone has consented to. In particular, they should record the date of consent, the method of consent, who obtained consent, and exactly what information was provided to the person consenting.
- 4a.7 You take full responsibility for complaints to regulatory bodies, including the ICO or from recipients resulting from data you have provided, used or selected for use for pbnpilot.com campaigns.
- 4a.8 You take full liability for reimbursement of any fines, received by pbnpilot.com or our Clients, from any regulatory body including the ICO, resulting from any complaint or judgement of non compliance to PECR.
- 4a.9 pbnpilot.com reserve the right to take legal action for damages, financial or to reputation, resulting from non compliant data provided or used by partners for pbnpilot.com campaigns.
- 4a.10 The full ICO guidance document that pbnpilot.com have referred to above can be viewed here: https://ico.org.uk/media/for-organisations/documents/1555/direct-marketing-guidance.pdf
5. OBLIGATIONS OF PBN Pilot
- 5.1 pbnpilot.com shall monitor and catalogue the Traffic generated by the Publisher’s website, in accordance with the service provided by pbnpilot.com.
- 5.2 pbnpilot.comshall pay to the Publisher all amounts due to him arising from these Conditions (‘Remuneration’).
Payment of Remuneration to the Publisher shall be made by pbnpilot.com monthly in arrears, provided that the following conditions are satisfied:
- 6.1 the Publisher has generated legitimate Traffic and that pbnpilot.com has received payment from each company with whose Publisher Program the Publisher is registered; all Remuneration is calculated upon the total Traffic generated up to the end of the month prior to the month of payment;
- 6.2 Subject to clause 6.5, Remuneration will only be made if by the last day of the month prior to the payment date, the Publisher is due an amount of at least fifty (£50) pounds and only if Networtkr has received full payment for these Transactions. Any amount the Publisher is due that is less than fifty (£50) pounds will be carried forward to the next payment date and will be included in the amount to be paid out at the next payment date, provided again that the minimum amount due is at least fifty (£50) by the end of the month prior to that payment date. Any amounts carried over to the next payment date will not accrue any interest.
- 6.3 Payment to the Publisher will be made direct to the Publisher’s bank account, as specified by the Publisher on the Website, detailing the name and branch of the bank, sort code and account number of the Publisher.
- 6.4 The Publisher shall be responsible for the payment of all tax and national insurance contributions (if applicable) to be paid on any Remuneration it receives from pbnpilot.com.
- 6.5 If the Publisher chooses to receive a wire payment and the Remuneration due is less than one thousand pounds (£1,000), this will be carried forward to the next payment and will be included in the amount to be paid at the next payment date, provided again that the minimum amount due is at least one thousand pounds (£1,000) by the end of the month prior to that payment date.
7. LIMITS OF LIABILITY: The Publisher’s attention is particularly drawn to this clause
- 7.1 Subject to clause 7.3, in no event shall pbnpilot.com be liable for:
- 7.1.2 any loss of profit, data or goodwill, nor any indirect, special, incidental or consequential damages incurred by the Publisher arising out or in connection with these Conditions, even if pbnpilot.com have advance notice of the possibility of such damages;
- 7.1.3 costs and damages incurred by the Publisher arising out of or in connection with these Conditions, except to the extent that they are incurred as a result of pbnpilot.com’s negligence in providing its service;
- 7.1.4 any defects in the service, disruption in the accessibility to the service, infringements on data or loss of data on the information handling system;
- 7.1.5 any defects in the security system or viruses or any other malignant software components in pbnpilot.com’s service, or any costs and damages as a result of viruses or components to the service, the Publisher software and/or the Publisher’s website;
- 7.1.6 any error in the implementation of inserting the links on the Publisher’s website, or for the specified function of the links;
- 7.1.7 companies, which have registered Publisher Programs at pbnpilot.com, to carry out their obligations in accordance with their Publisher Programs. Neither will pbnpilot.com be held responsible in any way for any agreements made directly between the Publisher and any such companies; claims against the Publisher for the infringement of any intellectual property rights of any person.
7.2 pbnpilot.com’s total liability arising out of or in connection with these Conditions, shall not exceed the total Remuneration paid or payable to the Publisher under these Conditions in the twelve months immediately preceding the date on which the event giving rise to the most recent claim or liability occurred. Nothing in this condition 6 limits or excludes pbnpilot.com’s liability for death or personal injury resulting from pbnpilot.com’s negligence, or the negligence of pbnpilot.com’s employees, agents or subcontractors; or for any damage or liability incurred by the Publisher as a result of pbnpilot.com’s fraud or fraudulent misrepresentation. pbnpilot.com cannot guarantee the performance of pbnpilot.com’s service or warrant the links to any Linked Websites.
8. TERM AND TERMINATION
- 8.1 This Agreement shall commence upon the date at which pbnpilot.com accepts the Publisher and shall remain until terminated in accordance with these Conditions.
- 8.2 Either party shall be entitled to terminate this Agreement by written notice at any given time. Upon termination, the Agreement will cease and the Publisher shall immediately cease to use pbnpilot.com’s service and delete all links to Linked Websites.
- 8.3 pbnpilot.com reserves the right to immediately terminate this Agreement by written notice and/or suspend the Publisher from pbnpilot.com’s service or from a certain company’s Publisher Program under the following circumstances:
- 8.3.1 if the Publisher breaches any of the terms of these Conditions;
- 8.3.2 if pbnpilot.com considers the Publisher or the content of its website inappropriate in any way;
- 8.3.3 if pbnpilot.com is requested to do so, for whatever reason, by a company to whose Publisher Program the Publisher is registered;
- 8.3.4 if the Publisher acts fraudulently or illegally in any way, or the Publisher is found to be responsible for generating or attempting to generate Artificial Traffic to Linked Websites. This includes, but is not limited to, Publisher self-generated Leads.
- 8.3.5 if the Publisher has failed to generate any valid Traffic in a three (3) month period;
- 8.3.6 if the Publisher is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of its indebtness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step its taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.
- 8.4 In the event that pbnpilot.com suspends the Publisher from a particular company’s Publisher Program, the Publisher shall immediately delete all links to all websites relating to or connected with that particular company’s Publisher Program.
- 8.5 Upon termination of this Agreement, pbnpilot.com shall immediately notify the Publisher by email to the email address provided by the Publisher to pbnpilot.com during the registration process. Upon receipt of the said notification from pbnpilot.com, the Publisher shall be required to immediately cease to use pbnpilot.com’s service and delete all links to Linked Websites.
- 8.6 Upon termination, pbnpilot.com will pay to the Publisher any Remuneration (if any) due to the Publisher at the time of termination. The Remuneration will be paid at the end of the month following termination, subject to any set-off, counterclaim or deduction that pbnpilot.com may have, provided that the Remuneration is at lease fifty pounds (£50). The Remuneration of any Affiliate Gift card will be subject to the discretion of pbnpilot.com.
- 9.1 Without prejudice to any other right or remedy which pbnpilot.com may have under these Conditions, the Publisher shall indemnify and keep indemnified pbnpilot.com against any and all claims, for damages or any other claims for compensation as a result of:
- 9.1.1 the contents of the Publisher’s website or any erroneous information supplied to pbnpilot.com by the Publisher;
- 9.1.2 the Publisher’s improper, negligent or unauthorised use of pbnpilot.com”s service,
- 9.1.3 technical problems or loss of data caused by the Publisher on the Website (or any website to which the Publisher is linked by pbnpilot.com’).
10. RELATIONSHIP OF PARTIES
10.1 pbnpilot.com and the Publisher are independent contractors and nothing in these Conditions shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. The Publisher shall not have authority to make or accept any offers or representations on pbnpilot.com’s behalf.
11. ASSIGNMENT OF THE AGREEMENT
- 11.1 The Publisher may not assign, transfer, charge, mortgage or subcontract its rights or obligations under these Conditions in full or in part to any third party without the prior written consent of pbnpilot.com.
- 11.2 The Publisher agrees that pbnpilot.com may assign its rights and obligations under these Conditions and disclose or transfer information pertaining to the Publisher’s website, email and so forth to any third party.
12.1 The Publisher consents to pbnpilot.com using information given by the Publisher for marketing purposes, the sending of newsletters from pbnpilot.com to the Publisher’s email address, and the publication of the Publisher’s name and web address etc. on the Website. If the Publisher does not want pbnpilot.com to use the Publisher’s data to contact it by electronic means (e-mail, SMS, website) with information about and services similar to those which were or are the subject of a previous sale or negotiation of a sale to the Publisher, please contact us at [email protected]
13.1 If any term of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other terms shall remain in force. If any invalid, unenforceable, or illegal term would be valid, enforceable or legal if some part of it were deleted, the terms shall apply with whatever modifications necessary to give effect to the commercial intention of the parties.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 pbnpilot.com either owns or has the right to make available all copyrights, trademarks, intellectual property rights, know-how or any other rights pertaining to the service or the software necessary for the service. The Publisher does not procure any rights or licences whatsoever under these Conditions, other than a non-exclusive, non-transferable, royalty free licence to use links to Linked Websites, subject to and as specified under these Conditions.
15. FORCE MAJEURE
15.1 Neither party shall be liable for any delay or failure in performing any of its duties or obligations (in whole or in part) where such delay or failure is beyond the reasonable control of that party including without limitation national emergency, war, prohibitive Governmental legislation, embargo, industrial action, breakdown or failure of telecommunications or equipment external to the Services, interruption of or failure by statutory undertakings or other suppliers to supply materials or facilities, act of God, fire, terrorism or otherwise (“Force Majeure Event”).
16. GOVERNING LAW AND JURISDICTION
- 16.1 These Conditions and any dispute or claims arising out of them, or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
- 16.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).
- 16.3 pbnpilot.com shall not be responsible for the legality of pbnpilot.com’s service in other countries other than the United Kingdom. The Publisher shall be responsible for upholding the legality of the use of the service if registered to pbnpilot.com’s service from any other country outside of the United Kingdom.
- 16.4 If any dispute arises in connection with these Conditions, the parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Effective Dispute Resolution (“CEDR”) or such other method of negotiation as to which the parties may agree in writing.
- 16.5 To initiate the mediation, one party must give notice in writing (the “ADR Notice”) to the other party requesting mediation. A copy of the ADR Notice should be sent to CEDR. The requested mediation is to take place no later than fourteen (14) days after the giving of the ADR Notice. Should any issue arise upon which the Parties cannot agree within fourteen (14) days after the giving of the ADR Notice, it will be then that CEDR (or such other mediation body to which the Parties may have agreed) will decide the issue on behalf of the Parties, having consulted with both of them.