This Operating Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Falk Culinair UK Partner Programme.
The terms and provisions of this Operating Agreement are incorporated by reference in the Partner Programme Application. As used in this Agreement, "we/us/Falk/Falk Culinair UK" means Culinary Concepts Limited trading as Falk Culinair UK, and "you/the affilate" means yourself, the applicant. "Website" means a World Wide Website, and dependent upon the context used, refers to either our site or to your site. "The Programme" refers to the Falk Culinair UK Partner Programme.
To start the enrolment process you will need to complete and return the application form. We will examine your application and notify you of your acceptance into, or rejection from, the Programme. Acceptance into the Programme is based upon the determination by us of your suitability for affiliation. We will have sole discretion in determining suitability for inclusion in the Programme.
Examples of unsuitability include, but are not limited to, websites that:
Upon acceptance into the Programme, we will provide you with the graphics and other information you will need to complete the enrolment. If we reject your application, you are welcome to re-apply at any time.
We will make available to you one, or more, hyperlinks that will navigate visitors to the Falk Culinair UK website (the "Affiliate Links").
It is your responsibility to implement the Affiliate Links as provided in this Agreement. The accuracy of this information is your responsibility and inaccurate information will result in lost referral fees with no recourse.
Affiliates may not utilise the Falk Culinair name, marks or brand on a stand alone basis or other than as set forth below, in any online promotion, search engine, or search engine optimisation scheme or device. This includes but is not limited to use of the Falk name in the meta tags on your Website, excessive use of the Falk name on your Website for the purposes of advanced placement in organic search or use of the Falk Culinair name in any pay for placement search string.
Affiliates are not allowed to bid on the phrase "Falk Culinair" within their PPC activity. This restriction includes mis-spellings (and typos) of the brand name.
Affiliates are allowed to link their PPC activity directly to the Falk website: www.falkculinair.co.uk. If affiliates wish to direct traffic through to their own site then their domains must not include the word "Falk". This restriction includes mis-spellings of the brand name.
We may, on occasion and in our discretion, make available a selection of featured items. Graphics and links directly to these items on the Falk Culinair UK website may be provided by us, in our discretion, as the occasion arises. These will typically be limited-time offers, and it is your responsibility to remove these links when the expiration date is reached. Failure to remove expired links on a timely basis may result in the loss of referral fees, or cause you to be dropped from the Programme. Use of any Falk Culinair UK offer not specifically designed for the affiliate programme such as coupon codes is prohibited.
Customers who purchase products through the Programme will be deemed to be customers of Falk Culinair UK. Our policies, and procedures regarding customer orders, customer service and product sales will apply to those customers. We reserve the right to change said policies and operating procedures at any time.
Falk Culinair UK will process all product orders placed by customers who follow any Affiliate Link to us from your website. We reserve the right to reject orders that do not comply with any requirements we may periodically establish, in our discretion. We will be responsible for all aspects of order processing and fulfilment. We will process payments, cancellations, returns, and handle all aspects of customer service.
We will track sales made to customers who purchase products using any Affiliate Link from your website to ours and will provide you with reporting tools summarising such sales activities. To allow accurate tracking, reporting, and accrual of fees, you must ensure that all the Affiliate Links between your site and our site are properly formatted.
Falk Culinair UK will pay you a referral fee on qualified product sales to third parties that are not affiliated with you. For a sale to be classified as a "qualified product sale", the third party must follow an Affiliate Link from your website to our website and select and purchase one of our products, and remit full credit card approved payment to us. Any product purchased during a subsequent visit to our site, will also be considered a "qualified product sale". Products that are entitled to earn referral fees under the above set rules are hereinafter referred to as "Qualified Products".
The Partner Programme is intended for use only by visitors to your website. Inasmuch as the Partner Programme was never intended to operate as a discount programme, you and persons that are affiliated with you may not purchase products through the Programme for your or their own use. Such purchases may result (in our discretion) in the withholding of referral fees or the termination of the Agreement. All purchases of Falk Culinair UK products by you and persons that are affiliated with you must be made through channels other than the Affiliate Programme and other than the Affiliate Link.
You will earn referral fees based on the sale price minus VAT of Qualified Products according to the price schedules periodically established by us. We reserve the right to modify these schedules at any time. "Sale price" means the actual price paid to us by the third party for the Qualified Product as listed on our website at the time of purchase, excluding costs for delivery and packing or any special handling.
Falk Culinair UK will pay 10% of the actual sale price minus VAT of all Qualified Products sold, excluding the costs of delivery and packing, or special handling, as a referral fee to the originating affiliate website.
We will pay referral fees on a monthly basis, on, or before the 10th (tenth) calendar day of each month.
Payment will be in settlement of any referral fees accrued up until the end of the preceding calendar month. Payment will made be in GB pounds sterling.
You may opt to receive payment by bank transfer directly to any nominated bank account in your name held at a bank, or other financial instution, within the United Kingdom which has a sort code issued by the Payments Council, or via Paypal which may deduct a handling and/or processing fee from the payment. Where no bank account, or Paypal account details are provided, payment will be issued by cheque posted to you by ordinary letter post.
If you are registered for VAT, we will add this to the referral fee at the prevailing rate, subject to receiving a valid VAT invoice from you.
If you operate your affiliate activities as a UK VAT registered business, you (the "Self-billee") agree to: (a) accept invoices prepared by Culinary Concepts Ltd (the "Self-biller") on your behalf until the end of the contract; (b) not to raise sales invoices for the transactions covered by this agreement; (c) to notify us immediately if you: (i) change your VAT registration number; (ii) cease to be VAT registered, or (iii) sell your business, or part of your business.
We grant you a non-exclusive, revocable and non-assignable right to use the images for which we grant written permission, solely for the purpose of identifying your site as a participant in our Partner Programme and to assist in generating product sales. You may not modify any of our images in any way. We reserve all rights in the images, used by you in connection with the Programme, including trade names, trademarks, service marks, logos, and all other intellectual property rights of Falk Culinair UK (collectively, the "Marks").
You will acquire no proprietary rights to any Marks by virtue of this Agreement and your use of any Marks will inure solely to the benefit of Falk Culinair UK. You also agree not to use any other trademark, service mark, symbol, term or phrase in close proximity to any of the Marks or in any manner that tends to create or does create any form of composite mark. You will use the ®, "™", "SM" or other appropriate symbol in connection with the Marks, as specified by us, and will maintain a high quality of lettering style and design for any uses of any of the Marks. You will cease all uses of the Marks upon termination of this Agreement.
You will be solely responsible for the development, operation and maintenance of your website. You are solely responsible for all materials that appear on your website.
We disclaim all liability for these matters. Further, you agree to indemnify and hold us harmless from all claims, damages, losses, costs, and expenses (including, without limitation, legal and court costs) relating to the development, operation, maintenance, and contents of your website.
The terms of this Agreement will begin upon our acceptance of your Partner Programme application and will end when terminated, in writing, by either party. Either party may terminate this Agreement and the affiliate relationship at any time, with or without cause, by giving the other party written notice of termination.
You are only eligible to earn referral fees on qualified product sales occurring during said term, and the fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement at any time, and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, but are not limited to, changes in referral fees, fee schedules, payment procedures, and Programme rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PARTNER PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
The relationship between the parties to this Agreement is that of independent contractors. Participation in the Falk Culinair UK Partner Programme does not create any employer/employee, partnership, joint venture, agency, or franchise relationship.
The affiliate has no authority to represent Falk Culinair UK or to make or accept offers on its behalf. The affiliate is legally and wholly responsible for all content posted on the affiliate's website (including but not limited to intellectual property rights, trademarks, copyrights, libellous or illegal materials) and will indemnify and hold Falk Culinair UK harmless from all expenses, damages, losses, costs (including legal fees and court costs) and claims relating to the affiliate's site and content thereon. The affiliate relationship is not transferable. No statement may be made on the affiliate's website or in person to contradict this section.
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PARTNER PROGRAMME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAMME WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
We make no express or implied warranties or representations with respect to the Programme or any products sold through the Programme (including, but not limited to, warranties of fitness, the implied warranty of merchantability and non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND BY COMPLETING THE PROGRAMME APPLICATION FORM YOU AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
We may identify you or your website as a participant in the Programme without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic.
You may not assign this Agreement by operation of law or otherwise, without prior written consent from us. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified as specified in Section 13 above.
This Agreement shall be governed by, construed and enforced in accordance with the law of England and Wales to the jurisdiction of which the parties hereto submit.
Last updated: 01 September 2012.