1 Nature of the Affiliate Service
1.1. Sach Capital Limited operates a website that allows third parties (‘Visitors’) to access information and/or enter into agreements with Sach Capital Limited. If Visitors enter into agreements facilitated by the Affiliate Service, this will be with Sach Capital Limited rather than with Affiliate. Sach Capital Limited will indemnify Affiliate against all claims from Visitors related to the performance of this agreement.
1.2. Affiliate will provide services to Sach Capital Limited consisting of attracting identified Visitors who wish to enter into an agreement with Sach Capital Limited (hereinafter: the ‘Affiliate Service’); Sach Capital Limited will pay Affiliate a fee for this Affiliate Service.
1.3. By entering into this agreement, the parties are not forming a partnership, general partnership, public partnership, joint venture, or equivalent partnership. Neither party will be authorised to enter into agreements on the other party’s behalf.
1.4. Affiliate expressly makes no commitment whatsoever and provides no guarantee whatsoever as regards Visitor numbers, agreements entered, and the like.
2 Promotion by Affiliate
2.1. Affiliate will be authorised to carry out promotional activities for the Affiliate Service, which it may do as it sees fit within the provisions of this article.
2.2. In these promotional activities, Affiliate will use all the materials contained on Sach Capital Limited ’s website, unless Sach Capital Limited has indicated that this is excluded for specific materials. Furthermore, Sach Capital Limited ’s trade name, brand name and logo may be used, but in an unchanged format, and Sach Capital Limited will be entitled to set reasonable terms for the manner of presentation. Sach Capital Limited indemnifies Affiliate against any and all third-party copyright claims relating to these materials.
2.3. Affiliate will not be authorised to:
• carry out promotional activities on websites or services of an illegal nature,
• carry out promotional activities using electronic communication by e-mail, text/SMS or a similar medium (‘spam’), if this occurs without the legally required opt-in,
2.4. Affiliate will not make any statements regarding Sach Capital Limited ’s range of products/services that are inaccurate or that violate relevant laws, e.g. laws relating to comparative advertising, unfair trade practices, or consumer rights.
2.5. If Sach Capital Limited has a reasonable suspicion that Affiliate is acting contrary to the provisions of this article, it will notify Affiliate accordingly. Affiliate and Sach Capital Limited will then consult with one another to determine how Affiliate’s actions must be changed.
3 Compensation for the Affiliate Service
3.1. Sach Capital Limited will pay Affiliate an amount of 25 per cent of the price of the agreement signed by a Visitor for each identified Visitor who actually enters into an agreement with Sach Capital Limited.
3.2. Compensation is payable if the Visitor’s first visit can be traced back to Affiliate.
3.3. No compensation will be payable if the introduction of the Visitor took place following the date of termination of the agreement. However, compensation will be payable if only the consent referred to in the following paragraph was granted after this date.
3.4. Sach Capital Limited will only be entitled to refuse compensation based on valid reasons. ’Valid reasons’ apply in the following events: • if there is fraud involved • if the Visitor (e.g. pursuant to e-commerce laws) has terminated the agreement with Sach Capital Limited for valid reasons • If Affiliate does not adhere to the price per product communicated on https://traders.mba without written consent.
4 Billing and payment
4.1. Compensation payable will be paid quarterly, with a threshold of £2000 minimum earnings.
4.2 Earnings not paid because of this threshold will be moved to next quarter.
4.2. Sach Capital Limited will issue a credit invoice to Affiliate. This invoice will be in electronic format.
4.3. The term of payment for the credit note is net 30 days following the date stated thereon.
5.1. In order to determine the results, Sach Capital Limited will include a detailed report on the basis for the compensation on the credit note.
6 Limitation of liability
6.1. Affiliate will only be liable to Sach Capital Limited for direct loss or damage resulting from attributable failure to comply with the agreement.
6.2. No liability shall exist in any manner whatsoever for any indirect loss (including consequential loss, loss of income and profit, loss of data and non-material loss).
6.3. The maximum loss amount for which Affiliate is liable is equivalent to the total compensation that has become due and payable during the three months prior to the time of the loss-incurring event.
7 Term and termination
7.1. This agreement is entered into for an unlimited period.
7.2. Both parties will be authorised to terminate the agreement at any time.
7.3. Following termination of the agreement, Sach Capital Limited will pay the outstanding amount in compensation in accordance with Article 4.
8 Disputes and applicable law
8.1. This agreement is governed exclusively by UK law.
8.2. Any disputes between the parties that cannot be settled amicably will be submitted to the competent UK courts
9 Amendments and additions
9.1. Any general terms and conditions of Affiliate will not form part of the agreement unless stated otherwise.
9.2. If any provision of the agreement are found to be contrary to applicable law, this provision will be amended such that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision.
9.3. Sach Capital Limited will be authorised to amend the agreement with new Terms and Conditions. These amendments or additions will become effective sixty days following notification to Affiliate.
9.4. If Affiliate chooses not to accept an amended or completed term/condition, it shall terminate the agreement within these sixty days. If Affiliate fails to do so, it shall be deemed to have given its approval of the amended or additional term(s)/condition(s).
10 Other provisions
10.1. Without prior consent, the parties will not provide any information and/or make any statements to third parties regarding the contents of the agreement, the partnership between the parties or the results of the Affiliate Service.
10.2. Affiliate will not be authorised to transfer this agreement and all its rights and obligations arising therefrom to a third party without the express consent of Sach Capital Limited. Both parties will be authorised to transfer this agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this agreement is subject.
10.3. The version of any communications between the parties received by or stored by Sach Capital Limited will be deemed to be the authentic version, unless Affiliate can demonstrate that this version is not authentic.
Traders MBA is the Trading Name of Sach Capital Limited. A company registered in England and Wales with Company Registration Number 08869885. Registered office address: First Floor, Telecom House, 125-135 Preston Road, Brighton, England, BN1 6AF. Sach Capital Limited is registered with the London Stock Exchange Group with LEI number 213800JRL7O2CN71JC26.