Affiliate Agreement | Suited Tutor Knowledge Base

Agreement Interpretation and Definitions

This Affiliate Agreement (hereinafter referred to as the "Agreement") is made and effective on June 14th, 2024, between Suited Tutor Ltd, having its registered office - situated at 4 Nunnery Close, Oxford, OX4 6EG, UK, referred to as the "Company", and the prospective or existing customers, (such as 'Parents', 'Students', 'Tutors', 'Course Creators' or 'Social Media Influencers'), of Suited Tutor Ltd, hereinafter referred to as the "Affiliate" or "Affiliate Partners". Each of these may be referred to as a Party and collectively referred to as the “Parties.”

Definitions

"Affiliate" means an individual or business entity that is legally bound by this Agreement to promote the Company's products or services to its best interest and direct potential customers or clients to the Company's website or sales team.
"Qualified Sale" or "Qualified Purchase" means a sale of the Company's digital products or services to a customer, referred by the Affiliate, where the customer has paid in full for the products or services and such sale has been confirmed by the Company.
"Affiliate Commission" means the monetary compensation that the Company pays to the Affiliate for each Qualified Sale, as set forth in Exhibit A.
"Affiliate Link" refers to the unique tracking link provided by the Company to the relevant Affiliate, for the purposes of tracking referrals and calculating Affiliate Commissions.

Duties and Obligations

"Affiliate Partner" or "Affiliate" Duties: The Affiliate Partner agrees to perform the following duties:

The Affiliate Partner agrees to promote the Company's products or services, using the allocated or designated Affiliate Link, in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations;
The Affiliate Partner agrees not to make any false, harmful or misleading statements about the Company's digital products or services;
The Affiliate Partner agrees to use the Affiliate Link in a manner that does not negatively impact the Company's reputation or brand image, in any shape or form; and
The Affiliate Partner is solely responsible for any expenses incurred, (if any), in connection with the promotion of the Company's products or services and the use of the Affiliate Link.

"Company" Duties: The Company agrees to perform the following duties:

The Company will provide the Affiliate Partner with the relevant Affiliate Link and any necessary promotional materials, to effectively promote their products and services;
The Company will provide necessary training and support to the Affiliate Partner to enable them to fulfil their obligations under this Agreement effectively and seamlessly;
The Company will track the customers referred by the Affiliate Partner using the Affiliate Link and calculate the Affiliate Commissions due to the Affiliate; and
The Company will pay the Affiliate Commissions to the Affiliate Partner, in accordance with the terms set forth in Exhibit A.
The relationship between the Company and the Affiliate shall not be deemed as an employee or agent, other than for the specific purpose of this Agreement. Neither party will incur any type of debt in the other party's name.

Affiliate Commissions

Commission Structure: The "Company" will pay the "Affiliate Partner" or "Affiliate" a commission for each "Qualified Sale" or "Qualified Purchase". The commission structure, whether it be a fixed amount, percentage of the sale, or other structure, is detailed in Exhibit A.
Payment Frequency and Timeline: The "Company" will calculate Affiliate Commissions on a monthly basis and will issue payments within x 10 days - after the end of the previous calendar month, in which the "Qualified Sale" or "Qualified Purchase" was finalised. For example, the Company will review the Affiliate's sales by the end of June and will process the Affiliate's earnings (no later than) July 10th.
Deductions and Withholdings: The "Company" reserves the right to withhold or deduct Affiliate Commissions under certain or exceptional circumstances, including, but not limited to, refunds issued to customers, cancellations of Qualified Sales, returns, or in the event of any breach of this "Agreement" by the "Affiliate Partner".
Reporting: The "Company" and the "Affiliate Partner" can monitor the total number of transactions, derived from the Affiliate's designated/populated link, detailing the Qualified Sales or Qualified Purchases, along with the calculation of the Affiliate Commission for each of these sales, and any withholdings or deductions made.
Taxes: The Affiliate Partner is solely responsible for any and all taxes associated with the receipt of the Affiliate Commissions, derived from the promotion of the Company's digital goods or services.
Dispute Resolution: In the event of any dispute over the calculation or payment of the Affiliate Commissions, the "Parties" agree to work in good faith to resolve collectively the dispute. If the dispute cannot be resolved internally, the Parties agree to resolve the matter through a mutually agreed-upon third-party mediator.
Terms and Conditions, including Alterations: The Company fully retains the right to alter the terms and conditions of the Affiliate Commission as outlined in Exhibit A, at its sole discretion and with reasonable notice to the Affiliate Partner.

Confidentiality

Definition: "Confidential Information" means any information that a Party ("Disclosing Party") discloses to the other Party ("Receiving Party") that is either designated as confidential at the time of disclosure or should be reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, customer lists, financial information, marketing strategies, non-public information relating to products or services, and other proprietary information.
Non-Disclosure: The "Receiving Party", (such as prospective or existing customers), agrees to keep all Confidential Information highly and strictly confidential. The Receiving Party will not disclose or make available any Confidential Information to any third party, without the prior or explicitly written consent of the Disclosing Party, such as the Company. The Receiving Party will use the Confidential Information solely for the purpose of performing its obligations under this Agreement.
The obligations under this section will not apply to any Confidential Information that: was already lawfully known to the Receiving Party at the time of disclosure; is disclosed to the Receiving Party by a third party who had the right to disclose it; is publicly available through no fault of the Receiving Party; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Required Disclosure: If the Receiving Party is required by law, court order, or any government or regulatory authority to disclose any of the Confidential Information, it will give the Disclosing Party prompt written notice of such requirement before the disclosure and, if possible, enough time to contest the disclosure.
Return of Confidential Information: Upon termination of this Agreement, or upon the Disclosing Party's request, the Receiving Party will return all Confidential Information and all copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it.
Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of the Confidential Information of the Company will survive termination of this Agreement and continue until such time as the Confidential Information becomes public knowledge other than through the Receiving Party's breach of this Agreement.

Intellectual Property

Ownership: The "Affiliate Partner" or "Affiliate" acknowledges that the "Company" and its licensors own exclusively all rights, title, and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in this Agreement gives the "Affiliate Partner" or "Affiliate" any right, title, or interest in the service(s), product(s) or any associated trademarks, except the right to promote, sell or service the service(s) or product(s) in accordance with this "Agreement".

Terms and Agreement Termination

Term: This "Agreement" shall commence on the date first set forth above and will continue indefinitely unless and until terminated by either Party.

Termination without Cause: The "Company" may decide to terminate this Agreement without cause, upon providing thirty (30) days' prior written notice to the other "Party", (referring to the "Affiliate Partner" or "Affiliate"). Upon termination without cause, the terminating party is under no obligation to provide reasoning for the termination

Termination with Cause: Either "Party" may terminate this Agreement immediately upon written notice if the other Party:

Breaches any material term or condition of this "Agreement" and fails to cure such breach within thirty (30) days after receipt of written notice of the same, unless such breach is such that it cannot be cured within thirty (30) days, in which case the breaching Party shall commence such cure promptly after receipt of such notice and continuously pursue such cure to completion;
Becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise ceases to do business; or
Fails to comply with any applicable laws or regulations, or act upon conflicting interests, which may harm the reputation or business of the other Party.

Effect of Termination: Upon termination or expiration of this "Agreement" for any reason:

The rights granted to the "Affiliate Partner" or "Affiliate" under this Agreement will immediately cease;
The "Affiliate Partner" or "Affiliate" must promptly discontinue all promotion of the Company's products or services; and
Any fees owed to either Party at the time of termination or expiration will be paid according to the terms of this Agreement.

Survival: The rights and obligations of the "Parties" set forth in this Section, (Terms and Agreement Termination), and any right, obligation, or required performance of the "Parties" in this "Agreement" which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

General Provisions

Governing Law: This Agreement shall be governed shall be governed by and construed in accordance with the laws of England and Wales.
Entire Agreement: This Agreement, including any exhibits and appendices, contains the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter hereof.
Amendments: This Agreement may only be amended, modified, or supplemented by the Company's discretion or will.
Payments: All digital payments shall be conducted and transferred in British pounds (GBP currency).
Notices: All notices or other communications required or permitted under this Agreement must be in writing. Such notices may be delivered personally, sent by a recognised overnight delivery service, telecopy, or electronic mail, provided that receipt of the communication is confirmed. Notices should be addressed to the relevant Party at the address outlined in this Agreement, or to any other address that the recipient Party has provided in writing to the sender. A notice will be considered effectively given at the time of personal delivery, or at the time of confirmed receipt in the case of delivery by overnight service, telecopy, or electronic mail.
Independent Contractor Relationship: It is understood that the Affiliate Partner or Affiliate is an independent contractor and not an associated agent, partner, or employee of the Company. The Affiliate Partner shall not have any authority to enter into any agreements or obligations on behalf of the Company.
Exclusivity: The relationship between the Company and the Affiliate Partner is exclusive. The Affiliate Partners or Affiliates shall not enter into similar agreements with other parties or companies; unless otherwise the Company, (Suited Tutor Ltd) has provided written consent, as part of this Agreement.
No Assignment: The Affiliate Partner may not assign or transfer this Agreement, or delegate its obligations under this Agreement, without the Company's prior written consent.

Exhibit A: Affiliate Commissions

This Exhibit A forms part of the "Agreement" and is subject to the terms and conditions of the "Agreement" between the "Company" and the "Affiliate Partner" or "Affiliate". In the event of any conflict of interest, between the terms of this Exhibit A and the terms of the Agreement, the terms of the Agreement will prevail.

This Exhibit outlines the commission structure that the Company will use to compensate the Affiliate Partner for each "Qualified Sale" or "Qualified Purchase".

Commission Rate: The "Affiliate Partner" or "Affiliate" will receive a recurring commission of 10% for each gross sales price, (including - where applicable any taxes, handling fees, discounts, or returns), for each Qualified Sale or Qualified Purchase.
Bonuses: The "Company" can offer (on top of the recurring 10% sales commission), its best performing "Affiliates", who exceed sales thresholds, for instance £1500 per calendar month, discretionary bonuses and trip packages to Europe.
Minimum Payout Amount: The minimum amount of the "Affiliate Commissions" that the "Affiliate" must earn before the "Company" makes a payment to them is at least £100. If the Affiliate Commissions earned in a particular month are less than the minimum payout amount, the accrued amount will be carried over to the next rolling month.

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