AFFILIATE AGREEMENT

This Affiliate Agreement (“Agreement”) is entered into between:

ISJ Development (“Company”, “we”, “us”, “our”) is a trading name of Isaac Smith-Jones with its principal place of business in 12 Halfway Centre, Halfway Drive, Sheffield, S20 4TA.

and

The person or entity applying to participate in the Company’s Affiliate Program (“Affiliate”, “you”, “your”)

EFFECTIVE DATE: This Agreement is effective upon the Affiliate’s acceptance of these terms and the Company’s approval of the Affiliate’s application.

1. DEFINITIONS

1.1 “Affiliate Program” means the Company’s affiliate marketing program operated through our website.

1.2 “Affiliate Link” means the unique URL, code, or other tracking mechanism assigned to you for use in directing potential customers to the Company’s website.

1.3 “Commission” means the amount payable to you according to the Commission Structure for Qualified Purchases made by Referred Customers.

1.4 “Commission Structure” means the payment rates and terms established by the Company and communicated to the Affiliate, which may be updated from time to time.

1.5 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights.

1.6 “Qualified Purchase” means a sale of the Company’s products or services to a Referred Customer that meets all the criteria for commission eligibility as set out in this Agreement.

1.7 “Referred Customer” means a customer who makes a purchase from the Company’s website using your Affiliate Link.

1.8 “Tracking Period” means the period of time during which purchases made by a Referred Customer will be attributed to you, as specified in the Commission Structure.

2. ENROLLMENT AND ACCEPTANCE

2.1 To join our Affiliate Program, you must complete the application form on our website. We reserve the right to approve or reject any application in our sole discretion.

2.2 By applying for our Affiliate Program, you confirm that:
(a) All information provided in your application is accurate and complete;
(b) You are at least 18 years of age;
(c) You have the legal capacity to enter into binding contracts;
(d) If you are applying on behalf of a business entity, you have the authority to bind that entity; and
(e) You have read and agreed to the terms of this Agreement.

2.3 We may request verification of your identity and other information before or after approving your application.

3. AFFILIATE OBLIGATIONS

3.1 As an Affiliate, you agree to:

(a) Use only the Affiliate Links provided by us for participation in the Affiliate Program;

(b) Ensure that your marketing activities comply with all applicable laws, regulations, and industry codes of practice, including but not limited to advertising regulations, data protection laws, consumer protection legislation, and regulations concerning electronic marketing;

(c) Clearly disclose your affiliate relationship with us in accordance with applicable laws, including the UK Consumer Protection from Unfair Trading Regulations 2008 and the UK Committee of Advertising Practice Code;

(d) Maintain and update your website, promotional materials, and other content to ensure accuracy and compliance with this Agreement;

(e) Refrain from any activity that could reasonably be expected to damage the reputation or goodwill of the Company or its products and services;

(f) Not engage in the generation of fraudulent or artificial traffic, clicks, or conversions;

(g) Not market the Company’s products or services through spam, unsolicited emails, or any other prohibited marketing methods;

(h) Not bid on or purchase keywords, search terms, or other identifiers related to the Company’s trademarks or trade names or any misspellings or variations thereof without our prior written consent;

(i) Not attempt to intercept or redirect (including through the use of pop-ups, framebreakers, or other technology) traffic destined for the Company’s website; and

(j) Comply with any guidelines or policies that we may provide from time to time.

3.2 You are solely responsible for all costs associated with your affiliate marketing activities.

4. COMPANY OBLIGATIONS

4.1 The Company will:

(a) Provide you with Affiliate Links necessary for your participation in the Affiliate Program;

(b) Track Qualified Purchases made by Referred Customers;

(c) Calculate and pay Commissions in accordance with the Commission Structure; and

(d) Provide reasonable support regarding the operation of the Affiliate Program.

5. COMMISSIONS

5.1 Commissions will be calculated based on the Commission Structure in effect at the time of the Qualified Purchase.

5.2 The Company reserves the right to modify the Commission Structure at any time. Changes will be effective immediately upon notification to you.

5.3 Commissions will be payable only when:
(a) The Referred Customer makes a Qualified Purchase during the Tracking Period;
(b) The Referred Customer has paid in full for the purchase;
(c) The purchase has not been refunded, charged back, or disputed (if a refund, chargeback, or dispute occurs after a Commission has been paid, we reserve the right to deduct the Commission amount from future payments); and
(d) There has been no breach of this Agreement or fraud in connection with the referral.

5.4 We will not pay Commissions for:
(a) Purchases made by you or on your behalf;
(b) Purchases that are the result of improper or fraudulent activities;
(c) Purchases that occur after termination of this Agreement; or
(d) Purchases that do not otherwise comply with the terms of this Agreement.

5.5 Commissions will be paid within 14 days after the end of each calendar month. Payment will be made to the payment method you specified in your application, provided that the total Commission due exceeds our minimum payment threshold of £100.

5.6 If the total Commission due is below our minimum payment threshold, it will be carried forward to the next payment period until the threshold is reached.

5.7 We will provide reporting tools that allow you to monitor your Qualified Purchases and Commission earnings.

5.8 The Affiliate is responsible for all taxes, duties, and other governmental charges related to the Commissions paid under this Agreement.

6. TERM AND TERMINATION

6.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this clause.

6.2 Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice.

6.3 We may terminate this Agreement immediately if:
(a) You breach any term of this Agreement;
(b) You engage in any fraudulent, misleading, or unethical practices;
(c) You fail to generate any Qualified Purchases for a period of 6 months; or
(d) We decide to discontinue our Affiliate Program.

6.4 Upon termination:
(a) You must cease all marketing activities related to our products and services;
(b) You must remove all Affiliate Links from your website and any other promotional materials;
(c) All rights granted to you under this Agreement will immediately cease; and
(d) We will pay any outstanding Commissions earned prior to termination, provided they meet the minimum payment threshold.

7. INTELLECTUAL PROPERTY

7.1 We grant you a limited, non-exclusive, non-transferable, revocable license to use our trademarks, logos, and other marketing materials (“Company Materials”) solely for the purpose of promoting our products and services in accordance with this Agreement.

7.2 You acknowledge that we own all right, title, and interest in the Company Materials, and your use of them will inure to our benefit.

7.3 You must not:
(a) Modify the Company Materials in any way;
(b) Use the Company Materials in a manner that is detrimental to our reputation or goodwill;
(c) Use the Company Materials after termination of this Agreement; or
(d) Register or attempt to register any domain names, trademarks, trade names, or other identifiers that include our trademarks or trade names or any variations thereof.

7.4 You retain all rights in your own websites, content, and marketing materials, except to the extent they incorporate Company Materials.

8. CONFIDENTIALITY

8.1 During the term of this Agreement and thereafter, you must keep confidential any confidential or proprietary information disclosed to you by us, including but not limited to Commission rates, customer data, business plans, and technical information.

8.2 You may use confidential information only as necessary to perform your obligations under this Agreement and must not disclose it to any third party without our prior written consent.

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
(a) Death or personal injury caused by its negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) Loss of profit;
(b) Loss of business or business opportunity;
(c) Loss of goodwill or reputation;
(d) Loss of anticipated savings;
(e) Loss or corruption of data or information; or
(f) Any indirect or consequential loss.

9.3 Subject to clauses 9.1 and 9.2, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Commissions paid to you in the 12-month period preceding the event giving rise to the liability.

9.4 We do not guarantee any level of performance, conversions, or revenue from your participation in the Affiliate Program.

10. INDEMNIFICATION

10.1 You shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) Your breach of this Agreement;
(b) Your marketing activities;
(c) Your website or other content;
(d) Any claim that your website or content infringes the intellectual property rights or other rights of a third party; or
(e) Your violation of any applicable law, regulation, or industry code of practice.

11. RELATIONSHIP OF PARTIES

11.1 The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

11.2 You have no authority to make or accept any offers or representations on our behalf. You will not make any statement that contradicts this clause.

12. MODIFICATION

12.1 We may modify this Agreement at any time by providing notice to you. Notice may be provided through our website, by email, or other reasonable means.

12.2 Your continued participation in the Affiliate Program after such notice constitutes acceptance of the modified Agreement.

13. ASSIGNMENT

13.1 We may assign this Agreement to any successor to our business without your consent.

13.2 You may not assign or transfer this Agreement, or any rights or obligations under it, without our prior written consent.

14. GENERAL PROVISIONS

14.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

14.3 No Waiver: Our failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14.4 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

14.5 Notices: All notices under this Agreement shall be in writing and shall be delivered by email to the address provided in your affiliate account or by post to our registered address.

14.6 Survival: Sections 7, 8, 9, 10, and any other provisions that by their nature should survive termination shall survive the termination of this Agreement.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or relating to this Agreement.

By applying to our Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

Last Updated 10/03/2025