Terms & Conditions

None Exclusive Affiliate / Partner Agreement

This Agreement contains the complete terms and conditions that apply to the individual’s or entity's participation in the Affiliate (or "Partner") Scheme here after referred to as "the Scheme".

the Scheme is run and wholly owned by Night Noise Ltd, here after referred to as “us” or “we”.

“You” or “your” refers to the individual or entity participating in the Partner Scheme.

"Program" refers to any website made available on the Scheme.

"Subscription" refers to your participation in promoting sales on any Program.

“Customer” means a separate individual or entity other than you.

Program Enrolment

To begin the enrolment in the Scheme, you will need to complete the Partner Application and submit the application to us for approval. We will evaluate your application for suitability and notify you of acceptance or rejection. We may reject your application for any reason if we determine in our sole discretion that your site is unsuitable. Reasons for unsuitability include, without limitation, those sites that:

promote or display sexually explicit materials involving minors
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
promote illegal activities
violate intellectual property rights
promote violence

A site may also be rejected if we deem it unlikely or unable to meet the requirements of the Scheme, or we may offer you participation in the Scheme.

Should you be accepted into the Scheme, and your site subsequently becomes unsuitable for the Scheme, your participation will be terminated immediately and all commissions forfeited.

Order Processing

We will process, authenticate and complete all orders placed by customers through our sites. We also reserve the right to reject orders at our discretion and subject to our policies. We will responsible for all aspects of order processing and fulfilment, including the preparation of order forms, evaluation of credit worthiness, payment processing, packaging, despatch, cancellations and returns. We shall also handle all customer services and contact.

Sales Tracking

We will track all sales made by customers brought to our sites as a result of your participation in the Scheme and will make available reports summarizing the aggregate and anonymous sales activity. The form, content, and frequency of the reports may vary from time to time at our sole discretion.

You agree that we shall own all reported information and that you will not rent, sell, loan, barter, share or otherwise transfer or disclose such information to any third party without our prior written consent or in violation of any legal requirement.

To permit accurate tracking, reporting, and fee accrual, you must ensure that the link between your site and our site is properly formatted and functioning. No liability shall be accepted by us for sales not tracked as a result of incorrect linking.

Commissions

We will pay commission on product sales to customers according to the schedule set out at the time you subscribe to a Program, and is determined on a per-Program basis. For a sale to generate a commission, the customer must purchase the product or service through a qualifying site, make full payment for the purchase and accept the delivery of the order at the shipping address.

No commission shall be payable on any sales generated directly via our own websites.

In the event that a payment is withdrawn at a later date, we shall deduct the original commission from your total. Payments may be withdrawn as a result of a chargeback by a credit card company, or as a result of the customer returning the goods, subject to the returns policy in force at the time of purchase.

Returns, chargebacks and any other fees will be deducted from the commissions in the current month.

Gift certificates, “out of print” or “hard to find” items are not eligible for commission.

Payment of Commissions

Commissions are calculated on a calendar month basis. Payments for commissions earned are made around the 25th of the following month except where the commission amount to be paid is less than £50, in which case the commission shall be carried over to the next month.

Returns or chargebacks incurred following payment of commissions will be deducted from the commissions in the current month.

On termination of this agreement, any outstanding commissions may be withheld for a period of 90 days in regard of any chargebacks which may be incurred during that period.

Customer Data and Policies

All orders by customers and information pertaining to these customers, remains at all time the property of Night Noise Ltd. If and when this agreement is terminated by either party, you shall have no rights of access to any data.

All of our rules, policies and operating procedures concerning customers, orders, customer service and product sales shall apply to those customers. We may change our policies and procedures at any time and we shall have no obligation to provide you with notice of those changes.

Prices, Availability and Promotions

Prices for products and services and availability of those products and services may vary from time to time and will be determined by us in line with our own pricing and stocking policies. We cannot guarantee the availability or price of any product.

Sales and promotions that we offer from time to time on our sites may or may not be made available to customers accessing the site as a result of your participation in any Program.

Emailing and Advertising

You may send emails announcing and promoting your participation in any Program only to people who have opted-in to receive such emails. Unsolicited Email (e.g., spam) sent in relation to your participation in a Program will result in immediate termination of this agreement and the forfeiture of any outstanding commissions.

Any emails sent must be in line with any applicable laws in the United Kingdom, the European Union and your own Country (if outside the UK).

You may not use any unlawful means of advertising or marketing your participation in any Program and must not use any means of distributing information which would be considered unlawful.

You must also maintain a high standard of ethics and etiquette when posting to newsgroups, blogs, or participating in online forums and are expected to be aware of and follow the rules of those online environments in full. This usually includes the prohibition of commercial announcements and posts.

Limited License

We grant you a non-exclusive, revocable right to use the descriptions, instructions and pricing provided as a Program participant and to assist in generating product sales. You may not modify the descriptions, pricing or instructions in any way.

With regards to images and photographs, some of these may be used by us under license from the copyright owner and may not be available for use by you. You may only use images and photographs from our site after approval has been given by us.

We reserve all of our rights in the descriptions, pricing, instructions, any images and photographs, our trade names and trademarks, and all other intellectual property rights.

The content of our sites, where applicable, may not be used to promote any site other than where you have a valid Subscription to one of our Programs. In the event that you or we terminate any Subscription or participation, you agree to remove all of our content from your site with 30 days.

We may revoke your license at any time by giving you written notice.

Program Termination

This agreement is valid for one year from the date of your acceptance in to the Scheme.

This agreement may be terminated at any time by either party by supplying at least 30 days written notice but will otherwise renew automatically on each anniversary.

Amendments

This agreement may be modified by us at any time by giving not less than 30 days’ notice. In the event that we change this agreement, you shall have the right to terminate your participation in the Scheme and all outstanding commissions will become payable.

Relationship of the Parties

The parties acknowledge that they are independent contractors and not employees, agents, partners, joint ventures, covenanters, or representatives of each other.

Neither you nor we shall have the right to create, publish or distribute any written material that makes reference to the other party, without first obtaining written approval for such material.

Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or your participation in the Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Scheme will not exceed the total commissions payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Scheme, any products or services sold through participation in any Program. Additionally, we make no representation as to the availability and operation of our sites or that access to our sites will be uninterrupted or error free.

We may at any time solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar or competing to your own.

You should seek independent advice on the suitability of this Scheme for your needs and should not rely on any representation, guarantee or statement other than those set out in this agreement.

Governing Law

This agreement shall be construed and enforced in accordance with the laws of England and Wales.

Force Majeure

Neither party shall be liable for any failure that is attributed to a cause beyond its reasonable control. Upon the happening of an event of Force Majeure, the party so affected shall give written notice to the other party, and shall take all reasonable steps to minimise both the effect and duration of such events.

Privacy

Privacy and confidentiality is essential to our business and our customers and we are committed to respecting and protecting the privacy of our customers and partners.

We do not sell, rent or allow access to customer or partner information, mailing lists or any databases to third parties. We will not share ordering or customer information to anyone outside our organisation except where compelled to do so by law.

All orders are shipped discreetly and in plain packaging. Credit card charges will appear as “Night Noise Ltd”.