Affiliate Marketing And Agency Terms (Training Businesses And Institutions)
These are the terms under which we agree with third party training providers (“you/your”) to market and sell your courses and training materials to customers through our online website at www.art-providers.com (“Our Site”) and our third party partner platforms. Please read these terms carefully and ensure that you understand them before submitting a listing for any training course or materials (a “Listing”). You will be required to read and accept these terms when signing up for an account and submitting a Listing.
1. Information About Us
We are (and Our Site is owned and operated by) Art Providers Ltd (trading as ART) a company registered in England and Wales. Our company registration number is 11321679 and our registered office is at ART Providers Ltd, 23 Minster Road, Moston, Manchester, England, M9 4QE, United Kingdom (“we/us/our”)
2. Access To And Use Of Our Site
2.1.1 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
2.1.2 Use of Our Site is subject to our TERMS AND CONDITIONS FOR WEBSITE USE. Please ensure that you have read them carefully and that you understand them.
3. Authority To Market And Sell
3.1.1 Subject to clause 3.2, you appoint us as your agent to publish your Listing on Our Site and third party platforms and to sell your listed training content, events, webinars and/or courses (collectively “Your Courses”) to customers on your behalf subject to these terms and conditions.
3.1.2 You hereby acknowledge that we only act as your booking and payment agent and responsibility and liability for the provision and delivery of Your Courses rests with you. You shall contract directly with the customer for the provision and delivery of Your Courses on your own terms and conditions, which you must supply us with (or display next to your Listing if you are publishing your own Listing, making clear that those terms apply to the provision and delivery of Your Courses) so that we may make them available to customers before they purchase the same. You must ensure that your terms and conditions which apply to the sale of Your Courses comply with all applicable laws (including consumer rights laws and protection, and clearly state all available and legally required cancellation and refund remedies).
3.1.3 You understand that we may be involved in the sale and promotion of training courses and materials which compete with, or are similar to, Your Courses. This contract shall in no way prevent, hinder or inhibit us from selling, distributing, marketing and/or promoting other learning products under our own sales, distribution, promotion and/or marketing channels.
4.1.1 Once you have set up an account on our Site, you may either upload a Listing for publication yourself or you may request us to publish your Listing for you, subject to paying any fees we may charge if you request us to publish your Listing on your behalf (any such fees to be communicated to you before we publish your Listing). If we are publishing Your Listing, you must provide us with all relevant details and associated information and promotional content. Your Listing will appear on our business sector webpage relevant to your training content category and there is no guarantee that it will appear or feature in any particular position or ranking in search results.
4.1.2 You agree that you will be solely responsible for your Listing and its content. We accept no responsibility for Listings and we do not verify the content or information contained in Your Listing (although we reserve the right to monitor and edit Your Listing as we deem appropriate from time to time). Specifically, you agree, represent, and warrant that you have the right to submit the Listing, that all the information in the Listing is accurate and truthful, that all such information will be kept accurate and up-to-date, and that no personal data will be included that you do not have the right to include.
4.1.3 When submitting a Listing, you must state the date (and if applicable, the expiration date of Your Course) and you must not submit or otherwise do anything that:
4.1.3.a.1 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
4.1.3.a.2 promotes violence;
4.1.3.a.3 promotes or assists in any form of unlawful activity;
4.1.3.a.4 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
4.1.3.a.5 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
4.1.3.a.6 is calculated or is otherwise likely to deceive (including any unsubstantiated or unsupportable claims or comparisons concerning the your business or Your Courses or any other business or person, or any qualifications that may be gained);
4.1.3.a.7 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
4.1.3.a.8 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
4.1.3.a.9 implies any form of affiliation with us where none exists;
4.1.3.a.10 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyrights, patents, trade marks, and database rights) of any other party; or
4.1.3.a.11 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
4.1.4 Your listing may not include any of the following:
4.1.4.a.1 Images or your company logo if they are not of the required sizes and quality specified on the platform;
4.1.4.a.2 Video content that is not within the upload limit or is of very poor quality; or
4.1.4.a.3 Links that may lead learners to prohibited websites or applications.
4.1.5 You may set your own fees and prices and Your Listing must clearly state the fees due for Your Courses. Such prices must be transparent and all-inclusive. You acknowledge and agree that we may convert your prices into a different currency (at the going rate of exchange from time to time) and market Your Courses in that different currency. With your consent, we may also offer temporary promotional discounts on the fees you set for Your Courses.
4.1.6 You acknowledge that we are not responsible for the content or accuracy of, or for any opinions, views, or values expressed in your Listings. We have no control over, nor any involvement in, Listings, and we accept no responsibility for any actions taken, or for any products or services provided by, you in connection with the Listing.
4.1.7 You agree to cooperate with us and provide us with such information and materials as we may reasonably request in relation to Your Courses and the sale thereof.
4.1.8 We may refuse to publish your Listing in our discretion and we may at any time remove your Listing if it does not comply with the provisions of this contract, or for any other reason. We exclude any liability for such refusal or removal.
4.1.9 We may from time to time impose a storage limit or a maximum numbers of Listings that you may submit and publish, over and above which we reserve the right to charge a fee. If we do this we will notify you in advance by giving 30 days written notice and you may terminate this contract by giving 30 days written notice to us without incurring any additional charges.
4.1.10 You acknowledge that by submitting a Listing, we make no guarantee of generating any results or sales of Your Courses.
4.1.11 Once a customer has purchased Your Courses, any further interactions, communications, queries or disputes with or generated by the customer in relation thereto must take place directly between you and the customer.
4.1.12 Each party warrants to the other that it will comply with all applicable laws, legislation, codes and statutes from time to time in force with respect to its obligations under this contract.
5. Booking and Payment
5.1.1 By accepting these terms, you authorise us to charge and take full payment from the customer on your behalf of the fees due for Your Courses as advertised in any Listing (the “Fees”).
5.1.2 Before forwarding the Fees to you under the terms of this clause 5, we shall (unless otherwise agreed between us in writing) deduct and retain 25% commission plus VAT on the Fees payable by the customer (less any value added tax or other applicable sales tax and less any discounts or allowances in respect thereof) in respect of each sale of one of Your Courses on our Site or any of the third party sites which we permit to advertise and sell Your Courses (“Relevant Sales”).
5.1.3 We agree to keep you fully informed of all actual sales of Your Courses so as to enable you to fulfil all such orders. Via your account you may at any time view a real-time display of Your Courses sold during a particular period, the Fees paid in relation to the Relevant Sales during that period, and the accrued commission thereon to which you are entitled during that period (such figure displayed being the gross commission – the net amount owing to you depends on the deductible taxes and charges applicable in the country in which the sale took place).
5.1.4 You may, via your account, request payout (by clicking on the ‘Request Payout’ button within your account) of the Fees owed due you (minus the Commission) for any period where you have earned at least £150.00 and we shall pay such amount within 30 days from receipt of the same via the payment method associated with your account. The payment methods we accept to make transfers include PayPal (for which we need your PayPal email), or where agreed by us, physical bank details.
5.1.5 We retain the right to retain, and set off all or part of any monies we owe to you against any monies you owe to us, in order to satisfy any customer refunds or other deductions resulting from customer complaints relating to Your Courses.
5.1.6 Unless legally required, or unless you expressly request and authorise us to refund a customer where we have not yet forwarded you the Fees, we shall not be responsible for issuing refunds to customers for the purchase of Your Courses. We may however refund customers where we are legally required to do so and you agree to indemnify us on demand in relation to the same.
5.1.7 For the avoidance of doubt, Fees payable to you by virtue of this clause 5 shall be payable only when the monies have been paid by the customer and received by us.
6. Intellectual Property
6.1.1 Subject to clause 6.2, we (or our licensors, where applicable) own the rights in Our Site and any content and materials published on it. This contract does not give you any rights therein. You may not copy, reproduce, rent, sell, publish, republish, share, distribute, sub-licence, broadcast or otherwise transmit Our Site or any content on it (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 and you shall not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Site or its supporting software.
6.1.2 You (or your licensors, as appropriate) retain ownership of Your Courses and all intellectual property rights subsisting therein. By submitting a Listing, you grant us an unconditional, non-exclusive, fully transferrable, royalty-free, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, modify, reproduce, distribute, translate, prepare derivative works from, display, perform, and sub-licence that Listing for the purposes of operating and promoting Our Site and Your Courses and Listing (including on our social media channels and third party partner platforms), and selling Your Courses.
6.1.3 By submitting or publishing a Listing, you warrant and represent that Your Courses and Listing is original to you (or to the author who gave you permission to publish the Listing) and that nothing therein has been copied completely, wholly or significantly from anywhere else, and that all rights in Your Courses and Listing are owned solely, exclusively and absolutely by you (or your licensor), that you are free to license the same to us, and Your Courses and Listing will not infringe the rights of any third party. You agree to reimburse us for any losses or expenses incurred by us if the warranties and representations in this clause 6.3 prove untrue or incorrect.
7. Suspension, Removal and Termination
7.1.1 Subject to clause 7.8, you must immediately remove (or instruct us to remove) a Listing if any of Your Courses are no longer available of if you have discontinued that product. If you wish to remove a Listing from Our Site, you may do so by going into your ART account, and clicking on the “Publish Course” link on the side menu of your dashboard then clicking “Take Offline” to suspend or remove the course from being accessible publicly online. After taking this step, you will need to make a request for a full removal of the content from Our Site if you wish to delete the content permanently. Such request should be sent to [email protected] and it could take up to 14 working days before your request is processed. Please note, however, that caching or references to your Listing may not be made immediately unavailable (or may not be made unavailable at all where they are outside of our reasonable control).
7.1.2 In some limited circumstances, we may need to suspend the availability of Listings for reasons including, but not limited to, fixing technical problems on Our Site and we shall have no liability therefor.
7.1.3 Subject to clause 7.8, you may end the contract at any time if we have informed you of a forthcoming change to our services, or to these terms that you do not agree to. In all other cases, you must provide us with 60 days written notice to end this contract, following which we shall remove the availability of Your Courses from our platforms (and procure their removal from any third party platforms).
7.1.4 Either party may terminate this contract by giving written notice to the other party if that other party: (a) commits any materials breach of any of the provisions of this contract and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied; (b) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets, or any other event analogous to the foregoing in any jurisdiction; or (c) ceases, or threatens to cease, to carry on business.
7.1.5 We may terminate this agreement at any time and for any reason, including in the event that in our sole discretion the publishing of your Listings or Your Courses could have a detrimental impact on our business activities, reputation or goodwill.
7.1.6 We reserve the right to suspend or terminate your Listing and your access to Our Site if you breach the provisions of these terms, or if you breach the provision of your own terms and conditions with respect to the provision of Your Courses to customers, or if any customer complaints are made about you or your business. In addition, we may take one or more of the following actions:
7.1.6.a.1 issue you with a written warning;
7.1.6.a.2 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
7.1.6.a.3 take further legal action against you as appropriate;
7.1.6.a.4 disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
7.1.6.a.5 any other actions which we deem reasonably appropriate (and lawful).
7.1.7 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these terms.
7.1.8 Notwithstanding any removal, suspension, discontinuation or termination of this contract or Your Courses or any Listing, you must never remove or discontinue a course before its listed expiration date and you must always unconditionally honour and fulfil any and all customer contracts entered into with regard to the Listing (and any content purchased in relation thereto) before such removal or termination.
8. Liability and Indemnity
8.1.1 To the fullest extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, sales, business, revenue, interruption to business, for any loss of business opportunity, goodwill or reputation, loss of anticipating savings, loss or corruption of data or information, pure economic loss, or for any indirect or consequential loss arising out of or in connection with this contract, the publication of any Listing, or the sale or provision of Your Courses.
8.1.2 We shall not be responsible for the provision of inaccurate or misleading information provided by any customer to us who purchases Your Courses.
8.1.3 Subject to clause 8.4, our total liability to you for all other losses arising out of or in connection with this, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £100 (one hundred pounds).
8.1.4 Nothing in these terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
8.1.5 You agree that you are solely and exclusively responsible for the provision and delivery of Your Courses (or for procuring the provision and delivery of Your Courses by the delivery provider, if you are reselling on behalf of another party) and for Your Listing (and the content thereof) and you will be liable to us and will, to the fullest extent permissible by law, indemnify us on demand for any breach of these terms and any liability which we may incur by reason of us being held out as your agent and any fault or defect in in relation to your Listing, the provision or delivery of Your Courses, any actual or alleged infringement of intellectual property rights, or any customer claim against us in relation to the same (whether in relation to your course not complying with your customer terms and conditions, or being fit for purpose or confirming to its description or otherwise) and any damages, costs, losses, claims, demands and expenses arising out of or in connection with that liability.
9. Protection and Processing of Personal Data
9.1.1 Both parties will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (the “Data Protection Legislation”). This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. (In this clause, Data Controller, Data Processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: shall have such meanings as are defined in the Data Protection Legislation).
9.1.2 The parties acknowledge that to the extent that either party processes personal data for which the other party is the Data Controller, the following provisions shall apply:
9.1.2.a.1 the party processing the personal data shall be the Data Processor for the purposes of the Data Protection Legislation.
9.1.2.a.2 The scope, nature and purpose of processing by each party, the duration of the processing and the types of personal data and categories of data subject shall be as follows:
9.1.2.a.2.a.1 Subject matter and duration: for the performance of this contract and any contract between the customer and you/us in relation to Your Content;
9.1.2.a.2.a.2 Nature and purpose of processing: as necessary to perform the contract (and any contract between the customer and you/us in relation to Your Content);
9.1.2.a.2.a.3 Types of personal data: may include but not be limited to customer name, contact details, professional information, customer ID;
9.1.2.a.2.a.4 Data subjects: customers, prospective customers and other content suppliers.
9.1.3 Without prejudice to the generality of clause 9.1, the Data Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Data Processor (or collection of the personal data by the Data Processor on the Data Controller’s behalf) for the duration and purposes of this contract so that the Data Processor may lawfully use, process and transfer the personal data in accordance with this contract on the Data Processor’s behalf.
9.1.4 Without prejudice to the generality of Clause 9.1, the Data Processor shall, in relation to any personal data processed in connection with the performance by the Data Processor of its obligations under this Contract:
9.1.4.a.1 process that personal data only on the documented written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Data Processor is relying on Applicable Laws as the basis for processing personal data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
9.1.4.a.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
9.1.4.a.3 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
a) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer;
b) the data subject has enforceable rights and effective legal remedies;
c) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
d) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the personal data;
9.1.4.a.4 assist the Data Controller, at the Data Controller’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.1.4.a.5 notify the Data Controller without undue delay on becoming aware of a personal data breach;
9.1.4.a.6 at the written direction of the Data Controller, delete or return personal data and copies thereof to the Data Controller on termination of this contract unless required by applicable law to store the personal data; and
9.1.4.a.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and immediately inform the Data Controller if, in the opinion of the Data Processor, an instruction infringes the Data Protection Legislation.
9.1.5 The Data Controller consents to the Data Processor appointing third-party processors of personal data under this contract. The Data Processor confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which the Data Processor confirms reflect the requirements of the Data Protection Legislation. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.
9.1.6 Either party may, at any time on not less than 30 days’ notice, revise this Clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this contract).
9.1.7 Without prejudice to the preceding provisions of this clause 9, the Data Processor shall provide to the Data Controller on request a copy of all personal data held by it pursuant to this contract, in the format and on the media reasonably specified by the Data Controller, and shall promptly inform the Data Controller if any such data is lost or destroyed or becomes damaged, corrupted, or unusable.
10. Events Outside of Our Control (Force Majeure)
We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), pandemic, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
11. Other Important Terms
11.1.1 These terms contain the entire agreement between us and you with respect to its subject matter. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
11.1.2 Nothing in this contract shall be construed to place the parties in the relationship of partners, employer and employee, or joint venturers. Except as expressly provided for in these terms, neither party shall have the right or power to obligate or bind the other in any manner whatsoever.
11.1.3 We may transfer (assign) Our obligations and rights hereunder to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights hereunder will not be affected and our obligations hereunder will be transferred to the third party who will remain bound by them.
11.1.4 You may not transfer (assign) your obligations and rights hereunder without our express written permission.
11.1.5 These terms are between you and Us. They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these terms.
11.1.6 If any of the provisions of these terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these terns, which shall be valid and enforceable.
11.1.7 No failure or delay by us in exercising any of our rights under these terms means that we have waived that right, and no waiver by us of a breach of any provision of these terms means that we will waive any subsequent breach of the same or any other provision.
11.1.8 We may revise these terms from time to time, including in response to changes in relevant laws and other regulatory requirements. If we change these terms as they relate to the commission structure, we will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.
12. Law and Jurisdiction
12.1.1 These terms, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
12.1.2 Any disputes concerning these terns, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England.