Terms & Conditions of Business for Merchants
Please take the time to read our terms of service. This agreement is made by and between Submission Technology Ltd, The Studio, Mill Yard, Swan Street, West Malling, Kent, ME19 6LP (“Submission Technology”) and you, as an advertiser using the Submission Technology service (“You” or “Merchant”).
1/ DEFINITIONS
a. “Advertisement” or “Advertisements” means all written or graphically rendered marketing materials provided for in an Insertion Order (including but not limited to banners, text or graphic links, pop-ups, emails and newsletters or any other similarly designed advertising format);
b. “Campaign” means the specifications and period upon which Advertisements will be placed by Afform as set forth in the applicable Insertion Order;
c. “Confidential Information” includes, without limitation, this Agreement, the Insertion Order, all information related to the Campaign, information pertaining to Afform’s Publishers and other Advertisers, marketing strategies, non-public financial and commercial information, and trade secrets;
d. “Cost Per Action” or “CPA” means the required payment by Advertiser for (i) Leads in compliance with paragraph 5 below or (ii) if specifically set forth in an Insertion Order, such other action or criteria set forth therein;
e. “Insertion Order” means an order document signed by Advertiser to Afform requesting specific Advertisements and/or Advertisement Campaigns;
f. “Lead”, unless otherwise defined on the insertion order, means each time a visitor clicks on an Advertisement, resolving to the advertisers website and then completes and submits a web based enquiry form or completes a sale;
g. “Service” or “Services” means the placement of the Advertisements provided by the Advertiser according to the applicable Insertion Order;
2/ AFFORM PARTNERS
Submission Technology Ltd has developed and operates a performance based advertising network. This network consists of affiliate websites that operate promotional methods to drive visitors to conduct actions that was defined and ordered by the advertisers. Where the agreed actions are generated the Advertiser agrees to pay to Afform the CPA.
3/ AFFORM PARTNERS
The Advertiser acknowledges and agrees that Afform may provide the Services directly and/or via third party partners (including without limitation third-party internet content providers (“Publishers”). The Advertiser hereby agrees that Afform may sublicense its rights under this Agreement to such third party partners for the purpose of performing the Services.
4/ CAMPAIGN CANCELLATION
Unless expressly prohibited in the applicable Insertion Order, the Advertiser may terminate an Insertion Order, or one or more Campaigns within an Insertion Order upon five (5) business days advance written notice to Afform. The Advertiser will continue to be responsible for all CPA accrued under a Campaign until requested changes are effective. Afform may terminate this Agreement, any Insertion Order or any Campaign at any time and for any reason whatsoever by providing written notice thereof to the Advertiser.
5/ LEAD VALIDITY AND REVERSALS
Cost Per Action shall be payable only on leads that are deemed valid pursuant to this section 5.a and that are not reversed under section 5.b.
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LEAD VALIDITY.
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Afform may require the advertiser to install a tracking pixel (“Tracking Pixel”), which will be programmed by Afform with the criteria for valid Leads. Leads will be deemed valid as tracked by the Tracking Pixel. In the event of any unauthorised modification of the Tracking Pixel, resulting in its failure to track, Advertisers campaign will be paused and an adjustment to valid Leads will be calculated based on the campaigns past performance.
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If the Tracking Pixel is not used, the Advertiser will be required to provide us with sales reports illustrating valid Leads.
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LEAD REVERSALS.
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Leads will be reversed (providing a refund or credit against the CPA), where Leads are not the result of a bona fide consumer enquiry due to intentional, fraudulent action by the Publisher.
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Duplicate Leads will be reversed in the event of a technical error, where Afform delivers copies of the exact same Lead.
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Leads will not be reversed in the event that a consumer’s data already exists in the advertiser’s database, unless explicitly stated in the insertion order.
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In all cases Leads will only be reversed where the advertiser provides the original ‘OPTIONAL_INFORMATION’ parameter, as provided by the advertiser and recorded in the Tracking Pixel, for each individual Lead requiring reversal.
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Advertiser must supply full data including ‘OPTIONAL_INFORMATION’ parameter to afform within five (5) working days of month end.
FOR THE AVOIDANCE OF DOUBT, NO REVERSALS WHATSOEVER WILL BE CREDITED WHERE THE ADVERTISER FAILS TO PROVIDE DETAILS OF LEAD REVERSALS WITHIN FIVE WORKING DAYS OF MONTH END. ALL LEADS WILL BE CONSIDERED VALID AND THE APPROPRIATE CPA BILLED.
6/ REPORTING AND FINAL DETERMINATION OF LEADS
Final counting and tracking of Leads for Cost Per Action billing purposes will be based on Afform’s internal tracking procedures or Advertiser’s monthly report of valid leads, whichever is higher.
7/ INCENTIVISED TRAFFIC
The Advertiser acknowledges and agrees that unless explicitly stated in the Insertion Order, their campaign will be promoted by cashback and reward websites, whereby the affiliate will provide consumers with a financial or point based incentive to complete the advertisers offer.
8/ PAYMENT TERMS
The Advertiser agrees to pay to Afform the Cost Per Action as set forth in the Insertion Order. Invoices will be issued monthly for past month activity. All payments are due upon receipt.
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UNTRACKED LEADS
Unless specifically stated otherwise in the Insertion Order, the Advertiser agrees to support data requests from the afform Missing Transaction System and understands that this process will adjust the final count of valid leads;
In the event that an Afform publisher posts data of an untracked Lead into the Missing Transaction System an email alert will be sent to the Advertiser.
The Advertiser can access data of this untracked Lead.
The Advertiser is required to approve or reject this Lead as a valid and chargeable Lead under the CPA agreement.
The Missing Transaction System permits Afform publishers to submit data up to 180 days from the transaction date.
IN THE EVENT THAT MISSING TRANSACTIONS ARE NOT REJECTED WITHIN 30 DAYS OF BEING POSTED TO THE SYSTEM THEY WILL AUTOMATICALLY UPDATE TO VALIDATED, THE LEAD WILL BE DUE FOR PAYMENT AND THE LEAD WILL NO LONGER BE LIABLE TO A FUTURE REVERSAL.
10/ LIMITED WARRANTY & LIMITATION OF LIABILITY
Submission Technology Ltd will take reasonable action to ensure the integrity of the system. Submission Technology Ltd provides mechanisms for cancelling commissions as well as facilities to disable commissions being earned by particular websites in the network. As such, you agree that Submission Technology Ltd accepts no liability for direct, indirect or consequential losses resulting from the use of the Submission Technology Ltd service.
11/ SURVIVAL
In the event this agreement is terminated, the following provisions will survive such termination: Sections 9 and 12.
12/ TERRITORY
The Laws of England govern this agreement at all times. All parties are bound to the jurisdiction of English Courts for the settlement of any disputes or claims that arise from participation in this service or in connection with this agreement.
