Please review the following terms of use (the “Terms of Use” or the “Agreement”, indistinctly) that govern the terms and conditions of the Affiliate Program (the “Affiliate Program”) of Nature Brand Name (“NBN”).
This Agreement is a legal contract, entered into *auto affixed* (the “Effective Date”), by and between NBN, inseparable division of Kupertino Corporation LTD, registered in the United Kingdom with the company number 15909533, registered office is located at Office 7, 35-37 Ludgate Hill, London, EC4M 7JN (the “Principal”) and , registered in the with the company number , registered office is located at (the “Agent”). In this Agreement, “NBN”, “Nature Brand Name”, “we” or “us” means Principal and “you”, *AUTO AFFIXED YOUR LEGAL NAME* means Agent, NBN and You will be referred to herein individually as a “Party” and together as the “Parties”.
By participating or registering to participate in the NBN Affiliate Program, or otherwise indicating your acceptance of this Agreement (such as by accessing, browsing, signing up, clicking a button, checking a box on a this web page), you agree to this Agreement. You have thoroughly read, understand and agree to the Terms of Use. If you are participating or registering on behalf of a business, then the term “you” means such business, and you represent and warrant that you have authority to bind that business to this Agreement. This Agreement may be modified from time to time as set forth in Section 7 (Modification of Agreement).
WHEREAS, NBN is involved in delivering the full cycle of branding services internationally. Detailed information about these services can be found on their website in the services section:https://nbrandn.uk;
WHEREAS, You are in the position to resell the NBN Services to potential customers or clients;
WHEREAS, the Parties hereto wish to set forth the terms and conditions with respect to the provision of the services under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. Effective Date. It will be considered as the date on which You sign up for the Affiliate Program.
2. Affiliate. As of the Effective Date, You may from time to time, refer to clients or customers, worldwide, the NBN Services (the “Services”).
3. Services. In performing the Services under this Agreement, You shall fully coordinate with NBN, and shall not be entitled to give any representation or take any commitment or warranty on behalf of NBN, without explicit prior written / electronic consent of NBN, except for the representation of NBN and its products/services as required for the ordinary course of business development activities, while introducing and promoting them. The Parties agree that NBN shall be under no obligation to negotiate with any company or entity, nor to enter into any engagement with, or offer specific terms.
4. Fee. NBN shall pay You the following commission of 20% from order amount excluding tax, VAT and other charges established by law for each Successful Lead.
An additional commission of 1% is added for every tenth client until the total commission reaches 5%. Therefore, the maximum additional commission cannot exceed 5%.
Successful Lead shall be interpreted as a Lead that (i) becomes a client or a customer of NBN by executing an agreement or any other document, to provide the Lead, with the NBN Services; (ii) has equaled or surpassed a revenue of GBP £10 (ten GB pounds).
NBN shall pay You at the end of the following month after completing the referral process. For the purpose of this Agreement, the referral process will be concluded when the Successful Lead will be fully engaged by NBN.
The money will be deposited into your account within the NBN Partner Program system. You can withdraw funds from your account at any time, with no minimum withdrawal amount required. The withdrawal process may take up to ten business days.
5. Term. This Agreement shall enter into effect as of the Effective Date and shall continue into full force until the Parties agree in writing / electronic to terminate it, according with section 6. However, this agreement may be terminated unilaterally by NBN at any time avoiding section 6. During this termination, NBN is not required to provide reasons; it will simply send you a notice of termination.
The first five business days after the conclusion of this agreement are designated for a special process, during which all the information you provided in this agreement to NBN will undergo a double-check.
6. Termination. This Agreement may be terminated at any time by either Party upon thirty (30) days written / electronic notice to the other Party. Upon termination, NBN shall pay You all fees due and owing for the Successful Leads that were made prior to the date of termination, but not yet paid. These payments shall be made at the end of the month during which the termination has been served. These fees will also be paid upon termination through Section 5.
7. Modification of Agreement. We reserve the right, at our sole discretion, to change, modify, add, amend or remove any part of these terms and conditions from time to time and it is your responsibility to check them for changes or updates. Any such changes will be added to your personal account in the NBN Partner Program under Documents page.
8. Confidentiality. The Parties acknowledge that by reason of their relationship hereunder, each Party may disclose or provide access to the other certain Confidential Information. “Confidential Information” shall mean (a) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, NBN Partner Program, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered to a Party, whether in oral, tangible, electronic or other form; (b) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (c) information acquired during any tours of or while present at a Party’s facilities; and (d) all other non-public information provided by a Party hereunder. All Confidential Information shall remain the exclusive property of the disclosing Party.
The receiving Party shall maintain the disclosing Party’s Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors and representatives who (a) have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement; (b) have been informed of the confidential nature of the Confidential information furnished by the disclosing Party and the receiving Party’s obligations with respect thereto; and (c) are under confidentiality obligations no less restrictive as this Agreement. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Each Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the other Party’s Confidential Information for any other purpose or for the benefit of any third party.
9. Trademark Compliance. You acknowledge and agree that NBN’s trademarks remain the exclusive property of NBN and that nothing in this Agreement shall be construed as granting You any right, title, or interest in NBN’s trademarks. In accordance, You shall not, directly or indirectly, bid on NBN’s trademarks in any online advertising platform utilizing auction-style bidding for advertisement placement, including but not limited to search engine marketing (SEM).
However, you can use NBN-approved advertising information posted in the personal account of the NBN Partner Program system in the advertising section.
10. NBN Partner Program. This involves an internal closed system hosted on a dedicated platform for your operations. You will receive access to your personal account within this system within 5 business days of accepting this agreement. All activities related to this agreement will be conducted through the NBN Partner Program. Additionally, you agree to the transfer of the information you provide in this agreement for the purpose of creating your personal account in the NBN Partner Program. Upon termination of this agreement, your account will be deactivated immediately, and all information pertaining to you will be permanently deleted and not retained by us.
You are solely responsible for maintaining the security and accuracy of all data associated with your account. We strictly prohibit the transfer of your username and password to any third party. Meanwhile, we undertake all necessary measures to ensure the stable and secure operation of our NBN Partner Program system. However, in the event that an incident occurs due to your negligence or fault, resulting in adverse effects for either party, we reserve the right to impose sanctions.
11. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
YOU DO NOT REPRESENT OR WARRANT THAT THE LEADS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. YOU HAVE NO RESPONSIBILITY TO NBN IF THE LEADS DO NOT FULFILL THE COMPANY’S DESIRED RESULT(S).
12. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
13. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
14. Alternative Arrangements. You and NBN may enter into alternative terms or alternative arrangements outside of these Terms of Use (“Alternative Arrangement”), which may include terms that differ from these Terms of Use. In such cases, the Alternative Arrangements must be in writing / electronic, shall supersede and take precedence, and both parties shall be bound by the terms of the Alternative Arrangements.
In particular, if you exceed the 100 Successful Lead mark, you will be offered Gold Partner status on exclusive and closed terms.
15. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
16. Indemnity and Liability. The Parties agrees to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
17. Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement will be construed as if said invalid or unenforceable provision had not been contained herein.
18. Governing Law and Jurisdiction. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the English law and are subject to the exclusive jurisdiction of the English courts, without giving effect to its choice of law or conflict of law provisions.
You will receive a copy of the contract at this email.