INNOVO TERMS AND CONDITIONS FOR AFFILIATES
INNOVO is a free online B2B market network for companies of all sizes and for all goods and services where Buyers and Suppliers cooperate to create and share savings.
For the purpose of this Agreement the following words shall have the meanings attributed to them:
“Affiliate” means the organisation registered on the Network as an Affiliate, and who accepts theses terms and conditions.
“Commencement Date” means the date at which the Affiliate accepts these terms and conditions through the Network.
“INNBATE” means the share of savings paid by a Supplier in accordance with the percentage(s) posted on the INNOVO platform by the Supplier. The INNBATEs paid are shared between the Buyer, Affiliates, Good Causes and INNOVO.
“INNOVO” means INNOVO CENTRAL DIVISIONS LIMITED incorporated and registered in England and Wales with company number 07493762 whose registered office is at Woodside House, The Ridge, Cold Ash, Thatcham, RG18 9JB United Kingdom.
“Network” means the INNOVO Network owned and operated by INNOVO.
“Services” shall have the same meaning attributed to it in the User Terms and Conditions.
“Share of INNBATE” means the sum payable in accordance with the Share of INNBATE Schedule as set out in Schedule 1
“User Terms and Conditions” means the INNOVO Network T&C’s on the Website at the following link: http://innovo-network.com/innovo-policies-provisions click on "INNOVO Network T&C's”
“Website” means www.innovo-network.com
3. AFFILIATION PROCESS
3.1 Each Affiliate may nominate a number of individuals to represent itself as an Affiliate.
3.1.1 Each nominated individual is deemed to:
3.1.2. be an authorised representative of the organisation;
3.1.3 have the authority to enter into this Agreement on behalf of an organisation;
3.1.4 have the authority to bind an organisation to this Agreement;
3.2 INNOVO reserves the right to refuse to accept a request to become an Affiliate from an individual or organisation
3.3 No organisation or individual shall pass itself off or imply that it has Affiliate status until it has accepted these terms and conditions.
3.4 Both the Affiliate and INNOVO agree that these Terms and Conditions, including the User Terms and Conditions become legally binding on both parties from the Commencement Date.
4. BEING AN AFFILIATE
4.1 Both parties shall have the right to announce that the Affiliate is now an affiliated company of INNOVO. Both parties shall be entitled to use each other’s brands (formal branding shall be provided by each party) for marketing and PR purposes.
5. SHARE OF INNBATE SAVINGS ON INTRODUCTION OF NEW CUSTOMERS
5.1 For every organisation that declares that the Affiliate introduced it to the Network and who registers on the Network, the Affiliate shall be entitled to receive Share of INNBATE savings.
5.2 INNOVO shall pay the Affiliate Share of INNBATE savings in accordance with the Commercial Schedule at Schedule 1.
6. USE OF INNOVO NETWORK
6.1 The Affiliate shall:
6.1.1 use the INNOVO Network in accordance with the User Terms and Conditions. For the avoidance of doubt the User Terms and Conditions shall form part of this Agreement;
6.1.2 comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, export control laws, tax laws and regulatory requirements applicable in any jurisdiction in which they operate under these Terms and Conditions;
6.1.3 provide accurate information to INNOVO and update as it is necessary;
6.1.5 review and comply with notices sent by INNOVO concerning the Services; and
6.1.6 use the Network and Services in a professional and ethical manner.
7. RIGHTS AND OBLIGATIONS OF INNOVO
7.1 In addition to INNOVO rights, obligations and limits of liability reserved in the User Terms and Conditions, which shall form part of this Agreement, INNOVO further excludes any liability to the Affiliate to the fullest extent possible under law from:
7.1.1 any failure to provide the Affiliate with any sales leads;
7.1.2 any failure to promote the Affiliates preferred status with any project or arrangement being set up through the Network.
8.1 The Affiliate may terminate these Terms and Conditions for any or no reason at any time with 1 month written notice to INNOVO.
8.2 INNOVO may terminate these Terms and Conditions and the Affiliates account on the Network for any or no reason at any time with 1 month’s written notice to the Affiliate.
8.3 As more particularly set out in the User Agreement, INNOVO may permanently or temporarily terminate, suspend, or otherwise refuse to permit the Affiliate access to the Network and/or the Service without notice and liability, if, in INNOVO’s sole determination, the Affiliate violates any of the terms of these Terms and Conditions (including for the avoidance of doubt the User Terms and Conditions), including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at INNOVO’s sole discretion an unreasonable or disproportionately large load on INNOVO infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another organisation or person or otherwise misrepresenting the Affiliate's association with a person or entity, conducting fraud, hiding or attempting to hide identity; (v) interfering with the proper working of the Network and/or Service; or, (vi) bypassing the measures INNOVO may use to prevent or restrict access to the Network and Service, including, but not limited to, registering for the Service with a non-Network email address. Upon termination for any reason, the Affiliate continues to be bound by this Agreement.
8.4 Upon termination of these Terms and Conditions the Affiliate will lose access to the Network and the Services and cease to hold its self out as an affiliated company to INNOVO. The Affiliate will still be entitled to Share of INNBATE savings incurred prior to termination unless termination was by reason of clause 8.3 in which case no Share of INNBATE savings will be payable.
9.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being or by e-mail. In the case of e-mail, the sender must clearly state that the e mail contains a formal notice to the agreement and it shall not be deemed accepted until a response acknowledging the e mail has been received.
10. DISPUTE RESOLUTION
10.1 The Dispute Resolution provisions of the User Terms and Conditions shall apply to and form part of this Agreement.
11.1 The Security provisions of the User Terms and Conditions shall apply to and form part of this Agreement.
12.1 The Privacy provisions of the User Terms and Conditions shall apply to and form part of this Agreement.
13. PROPRIETARY RIGHTS
13.1 The Proprietary Rights provisions of the User Terms and Conditions shall apply to and form part of this Agreement.
14. GENERAL TERMS
14.1 Entire Agreement/Severability
14.1.1 The Entire Agreement/Severability provisions in the User Terms and Conditions shall apply to and form part of this Agreement.
14.2.1 INNOVO shall advise the Affiliate of any amendments made to these Terms and Conditions including the User Terms and Conditions, via the e-mail address provided by the Affiliate on registration to the INNOVO Network.
14.2.2 Any variations shall become legally binding as part of the Terms and Conditions within 20 calendar days of INNOVO notifying the Affiliate. Unless the Affiliate expressly states in writing within 14 calendar days of such notification that they do not accept the variations.
14.2.3 Only the latest version of each document shall be available on the INNOVO Network. Previous versions may be sent on request.
14.2.4 Failure by the Affiliate to provide the correct e-mail address, or failure to keep the e-mail address up to date, or failure to check or remove the INNOVO e-mail address from your spam folder shall not be acceptable as a reason for not notifying INNOVO that the Affiliate does not accept the revised version.
14.3 GOVERNING LAW
14.3.1 The Governing Law provisions in the User Terms and Conditions shall apply to and form part of this Agreement;
14.3.2 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and INNOVO’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.