This Omlet Affiliate Operating Agreement ("Operating Agreement") contains the terms and conditions that govern your participation in the Omlet Ltd Affiliate Program (the "Program"). "We," "us," or "our" means Omlet Ltd or any of its affiliate companies (excluding those that sell retail products), as the case may be. "You" or "your" means the applicant.

By checking the box indicating that you agree to the Terms and Conditions of this Operating Agreement, or by continuing to participate in the Program following our posting of a revised Operating Agreement, you agree to be bound by this Operating Agreement; if you do not agree to be bound by the Terms of this Agreement, do not check the box indicating that you agree to the Terms and Conditions and do not use participate in the Program.

1. Description of the Program

   The purpose of the Program is to permit you to advertise our Products on your site and to earn commission for Purchases made by your end users. A "Product" is any item sold on the Omlet website. Product may also include certain services. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Omlet website.

2. Definitions and Interpretation

   In this Operating Agreement the following terms shall have the following meanings:

   Term	Definition
   "Business Day"	means any day other than Saturday or Sunday that is not a bank or public holiday
   "Commencement Date"	means the date that you accept this Agreement
   "Commission Rate"	means the percentage of commission paid on net sales revenue set out in Clause 11
   "Confidential Information"	means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under this Agreement
   "Current Term"	means the Term that the Parties may be in at any given time
   "Direct Referral"	means a sale to a customer who has been lead to the Company Website through your website where that customer can be tracked directly from the latter to the former without any further intermediaries
   "Intellectual Property Rights"	means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977
   "Registered Email Address"	means the email address of Omlet Ltd as provided in the Affiliate Administration Area or the email address of the your company as provided in the Affiliate's Registration Data
   "Registration Data"	means the information provided by you when registering for enrolment in the Program
   "Returns Policy"	means the our returns policy as set out at https://www.omlet.co.uk/misc/site_policies.php?display=terms
   "Term"	means the term of this Operating Agreement, as defined in Clause 17 of this Operating Agreement, during which the Affiliate shall participate in the Program under the terms and conditions set out in this Operating Agreement

   
   

   The headings used in this Operating Agreement are for convenience only and shall have no effect upon the interpretation of this Operating Agreement. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.

3. Enrolment in the Program

   You agree that, at the time of registration, you will provide accurate and complete Registration Data (including your email address and other contact information) and that you shall inform us of any changes in such Registration Data. You must accurately identify your website in your application.

   We may, at their sole discretion, review and evaluate your website. You will be informed of the outcome of your application and notified if your application has been accepted of rejected. If we reject your application, you are welcome to reapply at any time.

   Following your acceptance of the terms set out in this Operating Agreement, you will receive further instructions to allow you to commence marketing our goods.

   We may, at our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an application may be rejected include, but are not limited to, content on the your website that:

   • is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
   • facilitates or promotes violence, terrorism, or any other criminal activity;
   • is sexually explicit; or
   • infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
   • includes any trademark of Omlet or its affiliates, or a variant or misspelling of a trademark of Omlet or is affiliates, in any part of a domain name.
   • otherwise violate intellectual property rights.

4. The Relationship

   Nothing in this Operating Agreement shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, #any Party the agent of any other Party for any purpose.

   Subject to any express provisions to the contrary in this Operating Agreement, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf us or bind us in any way.

   You consent to us sending you emails relating to the Program from time to time.

   You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our Affiliates, or in connection with our website or the Program, that are not expressly permitted under the Operating Agreement. For example, you will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our Affiliates' trademarks or logos (including any Trade Mark) or any Content in connection with an offline promotion or in any other offline manner (e.g., in any printed material, mailing, email or attachment to email, or other document, or any oral solicitation).

5. Website Links

   In the Affiliate's Administration Area will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and a selection of graphic files to which the HTML code should be applied.

   The HTML code as it appears in the Affiliate's Administration Area must be copied exactly and not altered in any way. Failure to comply with this condition may result you receiving no credit for sales that are generated through the your website.

   Under no circumstances may any of the graphic files provided by us be modified in any way without our prior written authorisation. You may not use graphic files of your own to link to the our website.

   All graphic files that we may provide for use as links may be displayed throughout the your website as you deem appropriate. We reserve the right to request the alteration or removal of a link from your website.

   You are required to assume full responsibility to maintain all links to the our website from the your website.

   You consent to us monitoring, recording, using and disclosing information about your website and visitor to your site that we obtain in connection with the display of content from our website.

   You may only place the links on your own website or on your YouTube channel or Social Media Profile Page with our prior agreement. Under no circumstances may you put links in any form of social media, messaging apps, mass mailings, bots, paid advertising networks, promo code websites, newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc.

6. Site Maintenance and Content

   Each Party shall be exclusively responsible for maintaining and updating its own website. Subject to the provisions of this Clause and Clause 14, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.

   Neither Party shall be under any obligation to pre-screen any content added to their website by third parties; However, neither Party may host any content that:

   1. is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
   2. facilitates or promotes violence, terrorism, or any other criminal activity;
   3. is sexually explicit; or
   4. infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.

   In the event that either Party receives from the other a written notification of any content that falls within that described as above, such content must be removed within 2 Business Days of receipt of such notice.

7. Display of Company Information

   You are free to display pricing information relating to the products marketed by us. It is your the responsibility keep such information up-to-date through your own efforts; we will not provide pricing information updates to you.

   We reserve the right to alter pricing at any time in accordance with own policies.

8. Customer Referral Requirements

   Terms and Conditions relating to the referral of customers to us via links on the your website can be found on our website at https://www.omlet.co.uk/misc/site_policies/

   We reserve the right to alter such Terms and Conditions at any time.

9. Orders

   We undertake to use their best and reasonable endeavours to process and fulfil all orders placed by referred customers generated by you. We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 8 of this Operating Agreement.

   It shall be our full responsibility to ensure that all orders are completed. We shall be responsible for order entry, payment processing, handling, shipping, cancellations, returns and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.

10. Affiliate Sales Reporting

    We will track the following elements of all sales:

    1. origin;
    2. sales generated;

    Full reports of all sales generated through the links on your website will be available in the Affiliate's Administration Area. We reserve the right to alter the form and content of such reports without notice. We will make every reasonable effort to ensure the privacy of our customers but not providing information that may be used to identify customers.

11. Commission and Referral Fees

    You will be paid commission calculated on the following basis:

    1. All Sales, excluding those that have also used an Ambassador Code, that result from Direct Referrals will attract a commission of 5% of ex tax price of the Goods Sold.
    2. If a person places an order using an Omlet Ambassador promotion code then this commission will take precedent over any affiliate commission that would have been generated from a direct link from the Affiliate's website in the same or overlapping period of time. For the avoidance of doubt, Ambassador and Affiliate commissions cannot be jointly earned and an Ambassador will receive the commission from a sale not the Affiliate.  Click here to see Ambassador Terms and Conditions
    3. Cookies may be used to identify customers that have previously been referred through the your website. The expiration or removal of the our cookies by the customer or after a period of 60 days after the most recent Direct Referral for a particular customer, whichever is earlier. In the event that such customers are identified, sales will (unless referred directly from another affiliate's website) attract a commission. In the event that a customer cannot be tracked, no commission will be paid.

    Commission shall be calculated only once the order is completed - which is once we have received payment in full from the customer and the goods have been shipped to the customer. A customer's order is classed as completed after 30 days (this time period reflects the time limit set out in our Returns Policy). You may raise one payment request per month for your confirmed commission. This payment will be processed and paid on the 27th of each month. Commission earned through our affiliate program must be claimed within 12 months of the order's completion to be eligible for payment. Failure to request payment within this timeframe will result in the removal of the commission from your account.

    In the event of any refunds issued for any reasons including, but not limited to, fraud and where such refunds are not incurred through any fault of us, you may be contacted to arrange for the repayment of any related commission.

    Any and all commission paid to you shall be based on sales revenue less any tax due; however you may still be liable to pay tax on your commission. By accepting the Terms and Conditions of this Operating Agreement you acknowledge that you are solely responsible for the payment of tax on any income they may generate through your involvement in the Program.

    We reserves the right to modify Commission Rates at any time. You will be given 10 Business Days' prior written notice (the "Notice Period") of any such change. You will be given the option to opt out of the Program within the Notice Period and will, on the exercise of that option, be paid any Commission due.

12. Trade Marks

    Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, our website in connection with the Program, we grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty free licence to use our trade marks, such trade marks being detailed in Schedule 1 to this Operating Agreement (the "Trade Marks") for sole purpose for use on your website.

    You may use the Trade Marks only to the extent required to establish links and perform their obligations as an affiliate under the terms of this Operating Agreement.

    In the event that you wish to use the Trade Marks for any purposes outside of this Operating Agreement you must not do so without prior written consent, such consent not to be unreasonably withheld.

    By accepting the terms of this Operating Agreement you hereby agrees that:

    • The Trade Marks shall remain the property of Hebestudio Ltd unless and until they have been assigned those marks to a third party;
    • nothing in this Operating Agreement shall be deemed to confer any ownership rights in the Trade Marks on to you; and
    • You shall not contest the validity of our trade marks.

    You may not use the Trade Marks in emails or offline.

13. Intellectual Property

    Unless otherwise expressly indicated we are the sole and exclusive owner of all Intellectual Property Rights ("IPRs") in the our website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the same. We shall also be the sole and exclusive owner of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.

    We shall be the sole and exclusive owner of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.

14. Affiliate Warranties and Indemnity

    In accepting the terms of this Operating Agreement you warrant and acknowledge that your website does not and will not contain any content that:

    • is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
    • facilitates or promotes violence, terrorism, or any other criminal activity;
    • is sexually explicit; or
    • infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.

    Your website is and shall remain functional and, subject to the provisions of Clause 18 of this Operating Agreement, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the Internet;

    All necessary authorities, consents and approvals have been obtained in respect of your obligations under this Operating Agreement and will remain valid and effective throughout the Term;

    Your obligations under this Operating Agreement shall constitute legal, valid and binding obligations. Such obligations shall be direct, unconditional and general obligations; and you will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that may be conducted.

    By accepting the terms of this Operating Agreement you agree that it shall indemnify us in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by us as a result of, or in connection with:

    • breach of any warranty given by you in relation to your website;
    • any claim that the your website infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and
    • any act or omission by you or your employees, agents or sub-contractors in performing your obligations under this Operating Agreement.

15. Disclaimers

    We make no warranty or representation that our Website, the Program, or any goods sold through the Program will meet you requirements or those of the your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.

    We makes no guarantee of any specific results from the use of our website or from enrolment in the Program.

    We makes no guarantee that our Website shall remain functional and accessible to all users of the Internet.

16. Liability

    We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we has been advised of the possibility of such loss being incurred.

    Our entire liability to the you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Operating Agreement shall be limited to £1.

    Notwithstanding any other provision in this Operating Agreement, our liability to the you for death or injury resulting from our own negligence or that of its employees, agents or sub-contractors shall not be limited.

17. Term and Termination

    The term of this Operating Agreement will begin upon our acceptance of your Application or by you participating in the Program. The Operating Agreement will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving written notice to the other.

    Upon the termination of this Operating Agreement for any reason, the Affiliate shall remove the links established under this Operating Agreement.

    Upon the termination of this Operating Agreement for any reason, all licenses granted shall also terminate. You will immediately stop using the Content and Trade Marks and promptly remove from your site and delete or otherwise destroy all links to our website, all our Trade Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

18. Modification

    We may modify any of the Terms and Conditions contained in this Operating Agreement at any time and in our sole discretion by posting a change notice, revised agreement, on our Website. Modifications may include, for example, changes to commission fees, payment procedures, Program requirements or any other change to our standard operation proceedures. If any modification is unacceptable to you, your only recourse is to terminate this Operating Agreement and to stop participation in the program. If you continue to participate in the Program following our posting of a change notice, revised operating agreement, on our Website will constitute your binding acceptance of the change.

19. Confidentiality

    Each Party (a "Receiving Party") shall keep the Confidential Information belonging to the other Party (a "Supplying Party") confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform it's obligations under this Operating Agreement and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:

    • at the time of its acquisition was in the public domain; or
    • at a later date comes into the public domain through no fault of the Receiving Party.

    Each Party hereby agrees and undertakes:

    • that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
    • that its right to use Confidential Information shall wholly cease upon the termination of this Operating Agreement; and
    • to return to the Supplying Party on termination of this Operating Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.

20. Force Majeure

    Neither Party to this Operating Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

21. Severance

    The Parties agree that, in the event that one or more of the provisions of this Operating Agreement is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Operating Agreement. The remainder of this Operating Agreement shall be valid and enforceable.

22. Notice

    Unless otherwise stated in this Operating Agreement, the Parties agree that all notices to be served under this Operating Agreement shall be in writing and may be sent by email to the other Party's Registered Email Address.

23. Entire Agreement

    This Operating Agreement shall embody and set forth the entire Operating agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Program or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Operating Agreement, save for any representation made fraudulently.

    Unless otherwise expressly provided elsewhere in this Operating Agreement, the Operating Agreement may be varied only by a document signed by both of the Parties.

24. General

    No Waiver - The Parties shall agree that no failure by either Party to enforce the performance of any provision in this Operating Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Operating Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

    Non-exclusivity - The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.

    Non-assignment - The Affiliate may not assign any or all of its rights or obligations under this Operating Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld.

25. Dispute Resolution (Arbitration)

    It is hereby agreed that where any dispute or difference relating to this Operating Agreement arises between the Parties that matter shall be referred to the arbitration of a single arbitrator to be agreed between the Parties.

26. Law and Jurisdiction

    This Operating Agreement shall be governed by the laws of England and Wales.

    Any dispute between the Parties relating to this Operating Agreement shall be fall within the jurisdiction of the courts of England and Wales.