The latest version was saved by Jaime Velasco on 2007-08-31 13:48:08
ON-LINE MARKETING AGREEMENT
– between –
- and -
3. GENERAL CONDITIONS ETC.
5. INVOICING and PAYMENT TERMS
6. CONTACT PERSONS
ON-LINE MARKETING AGREEMENT
[COMPANY/NAME] , Company No. [COMPANY/NUMBER] . [COMPANY/ADRESS] .
and [COMPANY2/NAME] , Company No. [COMPANY2/NUMBER] . [COMPANY2/ADRESS] . have on this day entered into the following agreement for onlinemarketing solutions (this agreement including appendices attached hereto is hereafter collectively referred to as the “Agreement”).
[COMPANY/NAME] and [COMPANY2/NAME] are hereafter each referred to as a "Party" and together the "Parties".
[COMPANY/NAME] has developed a system for monitoring and tracking activities on the Internet[COMPANY/NAME] operates a service based on this system which can be provided to [COMPANY2/NAME]. The service will allow [COMPANY2/NAME]to set up a marketing and sales partnership program in its own name (“Affiliate Program”) which program, through the payment of commission, may encourage other web site operators to link and transfer visitors to [COMPANY2/NAME]`s web site and thereby increase the number of for example impressions, unique visitors, leads and/or sales on the [COMPANY2/NAME]’s website. Website operators will have access to the Affiliate Program and become “Publishers” only after they have entered into a Publisher Agreement with [COMPANY/NAME]. Agreements in respect of the Affiliate Program will consequently exist only between [COMPANY/NAME] and [COMPANY2/NAME] and [COMPANY/NAME] and the Publishers.
[COMPANY2/NAME]wishes to have an Affiliate Program in its own name and [COMPANY/NAME] agrees to provide and administer the Affiliate Program on the terms set out in this Agreement.
Against this background the Parties have agreed as follows.
In consideration of payment of the fees set forth [COMPANY/NAME] will provide the Service to [COMPANY2/NAME] on the terms set out in this Agreement.
The Service supplied under this Agreement shall be subject to [COMPANY/NAME]’s general terms and conditions as set forth in (“Terms & Conditions”).
Publishers will be paid from the Prepayment Account in accordance with the provisions of Section 5 below.
Remuneration to the Publishers will be paid by [COMPANY2/NAME] (via [COMPANY/NAME] ) in accordance with any of the models set out and at payment rates applicable from time to time.
[COMPANY2/NAME] is, at any time, entitled to change the payment rates in or the conditions under which Publishers are paid, by 3 days' written notice to [COMPANY/NAME].
[COMPANY/NAME] shall have the right to invoice [COMPANY2/NAME] for the Set Up fee and the Prepayment Balance immediately upon signature of this Agreement.
Thereafter, [COMPANY/NAME] will invoice [COMPANY2/NAME] on a monthly basis in arrears for Network Access fees and value added services (if any).
On issue of an invoice by [COMPANY/NAME] , [COMPANY2/NAME] will transfer £ ("Prepayment Balance") to a [COMPANY/NAME] prepayment account ("Prepayment Account"); the details of such Prepayment Account will be communicated to [COMPANY2/NAME] by [COMPANY/NAME] . [COMPANY/NAME] may, on reasonable notice to [COMPANY2/NAME] , based on [COMPANY/NAME] ’s usage of the Service, revise the amount which should be maintained as the Prepayment Balance.
[COMPANY/NAME] will, at reasonable intervals, based on the Company’s usage of the Service, issue invoices to the Company for the replenishment of the Prepayment Account as set out below.
If the balance of the Prepayment Account falls or is likely to fall below £  or an amount equal to 40% of any revised balance of the Prepayment Account ("Minimum Balance"), an invoice shall automatically be issued to the Company for an amount to replenish the Prepayment Account to the level of the Prepayment Balance.This invoice will give a breakdown of fees due to Publishers and [COMPANY/NAME] ("Fees Due").
Subject to such reclassification, [COMPANY2/NAME] agrees to the Fees Due being deducted from the Prepayment Account.
If the balance of the Prepayment Account is not replenished to the level of the Prepayment Balance by the due date of the invoice referred to above, [COMPANY/NAME] is entitled to terminate [COMPANY2/NAME] 's use of the Service, and refund any balance owing to [COMPANY2/NAME] after deduction of the Fees Due.
If, during the period for payment of the invoice above, [COMPANY2/NAME] ’s usage of the Service is such that the remaining balance of the Prepayment Account is likely to be entirely depleted, [COMPANY/NAME] is entitled to temporarily suspend [COMPANY2/NAME] ’s use of the Service, until such time as the Prepayment Account is replenished to the level of the Prepayment Balance.
[COMPANY2/NAME] may increase the level of the Prepayment Account at any time, but if at any time the Prepayment Account balance reaches zero, the Service will be suspended.
Payment shall be made no later than 30 (thirty) days from invoice date.
Within a [14 (fourteen) day] period from the generation of a Sale or a Lead, [COMPANY2/NAME] will be able to, using [COMPANY/NAME]'s web-based interface or by sending information to [COMPANY/NAME] in a form agreed between the Parties, reclassify Sales and / or Leads, using pre-defined reasons e.g. including, without limitation, if goods are returned to [COMPANY2/NAME] or if a registration is not completed or valid.
[COMPANY/NAME] optionally offers [COMPANY2/NAME] (i) advanced prepayment facilitating [COMPANY2/NAME] ’s management of the Prepayment Account, and/or (ii) payment through direct debit.
If [COMPANY2/NAME] should at any time fail to make timely payment in full, [COMPANY/NAME] is entitled to charge interest on the amounts due on a daily basis with an interest rate of Libor plus 2% per annum. In addition, [COMPANY2/NAME] shall pay all costs of collection, including reasonable attorneys' fees and costs in the event any collection effort or action is required to collect the fees.
In order to get access to the Service [COMPANY2/NAME] shall fill out the necessary details regarding [COMPANY2/NAME] ’s Contact Person(s) and return this to [COMPANY/NAME] (at the above address) no later than 14 days from the date when this Agreement is signed.
The Agreement has been drawn up and executed in two (2) identical copies of which the parties have taken one each.In witness whereof the Parties have caused this Agreement to be duly executed by their authorised representatives on the date stated below:
Name: [COMPANY/AUTHORISED] N ame: [COMPANY2/AUTHORISED]
Title: [COMPANY/AUTHORISED_TITLE] Title: [COMPANY2/AUTHORISED_TITLE]