This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in Virtual College Limited’s Affiliates Programme (the "Programme"). As used in this Agreement, "we" means Virtual College Limited., "you" means the applicant, and "Services" means course subscriptions offered on the “Websites” meaning http://www.virtual-college.co.uk or any other web property registered to Virtual College Limited which is linked by text links and banners we provide to you through the Affiliates Portal, which is an online members resource for you.
To be a member of the Programme you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using this service.
Enrolment in the Programme
To begin the enrolment process, you will submit a complete Programme application via our site. You shall provide us with accurate and complete registration information. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Programme due to the content of the site in relation to our audience and subject matter.
Linking to our Websites
Via the Affiliates Portal we will provide text links and banners that can be added to your website or included as part of an email. These links between your Website and our Website are designed for tracking and reporting. You will be solely responsible for properly utilising the link formats. We do not accept any responsibility for the incorrect use of the special links / link formats and therefore we shall not be accountable for any loss of fees as a result of your errors.
You further agree not to use the links on any website which sends or posts any message or material that is unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic or violates any applicable law and you hereby indemnify Virtual College Limited against any loss, liability, damage or expense of whatever nature caused by or attributable to such links, whether directly or indirectly.
Any misuse of links, whether it be on inappropriate websites, or ‘spam’ email is not the responsibility of Virtual College Limited and any reported misuse will result in expulsion from the Programme and all learning Programmes associated with Virtual College Limited.
Subject to the terms and conditions of this Agreement, you will be paid a referral fee for each customer referred from your site through text links and banners on your site who successfully purchases any course on our Websites. If it is later found that the customer's purchase was refunded, we retain the right to withhold any payments to you resulting from that individual's purchases. Referral fees are paid on Internet based orders only and does not apply to services other than those listed on the Websites.
The Programme relies on cookies to track customers. If for whatever reason, the customer isn't using cookies and they cannot be tracked i.e. the cookie expires or the customer deletes the cookie, you will not earn referral fees for any orders that customer may place. Our cookies are set to expire either 30 days from the initial customer visit or immediately following a customer transaction.
If at any time the commissions owed to you become less than the total deductions (due to refunds as mentioned above) the difference shall be immediately payable to Virtual College Limited.
Commission may not be paid to an Affiliate if the details we hold for that Affiliate are not accurate. It is the Affiliates' responsibility to make sure that Virtual College Limited is notified of any change in their details such as email or postal address or bank details. We also reserve the right to cancel commission payments if we believe that there have been any fraudulent attempts to use the Programme.
Referral Fees Schedule
You will earn referral fees on sales, as detailed in your welcome email, upon your acceptance into the Programme. Such fees are subject to change and may include periodic incentives. We will attempt to give you 7 days’ notice of any change that will have a negative effect on your commission structure, but you expressly agree that such notice may be given retrospectively.
Policies and Operating Procedures
Customers purchasing services from Virtual College Limited through this Programme will be deemed to be customers of Virtual College Limited. Accordingly, all Virtual College Limited rules, policies, and operating procedures concerning the services will apply to those customers. We may change our policies and operating procedures at any time.
We grant you a non-exclusive, non-transferable, non-sub licensable, revocable right to use our logos and text for which we grant express permission, solely for the purpose of identifying your site as a Programme participant. All images, logos and text are considered copyright of Virtual College Limited and must be obtained through the Affiliate Portal. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Virtual College Limited. We may immediately terminate this Agreement and cancel all subscriptions if these terms are broken.
Pay Per Click (PPC) Advertising
We do not allow any Pay Per Click (PPC) advertising which either links to our website, or includes the Virtual College brand name.
Illegal Activity and Immoral or Controversial Websites
Virtual College takes a zero tolerance policy toward Affiliates using our advertising on websites that support illegal activity of any nature. This rule applies to UK law. Any website that supports illegal activity, even if not directly involved, may be removed from the Programme without prior warning.
Occasionally we may feel the content of a website, although not illegal, is regarded as socially immoral or controversial. In such cases we reserve the right to terminate Affiliate Agreements with immediate effect. Examples of content that fits this category would be:
Pornography, extreme political views or support for extremist activity, sales of illegal drugs. If you think there is a danger of your website being unfairly categorised as controversial, please contact us and we will consider each request separately.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You are also responsible for any potential taxes due on the collected commissions. You will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. Any violation of these terms and conditions may cause us to terminate this Agreement.
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or Virtual College Limited may terminate this Agreement at any time, with or without cause, by giving the other party written or emailed notice of termination. You are only eligible to earn referral fees on subscriptions occurring during the term of this Agreement. We may withhold your final payment to ensure that the correct amount is paid. Your site is subject to periodic review. If we determine at any point after acceptance into our Programme that your site is not suitable for the Programme, we may unilaterally end the status of your site as an Affiliate.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a new Agreement on our site. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. Your continued participation in the Programme following our modifications will constitute a binding acceptance of the change.
Limitation of Liability
We will not be liable for indirect, special or consequential damages (or loss of revenue, profits or data) arising in connection with this Agreement or the Programme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Programme will not exceed the total Affiliate Referral Fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Programme or any products sold through the Programme including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our Websites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all the terms and conditions set forth herein. You agree that, in interpreting this Agreement, no weight shall be placed upon the fact that this Agreement has been drafted by us, and you shall not assert that this Agreement is unenforceable or invalid on the grounds that it is a contract of adhesion, that it is unconscionable or any similar theory. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the Programme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
This Agreement will be governed by the English law, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of England and Wales, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.