This agreement sets out the terms on which Tentbox Limited, a company incorporated and registered in England and Wales with company number 10243845 whose registered office is at C/O Hatch Accountancy Ltd 19 Admirals Wharf, Lower Canal Walk, Southampton, England, SO14 3JQ (TentBox), will appoint the inpidual whose details are set out on the “TentBox Ambassador Sign-up” page (the Ambassador) (or such other place as required by TentBox), as its authorised Ambassador to perform the Services (as defined below) in accordance with the terms of this agreement.
By clicking on the “accept” button on the “acceptance page” the Ambassador agrees to these terms and conditions which will bind it.
Background
(a) TentBox is a developer and retailer of a range of roof-top tents available through its website https://tentbox.com/ and other sources (Endorsed Product).
(a) The parties have agreed that TentBox shall engage the Ambassador to play an active role in the promotion of the Endorsed Product.
Agreed Terms
1. Engagement to provide Services
1.1 In consideration of payment by TentBox to the Ambassador of the Commission (as defined in clause 9), the Ambassador agrees to provide certain services to TentBox, as follows:
(a) to meet potential customers of TentBox that have contacted the Ambassador to discuss, view, and receive a demonstration of, the Endorsed Product (Potential Customers);
(b) to discuss the Endorsed Product with Potential Customers, permit them to see the Endorsed Product, and perform a demonstration of the Endorsed Product; and
(c) refer Potential Customers to TentBox with a view to such Potential Customers purchasing the Endorsed Product, together, the Services.
1.2 The Ambassador acknowledges that TentBox shall be entitled in its discretion to engage the services of other individuals to endorse, promote or advertise the Endorsed Product worldwide at any time.
1.3 The Ambassador acknowledges that TentBox has explained clearly and fully to the Ambassador the nature, function and brand image of the Endorsed Product.
2. Ambassador’s other commitments
2.1 TentBox shall be entitled to the Services on a non-exclusive basis for the duration of this agreement.
2.2 The Ambassador confirms that it has not agreed to any other commitments to provide services to third parties during the term of this agreement that might cause the Ambassador to be in breach of this agreement.
2.3 The Ambassador agrees to continue to notify TentBox in writing should any such third-party commitments arise during the course of this agreement.
3. Ambassador’s obligations
3.1 The Ambassador agrees to:
(a) render the Services (the nature and content of which they acknowledge has been fully explained to them) in connection with the Endorsed Product;
(b) perform the Services and act as an ambassador for TentBox and the Endorsed Product conscientiously and in a competent manner and to the full limit of their skill and ability and promptly comply with all TentBox’s reasonable instructions in connection with this agreement;
(c) not make any claims as to the properties, functionality or other qualities of the Endorsed Product other than those authorised by TentBox;
(d) promptly pass on to TentBox any complaints the Ambassador receives about the Endorsed Product or any questions or comments the Ambassador receives in relation to the Endorsed Product that it is unable to answer;
(e) not make any pejorative statement relating to TentBox, any of TentBox’s other brand ambassadors or staff, or the Endorsed Product in public, online (including on social media), to the press, to Potential Customers or elsewhere;
(f) perform the Services solely in accordance with TentBox’s reasonable instructions as provided to it in writing (including by email, and including the Ambassador Guide which will be provided to it and may be updated from time to time), and all other applicable laws, guidance and regulations, as updated from time to time;
(g) remove any and all social media posts relating to the Endorsed Product over which it has control at the request of TentBox as soon as practicably possible;
(h) ensure that they accurately reflect their association with TentBox;
(i) keep TentBox informed throughout the term of this agreement of their contact details such as location, email address, and mobile telephone number at all times;
(j) inform TentBox immediately of any criminal prosecution or other complaint brought against them after the date of this agreement and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters;
(k) not do anything which in TentBox’s reasonable opinion would jeopardise the ability of the Ambassador to perform the Services or prejudice the goodwill or reputation of TentBox or the Endorsed Product; and
(l) not provide any services to any third party to endorse, promote or advertise any product or service that directly competes with the Endorsed Product, during the term of this agreement, without the prior written consent of TentBox.
3.2 The Ambassador shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind TentBox in any way, and shall not do any act which might reasonably create the impression that the Ambassador is so authorised.
4. Ambassador’s warranties and indemnity
4. The Ambassador warrants, represents and undertakes to TentBox that:
(a) they have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
(b) they are 18 years of age or older and they agree to provide TentBox with identification to confirm their age if required to do so by TentBox;
(c) they do not have any unspent criminal convictions of any kind subsisting at the date of this agreement;
(d) any material or content relating to TentBox or the Endorsed Product that they post to social media or otherwise publicise (Ambassador Content) will be wholly original to them (save to the extent that it incorporates material provided by TentBox) and will not infringe the copyright or any other rights of any third party;
(e) the Ambassador Content will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity; and
(f) he rights they have granted to TentBox are vested in the Ambassador absolutely and they have not previously assigned, licensed or in any way encumbered them and they agree not to do so in the future.
4.2 The Ambassador shall indemnify TentBox against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by TentBox arising out of or in connection with any third-party claims or any action, adjudication or decision taken against TentBox by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 4.1.
5. Referring Potential Customers
5.1 The Ambassador shall only refer Potential Customers to TentBox by:
(a) providing Potential Customers with a coupon code which Potential Customers can quote to TentBox when making an enquiry or purchase in respect of an Endorsed Product (Coupon Code), which may only be provided to the Potential Customer either in person, over the telephone, or via a private electronic message;
(b) making the unique affiliate URL provided to it by TentBox available online; or
(c) any other means notified to the Ambassador by TentBox in writing.
5.2 The Ambassador shall keep its Coupon Code private and confidential, only provide it to Potential Customers, and shall not make it available in any way to the public or to any third party that might otherwise make it so available (including third parties that act as a public source of coupon and discount codes) unless it is made available to the public via a means notified to the Ambassador by TentBox in writing.
6. TentBox’s obligations
6.1 TentBox shall provide the Ambassador with the Coupon Code and shall keep the Ambassador updated as to the means by which Potential Customers should be referred to TentBox.
6.2 TentBox warrants, represents and undertakes to the Ambassador that the Ambassador’s use, in accordance with this agreement, of any materials provided to the Ambassador by TentBox for incorporation into the Ambassador Content will not infringe the copyright or any other rights of any third party.
7. Intellectual property rights
7.1 The Ambassador assigns to TentBox absolutely with full title guarantee all its right, title and interest in and to the copyright and all other rights (including without limitation all performers’ property rights under Part II of the CDPA) throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, insofar as the Ambassador is able, in perpetuity) including by way of present assignment of future copyright and all other rights in all products of the Services including, without limitation, all Ambassador Content.
7.2 The Ambassador irrevocably grants to TentBox their consent to make full use of the Ambassador Content, in all media worldwide.
8. Ambassador profile on TentBox’s website
The Ambassador irrevocably grants to TentBox the right for the term of this agreement to list the Ambassador as an ambassador for TentBox on TentBox’s website, including any photograph, location and contact details (including telephone number and email address) of the Ambassador that it provides to TentBox for such purpose. The Ambassador acknowledges and agrees that members of the public (namely Potential Customers) may view the Ambassador’s profile on TentBox’s website and contact the Ambassador to receive the Services at any time.
9. Payment of Commission
9.1 During the term of this agreement, TentBox shall pay to the Ambassador commission at a rate notified to and agreed with the Ambassador in writing (including email) on purchases of the Endorsed Product made by Potential Customers (Commission) provided that the following conditions have been fulfilled:
(a) the Ambassador has performed the Services in respect of the Potential Customer;
(b) the Ambassador has provided the Coupon Code to the Potential Customer;
(c) the Potential Customer has used the Coupon Code to purchase the Endorsed Product from TentBox;
(d) the Potential Customer has not returned the Endorsed Product within three (3) months of the date of purchase (the Return Period); and
(e) the Coupon Code was not present on any public website at the time the Coupon Code was used by the Potential Customer, including websites that act as a public source of coupon and discount codes.
9.2 Commission will also be payable on purchases of the Endorsed Product that result from a referral made via the unique affiliate URL provided by TentBox to the Ambassador.
9.3 TentBox shall pay the Commission due to the Ambassador in respect of each sale of an Endorsed Product after the end of the Return Period in respect of that product sold.
9.4 The Ambassador shall provide TentBox with an invoice in respect of Commission due via PayPal (or such other means as requested by TentBox). The Ambassador acknowledges that it is responsible and liable for any transaction or processing charges raised by PayPal or any other third-party payment provider being used.
9.5 The Ambassador hereby confirms that they are self-employed and solely liable for all tax due in respect of payments they receive under this agreement and shall indemnify TentBox and keep TentBox indemnified against any proceeding in respect of any non-payment by them in respect of any such tax.
10. Limitation of liability and indemnity
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in this agreement shall limit any liability under clause 2 (Ambassador’s indemnity).
10.3 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4 Subject to clause 10.2 (liability under identified clauses) and clause 10.3 (liabilities which cannot legally be limited):
(a) TentBox’s total aggregate liability to the Ambassador under this agreement in any 12-month period starting on the Commencement Date and on each anniversary of the Commencement Date (a Contract Year), whether in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, shall not exceed 50% of the amounts paid by TentBox to the Ambassador under this agreement in that Contract Year;
(b) TentBox shall not have any liability to the Ambassador for:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; or
(vii) indirect or consequential loss;
(c) TentBox shall have no liability for loss of publicity or loss of opportunity to enhance the Ambassador’s reputation, even if TentBox delays or abandons the production, sale or exploitation of the Endorsed Product or the use of the Services.
10.6 TentBox shall not be liable for any defect in an Endorsed Product or any other loss or liability incurred by any party resulting from the Ambassador providing any installation services in respect of products purchased by Potential Customers, and the Ambassador hereby indemnifies TentBox against any such loss or liability it might incur resulting from the same.
11. Termination
11.1 This agreement shall commence on the date that it is accepted (the Commencement Date) and shall continue until terminated in accordance with clause 11.2.
11.2 Without affecting any other right or remedy available to it, TentBox may terminate this agreement at any time for any reason, with immediate effect, by giving written notice to the Ambassador.
11.3 On termination of this agreement:
(a) the Ambassador shall cease to associate themselves with TentBox and remove references to TentBox and the Endorsed Product from their social media profiles and, to the extent so requested by TentBox, any past social media posts relating to TentBox or the Endorsed Product over which they have control;
(b) neither party shall have any further obligation to the other under this agreement except as provided in this agreement (and for the avoidance of doubt TentBox shall not be obliged to pay any further Commission to the Ambassador, including any Commission outstanding at the date of termination);
(c) the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and
(d) TentBox will remain entitled to all rights granted or assigned to it under this agreement.
12. Assigment and other dealings
12.1 The Ambassador shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this agreement.
12.2 TentBox may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
13. No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of any other person.
14. Notices
Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally (deemed to be received when left at the relevant address), or sent by pre-paid first class post or other next working day delivery service (deemed to be received at 9.00 am on the second working day after posting), or by commercial courier (deemed to be received on the date and at the time that the courier’s delivery receipt is signed), or email (deemed to be received one working day after transmission). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15. Entire agreement
15.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16. Variation
TentBox may vary the terms of this agreement at any time by giving the Ambassador seven (7) days’ advance notice in writing (including by email) of the proposed variation. Ambassador shall be entitled to terminate this agreement if it rejects the proposed variation by giving notice to TentBox within the seven (7) day period following TentBox’s notice. If the Ambassador does not give any such notice to terminate, it will be deemed to have accepted the variation and this agreement will be deemed amended accordingly.
17. Remedies
17.1 The Ambassador acknowledges that in the event of any breach of any of the terms of this agreement by TentBox, the Ambassador’s sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect TentBox’s ability to exploit its rights relating to the Endorsed Product.
17.2 The Ambassador acknowledges that the Services are of a unique character, and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Ambassador. Accordingly, and without prejudice to any other rights or remedies that TentBox may have under this agreement, TentBox shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this agreement.
18. Data protection
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
19. Anti-bribery
19.1 The Ambassador shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with such policies relating to ethics, anti-bribery and anti-corruption as TentBox may provide to the Ambassador and update from time to time; and
(d) promptly report to TentBox any request or demand for any undue financial or other advantage of any kind received by the Ambassador in connection with the performance of this agreement.
19.2 Breach of this clause 19 shall be deemed a material breach of this agreement.
20. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Third-party rights
Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
22. Confidentiality
22.1 Each party undertakes that it shall not at any time during the Term of this agreement, and for a period of five (5) years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
22.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 22; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
22.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
23. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
24. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.