AFFILIATE MARKETING TERMS AND CONDITIONS

Last modified: 4 October 2021
  1. Section 1: General

    1. These terms and conditions (the Affiliate Agreement) govern the Affiliate Programme made available by Raffall Limited (Raffall, we or us).
    2. These Terms and Conditions represent the whole agreement and understanding between Raffall and the individual or entity who participates in the Affiliate Programme (the Affiliate, or you) as notified to Raffall in accordance with this Affiliate Agreement.
    3. Please read this Affiliate Agreement carefully as it represents a legally binding agreement between you and Raffall. Your use of the Affiliate Programme signifies your agreement to comply with all of the terms and conditions set out in this Affiliate Agreement.
    4. Raffall may terminate your participation in the Affiliate Programme as either a Host or Affiliate at any time, with or without notice, for any conduct which:
      1. is in breach of this Affiliate Agreement;
      2. is harmful to Raffall’s business; or
      3. for conduct where the use of the Affiliate Programme is deemed unacceptable, as at Raffall’s sole discretion.
    5. The definitions and rules of interpretation set out in Section 10 of this Affiliate Agreement apply throughout.
  1. Section 2: Affiliate Eligibility, Referrals and Tracking

    1. Persons may only become Affiliates if they have a validated account to use Raffall’s services with verified contact details including but not limited to a verified email address.
    2. Raffall will provide the Affiliate with specific referral links which link to the Applicable Competition hosted on Raffall’s platform (Referral Link).
    3. The Affiliate is not authorised to modify or alter the Referral Links or the cookies in any way. Raffall is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.
    4. Raffall will track Successful Click-Throughs from your Referral Link using cookies . Only users who make a purchase from a tracked Referral Link will be considered referrals of the Affiliate and recorded as such in the Affiliate Dashboard.
  1. Section 3: Affiliate Commission

    1. The Affiliate is entitled to the specified commission for each ticket sold via a Successful Click-Through as recorded in the Affiliate Dashboard (Affiliate Commission).
    2. Raffall endeavours to provide earnings reports in real time through the Affiliate Dashboard which will detail Successful Click-Throughs and can be used to generate account statements which the Affiliate may download.
    3. The Affiliate Commission will be available for withdrawal on the last day of the following month from when the Commission was earned.
    4. The Affiliate must notify Raffall of their Withdrawal Request using the ‘Withdraw’ button provided on the Affiliate Dashboard.
    5. All Affiliate Commissions are payable in the competition currency only, except as otherwise determined by Raffall at its sole discretion.
    6. The Affiliate is responsible for providing Raffall with the full and accurate details that are required to process the Affiliate Commission, and is solely responsible for errors resulting in delays or non-payment.
    7. In the event of any activity deemed suspicious by Raffall, Raffall may delay the payment of the Affiliate Commission by up to 12 months to verify the relevant transactions. Raffall reserves the right to recalculate, void, or disqualify any referrals or Affiliate Commission in the event of any fraudulent, deceptive or any other activity deemed unacceptable by Raffall at its sole discretion.
  1. Section 4: Advertisements

    1. Raffall hereby grants the Affiliate a non-exclusive, non-transferable, limited license to use the Raffall logos and name for the sole purpose of promoting our service within the context of the Affiliate Programme. This license will expire upon termination of the Affiliate's participation in the Affiliate Programme.
    2. The Affiliate may only display advertisements that contain Raffall's logos or service marks in good taste. The Affiliate may not use Raffall's logos or service marks in a manner that, in Raffall's sole discretion, portrays Raffall in a negative light.
    3. All marketing activities must be professional and in full compliance with all applicable laws and the Affiliate will be solely responsible for its own marketing activities.
    4. Raffall may, without prior notice, require the Affiliate to remove or modify any advertisements in Raffall's sole discretion.
    5. The Affiliate hereby grants Raffall an unlimited licence to use any materials produced by the Affiliate to promote competitions hosted on Raffall’s platform, whether digital or otherwise, for Raffall’s own marketing purposes, including but not limited to, any Instagram stories, Instagram posts, Facebook posts, Twitter posts, or any other media or social media use to share the Affiliate’s Referral Link.
  1. Section 5: Termination

    1. Raffall reserves the right to terminate the Affiliate's participation in the Affiliate Programme at any time for conduct that is in material breach of this Affiliate Agreement or for conduct that Raffall, in its sole discretion, deems to be harmful to its business or any third party.
    2. Upon termination, the Affiliate will lose access to its Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Commission.
  1. Section 6: Relationship of Parties

    1. Nothing in this Affiliate Agreement will create any partnership, employment, representative, agency, or joint venture relationship between the parties.
    2. Raffall and the Affiliate are independent contractors and the Affiliate has no authority to act on Raffall's behalf.
  1. Section 7: Limitation of Liability

    1. The Affiliate Programme is provided on an "as is" and "as available" basis and the use of the Affiliate Programme is at the Affiliate's own risk.
    2. Raffall makes no representations or warranties, either expressed or implied, with respect to the Affiliate Programme, or any service or information provided through the Affiliate Programme.
    3. Raffall is not responsible for any damages, injury or economic loss arising from the use of the Affiliate Programme. Should any part of the Affiliate Programme cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.
    4. The Affiliate will indemnify and hold harmless Raffall, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's or any third party's operations or use of the Affiliate Programme.
  1. Section 8: Modification

    1. Raffall may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice.
    2. Such changes or modifications referred to in clause 8.1 shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement to the following web address: https://raffall.com/terms/affiliate
    3. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Programme remains in compliance with this Affiliate Agreement.
    4. If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Programme will constitute binding acceptance of such modifications.
  1. Section 9: Miscellaneous

    1. The Affiliate warrants and represents that it is over the age of 18 and has sufficient capacity to enter into this Affiliate Agreement.
    2. The Affiliate warrants and represents that its actions and participation in the Affiliate Programme is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times.
    3. Raffall reserves the right to terminate the Affiliate's participation in the Affiliate Programme if Raffall determines, in its sole discretion, that the Affiliate's actions or its participation in the Affiliate Programme is in violation of any laws, rules, regulations, or other governmental or legal requirements.
    4. This Affiliate Agreement constitutes the entire understanding between Raffall and the Affiliate.
    5. This Affiliate Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Affiliate Agreement (whether oral or in writing).
    6. Each party acknowledges that in entering into this agreement it has not relied on any express or implied representation, warranty, assurance, covenant, collateral agreement or undertaking (whether made negligently or innocently) not set out in this agreement. Each party waives all rights and remedies which, but for this paragraph, might otherwise be available to it in respect of such representation, warranty, assurance, covenant, collateral agreement or undertaking. However, nothing in this paragraph limits or excludes any liability for fraud.
    7. Each provision of this Affiliate Agreement is severable and distinct from the others.
    8. If any provision of this Affiliate Agreement is or becomes illegal, invalid or unenforceable, that shall not affect the legality, validity or enforceability of any other provision of this Affiliate Agreement.
    9. If any provision of this Affiliate Agreement is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of the provision was deleted or modified, the provision in question shall apply with such deletions and modifications as may be necessary to make it legal, valid and enforceable.
    10. No failure, delay, indulgence, act or omission by either you or Raffall in exercising any claim, remedy, right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any claim, right, remedy, power or privilege prevent any future exercise of it or the exercise of any other claim, right, power or privilege.
    11. Any rights or remedies provided by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to Raffall or you.
    12. Except as required by law, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.
    13. No provision of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not an Affiliate or Raffall (the Parties).
    14. Raffall may without limit or restriction vary this agreement or any provision of it which may be enforced by a third party or otherwise amend this agreement in such a way as to extinguish or alter the third party's entitlement under any such provision without the consent of that third party.
    15. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
    16. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
  1. Section 10: Definitions and Interpretation

    1. Defined terms used in this Affiliate Agreement are to have the meaning assigned to them below:
    2. Affiliate Account means the account created by Raffall for the purpose of using the Affiliate Dashboard and participation in the Affiliate Programme.
      Affiliate Agreement or Agreement means this agreement.
      Affiliate Commission has the meaning assigned to it in clause 3.1.
      Affiliate Dashboard means your dashboard provided by Raffall for free and accessible at https://raffall.com/affiliate.
      Affiliate Programme means the service provided by Raffall to enable affiliate marketing to take place as governed by this Agreement.
      Applicable Competition means only the competition linked within the Referral Link.
      Host Area means the designated site area as can be found at https://raffall.com/host-raffle/live.
      Parties is as defined in section 9.13.
      Referral Link means the unique link provided by Raffall to the Affiliate.
      Successful Click-Through means the conversion of direct click-through on the Affiliate’s Referral Link into the purchase of a ticket for the Applicable Competition.
      Withdrawal Request is as defined in section 3.4.
    3. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
    4. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
    5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
    7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    9. A reference to writing or written includes email.
    10. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
    11. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    12. The definitions and rules of interpretation set out in this section 10 apply in this Affiliate Agreement only.