TEFL UK reserves the right to amend and update these Terms and Conditions at any time giving notice of when changed terms are posted on the TEFL UK website in an email/newsletter.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
Promotional Materials. TEFL UK shall make available to Affiliate certain text links, and/or other graphic or textual material for display and use on the Affiliate website or social media (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website or social media prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site or social media shall conform to the following terms, conditions and specifications:
(a) Affiliate may not use any graphic, textual or other materials to promote TEFL UK’s website, products or services other than the Promotional Materials, unless TEFL UK agrees to such other materials in writing prior to their display.
(b) Affiliate may only use the Promotional Materials for the purpose of promoting TEFL UK’s website (and the products and services available thereon), and for linking to the TEFL UK website.
(c) Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by TEFL UK. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from TEFL UK for such alteration of modification.
(d) The Promotional Materials will be used to link only to TEFL UK s website, to the specific page and address as specified by TEFL UK.
(e) Course purchases must be made using the Affiliate's unique code in order to gain successful due commissions. Only course enrolments submitted via usage of the Affiliate’s unique code will be logged in the system and thus be considered as “valid enrolments”. Affiliates may not use their unique code to purchase courses for themselves and claim commission.
License. TEFL UK hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
Intellectual Property. TEFL UK retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between TEFL UK and Affiliate. Affiliate shall provide services for TEFL UK as an independent contractor. Affiliate shall have no authority to bind TEFL UK into any agreement, nor shall Affiliate be considered to be an agent of TEFL UK in any respect.
(a) In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, TEFL UK shall pay to Affiliate a commission (the “Commission”) as set in your unique affiliate portal for any successful course enrolments of a candidate referred to the TEFL UK website through the Affiliate’s website or social media who subsequently use the Affiliate's unique code during the checkout process
(b) This amount is subject to change by TEFL UK at any time. Notification to Affiliate of any change in commission percentage will be given by TEFL UK at the email address on hand for the Affiliate.
(c) TEFL UK shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page at https://affiliate.tefluk.com. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by TEFL UK within 14 days of discovering such discrepancy.
(d) TEFL UK shall pay all Commissions accrued and payable to Affiliate 20 to 30 days after the candidate referred to the TEFL UK website through a link on the Affiliate’s website or social media has paid for the TEFL course in full using the Affiliate's unique code during the checkout process
(e) Payment is made via the Affiliate PayPal account. TEFL UK shall pay all Commissions via Paypal and not through any other payment method.
(f) In the event that Affiliate materially breaches this Agreement and TEFL UK terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and TEFL UK shall not be obligated to pay such Commissions to Affiliate.
Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:
(a) Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
(b) Affiliate’s website does not contain any materials that are:
(i) Sexually explicit, obscene, or pornographic;
(ii) Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
(iii) Graphically violent, including any violent video game images; or
(iv) Solicitous of any unlawful behavior
(c) Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
(d) Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
(e) Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
(f) Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference TEFL UK or TEFL UK’s website unless TEFL UK gives prior written consent to the distribution of such materials. Affiliate will not use TEFL UK’s name (or any name that is confusingly similar to E TEFL UK’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote TEFL UK’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates TEFL UK’s name, or that is confusingly similar to TEFL UK’s name.
(g) Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing TEFL UK or TEFL UK’s website.
Indemnification. Affiliate shall indemnify TEFL UK and hold harmless TEFL UK from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless TEFL UK for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with TEFL UK under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential TEFL UK Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from TEFL UK.
(a) This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
(b) Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Taxes. TEFL UK shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with TEFL UK as set forth in this Agreement. TEFL UK shall not withhold any taxes from the Commissions paid to Affiliate.
Limitation of Liability. TEFL UK shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether TEFL UK was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between TEFL UK and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
By becoming a TEFL UK affiliate, you hereby agree to the above Terms and Conditions