Terms Of Service
1. General
1.1 These Terms of Service, together with the Capital Connect Network Privacy Policy (which may be accessed here: https://www.joincapital.co.uk/privacy-policy) set out the terms and conditions on which Capital Connect Network Ltd (a company registered in England and Wales with number 16916161 and its registered office at 251 Gray’s Inn Road, London, United Kingdom, WC1X 8QT) (“Capital Connect Network” or “we”) provides the Service to Publishers.
1.2 By entering into an agreement with Capital Connect Network / or your continued use of the Service you are confirming that either:
(a) you are a Publisher intending to enter into the Agreement with Capital Connect Network in a personal capacity, and that you agree to comply with the Terms of Use; or
(b) you are an employee, agent or subcontractor of a Publisher who has been given the necessary authorisations by the Publisher to agree to comply with the Terms of Use and to enter into the Agreement with Capital Connect Network on behalf of the Publisher.
If you are unable to provide one of the above confirmations, you must not enter into the agreement, or otherwise use or access the Services.
2. Definitions
2.1 In these Terms of Service, the following expressions have the following meanings:
“Advertiser” a supplier of goods and / or services that publishers may wish to promote.
“Affiliate Network”an entity providing an affiliate marketing service on behalf of multiple Advertisers.
“Agreement” the agreement between Capital Connect Network and the Publisher which incorporates the Terms of Use.
“Article” means an individual item of Content that Capital Connect Network provides to the Publisher.
“Chargeback” as defined in clause 8
“Content” means the proprietary content (which may, at Capital Connect Network’s discretion, comprise text, images, audio, video and/or other material) that Capital Connect Network makes available to the Publisher pursuant to an Agreement.
“Links” means Capital Connect Network provided code which Publishers can use to affiliate Advertiser links, through Affiliate Networks, with the purpose of earning Publisher Revenue.
“Privacy Policy” Capital Connect Network’ privacy policy, the current version of which may be accessed here – https://www.joincapital.co.uk/privacy-policy
“Publisher” a person or other entity who is entitled to access and use the Service under the terms of an Agreement.
“Publisher Revenue” the Publisher’s commission earnings, as determined in accordance with clause 5.
“Sale” following a referral of a User from the Publisher’s website to an Advertiser’s website, a supply of goods and/or services by such Advertiser to such User during the cookie life-time (as prescribed by such Advertiser).
“Service” means access to and use of Capital Connect Network’s tracking links
“Commission” a payment made by an Advertiser or Affiliate Network, Advertiser to Capital Connect Network.
“Usage Data” information collected or created by the use of the Service.
“User” a user of the Publisher’s website(s) that is referred to an Advertiser via the Service and/or interacts with the Advertiser by purchasing goods and/or services or providing the Advertisers with some other benefit (including, but not limited to, registering with the Advertiser’s website or subscribing to a newsletter).
3. The Service
3.1 The Publisher acknowledges and agrees that its use of the Service is specific to predetermined areas of the website or website(s) set out in the contract, and that it may not use the Service in relation to any other area or website other than those for which it has Capital Connect Network’s prior permission.
3.2 If the Publisher wishes to use the Service in relation to any additional area or alternative website(s) then the Publisher may request that such areas / website(s) are added to its contract. Capital Connect Network may approve or reject each additional request at its entire discretion. If Capital Connect Network decides to reject such a request, it is not obliged to provide the Publisher with its reasons for doing so. If Capital Connect Network approves this, it will notify the Publisher by email, and the Publisher will then be able to use the Service in relation to such additional or alternative areas / website(s).
4. Advertisers
4.1 The Publisher acknowledges and agrees that:
4.1.1 Advertisers may from time to time, and with immediate effect, vary commission rates and the way in which commission is calculated;
4.1.2 Advertisers may from time to time, and with immediate effect, terminate their involvement in the Service, either across all publishers, or in relation to specific publishers that they deem do not meet their terms of use, policies and standards;
4.1.3 changes pursuant to clauses 4.1.1, 4.1.2 or 4.1.3 will only be notified to the Publisher if it directly impacts their activity; and
4.1.4 an Advertiser may at any time send Capital Connect Network a notice requesting that the Publisher remove links or references to the Advertiser’s brands, products, or trademarks. Capital Connect Network will communicate this notice to the Publisher, and the Publisher agrees to remove such links or references as soon as reasonably practicable (and in any event within five (5) working days of receiving the notice from Capital Connect Network).
5. Commission
5.1 The Publisher shall be entitled to a commission payment for each Advertiser they promote as set out in the contract.
5.2 The calculation of commission payments shall be performed by the relevant Advertiser or Affiliate Network, and communicated to Capital Connect Network. The Publisher acknowledges that:
5.2.1 different Advertisers use different Total Revenue structures, which may include (without limitation) using fixed amounts per Sale or referral, percentage based methods, or “cost per click”;
5.2.2 Advertisers may refuse to pay commission on a number of grounds (including, without limitation, as a result of fraud, search keyword bidding, and tracking errors), and that the Publisher has no right to appeal or otherwise challenge a Advertiser’s decision to refuse to pay commission;
5.2.3 a sale of goods and/or services by an Advertiser may follow two or more referrals from a User across different marketing channels and the Advertiser may not pay a Total Revenue to Capital Connect Network if a referral using a different marketing channel was made more recently than the Publisher’s referral; and
5.2.4 Capital Connect Network in its sole discretion shall aim to maximise the commission by routing to the Affiliate Network offering the best commercial return.
6. Payment Terms
6.1 Capital Connect Network will pay the Publisher the commission for a given month, minus any Chargebacks made in accordance with clause 8 and any pending payments from advertisers, within 30 days of receiving payment from the advertiser.
6.2 If the amount of the Publisher Revenue is less than $65 / £50 / €55 (excluding any VAT element if appropriate) in any month (the “Minimum Threshold”), any such amount will be carried over and paid when the cumulative amount due for payment to the Publisher exceeds the Minimum Threshold.
6.3 Payments will be made in accordance with the payment details outlined in the order form. While Capital Connect Network is responsible for the cost of making payments, the Publisher is solely responsible for any fees charged by the Publisher’s bank or other provider for receiving funds (including any currency conversion fees).
7. VAT
7.1 The receipt of commission by the Publisher constitutes a taxable supply for United Kingdom Value Added Tax (VAT) purposes. If the Publisher is registered for VAT, payments due to the Publisher are therefore subject to VAT at the then current rate.
7.2 Capital Connect Network shall:
7.2.1 issue self-billed invoices for commissions earned by the Publisher throughout the term of the Agreement,
7.2.2 ensure that each self-billed invoice shows the Publisher’s name, address and VAT registration number, together with all other details which constitute a full VAT invoice;
7.2.3 make a new self-billing agreement if its VAT registration number changes; and
7.2.4 inform the Publisher if the issuing of self-billed invoices will be outsourced to a third party.
7.3 The Publisher shall:
7.3.1 accept invoices issued by Capital Connect Network on the Publisher’s behalf throughout the term of the Agreement;
7.3.2 not raise any sales invoices for the supplies covered by the Agreement;
7.3.3 account to HMRC for the VAT element of each payment received from Capital Connect Network; and
7.3.4 notify Capital Connect Network immediately if the Publisher:
– changes its VAT registration number; or
– ceases to be VAT registered, or
– transfers its business, or part of its business.
7.4 Capital Connect Network will email a copy of each invoice to the Publisher.
7.5 The Publisher acknowledges and agrees that it is solely responsible for ensuring that its bank account details and all other necessary payment information are correct and up to date at all times, and that Capital Connect Network is not required either to verify the Payment Details or to notify the Publisher if it discovers that the Payment Details are incorrect.
7.6 If Capital Connect Network is unable to pay an invoice of the Publisher as a result of the Payment Details being out of date or otherwise incorrect, then the Publisher shall be entitled to notify Capital Connect Network of the correct Payment Details and request payment of such invoice during the period ending on the last day of the calendar year in which the invoice was issued or, if earlier, the last day of the six month-period following the date of the invoice (“Claim Period”). If the Publisher has not notified Capital Connect Network of the correct Payment Details and requested payment within the Claim Period then the Publisher hereby unconditionally and irrevocably waives its right to payment of the relevant invoice.
8. Chargebacks
8.1 An advertiser may require Capital Connect Network to reverse the commission paid in respect of a Sale (a “Chargeback”) in certain circumstances, including (but not limited) to the following:
the Sale was not a bona fide transaction
the relevant goods sold are returned by the User
it is discovered that the transaction was fraudulent.
8.2 In the event of a Chargeback, the Publisher’s sales figure will be reduced accordingly. The Publisher acknowledges and accepts that information regarding individual Chargebacks is not available, and that a Publisher has no right to appeal or otherwise challenge a Chargeback.
8.3 The Publisher acknowledges and agrees that commission remains subject to Chargebacks, and is therefore conditional, even after it has been paid to Capital Connect Network or the Publisher.
9. Service Availability
9.1 Capital Connect Network will use its reasonable endeavours to ensure that all advertisements (including advertiser supplied tracking technology) works on the Publisher’s website(s), but gives no warranty that the Service will achieve any minimum availability or response targets.
9.2 The Publisher agrees to notify Capital Connect Network promptly of any Service availability or performance issues via email. Capital Connect Network will use reasonable endeavours to correct any reported issues as soon as reasonably practicable.
10. Service Suspension
10.1 If Capital Connect Network has reasonable grounds to believe that the Publisher is not using the Service in accordance with the terms of the Agreement and/or in breach of the Program Policies, Capital Connect Network may:
10.1.1 request the Publisher either to remedy the breach or other default within such time scale as Capital Connect Network may reasonably require; or
10.1.2 if Capital Connect Network in its discretion considers that the breach or other default is sufficiently serious, or if the Publisher has failed to respond to Capital Connect Network request under clause 10.1.1 to Capital Connect Network’s reasonable satisfaction, suspend the Publisher’s access to the Service, in whole or in part, with immediate effect and without any obligation to provide prior notice (a “Service Suspension”).
10.2 As soon as reasonably practicable following a Service Suspension, Capital Connect Network will notify the Publisher of the reason(s) for the Service Suspension and, where applicable, confirm the steps that the Publisher is required to take in order for Capital Connect Network to reinstate the Publisher’s access to the Service.
10.3 Capital Connect Network will reinstate the Publisher’s access to the Service as soon as reasonably practicable after it has:
10.3.1 received written confirmation from the Publisher that the breach or other default giving rise to the Service Suspension has been remedied or rectified; and
10.3.2 where applicable, Capital Connect Network has carried out tests or otherwise satisfied that such breach or other default has in fact been remedied or rectified.
11. Term and Termination of the Agreement
11.1 The Agreement will commence on the date specified in the contract and, unless terminated earlier in accordance with clause 11.2, will continue until either party gives the other party written notice of termination at any time via email. Notices to Capital Connect Network should be sent to hello@joincapital.co.uk. Notices to the Publisher will be sent to the email address provided by the Publisher at the outset of the relationship.
11.2 Either party may terminate the Contract by giving to the other party at least 30 days’ written notice of termination.
11.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
11.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract).
12. Licence
12.1 All intellectual property rights subsisting in, relating to or arising out of the Service (or any part thereof) shall at all times be owned by and vest in Capital Connect Network, including all developments or enhancements to the Service (or any part thereof).
12.2 Capital Connect Network grants to the Publisher a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, licence to use the Service during the term of the Agreement.
12.3 The Publisher shall not be entitled to use the Service in any other way other than as set out in the Agreement. Any attempt to interfere with the operation of the Service (or any part thereof) will constitute a breach of the Agreement.
13. Assignment
The Publisher may not assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part.
14. Communication
14.1 Any notice under the Agreement shall be in writing and shall be made either via e-mail or certified mail to the other party’s registered office address. Notices sent by e-mail will be deemed effective 24 hours from the time of sending and notices sent by mail will be deemed effective 48 hours after posting.
14.2 Capital Connect Network may disclose its relationship with the Publisher in its marketing material (including its website(s)) and in its operational relationship with Affiliate Networks, Advertisers and Monetisation Partners, including using for such purposes the Publisher’s name and trademarks.
14.3 The Publisher agrees that Capital Connect Network may use the Publisher’s contact details (including its email and registered address) to notify it about its account with Capital Connect Network, any issues relating to, and updates to, the Service, and any modifications to the terms of the Agreement.
15. Modifications
Capital Connect Network may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon notice published on the Capital Connect Network Publisher Interface. Continued participation in the Service after receiving notice of such modification will constitute the Publisher’s unconditional acceptance of the modification to this Agreement.
16. Indemnity
The Publisher shall indemnify, defend and hold harmless Capital Connect Network against all losses, liabilities, damages and costs (including legal expenses) sustained, incurred or suffered by Capital Connect Network as a result of any claim, action or proceeding that: (i) the Publisher’s websites infringe the intellectual property rights of any third party; (ii) the Publisher is in breach of its obligations under the terms of the Agreement; or (iii) any third party claims arising from the Publisher’s use of the Service otherwise than in accordance with the terms of the Agreement.
17. Liability
17.1 Except as expressly and specifically provided in the Agreement, all warranties, conditions, representations and other terms of any kind, whether express or implied, are, to the fullest extent permitted by law, excluded from the Agreement. In particular (but without prejudice to the generality of the foregoing), Capital Connect Network makes no express or implied warranties or representations with respect to the operation or availability of the Service, or to the optimisation of commission from its routing strategy. Capital Connect Network will not be liable for the consequences of any interruptions to or errors in the Service.
17.2 Capital Connect Network shall not be liable for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss (whether or not falling in any of the foregoing categories), costs, damages, charges or expenses.
17.3 Subject to clauses 17.1 and 17.2, Capital Connect Network’s total aggregate liability under or in connection with the Agreement, whether for breach of contract, tort (including negligence), misrepresentation or otherwise, shall be limited to an amount equal to Capital Connect Network’s share of commission during the year preceding the date on which the claim arose.
17.4 Nothing in the Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, fraudulent misrepresentation, or death or personal injury caused by either party’s negligence.
18. Force Majeure
Neither party shall be liable to the other by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial action (save in respect of affected party’s employees or suppliers), governmental regulations, fire, flood, disaster, civil riot or war).
19. Entire Agreement
The Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter save that this clause 19 shall not exclude liability for any fraud or fraudulent misrepresentation of a party.
20. Governing Law and Jurisdiction
The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. In relation to any legal action or proceedings to enforce the Agreement or arising out of or in connection with the Agreement each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales