This is an Agreement between Minnow Technology Limited trading as “Moki” a company registered in England and Wales (Company Number: 11266496) and its Customer, Partner, Referrer who may act as promoter of Moki products and services (the "Affiliate").
The Affiliate and Moki agree as follows:
“Affiliate Services” means services supplied by the Affiliate or agents or fulfilment partners of the Affiliate pursuant to this Agreement through all channels (online and offline) for the purpose of promoting and generating Moki sales.
“Affiliate Software” means all software and operating systems used by Moki to provide the Affiliate Services.
"Affiliate Web Site(s)" means the Affiliate owned or controlled (directly or indirectly), Web Site(s) as set out in the Schedule which are linked to the I Web Site(s) via hypertext links in accordance with this Agreement.
"Agreement” means these terms and conditions, together with the Cover Sheet and the attached Schedule/s.
"Customer/s” a current or historic user of Moki Technology products and/or services
"Fees" means the fees, charges and commission payable by Moki to the Affiliate in accordance with the Schedule of these terms and conditions.
"Moki Code" means the unique referral code provided by Moki to the Affiliate that the Affiliate shall provide to prospective customers.
"Moki Material" - means any Moki material (which may be for the purposes of marketing, promotions or operations) provided for use by the Affiliate, which includes but is not limited to: URLs, banners (or other online formats), offline advertisements, email templates, graphical representations, text, software, logo’s presentations, screen designs including all Intellectual Property Rights contained therein.
"Minimum Term" means the minimum term, if any, specified in the Agreement or the Schedule.
"Prospect/s” An individual, a school, company or other legal entity who may be interested in becoming a Customer of Moki.
“Service Levels” means those service levels set out in the Schedule.
“Subcontractors” means any subcontractor, supplier or agent of either party.
“Term” means the term of this Agreement as set out in the Schedule.
Affiliate Services and Obligations
The Affiliate shall provide the Affiliate Services only in accordance with this Agreement.
The Affiliate acknowledges that Moki will not be charged for any development or delivery of any Affiliate Services provided in accordance with this Agreement.
Affiliate shall provide the Moki Services as set out in this Agreement with no variation except unless expressly agreed in writing between the parties.
Nothing in this Agreement grants either party exclusive rights in relation to the other party.
Either party is entitled to enter into similar arrangements with other Affiliates or partners during the Term of this Agreement.
For the avoidance of doubt the Affiliate is acting as an introducer of Moki to potential customers and must not represent themselves as working for Moki or being a partner of Moki.
When an Affiliate introduces a Customer to Moki the Affiliate understands that they shall have no further involvement with that Customer with regards to Moki activity. Moki shall retain the Affiliates provided Customer as their own and in further reporting makes no requirements to represent, mention or involve the Affiliate in any way when dealing with the Customer.
Moki will pay the Affiliate the Fees at the rate and in the manner prescribed by law from time to time.
Moki shall pay the Affiliate Fees within 30 days of full receipt of all monies being received through any Affiliate Customer and all funds must be cleared before the commencement of the 30 day Affiliate payment terms. No Affiliates payments will be made until full payment has been received by Moki for any or all transactions delivered by the Affiliate.
Moki shall only make payment via BACS transfer into the Affiliates nominated banks account.
If this Agreement between Moki and the Affiliate is terminated then Moki may or may not at its discretion choose to repay any outstanding Fees to the Affiliate.
Term and Termination
This Agreement shall come into force when the Affiliate Services commence following a successful application via the Moki website.
Moki reserves the right to terminate, suspend or alter this Agreement without any prior notice to the Customers and without entering into communication, at this point any issued Affiliate Codes may cease to work.
Either party may terminate this Agreement in the event that the other party is in material breach of any of its obligations under the terms of this Agreement,
Either party may terminate this Agreement forthwith by notice in writing to the other party if the other party is unable to pay its debts or enters into a compulsory or voluntary liquidation, or confirms with or convenes a meeting of its creditors or has a receiver appointed over any or all of its assets or takes or suffers any similar action in consequence of a debt, or ceases or threatens to cease to carry on business, for any reason.
Upon termination or expiry of this Agreement for whatever reason the following termination obligations of both parties shall apply:
Upon termination or expiry of this Agreement for whatever reason, the licences granted by both parties under this Agreement shall terminate and neither party shall have further rights to access or allow access to either sides information or business activities.
Ownership and Confidentiality
The Affiliate acknowledges that Moki is the owner of all of the Intellectual Property Rights to the Moki website, Moki Collateral and the Moki bands, readers and the Moki Application, the Affiliate has no rights or ownership of such Intellectual Property Rights.
The Affiliate may, in the course of providing the Affiliate Services for Moki (the have communicated to it certain Confidential Information belonging to Moki, which is proprietary and must be held in strict confidence.
Moki acknowledges that the Affiliate is the owner of all of the Intellectual Property Rights in the Affiliate Web Site(s) and that save as expressly granted elsewhere in this Agreement, Moki has no rights or ownership of such Intellectual Property Rights.
Indemnity / Affiliate Obligations
The Affiliate shall fully indemnify Moki against all reasonable claims, demands, actions, losses and damages, costs, charges and expenses (including but not limited to reasonable costs and disbursements on a Solicitor and Client basis) arising from or incurred by reason of any of the following:
infringement or alleged infringement of any third-party Intellectual Property Rights caused by the use of the Affiliate
any breach by the Affiliate of the obligations set out in this Agreement
The Affiliate agrees that any documentation, drawings, articles, websites, blog posts, social media posts and all other offline and online collateral that contains the Moki brand, describes Moki or represents Moki in any way must be approved by a Moki Director in writing at least 7 days prior to any collateral being used,
To represent Moki honestly and with integrity and use only Moki provided collateral or collateral that has been approved by Moki.
The Affiliate represents and warrants that it has all necessary consents and releases for the Use of any third party Intellectual Property Rights contained in the Affiliate website and day to day trading activities.
Except as expressly stated elsewhere in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for a particular purpose) are hereby excluded to the extent limited by law.
Neither party excludes liability for death or personal injury to the extent to which it arises from either party’s negligence or breach of contract.
Unless otherwise expressly stated in this Agreement, both parties exclude liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the Affiliate Services.
Unless otherwise expressly stated in this Agreement, both parties exclude liability for any loss of business, loss of revenue, loss of goodwill or anticipated savings which may arise in respect of the Affiliate Services, their use, or in respect of Moki equipment or property.
Moki shall have no liability whatsoever, in contract or in tort for the following (which shall be the sole responsibility of the Affiliate, Affiliate's sub-contractors or third parties (as applicable)):
any Affiliate Services sold or supplied by the Affiliate or third parties on behalf of the Affiliate or use of third-party Intellectual Property Rights contained in any material on the Affiliate Web Site(s) where such products or material: (i) violate any applicable laws; (ii) are obscene or defamatory or (iii) infringe any third-party Intellectual Property Rights: and
any misleading, inaccurate or false data or information supplied by the Affiliate or the Affiliate's sub-contractors to Moki.
Moki shall have no liability to the Affiliate or any other third parties or be deemed to be in breach of this Agreement for any failure to deliver the described or expected sevrice which may include, but may not be limited to:
- the Moki technology does not deliver the described service on the Moki website.
- there is any delay in the shipping or delivery of any Moki products.
- there is any delay in responding to Affiliate enquiries via email or telephone.
- there is a lack availability of the Moki services.
Assignment and Sub-Contracting
This Agreement may not be assigned, novated, sub-licensed or otherwise disposed of by the Affiliate in whole or in part without appropriate quality controls and the prior written consent of Moki (such consent not to be unreasonably withheld). Moki may assign, novate, sub-license or otherwise dispose of this Agreement in whole or in part without the prior written consent of the Affiliate.
This Agreement constitutes the entire understanding between the parties relating to the subject matter. No party has relied upon any representation or promise except as expressly set out in this Agreement.
For the purposes of this Agreement, the expression “Force Majeure” shall mean any cause effecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but not limited to) fire, flood, or any disaster. For the avoidance of doubt, industrial disputes of the parties or third-party suppliers to either party shall not constitute Force Majeure.
Neither party shall be liable for failure to perform its obligations under this Agreement which is due to Force Majeure.
Relationship of Parties
Moki and the Affiliate acknowledge and agree that this Agreement shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and neither the Affiliate nor Moki shall have the right to bind the other without the other’s express prior written consent.
Law and Jurisdiction
This Agreement shall be considered as a contract made in England and according to English law and subject to the exclusive jurisdiction of the English courts, to which both parties hereby submit.
Neither party shall make any press announcements or publicise this Agreement or the services to be provided under it in any way except with the written consent of the other.
Use of the Moki Voucher / Coupon code
The Affiliate agrees that it shall be bound by the following when using and distributing the Moki Code and that it shall pass any relevant information contained herein about the Moki Code use and restrictions onto its Prospects through the course of the Affiliates discussions about Moki.
Only one Code shall be provided by Moki to each affiliate. The Moki Code provided is unique to the individual Affiliate and Moki track the usage of each Code
The Affiliate will not try to alter the code in any way
The Moki Code can only be used at the checkout area of the Moki website and is not valid for any other discount or promotion.
The discount associated with the Moki code will be communicated to the affiliate when the Moki Code is generated,
Moki Codes may vary in their discount amount or other promotional factors, Moki will not enter into discussion about discount or promotional levels offered to any individual Affiliates.
The Affiliate will not add the code to any official Moki social media channels
The Affiliate will not purchase any online or offline media promoting their Moki Code without the express written approval from Moki.
Only one Moki Code can be added to each order.
Unless otherwise specified or otherwise agreed in writing from Moki the Moki Code cannot be used in conjunction with any other promotional offering.
Unless the provided Moki code is used at the checkout area of the Moki website during purchase no attribution to any individual Affiliate will occur.