This Agreement contains the complete terms and conditions that apply to your participation in the Scavenger Affiliate Programme (the 'Programme'). As used in this Agreement, 'we' or 'our' means Cobweb Information Ltd (Cobweb) and 'you' or 'your' means the Applicant. 'Site' means a World Wide Web site and, depending on the context, refers either to our Site or to the Site that you will link to our Site.

Please read through these terms in full before applying to join the Programme, as your submission of the application form is deemed to constitute your full knowledge and acceptance of these terms and conditions.

Enrolment in the Programme
We will accept you onto the Programme only on completion of the application form provided on our Site. We will evaluate your application and notify you as to whether you have been accepted or rejected to take part in the Programme. We may reject your application if we determine (at our sole discretion) that your Site is unsuitable for the Programme. Unsuitable Sites include those that promote or practise any form of discrimination, illegal activity or violence, feature certain types of sexually explicit or offensive material, violate intellectual property rights, or for other reasons which we consider to be inappropriate.

If your application is unsuccessful you may re-apply at any time.

Links on your Site
The Programme entitles you to refer visitors to our Site using a Unique Link (in the format which we specify), which will allow us to track electronically customers referred from your Site. We will provide you with guidelines and the necessary artwork to set the link up, but you will be responsible for incorporating and maintaining the link within your Site at your own cost. To permit accurate tracking, reporting and fee accrual you must ensure that the Unique Link between your Site and our Site is properly formatted.

Licence
On your acceptance onto the Programme and for its duration, we will grant you a non-exclusive, non-transferable right to use on your Site logos, trade marks and all other intellectual property rights that we will supply, solely for the purpose of enabling your Site to participate in the Programme. This right is withdrawn on the termination of this agreement.

Order Processing
We will process all product orders made by referred visitors to our Site who follow your Unique Link. These referrals will be customers of Cobweb and we will be responsible for all aspects of order processing and fulfilment and manage all other aspects of customer service. We will track sales made to customers who have been referred from your Site, and will provide reports summarising this activity.

Commission Fees
We will pay you Commission Fees based on product sales made to customers referred from your Site provided that they:

- use the Unique Link
- purchase the product within the user session arising from your Site Link
- accept delivery of the product
- remit full payment to us

Commission Fees are payable on the income received for the product, net of any taxes or other direct costs such as delivery charges and net of any chargebacks or refunds. If a product that generated a Commission Fee is later returned by the customer, or a credit is issued, we will deduct the corresponding fee from your Commission Fees payable for that period.

We reserve the right to specify which products qualify and to change the fees payable for each product at any time, giving reasonable notice.

If the Commission Fees owed to you are greater than £15, then a self-billed invoice will be generated by us and sent to you by e-mail with the quarterly Commission Fee report. The self-billed invoice will show your name, address details and VAT number (if relevant) as our supplier, will list our details as the customer and will constitute a full VAT invoice. You should not raise and send us a sales invoice for the Commission Fees owed to you. You must however advise us if your VAT number changes, you cease to be VAT registered or your business is sold or transferred.

In the event that the Commission Fees owed at the end of any quarter are less than £15, then a self-billed invoice will not be issued. The Commission Fees owed will then be carried forward to the next quarter.

Fee Payment
Payments for Commission Fees will be made in pounds sterling (£) and will be paid approximately 30 days following the date of the self-billed invoice. We will preferably make a payment by Banks Automated Clearing System (BACS) to your nominated bank account.

Agreement Term
The Agreement Term will begin on our acceptance of you joining the Programme and will end when terminated by either party. Either party shall be entitled to terminate this agreement at any time, for any reason, and at their sole discretion. They may provide immediate notice terminating this agreement by e-mail or in writing to the other party, specifying the date of termination.

In the event of termination, you will immediately remove all links on your Site to our Site. In addition, any outstanding fees payable to you, up to the date of termination, will be paid to you on the next quarterly payment date.

Amendment of this Agreement
We reserve the right to amend the provisions of this Agreement at any time and shall advise you of any such changes. Your continued use of the Programme after any amendments to the provisions of this Agreement shall be deemed to be your binding acceptance of such amendments.

Warranty and Indemnity
Each party to this Agreement represents and warrants to the other that it has, and will retain during the term, all rights, title and authority to enter into this Agreement and to perform all of its obligations under this Agreement.

Limitation of Liability
Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees. Neither party shall be liable to the other for any indirect, consequential or special damages arising out of or in connection with this Agreement. In addition we make no representation that the operation of our Site will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors.

Relationship of Parties
Nothing in this Agreement shall be deemed to create a relationship of joint venture, principal-agent or partnership relationship between either party, and neither party shall hold itself out in its advertising or in any other manner that would indicate or imply any such relationship with the other.

Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England.