Definitions

Avelon Network: Refers to the platform provided by Avelon, allowing brands to connect and collaborate with affiliates, publishers, and content creators for marketing purposes.

Affiliate: Any individual or entity that promotes the products or services of a brand through the Avelon platform in exchange for commissions or other forms of compensation.

Brand: The company or entity subscribing to Avelon’s services for the purpose of marketing its products or services through affiliate marketing initiatives.

EIO (Electronic Insertion Order): A digital document that outlines the terms, conditions, and specifics of a marketing campaign or collaboration between a brand and an affiliate on the Avelon platform.

Commission: The monetary compensation paid to affiliates for driving sales, leads, or other desired actions on behalf of the brand through the Avelon platform.

Subscription Service: The services provided by Avelon to brands under the Avelon’s subscription plans, including specific features and functionalities outlined in the agreement.

Subscriber: The individual or entity entering into the subscription agreement with Avelon to access the Avelon platform.

Platform: Refers to the Avelon Network platform, including its website, software applications, and associated tools and technologies used for affiliate marketing activities.

Avelon Representative: An authorised representative or agent of Avelon responsible for managing relationships with brands, affiliates, and other users of the platform.

1. Scope of Services:

1.1 Avelon shall provide access to its platform which includes specific features which are outlined below:

• Affiliate Search and Messaging

• Automated tracking and reporting of sales and clicks

• Link generation and discount code distribution

• SKU based commission structures

• External affiliate invite feature

• Automated payouts to affiliates once per month

1.2 The services provided under this subscription are limited to the features explicitly mentioned in the subscription plan. Avelon will notify the Brand of any changes to these features in writing within 30-days of any change or update that will affect the program that the Brand is running through Avelon. 

1.3 Access to Avelon Premium: Avelon will at times release specific Avelon Premium features to its users on feedback trials, or offer trial periods to test out new features available on higher subscription plans. Gaining access to these features does not constitute you having a subscription to a higher plan. 

2. Subscription Term

2.1 The subscription term shall continue for a minimum period of 6-months from the date this contract is signed, unless terminated earlier in accordance with the terms herein. 

2.2 The subscription shall not constitute payment for commissions or payments due for advertising arranged through Avelon. Any payments due for commissions or any payment due outside of the subscription will be billed separately.

2.3 The subscription is not liable for VAT (Value Added Tax) in its current state, but Avelon will notify the Brand of any changes to this in writing no later than 30-days prior to the change to VAT threshold.

3. Payment for subscription

3.1 The Subscriber agrees to pay the subscription fee as outlined in the subscription plan.

3.2 Payment shall be made on the same date of the first payment via direct debit with Avelon’s payment handler.

3.3 Failure to make timely payments may result in suspension or termination of services. Late payments are covered in section 10 of this contract.

4. Use of the Platform

4.1 Purpose: The Avelon Network platform is designed for brands to connect and work with affiliates, publishers and content creators for marketing purposes, otherwise known as affiliate marketing. You agree to use the platform solely for this purpose and in compliance with all applicable laws and regulations.

4.2 Prohibited Activities: You agree not to engage in any activities that may harm the Avelon platform, other users, or violate any laws. Prohibited activities include but are not limited to spamming, impersonation, harassment, or any illegal or unethical behaviour.

5. Relationships with Affiliates

5.1 Engagement: Brands and influencers on Avelon are encouraged to engage in professional and respectful communication. Any agreements or collaborations between brands and influencers are to be conducted in good faith and in accordance with Avelon’s guidelines.

5.2 Payment and Compensation: Any financial transactions or compensations between brands and affiliates are to be handled inside the Avelon platform via our automated payment system. 

5.3 Program Specific Terms and Conditions: Program specific terms and conditions / Electronic Insertion Orders are recommended on all Affiliate Programs. It is not the responsibility of Avelon to provide these terms and conditions to the Affiliate Program you are submitting. Any boilerplate EIO’s / terms and conditions provided by Avelon are just for reference and you must amend these terms and conditions to suit your brand. If EIO’s are not provided, the terms and conditions fall back to Avelon’s discretion and agreement with the Affiliate.

5.4 Electronic Insertion Orders: Once an Affiliate has been granted access to your affiliate program and agreed to your terms and conditions / EIO’s, they may produce affiliate tracking links, otherwise known as Electronic Insertion Orders, as they deem appropriate. 

5.5 Avelon Auto-Electronic Insertion Orders: Avelon holds the right to auto approve certain Affiliates and or Publishers in your program when your program is created. This includes specific strategic partners which provide high traffic and automatic access into sub-networks. You will be notified of these acceptances via email and in your onboarding calls with your Avelon representative. 

5.6 Relationships with Sub-Networks: Avelon has strategic relationships with a finite number of sub-networks. These sub-networks allow publishers to review your products without directly engaging with you. As part of your onboarding documentation, Avelon requires a live Product Feed to be provided via your eCommerce platform. Avelon will provide you with the necessary documentation and guides of how to provide this. 

5.7 Affiliate Employment: Avelon does not employ, subcontract or retain the services of any affiliate on its network and any relationship arising from the use of the Avelon platform is owned and managed by the Brand. 

6. Electronic Insertion Orders (EIOs)

6.1 Defining Collaboration: Electronic insertion orders (EIOs), or Brand Specific Terms and Conditions, serve as general agreements between Brands and Affiliates, outlining the terms, conditions, and specifics of a marketing campaign or collaboration.

6.2 Campaign Details: Each EIO contains information regarding the compensation structure and any other relevant terms agreed upon by both parties.

6.3 Electronic Format: EIOs are presented simply through acceptance of terms and conditions once the statement has been agreed to at an overarching level. These EOIs will be emailed to you upon the acceptance of the brand into their respective program. 

6.4 Legally Binding: Acceptance of the EIO by both parties constitutes a legally binding agreement, obligating both the brand and the affiliate to adhere to the terms and conditions specified therein.

6.5 Mutual Agreement: Any modifications or amendments to the electronic IO must be mutually agreed upon by both parties and documented for validation.

6.6 Communication Protocol: A designated communication channel for addressing modifications, amendments, or queries related to the agreed-upon terms. Avelon will notify the affiliate upon any modifications to their EIO to their nominated email address. 

6.7 Document Retention: Avelon maintains records of all executed electronic IOs for future reference and compliance purposes.

7. Intellectual Property Rights

7.1 Ownership: You retain all rights to the content you provide on the Avelon platform. By using the platform, you grant Avelon a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, adapt, publish, translate, distribute, and display the content for the purpose of operating and improving the platform.

8. Commission based payments and bonds

8.1 Invoicing: Avelon issues invoices to the brand on the 1st of each month for the prior month’s commissions due and debit the provided bank account for the monies due on the 14th/15th of that month. Upon receipt of payment from the brand, Avelon processes the due commissions and disburses payments to the respective affiliates on the final working day of the same month. 

8.2 Bonds for Commissions: Upon successful completion of integration and sign off by an Avelon representative, Avelon will charge the Brand a non-refundable “Commission Bond” of £49.00 which is held against the account for due commissions that arise through referrals/commission driven sales. When the Bond is distributed to Affiliates to cover commission payments, the Brand will then revert to direct debit based payments.

9. Querying Sales/Commissions:

9.1 Timeframe: Brands are provided a 14-day window from the date of invoice issuance to question or query any discrepancies or inquiries related to sales or commissions due. After the 14-day period elapses, the total invoiced amount will be debited via direct debit. Any queries or refund requests beyond this timeframe will not be accepted. 

9.2 Resolution: Avelon is committed to promptly addressing and resolving any valid queries or discrepancies raised within the specified 14-day period. However, after the expiry of this timeline, the invoiced amount will be considered final and processed accordingly.

10. Late Payment Charges

10.1 Late Payment Charges: Avelon maintains a strict policy regarding late payments. In the event of overdue payments, a penalty of 10% of the outstanding amount will be levied for every 5-day period that the payment remains outstanding beyond the due date.

10.2 Administration Fee for Failed Payments: Additionally, for any failed payment charges or dishonoured transactions, an administration fee of £9.00 will be imposed on the responsible party for each failed payment attempt.

10.3 Reversed Charges: Should any charge be reversed from the Brand post processing of payment, Avelon holds the right to recharge the Brand for any incurred fees from our banking partners, plus any Late Payment Charges and or Fees for covering payments to Affiliates. 

10.4 Trigger Point: Late payment charges are triggered when any payment owed to Avelon or its affiliates remains outstanding after the specified due date indicated in the invoice.

10.5 Accrual of Charges: The 10% penalty will be calculated based on the outstanding amount and will accrue for every 5-day period beyond the due date until the entire outstanding balance is settled.

10.6 Administration Fee for Failed Payments: In the case of failed payment attempts due to insufficient funds, incorrect payment details, or any other reason resulting in a failed transaction, an administration fee of £9.00 will be charged for each failed payment incident.

10.7 Notification of Late Payment: Upon the occurrence of late payments or failed transactions, Avelon will promptly notify the responsible party via the contact information provided, informing them of the overdue status and any associated penalties or fees.

10.8 Resolution: To avoid further escalation of penalties and fees, the responsible party is urged to settle the outstanding amount, including any accrued penalties and administration fees, within a specified period after notification to prevent additional charges from accruing.

10.9 Dispute Process: In cases where the responsible party disputes the late payment charges or failed payment fees, a formal dispute resolution process can be initiated by contacting Avelon’s designated support team within a stipulated time frame from the date of notification.

10.10 Resolution Decision: Avelon will review the dispute in good faith and make a fair determination based on the provided information and circumstances surrounding the dispute.

10.11 Persistent Late Payments: Avelon reserves the right to take appropriate actions, including but not limited to suspension or termination of services, legal recourse, or reporting to relevant credit agencies in cases of repeated or persistent late payments.

11. Integration with Avelon Tracking Technologies

11.1 Incorrect Integration with Tracking Technology: Avelon utilises a mixture of header based script insertions and POST API calls at the checkout to certify attributable sales. Without the correct installation, or lack thereof, Avelon cannot track purchases and resorts to a minimum charge of £0.25 per click, with no maximum number of clicks across its portfolio of users. For example, a publisher working with Avelon will publish a piece of content on their website and drive 10,000 clicks to your eCommerce site. If Avelon deems that there is no tracking, or tracking is not functioning as it should through tamper or improper installation, Avelon will charge you, the brand, £2500.00 for the traffic. This is known as an Incorrect Integration Fee.

11.2 Tracking Technology Checks: Avelon hosts a “plug-in checker” script which ensures plug-ins and custom integrations are running correctly and as required. Should the Brands Technology Check not pass, Avelon will, at its discretion, instate the above Incorrect Integration Fee and charge the Brand every 24-hours for traffic sent to the site. Avelon will immediately notify the Brand when the Technology Check fails and provision a 24-hour goodwill period to give the Brand time to rectify the issue.

11.3 Tracking Technology Downtime: Should Avelon’s plug-ins require any maintenance or downtime, Avelon will notify the Brand of such with 24-hours notice. During this time, Avelon will not instate the Technology Checks or any Incorrect Integration Fees.

12. Termination of Agreement

12.1 Termination by Avelon: Avelon reserves the right to suspend or terminate your account at any time, without notice, if you violate these terms and conditions or engage in any activities that are deemed harmful to the platform or other users.

12.2 Termination by Brand for Commissions: Brands can terminate their account by providing written notice to Avelon. Upon termination, any outstanding obligations or agreements between the brand and affiliates should be fulfilled and this will be upheld by Avelon subject to the brands Cookie Attribution window. 

12.3 Due Commissions: Any outstanding commissions due to Affiliates will be settled in a timely manner, in line with term 4.1 “Invoicing”.

12.4 Upon acceptance of termination, Avelon will subsequently end any future tracking links’ tracking abilities immediately and any clicks derived from these links will no longer be tracked. These links will result in 404 returns and it is not the responsibility of Avelon to notify the partners of the Brand of these “broken” links.

13. Limitation of Liability

13.1 Disclaimer: Avelon provides the platform “as is” and disclaims any warranties, express or implied, regarding the platform’s availability, accuracy, reliability, or suitability for any purpose. Avelon shall not be liable for any damages arising from the use or inability to use the platform. Avelon is not liable for any indirect, incidental, or consequential damages.

14. Miscellaneous

14.1 Changes to Terms: Avelon reserves the right to modify these terms and conditions at any time. Any changes will be notified to brands via email or through the platform. Continued use of the platform after modifications constitutes acceptance of the revised terms.

14.2 Governing Law: These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

15. Access to BETA Features and Products

15.1 BETA Features: From time to time, Avelon may offer access to certain features or functionalities of its platform that are labelled as “BETA” or in experimental stages (“BETA Features”). The Subscriber acknowledges and agrees that participation in BETA Features is voluntary and may involve the use of features that are not yet fully developed or tested.

15.2 No Warranty or Liability: The Subscriber understands and agrees that BETA Features are provided on an “as is” and “as available” basis, without any warranties, express or implied. Avelon makes no representations or warranties regarding the performance, reliability, or suitability of BETA Features for any purpose.

15.3 Assumption of Risk: The Subscriber acknowledges that the use of BETA Features may involve risks, including but not limited to errors, bugs, or malfunctions that may result in data loss or other adverse effects. The Subscriber agrees to assume all risks associated with the use of BETA Features.

15.4 Release of Liability: To the fullest extent permitted by law, the Subscriber releases Avelon and its affiliates, officers, directors, employees, and agents from any liability arising out of or in connection with the use of BETA Features. The Subscriber agrees that Avelon shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use BETA Features.

15.5 Feedback and Suggestions: The Subscriber may provide feedback, suggestions, or comments regarding BETA Features to Avelon. However, Avelon shall have no obligation to incorporate or act upon any feedback provided by the Subscriber.

15.6 Termination of BETA Features: Avelon reserves the right to modify, suspend, or terminate BETA Features at any time, without prior notice or liability to the Subscriber. Avelon may also limit or restrict access to BETA Features without liability.

15.7 Continued Use: The Subscriber’s continued use of BETA Features following any modifications or updates constitutes acceptance of the modified terms and conditions.

16. Non Exclusivity of Partnership

16.1 Industry Partnerships: The Subscriber acknowledges and agrees that Avelon may collaborate or enter into partnerships with other companies operating in the same or similar space, including but not limited to affiliate marketing platforms, advertising networks, or technology providers (“Industry Partners”).

16.2 No Exclusivity: The Subscriber understands that Avelon’s engagement with Industry Partners does not imply exclusivity or preclude Avelon from entering into similar partnerships with other companies.

16.3 No Conflict of Interest: Avelon will make reasonable efforts to ensure that any collaborations or partnerships with Industry Partners do not conflict with the Subscriber’s interests or obligations under this agreement. However, the Subscriber acknowledges that Avelon may have relationships with multiple companies in the industry.

16.4 Disclosure of Relationships: Avelon may disclose its relationships with Industry Partners to the Subscriber upon request. However, Avelon is not obligated to provide detailed information about the nature or extent of its collaborations with Industry Partners unless required by applicable law or regulation.

16.5 No Liability for Third-Party Actions: The Subscriber agrees that Avelon shall not be liable for any actions, omissions, or conduct of Industry Partners, including but not limited to the performance or non-performance of services provided by such partners.

16.6 Confidentiality: The Subscriber agrees to maintain the confidentiality of any information disclosed by Avelon regarding its collaborations or partnerships with Industry Partners.

17. Ownership of Data

17.1 Subscriber Data: Avelon acknowledges that the Subscriber retains ownership of any data or information provided to Avelon for the purpose of using its services. Avelon agrees to use such data solely for the provision of its services and shall not disclose or use Subscriber data for any other purpose without prior consent, except as required by law.

17.2 Usage of Data: Avelon may collect and process data related to the Subscriber’s use of its platform and services for analytics, performance monitoring, and improvement purposes. Avelon shall handle such data in accordance with its Privacy Policy and applicable data protection laws.

17.3 Data Collection: The Subscriber acknowledges and agrees that Avelon may collect data through the use of first-party cookies or similar tracking technologies. This data may include but is not limited to browsing behaviour, session information, referral sources, and other usage data.

17.4 Purpose of Data Collection: Avelon collects such data for the purpose of tracking and attribution, as well as for analytics, advertising, and marketing purposes.

17.5 Ownership of Data: The Subscriber acknowledges that all data collected by Avelon through its plug-ins and platform shall be owned exclusively by Avelon.

17.6 Use of Data: Avelon may use the data collected for various purposes, including but not limited to providing and improving its services, analysing trends, generating reports, personalising content and advertising, and complying with legal obligations.

17.7 Data Protection: Avelon shall handle all data collected in accordance with its Privacy Policy and applicable data protection laws and regulations. Avelon shall implement appropriate technical and organisational measures to protect the security, confidentiality, and integrity of the data.

17.8 Data Sharing: Avelon may share data collected with third parties, including affiliates, service providers, and partners, for the purposes outlined in this agreement or as otherwise permitted by law.

17.9 Data Retention: Avelon may retain data collected for as long as necessary to fulfil the purposes for which it was collected, unless a longer retention period is required or permitted by law.

17.10 Data Rights: The Subscriber acknowledges that Avelon has the exclusive right to access, use, and manage the data collected through its platform, subject to the terms and conditions of this agreement and applicable law.

By signing up as a brand on Avelon, you acknowledge that you have read, understood, agreed to and are contractually bound by these terms and conditions. If you have any questions or concerns, please contact us at hello@avelonetwork.com.