This agreement is made between:
(1) Bare Biology Limited whose registered address is Platform 9, Tower Point, 44 North Road, Brighton, BN1 1YR. (enter company reg number). (“Bare Biology”),
(2) The "Affiliate”
By accepting these terms and conditions the Affiliate agrees to be bound by them and shall enter into a binding agreement with Bare Biology (“the Agreement”)
1. Definitions and Interpretation
1.1 In these Terms & Conditions the following terms shall have the following meanings:
"Business Day" means any day other than Saturday or Sunday that is not a bank or public holiday;
"Commencement Date" means the date of your acceptance;
"Commission Rate" means the percentage of commission paid on net sales revenue set out in Sub-clause 9.3 ;
"Confidential Information" means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under the Agreement;
"Current Term" means the Term that the Parties may be in at any given time;
“the Customer” means an individual purchasing a Bare Biology product using the Unique Affiliate Code for the first time and does not include individuals who are pre-existing Bare Biology customers or have already purchased Bare Biology products through the Affiliate’s Unique Affiliate Code ;
"Direct Referral" means the sale of a Bare Biology product or products to a customer who uses the unique affiliate code;
"Intellectual Property Rights" means any rights subsisting in a copyright work, trademark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
“the Link” shall mean the HTML link provided from time to time by Bare Biology to link the Affiliate’s website to the Site
“the Products” means Life & Soul Omega 3 liquid, Life & Soul Omega 3 Capsules (Mini and Daily), Mums & Bumps Omega 3 Capsules, Mindful Capsules and Action Heroes Omega 3 Fish oil liquid, Skinful Marine Collagen;
"Registered Email Address" means the email address of the Affiliate as provided in your Registration Data;
"Registration Data" means the information provided by the Affiliate when registering for enrolment in the Programme;
“the Site” shall mean the Bare Biology site www.barebiology.com
"Term" means the term of the Agreement, as defined in Clause ( ) of these Terms & Conditions, during which you shall participate in the Programme under the terms and conditions set out in the Agreement.
“Unique Referral Link” means a unique URL provided by Bare Biology to the Affiliate.
2. Enrolment in the Programme
2.1 To enrol in the Programme the Affiliate must submit an affiliate application and be approved.
2.2 By enrolling in the Programme the Affiliate agrees that, at the time of registration, it will provide accurate and complete Registration Data and that it shall inform Bare Biology of any changes in the Affiliate’s Registration Data.
2.3 Upon the Affiliate’s acceptance of these Terms & Conditions, subject to Bare Biology’s approval and sub-clause 2.4 below, the Affiliate will be sent these terms and conditions via email.
2.4 Bare Biology may, at its sole discretion, review any website where the Affiliate is advertising us, following the Affiliate’s acceptance of these Terms & Conditions.
2.5 Following the Affiliate’s acceptance of these Terms & Conditions, the Affiliate will receive a welcome email confirming a Unique Referral LInk and an online account will be created immediately giving the Affiliate access to tracking and payment details.
2.6 Bare Biology may, in its sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, content on the Affiliate’s website that:
2.6.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
2.6.2 facilitates or promotes violence, terrorism, or any other criminal activity;
2.6.3 is sexually explicit; or
2.6.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
2.6.5 sells medical advice or claims to cure any illnesses.
3. Company / Affiliate Relationship
The Programme is expressly a business-to-business relationship and both Bare Biology and the Affiliate enter into it in a business capacity and not as a consumer.
3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership, joint venture, agency, franchise between Bare Biology and the Affiliate.
3.2 Subject to any express provisions to the contrary in these Terms & Conditions, the Affiliate shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind Bare Biology in any way.
4. Website Links
4.1 If the Affiliate links to the Site the Affiliate is permitted to link to any current sales content. As our system is powered by a Unique Referral LInk there is no need for any code to be maintained.
4.2 Under no circumstances may any of the Bare Biology logos or graphics be used without permission. Any graphic files provided by Bare Biology must not be modified in any way without its prior written authorisation. The Affiliate may not use graphic files of their own to link to our site.
4.3 All graphic files and logos that we may provide for use as links may be displayed throughout your website as you deem appropriate, [subject to our prior consent (which shall not be unreasonably withheld) which must be obtained in all cases]. We reserve the right to request the alteration or removal of a link from your website.
4.4 The Affiliate is required to assume full responsibility to maintain all links to our website from your website.
5. Site Maintenance and Content
5.1 Each Party shall be exclusively responsible for maintaining and updating its own website. Subject to the provisions of this Clause 5 and Clause 14 below, neither Party shall have any obligations to the other Party in relation to the maintenance or content of their website.
5.2 Subject to Sub-clause 5.3 of these Terms & Conditions, the Affiliate shall neither host nor promote any content that:
5.2.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
5.2.2 facilitates or promotes violence, terrorism, or any other criminal activity;
5.2.3 is sexually explicit; or
5.2.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
5.3 If content of the nature set out in sub-clauses 5.2-5.2.4 is added to the Affiliate website by a third party as a result of the Affiliate’s website being hacked the agreement will be terminated forthwith. The Affiliate may re-apply once the Affiliate’s website has been rectified.
Direct Referral Requirements
6.1 A Direct Referral is deemed to be validated after a purchase is made and authorised.
6.2 The Direct Referral must result in the purchase of at least one Bare Biology product.
6.3 Commission will only be paid if a purchase made through the Link is done by an individual who is not already a pre-existing Bare Biology customer/holds a Bare Biology account.
6.4 The set time limit on the cookies is 30 days. If a customer orders after 30 days from clicking the Affiliate link for the first time, the sale will not be attributed to the affiliate.
6.5 If the customer doesn’t use the same device and browser or uses incognito or has cleared their cookies and browsing data, the sale won’t be attributed.
6.6 Bare Biology reserves the right to alter such terms & conditions at any time and will provide ten Business Days' written notice to you of any such alteration
7.1 Bare Biology undertakes to use its best and reasonable endeavours to process and fulfil all orders for the Products placed through a Direct Referral.
7.2 Bare Biology reserves the right to reject any orders that do not comply with the Direct Referral requirements detailed in Clause 6 of these Terms & Conditions.
7.3 It shall be Bare Biology’s full responsibility to ensure that all orders are completed. Bare Biology shall be responsible for order entry, payment processing, cancellations and all subsequent customer service.
8. Affiliate Sales Reporting
8.1 Bare Biology will track the following elements of all sales:
8.1.2 product selected and
8.1.3 revenue generated.
8.2 Full reports of all sales generated will be available in your Affiliate members’ area. We reserve the right to alter the form and content of such reports without notice.
9.Commission and Referral Fees
9.1 The Affiliate will be paid commission at the rates set out in Sub-clause 11.2 on the net revenue minus vat of sales generated, packing and shipping.
9.2 Commission shall be calculated on the following basis:
9.3 All validated sales that result from Direct Referrals will attract a commission 10%.
9.4 In the event that an individual does not use your Unique Referral Link, no commission will be paid.
9.5 Commission shall be calculated only once Bare Biology has received payment in full from the Customer
9.6 Commission shall be paid to you at the end of every calendar month via PayPal.
9.7 Bare Biology pays affiliates via a PayPal account, provided to us when an affiliate joins. If the PayPal account changes, it is the responsibility of the affiliate to notify Bare Biology to ensure proper commission payments. Bare Biology will not resend payments returned due to incorrect payment email addresses.
9.8 In the event of any refunds issued for any reasons including, but not limited to fraud and where such refunds are not incurred through any fault on the part of Bare Biology, the Affiliate may be contacted to arrange for the repayment of any related commission.
9.9 Any and all commission paid to the Affiliate shall be based on sales revenue less VAT, packing and shipping. However, the Affiliate may still be liable to pay tax on your commission. By accepting these Terms & Conditions the Affiliate hereby acknowledges that they are solely responsible for the payment of tax on any income the Affiliate may generate through their involvement in the Programme.
9.10 Bare Biology reserves the right to modify any of their terms and conditions including Commission Rates at any time and at its sole discretion. The Affiliate will be given 10 business Days' prior written notice (the "Notice Period") of any such change. The Affiliate will be given the option to opt out of the Programme within the Notice Period and will, on the exercise of that option, be paid any Commission due to the Affiliate [notwithstanding the total commission earnings requirement set out in Sub-clause 9.7 above].
9.11 A valid working email address is a condition of payment and if Bare Biology receives bounced emails the account will be removed and payments annulled.
10.1 Upon the Affiliate entry into the Programme, Bare Biology shall grant to the Affiliate a non-exclusive, non-transferrable, royalty free licence to use its trademarks, such trademarks being detailed in Schedule 1 to the Agreement
10.2 The Affiliate may use trademarks pertaining to Bare Biology only to the extent required to establish links and perform its obligations as an Affiliate under these Terms & Conditions.
10.3 By accepting these Terms & Conditions the Affiliate hereby agrees that:
10.4.1 Bare Biology trademarks shall remain the property of Bare Biology unless and until Bare Biology assigns those marks to a third party;
10.4.2 Nothing in these Terms & Conditions shall be deemed to confer any ownership rights in the Bare Biology trademarks on the Affiliate; and
10.4.3 The Affiliate shall not contest the validity of our trade marks.
13. Intellectual Property
13.1 Unless otherwise expressly indicated Bare Biology is the sole and exclusive owner of all Intellectual Property Rights ("IPRs") in our Site including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the site. Bare Biology shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
13.2 Bare Biology shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.
14. Affiliate Warranties and Indemnity
14.1 In accepting these Terms & Conditions the Affiliate hereby warrants and acknowledges that:
14.1.1 the Affiliate’s website (if applicable) does not and will not contain any content that:
a) is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
b) facilitates or promotes violence, terrorism, or any other criminal activity;
c) is sexually explicit; or
d) infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
14.1.2 The Affiliate’s website (if applicable) is and shall remain functional and, subject to the provisions of Clause 19 of these Terms & Conditions, reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;
14.1.3 All necessary authorities, consents and approvals have been obtained in respect of the Affiliate’s obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
14.1.4 The Affiliate’s obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and
14.1.5 The Affiliate will not refer to Bare Biology in any way in any unsolicited bulk email campaigns or other spamming practices that the Affiliate may conduct.
14.1.6 The Affiliate will not in any way generate or contribute to generating artificial traffic to gain sales commission, this includes the use of software or products that alter the use of software or products that alter fellow affiliates link codes or intercept click through traffic.
14.1.7 The Affiliate will not list coupon codes or discounts redeemable against the Products without the prior written consent of Bare Biology.
14.1.8 The Affiliate will not use the term “Bare Biology” or “Life & Soul“, “Action Heroes” or “Mums & Bumps” or "Skinful" in any variation in their site URL.
14.1.9 The Affiliate will not bid on the term “Bare Biology” or “Life & Soul“, “Action Heroes” or “Mums & Bumps” or "Skinful" in any variation in any paid for advertising, including Google Adwords, Facebook Ads, Instagram Ads or Bing.
14.1.10 The Affiliate will include the disclosure that the link is an "Affiliate Link" and will include #ad at the beginning of any social posts relating to the Affiliate scheme.
14.2 By accepting these Terms & Conditions the Affiliate agrees that it shall indemnify Bare Biology in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by us as a result of, or in connection with:
14.2.1 breach of any warranty given by the Affiliate in relation to their website;
14.2.2 any claim that the Affiliate’s website (if applicable) infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and
14.2.3 any act or omission by the Affiliate or their employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.
15.1 Bare Biology makes no express or implied warranties or representations with respect to the Affiliate Programme or an Affiliate’s potential to earn income from the Programme. In addition, Bare Biology makes no representation that the operation of the Site or the Affiliate links will be uninterrupted or error-free and Bare Biology will not be liable for the consequences of any interruptions or errors.
16.1 Bare Biology shall not be liable to the Affiliate for defects in the service, interruptions in the accessibility to the service Bare Biology shall not be liable to the Affiliate for any indirect or consequential loss that the Affiliate may suffer even if such loss is reasonably foreseeable or if Bare Biology has been advised of the possibility of such loss being incurred
17. Term and Termination
17.1 These Terms & Conditions and the Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period until it is ended by either party
17.2 Either Party may terminate the Agreement by giving 7 Business Days' prior written notice to the other:
17.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unremedied 7 Business Days after receiving written notice of that breach; or
17.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
17.3 Upon the termination of the Agreement for any reason, the Affiliate shall remove the links established under these Terms & Conditions.
17.4 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
17.5 In the event that Bare Biology terminates the Agreement in accordance with Sub-clause 17.2.1, any Commission owed to you at that time shall be forfeited.
18.1 Each Party shall keep the Confidential Information belonging to the other Party (a confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:
18.1.1 at the time of its acquisition was in the public domain; or
18.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
18.2 Each Party hereby agrees and undertakes:
18.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
18.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and
18.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.
19. Force Majeure
19.1 Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
20.1 The Parties agree that, in the event that one or more of the provisions of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms & Conditions. The remainder of the Terms & Conditions shall be valid and enforceable.
21.1 Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party's Registered Email Address with a hard copy of the same to be sent by first class post to the addresses detailed at the head of these Terms & Conditions.
22. Entire Agreement
22.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Programme or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.
22.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both Parties.
23.1 No Waiver
The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
The Affiliate may not assign any or all its rights or obligations under these Terms & Conditions or the Agreement without Bare Biology’s prior written consent, such consent not to be unreasonably withheld.
24. Dispute Resolution (Arbitration)
24.1 It shall be agreed that where any dispute or difference relating to the Agreement or these Terms & Conditions arises between the Parties that matter shall be referred to the arbitration of a single arbitrator to be agreed between the Parties.
25. Law and Jurisdiction
25.1 These Terms & Conditions and the Agreement shall be governed by the laws of England and Wales.
25.2 Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of England and Wales.
Schedule 1 – Trademarks registered to Bare Biology Ltd