Affiliate Resource Centre

Terms & Conditions of Use

Please read all of these terms and conditions carefully. Centreprice recommends that you look out for any amendments to these Terms and Conditions we might make in the future as you will be obliged to comply with the amended Terms should you wish to continue using the service. Centreprice reserves the right to notify a Affiliate of any changes to the Terms by one of the following means (which is chosen at our discretion): general notice from Centreprice’s Affiliate Login Page, our users newsletter or email.

Centreprice Affiliate Program Agreement Terms and Conditions of use as follows:

PREFACE

1. Centreprice is the owner of an Internet music retail facility located on its website (located at http://www.centreprice.com hereinafter referred to as "the Centreprice Website").
2. The Affiliate is the holder of an Affiliate ID issued by the Centreprice Affiliate Program
3. Centreprice agrees to pay the Affiliate a commission for all sales to customers who have arrived at the Centreprice Website via a hyperlink containing the Affiliate Hyperlink Code and the Affiliate's ID in the exact form as set out on the Affiliate Program.

1. AFFILIATE'S OBLIGATIONS

The Affiliate acknowledges that:

1. it has entered into this Agreement once it accurately completes the customer application form and
2. by complying with (a) above it has agreed to Centreprice Terms and Conditions.

2. Centreprice'S OBLIGATIONS

Centreprice acknowledges that:

1. once the Affiliate submits an accurate reseller application form Centreprice will issue an Affiliate ID with instructions on how to link to Centreprice to ensure the commission can be accurately tracked;
2. it will ensure that it's tracking mechanism correctly identifies those purchases made by users who have arrived at the Centreprice Website via a hyperlink containing the Affiliate Code as set out on the Affiliate Program Page including the Affiliate's ID;
3. it will provide the Affiliate with a range of graphics that may be used by the Affiliate for the limited purpose of creating buttons for links to Centreprice; and
4. it retains responsibility for fulfilling any orders placed by a user who has been identified as coming from the Affiliate’s site.

TERMS OF RETAIL

1. The amount of commission the Affiliate will receive for each sale is set out in Schedule 1.
2. Centreprice does not guarantee that the retailing of its Merchandise by the Affiliate will lead to any specific number of sales.

PAYMENT

1. Each month (at a date to be mutually agreed) the Affiliate shall send an invoice to Centreprice which contains the following information:
   Affiliate ID Affiliate Name Payment Amount Requested
2. Centreprice will pay the Affiliate within 14 days of receiving their invoice.
3. Centreprice may refuse to pay any amount that appears on the Affiliate’s invoice that relates to a fraudulent transaction either in the invoice period or from any preceding invoice period.
4. Where a customer is refunded the purchase price of the Merchandise from the Merchant Facility Provider and this cost is charged back to Centreprice, Centreprice reserves the right to deduct the amount of commission that has already been paid to the Affiliate for this sale from the next invoice presented to the Distributor.

WARRANTY

The Affiliate warrants that:

1. it will not make any use of the images available on the Affiliate Program Account Page for any purpose other than to indicate a link to Centreprice;
2. it will not disclose its Affiliate ID and password to any third party without permission in writing from Centreprice; and
3. it will not disclose any information relating to the number of sales through the Affiliate Program without permission in writing from Centreprice.

PROVISION OF SERVICES

1. Centreprice does not warrant that the operation of the Centreprice Website will be fault free. The Affiliate acknowledges that components of the Centreprice Website rely on factors outside the Distributor’s control.
2. The Affiliate acknowledges that, during any technical failure, modification or maintenance involved in connection with Centreprice, users’ access to Centreprice may be suspended or disconnected without notice. Centreprice will use its reasonable endeavours to procure the resumption of the users’ access to the Centreprice Website as soon as reasonably practical after being put on notice of any suspension or disconnection of that access.

EXCLUSION OF LIABILITY

Except as provided in clause 8 Centreprice is not liable to the Affiliate or any other person for:

1. any cost, loss or liability (including loss of profit or other consequential damage) arising from the Affiliate’s failure or delay in complying with its obligations under this Agreement; and
2. the content, context or confidentiality of the communications made in relation to the Centreprice Website.

LIMITATION OF LIABILITY

1. Except as provided below all terms, warranties, undertakings, inducements and representations relating to Centreprice’s provision of any goods or services under this Agreement are excluded and Centreprice is not liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) in respect of any of those goods or services.
2. Where any legislation implies any term or warranty that cannot be excluded, then that implied term or warranty is deemed to be included in any Agreement. However, Centreprice’s liability for any breach of any implied term or warranty is limited, at Centreprice’s option, to any way permitted by that legislation including where so permitted:

1. the replacement of the goods;
2. the repair of the goods;
3. the payment of the costs of replacing the goods; or
4. the payment of the costs of having those goods supplied again.

9. INTELLECTUAL PROPERTY

It is expressly understood this Agreement shall not:

1. affect any intellectual property rights which vest in Centreprice as at the date of this Agreement or to any additional intellectual property rights which may arise in respect of improvements, enhancements, modifications or alterations to Centreprice at any time thereafter. The Affiliate acknowledges Centreprice’s title and interest in and to Centreprice both as at the date of this Agreement and thereafter and expressly agrees that it shall take no action or inaction which in any way harms, threatens or jeopardizes Centreprice’s intellectual property rights;
2. limit any future use or license of Centreprice and the underlying technology by Centreprice with any third party; and
3. the provision by Centreprice to the Affiliate of graphics in 2(d) above is a limited license with respect to linking to the Centreprice Website only.

AMENDMENT

Centreprice reserves the right to amend this Agreement at any time by giving notice of the change by email.

TERMINATION

The Affiliate shall provide links to the Merchandise or any other part of the Centreprice Website via its website until this Agreement is terminated,

Centreprice may terminate this Agreement immediately with written notice to follow if:

1. the Affiliate’s website comprises or is used for any purpose or activity of an illegal, fraudulent or defamatory nature;
2. Centreprice does not feel that the continuance of this Agreement is in its best interest;
3. the Affiliate breaches any term of this Agreement which is not capable of being remedied; or
4. the Affiliate fails to rectify a breach of this Agreement which is capable of being remedied within 7 days of Centreprice serving notice on the Affiliate requiring them to rectify the breach.

ENTIRE AGREEMENT

This Agreement is the entire agreement of the parties on the subject matter. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.

CONFIDENTIALITY

The parties hereby agree to the following confidentiality obligations:

13.2 Information shall not, however, include any information which is:

1. in the public domain;
2. is or becomes publicly known through no wrongful act or failure to act on the part of the Recipient;
3. is known by the Recipient without proprietary restrictions at the time of receipt of such Information from the Discloser or becomes known to the Recipient without proprietary restrictions from a source other than Discloser; or
4. is independently developed by the Recipient without reference to the Information disclosed by the Discloser.

13.3 Recipient agrees to receive the Information in confidence and to keep the Information confidential, using the same degree of care as is used by the Recipient to protect its own confidential information, but in no event less than a reasonable degree of care.

13.4 Recipient further agrees to disclose the Information only to its employees whose services are required in furtherance of the objectives of the business relationship between the parties, and to require each of its employees to comply with the terms of this entire paragraph 13 prior to the disclosure to such employees.

13.5 Recipient shall not make any additional copies of the Information without the express written consent of the Discloser. The Recipient agrees that it will within ten (10) days after written request by the Discloser, return or destroy all documents and tangible property in its possession which contain any part of the Information disclosed to the Recipient by the Discloser hereunder.

13.6 Recipient shall use such Information only in connection with the furtherance of the business relationship between the parties, and the Recipient shall make no further use, in whole or in part, of any such Information. Nothing in this Agreement, however, shall restrict the Discloser from using, disclosing or disseminating its own Information in any way.

13.7 No rights or obligations other than those expressly recited herein are implied by this Agreement.

13.8 The Affiliate is under a specific obligation not to disclose to a third party the username and password provided to them by Centreprice, as well as any other information relating to sales revenue generated as a result of their participation in this Agreement, unless Centreprice specifically agrees in writing to such disclosure by the Affiliate.

The obligations imposed by this entire clause 13 shall continue in full force and effect not withstanding the termination of this Agreement or the relationship between the parties contemplated herein.

Schedule 1

1. Centreprice will pay the Affiliate a commission of 5% of Gross Sales (as defined below) of all products sold on the Centreprice Website by customers who arrived via the Reseller's hyperlink as set out on the Affiliate Program page. Gross sales is the actual revenue received by Centreprice from the sales of products to customers, excluding postage and shipping costs and after taking account of any discounts which may apply.
2. Commission will be paid quarterly.