I. TERMS OF SALE
Last updated: 26 January 2021
These terms of sale (“Terms of Sale”) set out the terms and conditions on which we supply any of the products (“Product” or “Products”) listed on our website www.bokel.co.uk (“our site”) to you.
Please read these Terms of Sale carefully before ordering any Products from our site. These Terms of Sale tell you who we are, how we will provide Products to you, how you and we may end the contract, what to do if there is a problem and other important information. If you do not agree to these Terms of Sale you must not order any Product through our site.
Section A of these Terms of Sale details any particular sales promotions that we are currently running. Any purchase made in relation to such sales promotions is governed by both Section A and the general terms of sale set out in Section B so you should carefully review both Sections before ordering Products that are part of a sales promotion. If the Products that you wish to order are not part of a sales promotion, you can ignore Section A.
SECTION A – CURRENT SALES PROMOTIONS
£10 off your order over £150
When you sign up to receive LNF Limited’s Marketing Newsletter, you may be emailed voucher codes which you can use to redeem £10 off orders over £150. These vouchers cannot be used in conjunction with any other voucher codes or offers (e.g cashback) and these voucher codes are only valid on orders over £150. Some voucher codes may also have additional limitations. LNF Limited reserves the right to make any changes or withdraw the offer at any time.
SECTION B – GENERAL TERMS OF SALE
Last updated: 26 January 2021
1. INFORMATION ABOUT US
1.1 www.bokel.co.uk is a website operated by LNF Limited (“we”, “our”, “us”). We are registered in the U.K. under company number 12989359. Our registered office is at 43 Coniscliffe Road, Darlington, Co. Durham, United Kingdom, DL3 7EH. Our VAT number is GB362136124.
2. ORDERING PRODUCTS
2.1 You can place orders for Products with us by following the process outlined on our site. You acknowledge that by placing an order with us you will be under an obligation to pay for the Products in that order if we accept your order.
2.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each stage of the order process.
2.3 All orders are subject to acceptance by us. We will send you a confirmation e-mail after receiving your order and this will constitute acceptance by us. The contract between you and us will only be made when we send you this email. We will charge your chosen payment method after we accept your order. We will send a further email when your order has been dispatched.
2.4 Unfortunately we can’t stop an order once it has been dispatched by us. If you change your mind about your order after this point you can reject delivery or return the Products to us in accordance with the returns policy below at clause 9.
2.5 Before ordering from us, it is your responsibility to check and determine your full ability to receive the Products ordered. This includes ensuring that the Products ordered will pass freely into your room of choice, they fit in that room, can be transported through the door of your flat or room, stairs and doorways, and there are no other issues that could make delivery more complicated or impossible.
2.6 You must keep the contact details we hold for you up-to-date so that we can contact you if necessary about your order or the delivery of the Products.
3.1 All orders for Products are subject to the availability of those Products and the materials for making the Products. We will inform you as soon as possible after receiving your order if, for any reason, the Products you have ordered are not available or are subject to any delay.
3.2 If we are unable to supply you with a Product, for example, because the manufacturer is out of stock or because of an error in the price (see clauses 5.4 and 5.5 below) we will inform you of this by email and we will not process your order. If you have already paid for the Product we will refund you the full amount as soon as possible.
4. IMAGES AND SIZING OF PRODUCTS
4.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer will display the colours accurately or reflect the colour of the Products. The Products that are delivered to you may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible, the measurements indicated including weights, dimensions and capacities shown on our site are approximate only.
5. PRICES OF PRODUCTS
5.1 The price of any Product will be as quoted on our site, except in cases of obvious error.
5.2 The price of any Product may change from time to time, but changes will not affect any order we have accepted.
5.3 The price of a Product includes VAT (where it applies) but excludes any delivery costs, which where applicable will be added to the price of the Products and set out as part of the total amount due during the order process. To see the relevant delivery charges for a product, please refer to our Shipping and Returns page.
5.4 Due to the large number of Products on our site, it is always possible that some of the Products listed on our site may be incorrectly priced, despite our reasonable efforts. We will normally verify prices as part of our order-handling procedure so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If the Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of the rejection.
5.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an order acceptance, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.
6. HOW TO PAY
6.1 We accept payment with the payment methods listed on our site. You must pay for the Products and any applicable delivery charges in advance of delivery of the Products.
6.2 By submitting an order to us through our site, you are confirming that the payment details provided on your order are valid and correct.
7.1 We offer a delivery service in accordance with the timescales shown against each Product on our site. Please note that delivery timescales are estimates. You can find out more about our Product delivery by reading the information on the Shipping and Returns page of our site.
7.2 Please note that we only deliver to addresses in the United Kingdom, excluding Northern Ireland.
7.3 Your estimated dispatch date will be as set out in a dispatch confirmation sent by email. This dispatch date indicates when we expect to send the Products to our delivery partner. Please refer to the Shipping and Returns page of our site to find out more about our dispatch and delivery process and how long after dispatch you should expect the Products to be delivered. Although we will make every reasonable effort to ensure your Products are dispatched and delivered within the estimated timescales, unfortunately we cannot guarantee that they will not be affected by unforeseen issues affecting the manufacturer of the Product or our delivery partners. If we are unable to meet the estimated dispatch or delivery date, we will contact you with a revised estimated date.
7.4 You can review the current status of your order at any time by logging into the My Orders section of your account on our site. If you have trouble finding out the status of your order or tracking its progress, please contact Customer Services using the contact information below at clause 21.
8. RISK AND OWNERSHIP
8.1 Ownership of the Products will pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
8.2 The Products will be your responsibility from the time that you (or a third party other than the carrier and indicated by you) take physical possession of the Products.
9. CANCELLATION, RETURNS AND REFUND POLICY
9.1 We hope you will be pleased with everything you have bought from us but if you are unhappy with your Products, you can return them to us either in accordance with the terms set out below or as otherwise in accordance with your legal rights.
Right to cancel
9.2 You have a legal right to change your mind and cancel the contract between you and us within 30 days of delivery of your Products without giving a reason. This right, under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013, is explained in more detail in this clause 9. Please note that the right to change your mind applies equally to any gift vouchers you purchase from us but does not apply to any bespoke Products you purchase from us (ie, Products that we create to your specification or are clearly personalised).
9.3 The cancellation period will expire 30 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the Products. Where you order multiple Products in one order or a Product is delivered in separate parts, lots or pieces, the cancellation period will expire 30 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last Product, part, lot or piece that makes up your order.
9.4 In the case of our bespoke made products your 14 days to cancel the contract begins from the moment you place your order with us. Please note that after 14 days you will be unable to cancel the contract due to the bespoke nature of the work. If you wish to cancel after 14 days, you will be charged for the full price of the order. This does not affect your statutory legal rights.
9.5 To exercise the right to cancel, you must inform us of your decision to cancel your contract with us by making a clear statement (e.g. a letter sent by post or email or a telephone call). The easiest way to do this is to contact our Customer Services team, their contact details can be found in clause 21.
9.6 To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of your right to cancel before the cancellation period has expired.
Effects of cancellation
9.6 If you cancel your contract with us, we will reimburse you all payments received from you, including the cost of delivery (except that we reserve the right not to reimburse you for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us and for any deductions permitted under clause 9.10).
9.7 We will make the reimbursement without undue delay, and not later than: (a) 30 days after the day we receive back from you any Products supplied, or (b) (if earlier) 30 days after the day you provide evidence that you have returned the Products, or (c) if there were no goods supplied, 30 days after the day on which we are informed about your decision to cancel this contract.
9.8 We will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
9.9 We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products, whichever is the earliest.
9.10 We may make a deduction from the reimbursement for loss in value of any Products supplied, if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Products resulting from the unfair and/or unreasonable wear and tear of the Product other than what is necessary to establish the nature, characteristics and functioning of the Products. We may make a deduction from any reimbursement (you are entitled to from us) for such loss in value of any Products we supply.
Faulty or mis-described
9.11 If you are returning the Products to us because they are faulty or mis-described, we will refund: the price of the Product in full; any applicable delivery charges; and any reasonable costs you incur in returning the item to us (other than any costs incurred by you in returning the Products to us in person). As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 9 or any of the other general Terms of Sale set out in this Section B.
9.12 We will refund you through the payment method used by you to pay.
How to return the Products
9.13 If you change your mind and exercise your right to cancel under clause 9.2 above after delivery, then the Products must be returned to us. In this case, this may be done by either:
(a) For most small items and certain, you will need to arrange for the Products to be returned to us at our distribution centre or to our delivery partner at various locations. In this case, the Products must be returned to us without undue delay and in any event no later than 30 days for the date that you exercised your right to cancel. You will be responsible for the cost of returning the Products to us
(b) For certain mid-sized items and for most furniture items, we can arrange to collect the Products from your address. You will be responsible for the cost of collection.
For more information about the specific return and collection costs that apply to different items and other information regarding returns and refunds, please refer to our Shipping and Returns page
9.14 If you exercise your right to return the Products under clause 9.11, because the Products are faulty, were not delivered as described or you otherwise have a legal right to return the Products as a result of something we have done wrong after dispatch of the Products, the Products must be returned to us. Depending on the item, this may be done either by you arranging for the Products to be returned to us or by us arranging to collect the Products from your address, as described in clause 9.13. However, in this case, the return or collection will be at no cost to you.
9.15 Please contact Customer Services using the contact information below at clause 21 to arrange a return or collection of the Products.
9.16 You must take care when opening packaging that the Products were delivered in and carefully re-pack the Products in the original (or similar) packaging prior to returning the Products to us.
10.0 SALES PROMOTIONS
10.1 From time to time, we may run sales promotions or offer other incentives (“Promotions”) to purchase particular Products from us.
10.2 The length of time any Promotion runs for, the conditions for qualifying for such Promotion and the Products which will be subject to such Promotion will be set out in Section A of these Terms of Sale.
10.3 If you place an order for Products in relation to any Promotion, the Promotion-specific terms and conditions set out in Section A above and the general terms set out in this Section B will apply. To the extent of any inconsistency, the Promotion-specific terms set out in Section A shall prevail.
11.1 From time to time, we may run prize draws, competitions or other prize promotions (“Competitions”) on our site
11.2 The length of time the Competition runs for, the conditions for entry to the Competition and the prizes for winning or taking part in the Competition will be subject to our discretion and will be available for time to time on our Competitions page.
11.3 We will make the rules of any Competition we run available to you before you participate in the Competition.
12.0 VOUCHERS, GIFT VOUCHERS AND DISCOUNT CODES
12.1 Gift vouchers are not currently available for purchase, but vouchers may be offered or provided by LNF Limited as prizes, through promotions, or in other circumstances.
12.2 The voucher may be: (i) emailed to the recipient; or (ii) printed
12.3 Unless otherwise stated, vouchers are valid for one year from the date of issue and cannot be extended.
12.4 The value of any voucher you use will be deducted from the total cost of your order. If any balance remains to be spent from the voucher, it can be used on a future order. There is no minimum spend required and the voucher can be redeemed against any purchase including delivery charges. Any costs incurred on the order (including delivery, return, and collection costs) will be calculated based on the full costs of the order, before the voucher or discount code is applied.
12.5 Vouchers may be provided in any denomination.
12.6 Vouchers and/or discount codes must not be posted on consumer forums and LNF Limited may invalidate vouchers or discount codes posted in such a way.
12.7 Only one discount code can be applied to any one order, this includes any promotional codes or offers (but you may also use any voucher that you have purchased or been given).
12.8 When you use a voucher and/or discount code you warrant to us that you are the duly authorised recipient of the voucher or discount code (as applicable) and that you are using it in accordance with these Terms of Sale, lawfully and in good faith. If we believe that a voucher and/or discount code is being used in breach of these Terms of Sale, unlawfully or in bad faith, we may reject or cancel the voucher or discount code (as applicable).
12.9 If you have any difficulty redeeming your voucher or discount code or have any questions then please contact us for further assistance.
12.10 Any order for Products made using a voucher or discount code will be governed by these Terms of Sale.
13.0 YOUR INFORMATION
14.0 OUR LIABILITY TO YOU
14.1 We are under a legal duty to supply Products that are in conformity with our contract with you.
14.2 Our Products are designed for residential use and we do not make any guarantees or warranties about their performance in a commercial environment. We will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
14.3 If we fail to comply with a contract between you and us, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Sale or our negligence, but we will not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if the loss or damage was an obvious consequence of our breach or if the loss or damage was contemplated by you and us at the time we entered into the contract.
14.4 The maximum loss or damage we will be responsible for under clause 12.3 is limited to the price you have paid us for the Product to which the loss or damage you suffer relates.
14.5 We do not in any way exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability imposed under the Consumer Rights Act 2015 that is not permitted to be excluded or restricted under section 31 of the Consumer Rights Act 2015; and (d) defective products under the Consumer Protection Act 1987.
14.6 This does not affect your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
15.0 EVENTS OUTSIDE OUR CONTROL
16.0 RESOLVING DISPUTES
16.1 If you have a dispute with us relating to our contract with you, in the first instance please contact us at email@example.com and attempt to resolve the dispute with us informally. You can also write to us at: LNF Limited, 43 Coniscliffe Road, Darlington, Co. Durham, United Kingdom, DL3 7EH.
16.2 In the unlikely event that we are not able to resolve the dispute informally, please note that the EU operates an online dispute resolution platform for EU consumers to submit disputes arising from online purchases, which can be accessed at //ec.europa.eu/odr . You will also always have the option of resolving the dispute using court action.
17.0 EACH OF THESE TERMS OPERATES INDEPENDENTLY
18.0 UPDATING THESE TERMS OF SALE
18.1 We may modify or update these Terms of Sale from time to time for reasons including: (a) changes in how our business operates; (b) changes in the legal or regulatory requirements that we must comply with; or (c) changes in how we accept payment from you. However, any order of Products by you will be governed by the terms and conditions available on our site at the time you place the order.
19.0 RIGHTS OF THIRD PARTIES
19.1 Any Contract made between you and us is only made between you and us. No third party will have any rights to enforce any of its terms.
20.0 TRANSFER OF OUR RIGHTS
20.1 We may transfer our rights and obligations under our contract with you to another organisation, and we will do our best to notify you in writing if this happens, but this will not affect your rights or our obligations under the contract. We will use reasonable endeavours to tell you in writing in this happens.
21.0 LAW AND JURISDICTION
21.1 These Terms of Sale are governed by English law. This means that a contract for the purchase of Products made through our site and any dispute or claim arising out of or in connection with it will be governed by English law.
21.2 You can bring legal proceedings in respect of this contract in the English courts. However, if you are a resident of Scotland, you may also bring proceedings in Scotland and if you are a resident in Northern Ireland, you may also bring proceedings in Northern Ireland.
22.0 CONTACTING YOU
22.1 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
23.0 CONTACT US
23.1 If you have any queries about these Terms of Sale, please send contact our Customer Services team. We’ll be here to help
Last updated: 26 January 2021
1.0 INFORMATION ABOUT US
1.1 www.bokel.co.uk is a website operated by LNF Limited (“we”, “our”, “us”). We are registered in the U.K. under company number 12989359. Our registered office is at 43 Coniscliffe Road, Darlington, Co. Durham, United Kingdom, DL3 7EH. Our VAT number is GB362136124.
2.0 PURCHASE OF PRODUCTS FROM LNF LIMITED
2.1 The purchase of any products through our site is governed by our Terms of Sale.
3.0 YOUR PERSONAL INFORMATION
4.0 YOUR ACCOUNT AND PASSWORD
4.1 If you set up an account on our site, you must treat your login details as confidential. You must not disclose them to any third party.
4.3 If you know or suspect that anyone other than you knows your login details, you must promptly notify us at firstname.lastname@example.org.
5.0 RULES OF ACCEPTABLE USE
5.4 The responses described above are not limited and we may take any other action we reasonably deem appropriate.
6.0 NOTICE AND TAKE DOWN POLICY
6.1 If you believe that content available through the site:
(a) infringes your rights or any rights of a third party you represent; or
(b) otherwise breaches the Rules of Acceptable Use,
please tell us immediately by using the reporting tool that appears next to each comment within the site.
6.2 When reporting content please provide the information described below in your notice to us: (a) your name and contact details; and (b) a statement explaining whether you believe that the content you are contacting us about: (i) infringes your rights; (ii) the rights of a third party who you represent; or (iii) you otherwise believe the content breaches the Rules of Acceptable Use.
6.3 We will take the action that we believe is appropriate depending on the nature of the content you report. This may include taking no action where we believe the reported content does not infringe any rights or the Rules of Acceptable Use. We are not obliged to discuss or inform you about our chosen course of action following a report from you.
7.0 LIMITED LICENCE
7.1 We are the owner or the licensee of all intellectual property rights in our site and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. We grant you permission to access our site for your personal use only. Any other use of our site or our site’s content is prohibited. This prohibition includes, but is not limited to:
(a) making commercial use of our site’s content;
(b) reproduction of the LNF Limited and Bokel name, logo, trade marks or any other content available on our site; and
(c) downloading or copying any of our site content for yourself or for a third-party.
7.2 If you wish to make any use of material on our site other than that set out above, please contact: email@example.com.
8.0 DISCLAIMER AND LIABILITY
8.2 We have taken care in the preparation of the content of our site. However, we will not be responsible for any errors or omissions or for any technical problems you may experience with our site. If we are informed of any inaccuracies in the content on our site we will attempt to correct this as soon as we reasonably can.
8.3 Whilst we make reasonable efforts to ensure that any information presented on our site is correct, the information on our site is presented without any guarantees, conditions or warranties or any kind and the site is made available to you on an “AS IS” basis. We are not responsible for anything that occurs from your reliance on the content of our site.
8.4 In any event, we will never take any responsibility for User Content and you use and rely on any User Content entirely at your own risk.
8.5 We exclude all warranties and conditions implied by statute, common law or the law of equity, to the extent permitted by applicable law.
8.6 Because our site is provided free of charge, we will not, in any way, be liable for any loss or damage (whether direct or indirect) in tort (including negligence), breach of contract, breach of statutory or otherwise (even if foreseeable) in connection with any use you make of our site or the information presented on it.
9.0 LINKS AND LINKING
9.2 You may link to our home page (www.bokel.co.uk), provided you do so in a way that is fair, legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You agree to remove any link to our site on a website owned or controlled by you on receipt of a request from us.
12.0 JURISDICTION AND APPLICABLE LAW
13.1 If you would like to provide feedback on our site, please contact us at firstname.lastname@example.org.
III. AFFILIATE PROGRAMME TERMS
Last updated: 18 January 2022
Please read these Affiliate Programme Terms carefully before you start to use our site. By using our site, you indicate that you accept these Affiliate Programme Terms and that you agree to abide by them.
1.1 In this Agreement, the following capitalised terms have the following meanings:
“Affiliate” means a User that is participating in the Programme;
“Affiliate Representative” means the person acting as, or on behalf of, the Affiliate;
“Affiliate Guidelines” means the Affiliate Guidelines attached at Schedule 1;
“Agreement” shall have the meaning given to it in Clause 2.2;
“Advertising Standards” means any applicable advertising Laws, including without limitation any codes or guidance issued by the Advertising Standards Authority;
“Approved Transaction” a Transaction which has been approved by LNF Limited in accordance with Clause 4.2;
“Brand Guidelines” means the brand guidelines that may be made available to the Affiliate by LNF Limited from time to time;
“Brand Related Terms” has the meaning given to it in Schedule 2;
“Change of Control” means a change in the beneficial ownership of more than 50% of the issued share capital of a company or a change in the majority of the persons with legal power to direct or cause the direction of the general management of the company;
“Commission” means the fee due to the Affiliate in respect of Approved Transactions;
“Commission Rules” means the rules set out in Schedule 3;
“Data Protection Laws” means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, including EU Data Protection Law and UK Data Protection Law;
“Effective Date” means the Affiliate begins participating in the Programme;
“EU Data Protection Law” means: (i) all EU regulations or other legislation applicable (in whole or in part) to the processing of personal data (such as Regulation (EU) 2016/679 (the “GDPR”)); (ii) the national laws of each EEA member state implementing any EU directive applicable (in whole or in part) to the processing of personal data (such as Directive 2002/58/EC (the “e-Privacy Directive”)); and (iii) any other national laws of each EEA member state applicable (in whole or in part) to the processing of personal data, as amended or superseded from time to time;
“Intellectual Property” means patents, rights in designs, trademarks, trading business or domain names, email addresses, copyrights (including any such rights in typographical arrangements, web sites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, licenses in, to and under any of the foregoing, rights in inventions, know how, trade secrets and other confidential information, rights in databases and all other intellectual property rights, which subsist now or in the future in any part of the world;
“Laws” means legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental or regulatory body, or other relevant body;
“Link” means the link supplied to the Affiliate by LNF Limited for inclusion on the Service, which when clicked on by a User, identifies: (i) that the User has been Referred by Affiliate; and (ii) the Programme the User is participating in;
“LNF Limited Materials” means any trade marks, advertising content, images, text, video, data or other material provided by or on behalf of LNF Limited to the Affiliate;
“Marketing Bonus” means any fees that may be agreed between the Parties in return for Marketing Services in accordance with Clause 4.6;
“Marketing Services” means any ad-hoc marketing services agreed between the Parties in accordance with Clause 4.6;
“Parties” means LNF Limited and the Affiliate, and “Party” means either one of them;
“Personal Data” means personal data as defined under Data Protection Laws;
“Platform” means the performance marketing technology and reporting interface accessible from URL https://bokel.co.uk/ (or any other URL as advised by the Platform Provider from time to time);
“Platform Provider” means LNF Limited;
“PPC Authorised Affiliates” has the meaning given to it in Schedule 3;
“Programme” means the sales and marketing initiative of LNF Limited that the Affiliate participates in, which targets particular territories in accordance with the relevant Programme Description and which is managed by LNF Limited via the Platform;
“Programme Description” means the key parameters of a Programme as specified by LNF Limited on the Platform for the relevant Programme from time to time, including Commission rates and other relevant information;
“Programme Rules” means the rules set out in Schedule 2;
“Referrals” means the Affiliate’s referral or introduction of a User to https://bokel.co.uk as part of a Programme through a Link, which may result in an Approved Transaction;
“Service” means Affiliate’s website, blog, forum or other platform as designated on the Platform or as otherwise agreed between the Parties in writing, which is designed or intended to refer Users to https://bokel.co.uk;
“Specific Terms” means any specific terms and conditions attached to these Standard Terms and agreed between the Parties and applicable to the relevant Affiliate;
“Standard Terms” means these general terms and conditions applicable to the Programme as set out below;
“Territory” means the territory specified in the Programme Description;
“Term” means the duration of this Agreement, beginning on the Effective Date and continuing until the date of termination;
“Tracking Functionality” means the tracking solution implemented by LNF Limited on its website(s) through which Referrals are tracked;
“Transaction” means a sale or supply of LNF Limited’s goods or services to a User, or a User interaction in respect of LNF Limited’s goods or services as defined in the applicable Programme Description, and recorded by the Platform;
“UK Data Protection Law” means: the GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the UK GDPR); the Data Protection Act 2018 (the DPA 2018); the Privacy and Electronic Communications (EC Directive) Regulations 2003 as they continue to have effect by virtue of section 2 of the European Union (Withdrawal) Act 2018 (PECR); and any other laws in force in the UK from time to time applicable (in whole or in part) to the processing of personal data, as amended or superseded from time to time;
“Unethical Activities” shall have the meaning given to it in Schedule 1;
“User” means an end user of the Service; and
“User Personal Data” means Personal Data belonging to Users, and which may include their name, email address, gender, age and online behaviour.
2.0 PARTICIPATION IN THE PROGRAMME
2.1 By participating in the Programme on the Platform, the Affiliate is marketing https://bokel.co.uk and its products on the Service in accordance with the relevant Programme Description and these Standard Terms.
2.2 By participating in the Programme, the Programme Description, any Specific Terms agreed between the Parties and these Standard Terms, including any schedules thereto, shall together constitute a legally binding agreement (the “Agreement”).
2.3 In the event of any conflict between these Standard Terms and the Specific Terms, the Specific Terms shall prevail. This Agreement shall prevail over any terms supplied by the Affiliate.
3.0 AFFILIATE OBLIGATIONS AND WARRANTIES
3.1 Affiliate must register and maintain an account on the Platform in order to participate in the Programme.
3.2 Whilst participating in any Programme, the Affiliate shall comply with:
(a) the Programme Description;
(b) the Affiliate Guidelines; and
(c) the Programme Rules,
with respect to its activities under this Agreement. LNF Limited may change the Programme Description at any time and these changes shall take effect on notice to the Affiliate in accordance with Clause 15. Affiliate is solely responsible for ensuring it is aware of any changes to the Programme Description.
3.3 The Affiliate shall provide LNF Limited with:
(a) all co-operation in relation to this Agreement; and
(b) all access to such information as may be required by LNF Limited in connection with this Agreement.
3.4 The Affiliate shall at all times, while this Agreement is in force, have an Affiliate Representative. The Affiliate Representative shall have the authority to contractually bind the Affiliate on all matters relating to this Agreement. The Affiliate shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Affiliate Representative.
3.5 The Affiliate shall notify LNF Limited immediately in the event of any complaints received in connection with its participation in the Programme, and the Parties shall cooperate in good faith to resolve the cause of any such complaint.
3.6 The Affiliate warrants:
(a) it will operate the Service and conduct all activities under this Agreement in accordance with all applicable Laws from time to time in force, including Advertising Standards and Data Protection Laws;
(b) it will obtain, and at all times maintain and comply with, all necessary licences and consents required to operate the Service and as otherwise required in connection with this Agreement;
(c) it will conduct all activities under this Agreement with reasonable care and skill and in accordance with generally recognised commercial practices and standards, and cooperate with, and comply with the reasonable instructions of LNF Limited;
(d) it will not make any false, misleading, or disparaging representations or statements regarding LNF Limited;
(e) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Service and that no part of the Service infringes the rights of any third party; and
(f) that it will retain ultimate control of the operation of the Service during the Term.
4.0 REFERRALS, COMMISSION AND MARKETING SERVICES
4.1 Affiliate will receive Commission for Referrals that result in Approved Transactions. The amount of Commission accrued by the Affiliate for Approved Transactions shall be as displayed on the Platform.
4.2 LNF Limited shall determine whether Transactions are Approved Transactions at its discretion and in accordance with the Commission Rules.
4.3 The Tracking Functionality shall be the sole basis for tracking Referrals and Transactions by the Parties. Affiliate acknowledges that if a User has not consented to the use of tracking technologies in accordance with Data Protection Laws, the Referral and Transaction may not to be tracked by the Tracking Functionality.
4.4 Affiliate shall implement and maintain the Links in the Service in accordance with Platform Provider’s instructions and this Agreement and shall be responsible for the proper functioning of the Links in the Service throughout the Term. Affiliate’s delay in or failure to implement, operate and maintain Links correctly may cause Referrals not to be identified, and no Commission shall be payable to Affiliate in respect of such unidentifiable Referrals.
4.5 The percentage of Commission payable to an Affiliate may be varied by LNF Limited from time to time at its discretion. If LNF Limited seeks to reduce the Commission by more than 20%, it shall provide the Affiliate with 7 days advanced notice, including by publication on the Platform in accordance with Clause 16.
4.6 From time to time, LNF Limited may request ad-hoc Marketing Services from the Affiliate for a specific period as part of the Programme. If the Affiliate accepts the request, the Parties shall agree the scope of the Marketing Services and any Marketing Bonus payable for the Marketing Services in writing. Payment of any Marketing Bonus shall be processed via the Platform and the provision of the Marketing Services shall be governed by the terms of this Agreement.
5.1 Invoices shall be raised in respect the following in accordance with the Platform Provider Terms:
(a) any Commission due to the Affiliate in respect of Approved Transactions; and
(b) any Marketing Bonus agreed between LNF Limited and the Affiliate in accordance with Clause 4.6,
and Platform Provider shall pay such invoices to the Affiliate in accordance with this Agreement. Affiliate acknowledges that such payment by the Platform Provider shall discharge any payment obligations that arise under Clause 4.1 and Clause 4.6 of this Agreement.
5.2 Affiliate acknowledges and agrees that no further payments are due to it under this Agreement other than as expressly set out in Clause 5.1.
5.3 The Affiliate shall immediately repay any Commission or Marketing Bonus paid by the Platform Provider to the Affiliate in error, or other than in accordance with the Affiliate’s rights under this Agreement (including any payments resulting from Unethical Activities) and if such repayment is not forthcoming, Platform Provider may set off or deduct such amount from any future Commission or Marketing Bonus payments due to the Affiliate in connection with this Agreement.
5.4 Any underpaid Commission or Marketing Bonus amounts should be notified to the Platform Provider immediately. The Affiliate waives its right to recover unpaid Commission or Marketing Bonus amounts if the Affiliate has not drawn down on these funds or provided sufficient information to the Platform Provider for the transfer of funds, and the Platform Provider has been unable to obtain such details from the Affiliate in accordance with the Platform Provider Terms.
6.0 CONFIDENTIAL INFORMATION & COMPANY PROPERTY
6.1 Each party (the party receiving information, the “receiving party”) shall not use or disclose to any person either during or at any time after the Term any confidential information about the business or affairs of the other party (the party disclosing information, the “disclosing party”) or any group company of the disclosing party or any of its or their business contacts, or about any other confidential matters which may come to the receiving party’s knowledge in the course of its activities under this Agreement. For the purposes of this Clause 7, “confidential information” means any information or matter which is not in the public domain and which relates to the business or affairs of the disclosing party or any group company of the disclosing party or any of its or their business contacts.
6.2 The restriction in Clause 6.1 does not apply to:
(a) any use or disclosure authorised by the disclosing party or as required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the receiving party’s unauthorised disclosure.
6.3 All LNF Limited Materials and other documents, manuals, hardware and software provided by LNF Limited for use by the Affiliate, and any data or documents (including copies) produced, maintained or stored on LNF Limited’s computer systems or other electronic equipment, remain the property of LNF Limited.
6.4 Any breach of this Clause 6 shall be deemed a material breach of this Agreement.
7.0 DATA PROTECTION & ANTI-BRIBERY
7.1 The parties acknowledge that the Affiliate will be acting as a data controller in respect of any User Personal Data that it processes in connection with its activities under this Agreement.
7.2 Affiliate will comply with all Data Protection Laws applicable to it as a controller in respect of any Personal Data that it processes in connection with this Agreement. In particular (but without limitation) Affiliate will:
(a) ensure it has a lawful basis for the processing of User Personal Data and take appropriate measures to provide Users with information about how their Personal Data is being processed;
(b) fulfill its obligations relating to the rights of data subjects, including responding to any requests to exercise data subject rights and putting in place an effective mechanism to allow Users to “opt-out” from having their Personal Data used for direct marketing purposes;
(c) provide reasonable co-operation to LNF Limited in the event of any data subject request or complaint being received directly by LNF Limited in respect of processing of User Personal Data in connection with this Agreement;
(d) implement and maintain, at its cost and expense, appropriate technical and organisational measures in relation to its processing of User Personal Data to ensure that the level of security is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to User Personal Data transmitted, stored or otherwise processed (“Security Incident”); and
(e) notify LNF Limited without undue delay upon becoming aware of any Security Incident affecting User Personal Data and provide LNF Limited with sufficient information and cooperation to enable LNF Limited to meet its obligations in accordance with Data Protection Law.
7.3 The Affiliate agrees that it will not share any Personal Data with LNF Limited unless it has first entered into a separate data sharing agreement with the other party.
7.4 If the Affiliate sends any electronic communications that incorporate any Links or LNF Limited Materials to any User, Affiliate will:
(a) do so only in accordance with the Affiliate Guidelines and Data Protection Laws, including those relating to direct marketing;
(b) not send communications unless the User has consented to receive such communications, as required under Data Protection Law;
(c) ensure that the subject matter of communications does not exceed the scope of consent granted;
(d) provide evidence of such consents where reasonably requested by LNF Limited;
(e) ensure User is able to unsubscribe from any communications;
(f) not send any communications to Users who have unsubscribed from communications, unless such Users have consented to the resumption of communications; and
(g) provide clear and accurate information, including contact information, concerning the party on whose behalf any communications are sent.
7.5 In order to facilitate the tracking of Referrals, Affiliate will ensure that Users are provided with clear and comprehensive information about, and consent to, the storing and accessing of cookies or other information on the User’s device in accordance with Data Protection Law where providing such information and obtaining such consent is required by Data Protection Law.
7.6 The Affiliate will:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the Term its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
(d) promptly report to LNF Limited any request or demand for any undue financial or other advantage of any kind received by the Affiliate in connection with the performance of this Agreement;
(e) if requested by LNF Limited, within 2 months of the date of this Agreement, and annually thereafter, certify to LNF Limited in writing signed by an officer of Affiliate, its compliance with this Clause 7.6 and all persons associated with it. The Affiliate shall provide such supporting evidence of compliance as LNF Limited may reasonably request.
7.7 The Affiliate shall ensure that any person associated with it who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Affiliate in Clause 7.5 (“Relevant Terms”). The Affiliate shall be responsible for the management of such persons and the observance and performance by such persons of the Relevant Terms, and shall be directly liable to LNF Limited for any breach by such persons of any of the Relevant Terms.
7.8 Any breach of this Clause 7 by the Affiliate shall be deemed a material breach of this Agreement.
8. INTELLECTUAL PROPERTY
8.1 Subject to Affiliate’s ongoing compliance with this Agreement, including the Brand Guidelines, and the continued approval of the Affiliate by LNF Limited for participation in the Programme, LNF Limited may supply the Affiliate with LNF Limited Materials.
8.2 LNF Limited grants to the Affiliate a limited, revocable royalty-free, non-assignable license in the LNF Limited Materials solely for the Affiliate to market LNF Limited and its products as part of the Programme on the Service in the Territory or as otherwise required to provide any Marketing Services.
8.3 If required by LNF Limited, the Affiliate shall submit for prior approval any proposed use of LNF Limited Materials that the Affiliate may wish to make. LNF Limited shall review the proposed use within a reasonable time and shall not unreasonably refuse or delay approval.
8.4 The Affiliate shall immediately remove any LNF Limited Materials from its Services or modify such materials upon the request of either LNF Limited.
8.5 All Intellectual Property Rights in the LNF Limited Materials shall remain the property of LNF Limited.
9.0 LIABILTY AND INSURANCE
9.1 The Affiliate shall have liability for and shall indemnify LNF Limited for any loss, liability, costs (including reasonable legal costs), damages or expenses arising:
(a) directly from any breach by the Affiliate of the terms of this Agreement, including any negligent or reckless act, omission or default by the Affiliate; or
(b) from any alleged or actual infringement, under any applicable Laws, of any third party’s intellectual property rights or other rights arising out of or in connection with this Agreement.
9.2 The Affiliate shall maintain in force during the period of this Agreement adequate insurance cover with reputable insurers acceptable to LNF Limited to cover such heads of liability as may arise under or in connection with this Agreement.
9.3 Neither party shall be liable in any circumstances to the other, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.4 Subject to Clause 9.6, the liability of LNF Limited under this Agreement shall at all times be limited to the amount of Commission paid to the Affiliate in the twelve (12) months immediately preceding the date on which the claim arose.
9.5 LNF Limited shall have no liability in respect of the operation or availability of the Platform.
9.6 Nothing in this Agreement shall limit or exclude the liability of either party for loss or damage due to or arising from death, personal injury or fraudulent misrepresentation.
10.0 TERM, TERMINATION & SUSPENSION
10.1 This Agreement shall come into force on the Effective Date and shall continue until terminated in accordance with this Clause 10.
10.2 LNF Limited may terminate this Agreement or suspend the Affiliate’s participation in the Programme at any time at its sole discretion. For the avoidance of doubt, Affiliate shall not be entitled to any Commission or other payments during any period of suspension.
10.3 Either party may terminate this Agreement on 30 days’ prior written notice to the other party for any reason.
10.4 Each of LNF Limited and the Affiliate may at any time terminate this Agreement, in each case without prejudice to its accrued rights, upon written notice to the other if:
(a) the other party is in material breach of any of its obligations under this Agreement;
(b) the other party becomes bankrupt or makes any arrangement or composition with creditors generally; or
(c) in the case of LNF Limited if the Affiliate undergoes a Change of Control or ceases to retain ultimate control of the Services (which shall be notified to LNF Limited in advance).
11.0 OBLIGATIONS ON TERMINATION
11.1 The Affiliate shall immediately remove any LNF Limited Materials and Links from the Services and the Affiliate undertakes that any LNF Limited property in the Affiliate’s possession and any original or copy documents obtained by the Affiliate in connection with this Agreement shall be returned to LNF Limited at any time on request and in any event promptly at the end of the Term or upon termination of this Agreement.
11.2 The Affiliate also undertakes to irretrievably delete promptly upon the request of LNF Limited any confidential information which is in the Affiliate’s possession or control at any time on request and in any event promptly at the end of the Term or upon termination of this Agreement.
11.3 Termination of this Agreement will not affect any existing rights or remedies of the Parties and the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
12.0 ASSIGNMENT & SUBCONTRACTING
12.1 Subject to Clause 12.2, neither party has the right to assign or sub-contract all or any of its rights or obligations under this Agreement without the prior written consent of the other. Where the Affiliate is permitted to sub-contract or assign, it will be responsible for the management of the sub-contractor or assignee and the observance and performance by such persons of the terms of this Agreement and shall be directly liable to LNF Limited for any breach by such persons of any of the terms of this Agreement.
12.2 LNF Limited may freely assign any of its rights or obligations under this Agreement, to any person to which it transfers all of or substantially all of that part of its business or assets to which this Agreement relates, or to any other third party, provided that any such assignee shall assume all assigned obligations of LNF Limited under the Agreement.
13.1 Unless otherwise specified, LNF Limited may change the terms of this Agreement on 14 days’ advanced notice to the Affiliate in accordance with Clause 16.
13.2 Affiliate’s continued participation in the Programme following any such change shall constitute Affiliate’s acceptance to be bound by the updated Agreement.
13.3 If the Affiliate does not agree to proposed updates to the Agreement, Affiliate shall notify LNF Limited and cease further participation in the Programme.
14.0 THIRD-PARTY RIGHTS
14.1 Save for an appointed party by LNF Limited, no party who is not a party to this Agreement shall be entitled to enforce any term of this Agreement.
14.2 An appointed party shall have the same rights under this Agreement as if it were itself named as a party to the Agreement in place of LNF Limited.
15.0 ENTIRE AGREEMENT
15.1 This Agreement constitutes the entire agreement and supersedes all prior understandings or agreements (oral or written) among the parties regarding their subject matter.
16.1 All notices under this Agreement will be in writing, in English and will be deemed to have been duly given when received, if personally delivered; at the time of display, if displayed on the Platform by LNF Limited; immediately after being sent, if sent by e-mail (provided no error message is received); the day after posting, if sent for next day delivery by recognized overnight delivery service; or at 9:00am on the second day after posting, if sent by certified or registered mail.
16.2 Notices issued by LNF Limited to the Affiliate shall be addressed to the Affiliate Representative and shall be sent by email or by post to the Affiliate’s address as specified on the Platform, unless displayed on the Platform. Notices issued by the Affiliate to LNF Limited shall be addressed to the Senior Affiliates Manager and shall be sent by email on email@example.com or to the registered address of LNF Limited. Either Party may update these details upon written notice to the other Party.
17.0 NO PARTNERSHIP OR AGENCY
17.1 Nothing in this Agreement is intended to, or will operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.0 GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it shall be governed by and construed in accordance with English law.
18.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of this Agreement.
Schedule 1 – Affiliate Guidelines
1. Each Affiliate undertakes that it shall not engage in any fraudulent, unethical or unlawful activity, any activity which is not transparent to, nor in the best interests of LNF Limited and/or Users, or any activity that intentionally or unintentionally misuses or circumvents this Agreement, the Programme and/or the payment terms herein (“Unethical Activities”). Examples of Unethical Activities include, but are not limited to:
(a) use of inappropriate software (whether third party or otherwise) in order to create financial gain for the Affiliate;
(b) bidding on legally-protected key terms within paid search, or any other third party advertising system based on keywords, without LNF Limited’s prior approval;
(c) implementing Links that are placed in such a way that is misleading to Users or where there is an incentive to click on them without a User’s full knowledge of the consequences of their actions. For example, activating a cookie which may later mean a conversion of sale to the owner of the Affiliate link (‘forced clicks’), or otherwise causing or enabling links to LNF Limited which are not made in good faith;
(d) promotion by unsolicited email;
(e) mimicking the action of a Link click which results in a cookie being stored on a User’s machine which could later lead to the conversion of a sale to said Affiliate; or
(f) promoting, distributing or otherwise publishing any content on the Service, which is libellous, defamatory, obscene, pornographic, abusive, fraudulent or violates any Law.
2. The provisions of this paragraph apply to Affiliates whose Service comprises an email list. Affiliates must:
(a) create, supply and operate such lists in accordance with Data Protection Laws and other applicable Laws;
(b) obtain LNF Limited’s approval before sending email promotions on behalf of LNF Limited to Users;
c) upon LNF Limited’s request, promptly supply examples of email promotions which Affiliate proposes to use; and
d) upon LNF Limited’s request, promptly provide full disclosure as to the origin and source of its list or database of email addresses, including supplying satisfactory evidence that these have been properly purchased or licensed; details of the party from whom they have been purchased or licensed; and details which demonstrate that they have been created, supplied and operated in accordance with Data Protection Laws and other applicable Laws.
3. From time to time, LNF Limited may request information from Affiliate to evidence how and where Affiliate is promoting LNF Limited and Affiliate shall supply such information promptly to LNF Limited.
Schedule 2 Programme Rules
1. Restrictions for Browser Extensions
1.1 LNF Limited does not permit browser extensions to join its Programmes.
2. Restrictions for Paid Search Listings
2.1 The following activities are currently not allowed on the Programme:
(a) bidding or misspelling of Brand Related Terms;
(b) bidding on variations of the Brand Related Terms;
(c) direct linking; and
(d) broad matching on Brand Related Terms.
3. Brand Related Terms
3.1 The brand related terms include but are not limited to the following:
- LNF Limited
and any different combinations and capitalisations (together, the “Brand Related Terms”).
4. Voucher codes
4.1 If an Affiliate posts any voucher codes as part of the Programme, it shall do so in accordance with this paragraph 4 and will ensure it communicates all significant conditions or information relating to that promotion in accordance with Advertising Standards.
4.2 Affiliates should only post voucher codes given to them directly by LNF Limited or codes listed as generic codes on the Platform. LNF Limited will give prior authorisation on which voucher codes an Affiliate can promote.
4.3 Transaction approvals are subject to voucher code use in accordance with this Agreement. Any Transaction involving use of an unauthorised voucher code may be declined at validation by LNF Limited and will not be an Approved Transaction. For example, if the Affiliate uses voucher codes or gift vouchers that are not listed on the Platform or given to the Affiliate by LNF Limited, the Transaction may be declined and Commission will not be paid as this is not an Approved Transaction.
4.4 Voucher codes for LNF Limited purchases which are promoted by other partners, offline, or through any other means are for the exclusive promotional use of that partner.
5. Comparison Shopping Service (CSS) Affiliates
5.1 LNF Limited does not allow CSS Affiliates to promote LNF Limited via Google Shopping Ads (CSS).
Schedule 3 – Commission Rules
1. Pay-per-click (PPC)
1.1 Affiliates who promote via PPC will not be entitled to Commission unless authorised by LNF Limited (“PPC Authorised Affiliate”).
1.2 PPC Authorised Affiliates may earn Commission on sales generated by Brand Related Terms. LNF Limited will notify the Affiliate in writing if they are a PPC Authorised Affiliate.
2.1 The amount of Commission payable to the Affiliate will be determined as either:
a) a fixed amount per Referral, irrespective of the Approved Transaction value (cost per click or CPC), as set out on the Platform; or
b) a percentage of the Approved Transaction value (cost per action or CPA), as set out on the Platform.
2.2 For the purposes of calculating Commission based on the Approved Transaction value, the Approved Transaction value shall exclude:
i) VAT / sales tax
ii) delivery charges
iii) credit card fees
iv) gift wrapping or other service charges
2.3 Transactions will be approved and attributed to the Affiliate for the purposes of Commission in accordance with these Commission Rules and any parameters set out in the Programme Description.
2.4 Subject to paragraph 2.5, Transactions will only be approved and attributed to the Affiliate for the purposes of Commission where the Tracking Functionality records that the Affiliate was responsible for the most recent Referral of the User to LNF Limited prior to that Transaction, unless expressly agreed otherwise between the parties or otherwise specified by LNF Limited, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
2.5 LNF Limited may decline Transactions at its discretion, including for the following reasons:
(a) the order is cancelled
(b) the item is returned
(c) customer failed credit checks
(d) any breach of these terms and conditions
(e) duplicate orders
3.1 LNF Limited de-duplicates sales against other online advertising channels. De-duplicated channels include:
(a) PPC Generic
(b) Email Advertising
(c) Display Advertising (only on display click (not display view)
(d) Direct partnerships
(e) Price Comparison