Affiliate Terms & Conditions and Privacy Policy

AFFILIATE TERMS & CONDITIONS

These terms reflect the agreement between

• Vivo Lifestyle Services Ltd, a company incorporated in England and Wales with company number 10729223 whose registered office is at 20-22 Wenlock Road, London N1 7GU (“Company”); and
• The Affiliate (“Affiliate”).

1. Definitions

In this Agreement:

• “Agreement” means this Affiliate Marketing Framework Agreement, including all Schedules.
• “Affiliate Link” means the unique referral link or code provided to the Affiliate for tracking referred customers.
• “Commission” means the amounts payable to the Affiliate as set out in each Schedule.
• “Customer” means a client or customer who purchases the Services directly as a result of a valid referral made by the Affiliate.
• “Services” means the Company’s services as detailed in each Schedule.
• “Term” means the duration of this Agreement as specified in Clause 9.
• “Valid Referral” means a new Customer properly tracked via the Affiliate Link and accepted by the Company.

2. Appointment

2.1 The Company appoints the Affiliate as a non-exclusive affiliate to promote and refer Customers for the Services described in the Schedules.

2.2 This Agreement creates no agency, partnership, joint venture or employment relationship.

3. Affiliate Obligations

The Affiliate shall:

• Act professionally, ethically, and in compliance with applicable laws including UK GDPR, the CAP Code, ASA rules and consumer protection laws.
• Use only approved marketing materials provided by the Company.
• Not make misleading claims about the Services.
• Not bid on trademark keywords or domains without prior written consent.
• Disclose the affiliate relationship to Customers where required.
• Comply with financial promotion rules where applicable.

The Affiliate shall not:

During the Term of this Agreement or in connection with any activity undertaken pursuant to this Agreement, engage in any business, practice, or conduct that:

• • involves fraud, deception, misrepresentation, or unfair or misleading advertising;
  • promotes or facilitates gambling, pornography, sexually explicit content, adult services, illegal drugs or substances, or any activity that is illegal under applicable UK law or the laws of the jurisdiction in which the Affiliate operates;
  • involves or promotes violence, hate speech, discrimination, harassment, or the infringement of human rights;
  • infringes any intellectual property rights, privacy rights, or data protection rights of third parties;
  • facilitates or participates in the unauthorised distribution or resale of the Company’s Services or intellectual property;
  • involves unethical marketing practices including spam, unsolicited communications, or high-pressure sales tactics;
  • causes or may reasonably be expected to cause reputational harm to the Company or its brand.

The Company reserves the right, at its sole discretion, to terminate this Agreement immediately if the Affiliate is in breach of any of the provisions of this clause.

4. Company Obligations

The Company shall:

• Provide Affiliate Links, tracking tools, and approved marketing materials.
• Provide reporting access to track referrals.
• Pay Commissions in accordance with the applicable Schedule.
• Notify the Affiliate of material changes to the Services or terms.

5. Commission & Payment

• Commissions are paid as specified in each Schedule.
• Commission may be withheld for invalid or fraudulent referrals, or if payment from a Customer is not received.
• Commission is not due where a Customer was already known to the Company.

6. Intellectual Property

• The Company retains ownership of all intellectual property.
• A limited licence is granted for the Affiliate to use approved marketing assets.
• The Affiliate may not modify Company materials.

7. Confidentiality & Data Protection

• Each party must keep the other’s confidential information secure.
• Both parties must comply with Data Protection Laws (UK GDPR, DPA 2018).
• The Affiliate will not collect or process Customer personal data unless otherwise agreed.

8. Liability & Indemnity

• The Affiliate will indemnify the Company for losses arising from any breach of this Agreement or applicable laws.
• The Company’s total liability is limited to Commissions paid in the preceding 12 months.

9. Term & Termination

• This Agreement continues unless terminated by either party with 30 days’ written notice.
• Immediate termination applies for material breach or insolvency.
• Upon termination, all licences end and final Commissions are paid in accordance with clause 5.
• Notwithstanding termination of this Agreement for any reason, the Company shall retain full ownership and control of any Customers referred by the Affiliate in respect of the Services.
• The Company reserves the right to continue providing Services to such Customers, including but not limited to renewing subscriptions, offering upgrades, cross-selling additional services, or otherwise maintaining the commercial relationship, without any ongoing obligation to pay further Commission to the Affiliate beyond what is expressly due and payable as at the termination date.
• For the avoidance of doubt, the Affiliate shall not be entitled to any Commission or other payment in respect of any renewal, extension, upsell or additional purchase made by any Customer after termination of this Agreement, unless otherwise expressly agreed in writing.

10. General

• • Governing law: England and Wales.
  • Disputes subject to exclusive jurisdiction of English courts.
  • Assignment only with prior consent.
  • Changes must be in writing and signed.