Terms and Conditions
This Partner Services Agreement (the “Agreement”) represents a legally binding document between you the “Partner” and
Hubpeople Limited, a company incorporated and registered in the Isle of Man (Company No. 114690C) whose registered office address is at Third Floor, Rose House, 51-59 Circular Road, Douglas, Isle of Man, IM1 1AZ (“Hubpeople”);
1. Acceptance and Obligations
1.1 By registering and submitting your application to become a Partner you accept and agree to be bound by the terms of this Agreement.
1.2. By providing confirmation either via email or in writing of your acceptance as a Partner, Hubpeople agrees to be bound by the Terms of this Agreement.
1.3. Once accepted as a Partner onto the Hubpeople dating platform (the “Platform”), Hubpeople will send the Partner information about their Partner Account and advise on the site creation of the initial Partner landing pages.
1.4. During the term of this Agreement, Hubpeople shall;
1.4.1. host and provide back-up administration and customer support services for the Partner’s website backend hosted on the Platform.
1.4.2. pay the Partner a referral fee on net receipts of payments made to Hubpeople by members in accordance with section 3.3 of this Agreement.
1.5. During the term of this Agreement, the Partner shall
1.5.1.host the Partner landing pages.
1.5.2. use reasonable efforts to provide confidential feedback on site content and Platform operation for the purpose of improving the revenue effectiveness of the Partner sites operated on the Platform and the overall commercial effectiveness of the partnership.
1.5.3. actively promote the Partner website/s to drive traffic to the Platform.
2. Website Creation and Development Charges
2.1. The Partner is responsible for choosing their dating site name, acquiring the relevant website URL and designing their own branded dating site landing page. Hubpeople will give reasonable advice and assistance to the Partner in this process.
2.2. The Partner can request to have their landing page designed by Hubpeople, who will consider each request on merit. For Partners selected, any initial designs proposed will be strictly limited to two rounds of revisions only for which there will be no charge to the Partner. Should the Partner subsequently require additional revisions then the Partner will become responsible for any additional development charges incurred which in all cases will carry a minimum fee of £1,000.00 plus VAT. These will be discussed and agreed with the Partner in advance of any development work taking place.
2.3. The Partner hereby agrees to pay all additional development costs within 5 calendar days after issue of an invoice by Hubpeople following the completion of such additional development services, or when a website landing page designed by Hubpeople at no cost to the Partner is not subsequently set live after the development costs have been incurred by Hubpeople.
2.4. For any Partner requested landing pages designed free of charge by Hubpeople that are subsequently not put live by the Partner, Hubpeople reserves the right to charge the Partner for the development costs of such pages which in all cases will carry a minimum fee of £1,000.00 plus VAT.
3. Partner Payments and Referral Fees
3.1. Hubpeople together with its payment service partners are responsible for processing member payments, renewals, re-bills, cancellations and refunds. Hubpeople reserves the right to reject any payment that does not comply with its operating policies and rules and/or the operating policies and rules of Hubpeople’s payment services providers.
3.2. Hubpeople will pay the Partner the agreed referral fee revenue share on net payments received from members who originated via correctly tagged site traffic sent from the Partner domains / websites pointing to the Platform for the duration of the Agreement based upon the agreed payment terms therein.
3.3. The standard referral fee commission rate payable to the Partner is a tiered percentage of Net Revenues, dependent on sales volumes. Details of the percentage revenue share rates and volume requirements at each tier are available from the Hubpeople.com website. Any amendments to the standard referral fee commission rate must be agreed in writing between the Partner and Hubpeople.
3.4. Net payments means gross sales receipts less VAT or any other value-added sales taxes or similar duties, credit card and other merchant charges, any currency conversion costs to the Partners chosen currency, chargebacks and fines, refunds, fraud or any reimbursements for costs of collection. For the net payments amount to be payable, the actual revenue has to have been received by Hubpeople and until this revenue has been received there is no obligation by Hubpeople to pay the Partner.
3.5. Hubpeople will issue the Partner on the 18th of each month a self-billing invoice (which the Partner has agreed to in the Self Billing Agreement). Payments are then made 45 days in arrears due to payment system providers security procedures. Payment will be made each month on 18th of the month for the preceding payment period. For example, you would receive payment on 18th of March for member payments for the month of January.
3.6. Partner payments will be made by bank transfer and the Partner can choose the currency they want to be paid in (EUR, USD or GBP) through the Partner Administration Interface. The Partner is responsible for ensuring the correct bank account details are submitted and kept up to date in their Partner account section within the Partner Administration Interface (as defined in Clause 4.1). Hubpeople is not responsible for any payment collection issues due to incomplete or inaccurate payment details being submitted by the Partner. In the event that Hubpeople cannot make a payment, if after two months since the first payment attempt was made the Partner fails to update the correct payment details they will forfeit their rights to this payment.
3.7. For VAT registered Partners: All Partner commissions are payable inclusive of VAT. VAT is calculated and shown on the Self Billing Invoice which is paid (including VAT) to the Partner by Hubpeople. The Partner, not Hubpeople, is solely responsible for paying the VAT to the appropriate tax authority at the rate and manner deemed by law.
3.8. For a Partner payment to be issued, a minimum earning threshold amount must be generated during that month. This is currently set at 100 GBP. If the minimum earning threshold is not met during a particular month, then the balance will carry over to the next monthly payment period for a maximum six months until the minimum earning threshold is reached and the payout triggered.
3.9. The Partner is responsible for promoting and driving traffic to their website(s) during the term as part of this Agreement. Should no new initial sales or payments occur on a Partner’s website(s) for a combined period of three months, then the account will be declared dormant and the Partner shall forfeit any revenue share payments due.
3.10. Hubpeople shall not be liable for any referral fees due to the Partner with respect to introductions of other Customer/Partners to the Hubpeople unless expressly agreed in writing and duly signed by the Partner and Hubpeople specifying the amount or applicable revenue reward offered and the applicable time frame of such a reward.
4. Partner Website Policies
4.1. Hubpeople will provide a Partner Administration Interface to allow the Partner to set up, control, manage, report and administer their websites hosted on the Platform. Partners are able to access this secure area by logging in with the designated administrator username and password. Guidelines for administration are provided within the system. If these guidelines are not followed, Hubpeople reserves the right to remove administrative rights and/or to terminate the site(s).
4.2. The Partner website(s) shall display a “Powered by Hubpeople” link in the footer of the homepage.
4.3. The subscription prices charged to members to gain access to the Services will be determined at the sole discretion of Hubpeople in accordance with its then current pricing policies, with a view to optimising conversions, retention and revenue yield for the Partner. At no time shall the Partner offer, promote, market or advertise any discount, offer or similar concerning the subscription prices charged to fully access the service, unless these have been previously agreed in writing (including email) with Hubpeople.
4.4. As a Partner you may become a member and use the service in a personal capacity. As a Partner you do not gain or have access to any membership privileges beyond those which any site member has, be they a free or a paid member. Your profile and site membership will be subject to the same general Terms and Conditions as any other registered member and you hereby agree to adhere to those same Terms.
4.5. The Partner acknowledges and agrees that all contracts and commercial terms with all Partners are strictly private and confidential. The Partner agrees not to discuss or compare their commercial terms with any other party. Likewise, Hubpeople will not comment on, discuss or disclose any specific details or agreements with other Partner(s).
4.6. The Partner agrees to receive promotional information from Hubpeople regarding the Partner Services Program. If the Partner no longer wishes to receive promotional emails they can contact the customer services team who will unsubscribe them.
4.7. Members referred via the Partner’s website will receive regular email communication from Hubpeople as part of the operation of the Platform. These emails include but are not limited to, provision of login details upon registration, service related emails, member newsletters, promotional emails and offers in order to optimise conversion, retention and member engagement. Members can individually opt out of these emails at any time. The Partner agrees that Hubpeople has the right to use the Partner’s domain names and branding delegated to Hubpeople when sending emails to any members.
4.8. Hubpeople shall be responsible for undertaking and providing customer support services and moderation for all members who register via the Partner website on to the Hubpeople dating network. Hubpeople at its sole discretion reserves the right to remove, suspend or delete any member whom it believes to be detrimental to the effectiveness and performance of the Platform. This includes but is not limited to, members posting false or misleading information, inappropriate or illegal content, members who are abusive or threatening to other site members, scammers, spammers, members attempting to use the site for commercial gain, members trying to contact other members without paying for a subscription and members seeking to lure other members to other websites.
4.9. The Partner agrees that Hubpeople shall have the right when its customer support staff are communicating with members to identify itself as a representative of the Partner.
5. Partner Website Branding, Marketing, Liability and Fair Practice
5.1. The Partner shall be solely responsible for choosing and protecting any brand name and URL applied to their websites and has sole connected liability therein.
5.2. The Partner’s domain name, website name and content must not be considered offensive, demeaning or inflammatory. Any Partner sites found to be in breach may be deleted without notice.
5.3. The Partner warrants that the branding and materials used by it on their websites are either in the public domain, owned by, or properly licensed to the Partner and their use by the Partner (or Hubpeople on the Platform) does not infringe the proprietary rights or trademarks of any third party. The Partner agrees to provide proof of licensing or permission to use such branding and materials to Hubpeople upon request.
5.4. The Partner hereby acknowledges and agrees that they shall not utilise any brand or trade name, mark, sign, logo or URL that is identical or confusingly similar to that being used by another Partner to market or promote their website on the Hubpeople Platform.
5.5. The Partner acknowledges and agrees that should any third party infringement complaint be received, Hubpeople reserves the right to suspend, remove or amend the offending Partners website from the Platform until such time as the dispute has been resolved between the Partner and the complainant.
5.6. The Partner hereby agrees to fully indemnify and hold harmless Hubpeople against all costs, damages, losses and expenses (including without limitation legal fees) incurred as a result of the inclusion of any Partner branding or materials on the Partner website in breach or alleged breach of any third parties proprietary rights.
5.7. Partners, their employees, associates, families and other connected parties, shall not seek to request, poach, bribe, entice, or in any other way encourage existing members of the Hubpeople Platform to move or associate their membership to a referring site of a different Partner, dating site or dating network. Any Partner found to be using such unfair practices will be in breach of this policy will have their contract terminated immediately without notice and shall forfeit any right to any unpaid or future payments.
6. Unsolicited Email Policy
6.1. The sending or use of unsolicited email (spam) to promote links or traffic to a Partner’s website is strictly prohibited. Any Partner found to be in breach of this policy will have their contract terminated immediately without notice and shall forfeit any right to any unpaid or future payments.
6.2. For the purpose of this agreement, unsolicited email (spam) is defined as any commercial email sent to third parties where the Partner has no existing relationship with them, nor any user permissions to send email for the purpose of generating or promoting their website, business, service or similar for commercial gain. This especially applies, but is not limited to, bulk email or posting in online forums or similar, where commercial posts are prohibited.
6.3. The Partner agrees to fully indemnify and hold harmless Hubpeople against any claim or demand that may be made by any third party, governmental or similar authority caused by the Partner’s breach of this clause.
7. Member Personal Information and Data Protection
7.1. All member profiles and the personal information and data relating to any member who registers via the Partner’s website onto the Platform shall be provided directly to and owned by Hubpeople. Partners are entitled to a revenue share commission payment in respect of sales made from members sent via the Partner’s referring site.
7.2. To protect member privacy, no personally identifiable information (including identity) shall be provided to the Partner and the Partner is not permitted to make any copy of member information for any purposes at any time. However, Partners can access a comprehensive range of reports using anonymised member data in the Partner Administration Interface, enabling them to evaluate and optimise the performance of their website and campaigns.
7.3. Hubpeople and its data processing partners shall use all reasonable endeavours to comply with their obligations and responsibilities under the Isle of Man Data Protection Act 2002.
8. Partner Confidentiality and Information
8.1. The Partner agrees that Hubpeople shall acquire and utilise personal or corporate information from the Partner, in keeping with the terms of this Agreement for as long as may be required for legitimate purposes.
8.2. The Partner will be granted access to their own dedicated section within the Partner Administration Interface to set up and edit their Partner account information. It is the Partner’s sole responsibility to maintain the accuracy of this information and to protect the confidentiality of their account access details to prevent any unauthorised use.
8.3. For the duration of this Agreement and after its expiry or termination, each party agrees it shall keep confidential and secret all technical, operational, financial, commercial and promotional information, be it documented or oral.
8.4. Both parties agree not to disclose any confidential information to any third party, or use any confidential information disclosed to it by the other party for their own business purposes or for any other purpose except as expressly permitted under the terms of this Agreement.
8.5. The confidentiality assurances of this Agreement shall not apply to any information that is generally known or available in the public domain, or is required to be disclosed by law or legal process inside or outside of the European Economic Area.
9. Modifications to this Agreement
9.1. Hubpeople reserves the right to modify any of the terms and conditions in this Agreement at any time and at its sole discretion. Modifications will be made in good faith and notice of any modifications will be posted to the ‘Site News’ section within the Partner Administration Interface or via email. Unless where modifications are required by law or regulation, if the Partner does not agree with the modification the Partner may terminate this Agreement by giving no less than 30 days written notice to Hubpeople. Upon receipt Hubpeople has 30 days to decide whether to accept the notice (and the Agreement will Terminate) or to withdraw the modification (and the Agreement shall continue). The Partner’s continued use of the Platform shall signify their acceptance of these modifications to this Agreement.
10. Term and Termination
10.1. The Terms of this Agreement shall commence when the Partners application is accepted by Hubpeople and the Partner notified either via email or in writing of their acceptance onto the Hubpeople Partner Service Program.
10.2. This Agreement shall then continue for an initial period of 12 months (the “Initial Term”), unless terminated earlier as permitted under this agreement. If not terminated then the Agreement will be automatically renewed on a rolling 12 month basis.
10.3. Either party may terminate the Agreement by giving not less than 3 months notice in writing to the other party, such notice to take effect no earlier than the end of the Initial Term.
10.4. Hubpeople has the right to terminate this Agreement immediately and at any time by giving written notice (including email) to the Partner in any of the following circumstances;
10.4.1. If the Partner commits a material or persistent breach of any of the terms of this Agreement;
10.4.2. If the Partner is unable to pay their debts or is declared bankrupt or insolvent;
10.4.3. If the Partner is convicted or a criminal offence or act that in Hubpeople’s reasonable opinion is likely to affect the goodwill and reputation of Hubpeople.
10.5. If this agreement is terminated by Hubpeople under clause 10.4, then the Partner shall forfeit any right to any unpaid or future payments.
10.6. If this agreement is terminated by either Hubpeople or the Partner ‘without cause’ subject to clause 10.2, Hubpeople shall continue to pay the Partner all payments and commissions due on the then current paying members for a further 6 months from the final termination date.
10.7. Notwithstanding the provisions of clause 10.6, if the Partner decides to terminate the Agreement and redirect their domain name away from the Hubpeople Platform, then Hubpeople reserves the right to withhold all outstanding payments for up to 6 months. This is to cover any chargebacks or refunds that Hubpeople may receive due to the interruption of the service to paying members as a result of the domain/website being redirected elsewhere. Should resulting chargebacks amount to more than the amount Hubpeople is holding in withheld payments, then Hubpeople reserves the right to seek reimbursement for the difference, plus costs of recovery, from the Partner.
11. Continuation of Service
11.1. Upon termination or expiry of this Agreement, all access to the Platform via the Partner’s website will be terminated.
11.2. To adhere to its legal obligation to provide the service to members, Hubpeople reserves the right to migrate members from websites where the domain name is no longer pointing to the Platform over to another website on the Platform and to inform members of this change.
12. Limitation of Liability
12.1. Hubpeople will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Partner Services Program shall in no circumstances exceed the total referral fees paid or payable to you under this Agreement during the 12 month period preceding the date of incurring such damage or loss.
13. Warrantees and Indemnities
13.1. Hubpeople makes no warranties, assurances or guarantees as to the level of revenue or profits which the Partner may receive as a result of promoting their website on the Platform.
13.2. Whilst Hubpeople will use all reasonable endeavours to provide to the Partner the Platform and associated services in a professional manner, Hubpeople makes no no warranties, assurances or guarantees that the operation of the referring site to the Platform will be uninterrupted or error-free, and Hubpeople accepts no responsibility to the Partner for any loss of revenue as a result of its failure to provide the Platform or associated services properly or at all.
13.3. The Partner shall defend, indemnify and hold harmless Hubpeople, its Partners, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, costs and expenses, including, but not limited to, reasonable attorneys fees, arising from:
13.3.1. the Partner’s breach of any warranty or representation contained in this Agreement
13.3.2 gross negligence or willful misconduct of the Partner
13.3.3. the Partner’s violation of any applicable law or regulation
13.3.4. the Partner’s infringement of any intellectual property, trademark or copyright
14. General
14.1 The Partner and Hubpeople are independent contractors and nothing in this agreement is intended or implied that there is any form of joint venture, partnership, franchise, sales or employment relationship between the parties.
14.2. Any disputes or discrepancies arising over payments due or business practices will be dealt with within 28 days of an email notification being received by Hubpeople.
14.3. The Partner is solely responsible for any taxes due as a result of any partner payments and hereby agrees to pay in full such taxes owed to the relevant authorities in accordance with all applicable local and international law.
14.4. This Agreement is governed by and construed in accordance with the laws of the Isle of Man and no other laws. All disputes arising out of, or in connection with this Agreement, or breaches thereof, which cannot be settled between the parties, shall be exclusively settled by binding arbitration in the Isle of Man. The number of arbitrators will be one. The language used in the proceedings shall be English. Any award granted shall be final and there shall be no appeal. By signing this Agreement you hereby irrevocably consent to the resolution through arbitration and waive any objection you have now or in the future to its location and terms. You hereby agree to give up your right or authority to go to court to assert any dispute or claim.
14.5. This agreement represents the entire agreement between the parties and supersedes any previous understanding or agreement, whether written or oral.
14.6. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER SERVICE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Glossary of Terms
Backend – the underlying systems that provide and support the services and resources
Campaign – a coordinated series of steps that can include promotion of a product through different mediums (television, radio, print, online) using a variety of different types of advertisements.
Conversion – The conversion rate is the percentage of users who take a desired action. The archetypical example of conversion rate is the percentage of website visitors who take out a paid membership to the site.
Data protection – Data protection is the process of safeguarding important information from corruption and/or loss.
Domain Name – the part of a network address that identifies it as belonging to a particular domain.
Frontend – the interface used by an end user to utilise the product or service.
Landing Page – the section of a website accessed by clicking a hyperlink on another web page, typically the website’s home page.
Self-Billing – is a commercial arrangement between a supplier and a customer in which the customer prepares the supplier’s invoice and forwards a copy to the supplier with the payment.
Traffic – The amount of visitors and visits a Web site receives.
Unsolicited Email (spam) – any commercial email sent to third parties where the Partner has no existing relationship with them, nor any user permissions to send email for the purpose of generating or promoting their website, business, service or similar for commercial gain. This especially applies, but is not limited to, bulk email or posting in online forums or similar, where commercial posts are prohibited.
URL – Stands for “Uniform Resource Locator.” A URL is the address of a specific Web site or file on the Internet. It cannot have spaces or certain other characters and uses forward slashes to denote different directories.