TAXTIM AFFILIATE AGREEMENT TERMS AND CONDITIONS
"Effective Date" means the date of acceptance of these terms by the affiliate, indicated by completion and submission of the affiliate registration form, followed by the successful enrollment of the affiliate into the affiliate program by TaxTim.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in TaxTim's Affiliate program. The purpose of this Agreement is to allow HTML linking between your web site and the TaxTim.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to TaxTim.com, and "you," "your", "yours" and "Affiliate" refer to the affiliate.
2 NATURE OF THIS MOU AND THE PROJECT
2.1 The Parties agree that the provisions of this MOU are binding on and create legal rights and obligations.
2.2 Each Party acknowledges that the other Party has not given it, nor has it relied on, any representations or assurance of future revenues, sales opportunities or profits arising from or in connection with the Collaboration.
3 TERM AND TERMINATION
3.1 This MOU will -
3.1.1 commence on the date of checking the terms of service to this agreement (the "Effective Date"); and
3.1.2 automatically terminate on a date to be specified in accordance with 3.2 below.
3.2 Either Party may terminate this MOU for any reason and for no reason at any time by providing 15 advance written notice to the other Party.
3.3 Upon termination of this MOU, the Parties agree to promptly return to each other all proprietary and confidential information of the other Party, in a format acceptable to the recipient Party.
4 OBLIGATIONS OF THE PARTIES
In the period between the Effective Date and the date of termination of this MOU -
4.1 TaxTim shall -
4.1.1 Create TaxTim discount voucher codes from time to time, on request, for distribution by the Affiliate to its users;
4.1.2 Provide a unique affiliate tracking code for use on the Affiliate's website and its various marketing and communications for directing its customers to the TaxTim website;
4.1.3 Inform, on a monthly basis, the number of customers who have successfully registered, completed and paid for the TaxTim assistance tools; and
4.1.4 Provide digital content relating to TaxTim advertisement and website content with the aim of setting up a Tax portal on the Affiliate's website.
4.2 The Affiliate shall not -
4.2.1 at any time, without the express written consent of TaxTim, transmit to any person any emails, information, publication, communication or advice purporting to have been prepared or made available or endorsed by TaxTim;
4.2.2 share details of its specific commission, discount and remuneration details as they relate to TaxTim with any third party, nor request these details from a third party; or
4.2.3 share TaxTim discount vouchers on social media or any other channel whereby the distribution of the voucher code is beyond the control of the Affiliate.
4.2.4 email, SMS or otherwise distribute details of any TaxTim-related offer to recipients that have not explicitly opted-into the relevant mailing list / broadcast list to receive communications of a financial nature, recipients of which will always have clear means from which to unsubscribe.
4.3 The Affiliate shall -
4.3.1 include TaxTim content as part of the tax section within the Affiliate's website as well as any other areas it deems fit in order to increase traffic to TaxTim;
4.3.2 ask for TaxTim's express consent when distributing discount vouchers to users exceeding 10,000 in number via any campaign; and
4.3.3 use all means possible as far as is reasonable to prevent the distribution of TaxTim discount vouchers prepared for its users only, to external third party or general audiences.
4.3.4 only refer users to TaxTim via the assigned unique tracking link (clause 4.1.2) and no other links.
5 REMUNERATION STRUCTURE
5.1 The Parties agree that -
5.1.1 TaxTim shall be entitled to -
220.127.116.11 The entire gross proceeds of payments made for all TaxTim tools less the consideration in 5.1.2 below.
5.1.2 The Affiliate shall be entitled to -
18.104.22.168 20% of each sale only, as per the various packages offered by TaxTim, made as a result of a click through from the Affiliate's website or email communications resulting in a completed and paid for sale.
5.1.3 The Affiliate's individual users shall be entitled to -
22.214.171.124 A yet-to-be-determined discount on current prices displayed on the TaxTim Pricing page, when visited via the TaxTim widget displayed on the Affiliate's website, or when a discount voucher for the Affiliate's users is applied. The value of this discount may change as mutually agreed to in writing by both parties to this agreement from time to time.
5.1.4 The Affiliate's corporate users, specifically of the Employee Assist product, shall not be entitled to a discount other than that provided by TaxTim by default.
6 RELATIONSHIP OF THE PARTIES
The Parties to this MOU are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This MOU shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
7 CONFIDENTIALITY AND PUBLICITY
7.1 Each Party acknowledges and agrees that any and all information relating to the other Party's business, including, without limitation, technical processes and formulas, source codes, names, addresses and information about users, customers and advertisers, product designs, sales, costs and other unpublished financial information, product plans, and marketing data is confidential and proprietary information of the Party providing it.
7.2 Any information obtained by either Party from the other during the implementation of this MOU shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a party to this MOU.
7.3 For purposes of this MOU, there shall be no restriction on the disclosure of any information that -
7.3.1 is publicly known, already known by, or already in the possession of the non-disclosing Party without breach of this MOU;
7.3.2 is independently developed by the non-disclosing Party without use of the confidential information and such independent development can be shown by documentary evidence;
7.3.3 is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party;
7.3.4 or is required to be disclosed by law, regulation, or court order and then only after prompt prior notification to the other Party of such required disclosure.
7.4 For the avoidance of doubt, in the event that the Parties have signed an agreement of confidentiality and non-disclosure, that agreement shall take priority to the extent of any conflict between the terms of that agreement and this MOU regarding the use of either Party's confidential or proprietary information.
7.5 The confidentiality terms set out in this clause 7 shall apply to any disclosure by, or to, an affiliate or group company of a Party to this MOU.
8 INTELLECTUAL PROPERTY: GRANT OF LICENCE AND RELATED PROVISIONS
8.1 Each Party grants to the other a limited, non-transferrable and revocable licence to use, reproduce, exploit and/or exercise the Intellectual Property of the other for purposes only of carrying out the Project in accordance with this MOU.
8.2 The licence referred to in clause 8.1 shall -
8.2.1 commence on the Effective Date; and
8.2.2 shall be effective until the date on which this terminated, at which point it will automatically cease.
8.3 The Affiliate unconditionally and irrevocably agrees in favour of TaxTim that -
8.3.1 all right, title and interest in and to each TaxTim's Intellectual Property vests in, and is proprietary to, TaxTim;
8.3.2 The Affiliate shall not at any time, under any circumstances, acquire any right, title, or interest in or to TaxTim's Intellectual Property;
8.3.3 the Intellectual Property shall only be used by the Affiliate for purposes of carrying out the Project in accordance with this MOU. For purposes of this MOU, the Affiliate agrees that it shall not, without the express prior written consent of TaxTim, modify, amend, alter or otherwise deal with the Intellectual Property of TaxTim in carrying out the Project;
8.3.4 The Affiliate shall take all reasonable precautions to safeguard the Intellectual Property from unauthorised disclosure, reproduction or use at any time by any person other than the Affiliate;
8.3.5 [except as expressly provided in this MOU], at no time may TaxTim's Intellectual Property, or any portion thereof, or any rights in terms of this MOU, be assigned, sub-licensed or otherwise transferred or made available to third parties for any purpose without the express written consent of TaxTim.
8.4 For purposes of this MOU, “Intellectual Property” means any copyrights, trade marks, designs or models, trade patterns, software, logos, trade names and any other type of intellectual property, including know-how, of each Party as at the Effective Date, as same may be amended, altered, refined or updated by TaxTim from time to time.
9 NO WARRANTIES
Neither Party makes any warranty of any sort to the other regarding the Project.
10 EXCLUSION OF LIABILITY
10.1 Other than in relation to a breach of any provision of clause 7 and 8 of this MOU, neither Party shall be liable to the other in contract, delict or howsoever arising for any direct, incidental, indirect, punitive, special, or consequential loss or damages of any kind, or for any loss of use, loss of business, opportunity, goodwill or loss of profit resulting from, whether directly or indirectly, the entering into, implementation and/or termination of this MOU.
10.2 Each Party agrees that any services to be rendered by either Party in carrying out the Project shall be rendered on the terms stipulated in that Party's usual terms of service.
11 GENERAL PROVISIONS
11.1 This MOU shall be governed by South African law.
11.2 No change, amendment or modification of any provision of this MOU shall be valid unless set out in a written instrument signed by both Parties.
11.3 This MOU sets out the entire agreement between the Parties regarding the subject matter of this MOU and supersedes any and all prior or contemporaneous agreements and representations, written or oral, of the Parties with respect to the matters set out in this MOU, all of which are excluded.
11.4 Neither Party may assign their rights or obligations set out in this MOU without the express written consent of the other.
11.5 The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this MOU, or to exercise any right under this MOU, shall not be construed as a waiver or relinquishment of such Party's right to enforce any such provision or right in any other instance.
11.6 Any notice, approval, request, authorization, direction, or other communication under this MOU shall be given in writing, directed to the addresses of the Parties set out on the cover page of this MOU, and shall be deemed to have been delivered and given for all purposes -
11.6.1 on the delivery date if delivered by electronic mail;
11.6.2 on the delivery date if delivered personally to the Party to whom the same is directed;
11.6.3 1 (one) business day after deposit with a commercial overnight carrier with written verification of receipt; or
11.6.4 5 (five) business days after the mailing date whether or not actually received, if sent by registered or recorded delivery post or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the Party to whom the same is directed.
11.7 This MOU may be executed in counterparts.
Agreement last updated on 6 April 2018.