Agent Scheme Terms and Conditions

Welcome to APM Internet's Agent Scheme.

The terms and conditions below (the "Agreement") apply to an individual's or entity's participation in APM Internet's Online Agent Scheme (the "Scheme"). By submitting an online registration form to APM Internet, and thereby requesting approval to link your website to the applicable APM site, or distribute a valid APM Internet Agent Code, you agree to be bound by these terms and conditions in their entirety.

In this Agreement, the following words and expressions shall have the following meanings:

"we" (and "us" and "our"): means APM Internet Limited
"you" (and "your") means the applicant
"MailCore Site" means the website located at http://www.apm-mailcore.net
"Gateway Site" means the website located at http://www.apm-gateway.net
"Your Site" means the website, as specified in your online registration form and operated by you, on which you may intend to place a link to the applicable APM Site.
"The Service" means the applicable service operated by APM Internet.
"Sign up" means the process of form completion required to become an APM Internet customer.
"Intellectual Property" means any current and future intellectual property, including copyrights, trade marks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights and all intangible rights and privileges of a nature similar, analogous or allied to any of the above in every case in any part of the world and whether or not registered, including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world.

1) Accepting you as an Agent
To be accepted as an Agent of APM Internet Limited you must first submit an online registration form in full via the applicable APM Site. Once your application has been evaluated we will notify you of your acceptance or rejection via the e-mail address you supply to us. Once we have accepted your application you will be bound by the terms and conditions of this Agreement. We reserve the right to reject your application, in our sole discretion, if we consider your website to be unsuitable for the Scheme. Without limitation, we may reject your application if your website contains sexually explicit or violent material; appears to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; encourages or promotes illegal activities or if any part of your website breaches Intellectual Property rights of APM Internet or a third party.

We reserve the right to reject your application without providing you with a reason and to terminate this Agreement immediately, at any point after acceptance, if we subsequently determine Your Site to be unsuitable for the Scheme.

2) Links and Agent Codes
We grant you a revocable, personal, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from Your Site to the applicable APM Internet Site, to establish and maintain Standard Links as set forth below:

General Link to APM Internet Homepages: You may provide a general link on your site to our homepage http://www.apm-mailcore.net. We will provide you with guidelines to use in linking to the applicable APM Internet Site homepage.

In addition, you wil be provided with a unique Agent Code that is intended to be provided by customers during the Sign Up process in order to identify them as referrals from you. In then event this agreement is terminated, the Agent Code will no longer be considered valid by us.

Except for the licence granted under this Clause 2 and Clause 8, you do not acquire any rights under this Agreement in any Intellectual Property, including, without limitation, any intellectual property with respect to the link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the apm-mailcore.co.uk domain name. You may not modify any of the Intellectual Property that we provide you with in any way, including without limitation the size, colour or format of our logos or graphics.

3) Sign Ups
We will be responsible for the processing and fulfilment of all service orders placed by customers who follow the Links from Your Site to the applicable APM Internet Site or Sign Up using your Agent code. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. All sales made by customers who order services using your Agent Code will be tracked by us and we will send you reports summarising this sales activity as described in Clause 5 and which may be varied from time to time in our sole discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Agent Code and and Links in use between Your Site and the applicable APM Internet Site are properly formatted. We will not be liable for paying Agent Commission on service purchases that are not correctly tracked and reported because the Links between Your Site and the applicable APM Internet Site are not properly formatted or the Agent Code provided by you is invalid or incorrect.

4) Agent Commission
You will earn a commission of 10% (net of tax) of the total invoiceable value (net of tax) for each invoice issued to a customer, in respect to the applicable service provided by APM Internet, who provides you Agent Code whilst placing their order. In the event that a service order made by a customer using your Agent Code is subsequently cancelled for whatever reason, you shall not be entitled to the commission for the current billing period.

In addition to the standard commission rate, an annual bonus commission is available to Agents who accrue certain levels of sales over a calendar year. In the event you qualify for a bonus payment, the sum can be claimed by invoicing APM Internet for the amount during the following January. Invoices for bouns payments will be paid during the first two weeks of February of the following calendar year. Bonus structures are described in Schedule A.

A minimum of two customers must have completed the Sign Up process, both using your Agent Code, before you are eligible for commission payments. In the event that your current number of affiliated customers fall below the two customer minimum, commission payments will be stopped. No backpayments will be made should the two customer minimum be reached again in the future.

Commissions are paid on a monthly fee basis. If a customer has opted to pay the full annual charge in advance, the commission due will be based on the full amount.

For a service order to generate an commission, the customer must provide your Agent Code when prompted; purchase a service from APM Internet and provide means for payment. You will not be eligible for commission on customer orders for any products or services purchased other than those detailed in Schedule A. Orders that are subsequently subsequently cancelled by the customer or us will not accrue a commission.

We will pay you commission on a monthly basis in arrears. To receive a commission payment you must invoice APM Internet Limited within one calendar month following your regular Agent statement. Failure to issue an invoice within one calendar month will result in the loss of any due commission.

Payments on invoices received will be made using direct electronic funds transfer to an account of your choosing. All payments will be made within 14 days of the following Calendar month.

You authorise APM Internet to self-bill for all the above commission under your VAT number until revoked and acknowledged in writing.

If you inform us that you are VAT exempt you warrant that you are neither registered nor are you liable to be registered in respect of VAT and you indemnify APM Internet against any Losses arising from any breach of this warranty.

In the event that you later become liable to be registered in respect of VAT you shall inform APM Internet immediately and supply APM Internet with your VAT number.

No payments are due for any customers covered by a free trial period, as no invoiceable amount is incurred.

5) Reporting
Every month we will provide a report by email detailing the total invoiceable value broken down by customer that occurred during that month, the total commission earned and a customer/service breakdown. The report will not include traffic information e.g. page impressions or click throughs.

6) Nature and Purpose of Scheme
The Scheme is intended solely for the purpose of enabling your associates and/or customers to make use of the APM Internet service. You or any of your employees, agents, independent contractors or representatives shall not be entitled to resell the service.

You may not directly or indirectly induce any person or entity into using the Links from Your Site or your Agent Code by offering consideration or incentive. Without limitation to any other rights we may seek to enforce, we reserve the right to terminate this Agreement immediately if we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive.

7) Customer Terms and Conditions and Pricing
Customers who buy a subscription to the service through this Scheme will be customers of APM Internet. Accordingly, all APM Internet rules, policies, sales terms and conditions concerning customer service, sales and use of any APM Internet Sites will apply to those customers. Such rules and terms and conditions may be changed at any time. APM Internet will determine the prices to be charged for the service sold under this Scheme in accordance with its own terms and conditions. APM Intenret will use commercially reasonable efforts to present and advise of accurate information, but we cannot guarantee the price of any particular service. Similarly all personal details of customers (as defined in the Data Protection Act 1998) shall, as between you and APM Internet, be owned exclusively by APM Internet and you shall not be entitled to exploit the personal data in any way.

8) Limited Licence
We shall retain all right, title and interest in all Intellectual Property provided to you under this Agreement subject to a limited non-exclusive, non-transferable licence necessary to perform this Agreement. We grant you a royalty-free, non-exclusive, non-transferable licence, during the term of this Agreement, to include the Intellectual Property that we provide to you under Clause 2 solely in connection with the Scheme.

You shall use the Intellectual Property only as provided, and shall not alter the marks in any way, nor shall you act or permit action in any way that would impair our rights in our Intellectual Property. You acknowledge that your use of our Intellectual Property shall not create any right, title or interest in or to such Intellectual Property. We shall have the right to monitor the quality of your use of our Intellectual Property. You may not alter or remove any proprietary notices from our Intellectual Property. Any goodwill accruing from the use of such Intellectual property shall inure to us.

We may revoke your licence at any time by giving you written notice.

9) Your Site
You will be solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. For example, you will be solely responsible for: the technical operation of Your Site and all related equipment; creating and posting service descriptions on Your Site and linking those descriptions to the APM Internet Site using the Links and the Link formats provided by us; the accuracy and appropriateness of materials posted on Your Site ensuring that materials posted on Your Site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); ensuring that materials posted on your site are not defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of Your Site.

10) Term of the Agreement
The term of this Agreement will begin upon our acceptance of your online application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Should we want to terminate this Agreement we will send you an e-mail to the e-mail address you provide to us and a letter confirmation to the postal address you provide to us. You must immediately inform us in writing at the address below if your address changes. In the event that you wish to terminate this Agreement, you can do so by sending an e-mail to agents@apm-mailcore.net and a confirmation letter to APM Internet Ltd, 10 Wendover Way, Aylesbury, Bucks, HP21 7NG. Termination of this Agreement is without prejudice to either party's rights and remedies accruing up to the time of termination. You are only eligible to earn Affiliate Fees on sales of services occurring during the term and commission earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our Intellectual Property or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.

11) Amendment of this Agreement
We may amend any of the terms and conditions contained in this Agreement, at any time and at our sole discretion. In the event that these terms and conditions are amended we will send you an e-mail with the amended terms and conditions and confirming when they will take effect. We will also post the amended terms and conditions on the APM Internet and any APM Internet sites. Amendments may include, for example, changes in the scope of available Agent Fees, Agent Fee schedules, payment procedures and Scheme rules. If any amendment is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Scheme following our posting of a change notice or new agreement on the applicable APM Site will constitute binding acceptance of the change.

12) Limitation of Liability
Neither we nor any of our Associate Companies will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement, even if we or any of our Associate Companies have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our Associate Companies' collective aggregate liability arising with respect to this Agreement and the Scheme will not exceed the total Affiliate Fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.

13) Disclaimers
To the fullest extent permitted by law, neither we nor any of our Associate Companies makes any express or implied warranties or representations with respect to the Scheme or any service sold through the Scheme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor any of our Associate Companies makes any representation that the operation of the applicable APM site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

14) Miscellaneous
You warrant and represent to us that:

you have the right and authority to enter into this Agreement and you have all necessary rights to perform your obligations under this Agreement; entry into this Agreement does not breach any other agreement to which you are party; and that there is nothing of a libellous or defamatory nature on Your Site and there is nothing on Your Site which is likely to bring APM Internet into disrepute Each party is an independent contractor and not an agent or partner of, or joint-venturer with, the other party for any purpose. Neither party by virtue of the Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

You may not make any press release with respect to this Agreement or your participation in the Scheme.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, in such jurisdiction, this Agreement shall be construed as if such unenforceable provision had never been contained herein and the remainder of this Agreement shall remain in full force and effect.

You may not assign this Agreement without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns.

This Agreement does not create any right under the Contracts (Rights of Third Parties) Act 1999 that is enforceable by any person who is not a party to it.

The terms specified in this Agreement are governed by the laws of England and Wales and the parties submit themselves to the exclusive jurisdiction of the English courts.

15) Acknowledgement
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we or any of Associate Companies may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with Your Site. You have independently evaluated the desirability of participating in the Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

SCHEDULE A
Commission Structure

Current commission structure rates are posted at http://www.apm-gateway.net/view/s/page/agents!agentscomm/.