James Wellbeloved UK Ambassador Programme Terms and Conditions

James Wellbeloved UK Ambassador Programme

Terms and Conditions

By participating in the James Wellbeloved UK Ambassador Programme (the "Programme"), you (the "Brand Ambassador") agree to the following Terms and Conditions (the “Terms and Conditions”). Please take your time to carefully read these Terms and Conditions before proceeding with your application. You will be deemed to have accepted, and agreed to be bound by, these Terms and Conditions upon applying for the role of, and acting as, Brand Ambassador under the Programme.

THE PROGRAMME

  1. The Programme is an opportunity for selected individuals to become a brand ambassador for the Company. Brand Ambassadors create and publish on social media content featuring products sold by the Company (“Products”) which includes a promotional code (provided to the Brand Ambassador by the Company) for use by third party viewers of the content to claim a discount on the purchase of Products on the Company's e-commerce store in exchange for which the relevant Brand Ambassador will receive a commission payment from the Company for every sale made using their code. For the purposes of the Programme and these Terms and Conditions, “Company” means James Wellbeloved, a division of Direct2Pet Europe B.V. registered in the Netherlands. Registration number: 819782610 Registered Office: Direct2Pet Europe B.V Taylorweg 5, 5466AE Veghel, Netherlands.
  1. In order to apply to become a Brand Ambassador under the Programme, and to enable connection and communication between the Brand Ambassador, on the one hand, and the Company, on the other, you will be required to successfully sign up for a Shopify Collabs account. Please note that by signing up for a Shopify Collabs account or by accessing and using any of the Shopify Collabs services, and any associated website, software or product, you are also agreeing to be bound by all of the terms and conditions contained or incorporated by reference in the Shopify Collabs Terms of Service. You can review the current version of the Terms of Service at any time at https://collabs.shopify.com/terms.

 

ELIGIBILITY

  1. To enrol in the Programme, Brand Ambassadors must:
  • be residents of the United Kingdom;
  • be aged 18 or over;
  • accept all content creators Terms & Conditions;
  • complete and submit the online application through their Shopify Collabs account;
  • provide details for a PayPal account into which any commission earned will be paid ; and
  • be enrolled or accepted by the Company into the Programme.
  1. The following individuals are not eligible to become Brand Ambassadors: (i) employees of the Company and their families; or (ii) any third party directly associated with administration of the Programme or otherwise responsible for creating marketing content for the Company; or (iii) any government official[1].
  1. It is the responsibility of the Brand Ambassador to provide their correct, up-to-date details at the time of applying for the Programme in order for their application to be processed. Failure to respond and/or provide correct, up-to-date contact details, or failure to meet the eligibility requirements may result in rejection of that individual for the brand ambassador role. Brand Ambassadors are responsible for notifying the Company if their details change. 
  1. Once the applicant completes an application to become a Brand Ambassador, the Company will review the application and notify the applicant whether they have been accepted to participate in the Programme, or not. All programme entry or rejections will be communicated via email. The Brand Ambassador acknowledges that the Company will use the email address provided in the Shopify Collabs account used to make the application, as may be updated from time to time, as the primary method of communication.
  1. The Company reserves the right to decline an individual’s application to join the Programme at its sole discretion, including but not limited to if the Company believes the applicant’s existing social media pages are inappropriate, unsatisfactory or inconsistent with intended key messaging for the Products. The Company’s decision in this respect is final and no justification will be provided to a rejected applicant.

CREATION OF CONTENT

  1. The social content created by Brand Ambassadors (the “Content”) must feature (i) Product(s); and (ii) align with and support a specific Company campaign; and (iii) include a link to the Company’s e-commerce store: https://wellbeloved.com; (iv) include a Promotional Code for use by third party viewers of the Content. Company will inform Brand Ambassadors on the type of Content (including which Product(s) to feature) within programme enrolment email.
  1. The Brand Ambassador may post or otherwise publish or deal with Content on their own social media channels in accordance with these Terms and Conditions. For the avoidance of doubt, the Company’s prior approval in respect of Content is not required.
  1. The Brand Ambassador is responsible for the Content, including its legality, reliability and appropriateness, and the Brand Ambassador assumes all risks and liability associated with the creation and posting of the Content.
  1. The Brand Ambassador further represents and warrants that:
  • the Content complies with all applicable laws, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP advertising code), the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time;
  • they have all necessary rights and licenses required to upload, use, display and distribute the Content;
  • they shall comply with the Company’s content creators guidelines shared in enrolment email at all times in relation to the Content;
  • the Content does not infringe upon, violate or misappropriate any third party intellectual property, privacy or publicity rights, or moral rights;
  • the Content will not be false, misleading or deceptive;
  • the Content shall not feature any individual other than the Brand Ambassador, unless the Brand Ambassador has obtained that individual’s express consent to appear in the Content;
  • the Content shall not feature any individual under the age of 18;
  • they shall not create any Content which is defamatory, obscene, offensive, harmful, inciting prejudice or hatred of any kind, or of a violent, political, racist or xenophobic nature;
  • they shall not make any claims as to the properties, functionality or any promise, warranty or statement in relation to the Company or its Products other than those claims authorised by the Company;
  • they shall not make any negative or offensive statement in public, online (including on social media), in the press or elsewhere relating to: (i) the Company; (ii) any of the Company's other brand ambassadors or staff; or (iii) any of the Products;
  • they shall include the hashtag #ad (or the then current required recognition of paid-for content, where the ASA or other UK regulator updates the requirement and/or guidance in this context) in a prominent position in all posts relating to Content to indicate that the post is paid for advertising, and include any other disclosures necessary in connection with the Content, including clear and conspicuous disclosures of any material connection the Brand Ambassador has with the Programme and that the Brand Ambassador is compensated or otherwise incentivized by the Company;
  • they shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Company;
  • they shall not at any time, either when participating in the Programme or at any time thereafter, remove any Content or posts from the Brand Ambassador’s social media channels without the Company's prior, written consent;
  • if requested to do so by the Company, either during the Brand Ambassador’s participation in the Programme or at any time thereafter, they shall remove any Content or posts referencing the Company and/or Products from the Brand Ambassador’s social media channels at the request of the Company as soon as practicably possible and dissociate themselves from the Company; and
  • during their participation in the Programme and for two weeks thereafter, they shall not appear on camera, provide voiceovers, perform any endorsement, authorise the use of their voice or image, nor accept any other engagement or any endorsement in connection with any competitor (being any other seller, manufacturer, provider, marketer or distributor of goods or services of the same or a similar nature to those sold, manufactured, provided, marketed or distributed by the Company), without the prior written approval of the Company. The Brand Ambassador will ask Company for this approval at jameswellbeloved.ambassadors@effem.com

COMMISSION PAYMENTS

  1. In these Terms and Conditions, the following defined terms shall have the following meanings (unless the context otherwise requires): 

Promotional Code” means a promotional code and/or link generated by the Company and made available for the Brand Ambassador to advertise and distribute to third party viewers of the Content and can be used by such third party viewers to claim a discount on the purchase of Products on the Company's e-commerce store;

Promotional Transaction” means a transaction entered into and completed by a third party on the Company’s e-commerce store: https://wellbeloved.com using a Promotional Code in relation to the purchase of Product(s); and

Commission” means a payment owed to the Brand Ambassador by the Company, representing 10% of the value of the Promotional Transaction (excluding delivery costs), or an alternative value the Company may otherwise determine from time to time.

  1. The Company agrees to provide the Brand Ambassador with uniquely identifiable Promotional Code(s) to be included by the Brand Ambassador as part of the Content. 
  1. The Brand Ambassador agrees to only post and distribute the Promotional Code(s) via its own authorised media channels and not via any other means, including but not limited to via general public forums, discount or promotion websites, or promotional code databases.
  1. The Brand Ambassador agrees not to exploit a Promotional Code, or instruct or permit any third party to do so, via automated means or any other manner deemed fraudulent or improper. In the event that the Company becomes aware of any suspicious activity related to Promotional Code, the Company may terminate the Brand Ambassador’s participation in the Programme.
  1. The Brand Ambassador agrees to comply with any applicable third-party site or media channel terms in relation to the distribution and promotion of the Promotional Code(s) and any related Content.
  1. The Company agrees to pay the Brand Ambassador the Commission in respect of each Promotional Transaction. The Company may, on a case by case basis and at its sole discretion, award an additional form of consideration to the highest achieving Brand Ambassadors from time to time.
  1. Promotional Code(s) may be removed or deactivated at any time in the Company’s sole discretion upon providing notice to the Brand Ambassador.
  1. A Promotional Transaction shall only attract a Commission where it is 
  • made via legitimate means by a person using a valid and active Promotional Token;
  • made in accordance with any eligibility and other requirements stipulated by the Company from time to time;
  • capable of being tracked and verified by the Company. This may be restricted or prevented where a user has tracking and/or cookies disabled or other restrictive software in place, and the Company does not accept any liability for inability to track and verify a Promotional Transaction; and
  • not subsequently cancelled, reversed or refunded.
  1. The Company shall have full discretion to declare a Promotional Transaction invalid, provided that it acts reasonably in doing so. No Commission shall be made in respect of an invalid Promotional Transaction. Reasons for doing so may include, but are not limited to, suspected fraudulent distribution and/or use of Promotional Codes, suspicious use of a Promotional Codes, or a Promotional Code having been deactivated or declared invalid prior to the relevant Promotional Transaction(s) taking place.
  1. The rates or means of calculation applicable to Commissions are determined by the Company and shall be as communicated to the Brand Ambassador from time to time. Where the rate or means of calculation applicable to any Commission changes, such change shall be notified to the Brand Ambassador and shall affect any and all Promotional Transactions completed as from the date of the change. Where Commissions must be calculated based on Promotional Transactions completed in differing currencies, the Company shall apply such conversion rate(s) as it sees fit in order to standardise the Promotional Transaction values and calculate the Commission due.
  1. Commissions shall be calculated and payable to the Brand Ambassador in accordance with the Shopify Terms of Service OR after a 30-day holding period. After the holding period, payments will be scheduled and paid with your next Shopify bill. 
  1. The Brand Ambassador is solely responsible for determining, collecting, withholding, reporting, and remitting any applicable taxes and tax forms related thereto, and any duties, fees, surcharges or additional charges, as applicable, arising from or as a result of any Commission received by the Brand Ambassador as a result of the relationship or dealings pursuant to the Programme. The Company is not responsible for any of the Brand Ambassador’s tax obligations or liabilities associated with, or stemming from or in connection with, the Program.
  1. The Brand Ambassador warrants, undertakes and represents that:
  • they are acting independently and shall not make any claim or assertion against the Company based on employee or worker status;
  • they are appropriately registered for tax purposes and will comply with any accounting, self-assessment, tax return and/or similar filing, submission and payment requirements in its applicable jurisdiction; and
  • they will seek any and all appropriate accountancy, tax and other compliance advice necessary in connection with you entering into and performing the Programme.
  1. If the Company is or becomes obliged by law to deduct or withhold any sum from the Commissions for or on account of tax, it shall be entitled to do so, unless and until the brand Ambassador provides all documentary evidence and/or complete such procedural formalities as are necessary to establish an exemption from, or entitlement to a diminution in the amount of, any relevant deduction or withholding.
  1. All Commission payments through the Programme made to the Brand Ambassador by the Company will be made using means of payment that the Company may approve and enable from time to time. The Company currently requires payments of Commissions to be made through PayPal. The Brand Ambassador agrees to provide the Company with a valid and correct PayPal email address for the receipt of Commissions. The Brand Ambassador is responsible for ensuring that the payment information provided is complete, accurate and kept up-to-date. The Company does not accept any responsibility for failed, uncollected or missing Commissions, whether through PayPal or otherwise, caused by the supply of incomplete or incorrect payment information.
  1. The Brand Ambassador hereby acknowledges and agrees that the Commissions described in this section represent full and final consideration for its role as Brand Ambassador and creation of the Content, and/or any other services rendered under the Programme. The Brand Ambassador acknowledges and agrees that they will not receive any form of payment, monetary compensation or other reward in exchange for the creation of Content except as expressly specified in this Section. The Company shall have no responsibility for any costs or expenses the Brand Ambassador may incur in the process of creating Content.

OBLIGATIONS

  1. The Brand Ambassador confirms that:
  1. they are not an employee of the Company and will not be treated as such
  2. they are free contractually to join the Programme and have not entered into and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their membership of the Programme;
  • they do not have any unspent criminal convictions of any kind subsisting at the date of their application to the Programme (and the Brand Ambassador shall notify the Company immediately of any criminal convictions incurred during their participation in the Programme); and
  1. they confirm that they have disclosed to the Company their prior commitments to provide services to third parties which are similar to the brand ambassador role.

INTELLECTUAL PROPERTY RIGHTS

  1. Company agrees that all intellectual property rights in: (a) all materials created by the Brand Ambassador in producing the Content (including without limitation the Content and any other photographs, audio-visual content, artwork, graphics, designs, performance and any other material protected by intellectual property rights) (Brand Ambassador Materials); and (b) the Brand Ambassador's pre-existing trade marks, service marks, logos, other materials connected with the Brand Ambassador's brand, names (including nicknames and stage names), biography, signature, image, voice and likeness (Brand Ambassador Assets), shall vest in and remain the sole property of the Brand Ambassador at all times.
  1. The Brand Ambassador grants the Company, a perpetual, non-exclusive, worldwide, royalty-free licence to use, and to authorise others to use, the Brand Ambassador Materials and the Brand Ambassador Assets for any purpose of promoting the Brand Ambassador's association with the Company in all media worldwide including by using and promoting the Content on the Company's own websites, social media pages and other marketing and publicity material in any medium. The Brand Ambassador acknowledges that the Company is not responsible for third parties' use of the Brand Ambassador Materials and Brand Ambassador Assets or for their removal from media outside its control.
  1. The Brand Ambassador recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Content and dub them into one or more foreign languages and the Brand Ambassador irrevocably and unconditionally waives the benefit of their moral rights arising under Parts I and II of the Copyright, Designs and Patents Act (CDPA) and performer's non-property rights arising under Part II of the Copyright, Designs and Patents Act (CDPA) and any similar laws of any jurisdiction in favour of the Company and all its licensees, sublicensees, assignees and successors in title of or to the rights in the Content.

 

  1. The Company shall retain ownership of all intellectual property rights in the Products, and nothing in these Terms and Conditions shall be construed as granting any rights to the Brand Ambassador (other than the limited licence granted below) in the Company’s intellectual property (including but not limited to the Products).

 

  1. The Company grants to the Brand Ambassador a fully paid-up, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable licence to display the Products in Content created strictly in accordance with these Terms and Conditions.

 

  1. Any goodwill derived from the use of the Products by the Brand Ambassador shall accrue to the Company. The Company may, at any time, call for a document confirming the assignment of that goodwill and the Brand Ambassador shall immediately execute it.

 

  1. If any Content contains any elements that are not owned by the Brand Ambassador or which are subject to the rights of a third party, the Brand Ambassador is responsible for obtaining, prior to submitting such Content, any consents necessary from that third party to permit the use and publication of the Content by the Company. The Company reserves the right to request proof of these permissions from the Brand Ambassador at any time.

TERMINATION OF MEMBERSHIP

  1. Brand Ambassadors may cancel their membership of the Programme at any time by contacting jameswellbeloved.ambassadors@effem.com

 

  1. If, in the Company’s sole judgment, the Brand Ambassador fails, or the Company suspects that the Brand Ambassador has failed, to comply with any term or provision of these Terms and Conditions, the Company may also terminate the Brand Ambassador's membership of the Programme at any time without notice.

 

  1. In the event that the Brand Ambassador breaches these Terms and Conditions and the Company terminates the Brand Ambassador's membership of the Programme any accrued and payable Commissions owing to the Brand Ambassador shall be forfeited, and the Company shall not be obligated to pay such Commissions to the Brand Ambassador.

COMPANY’s RIGHTS

 

  1. The Company reserves the right, in its sole discretion, to discontinue or terminate the Programme, or any part thereof, for any reason without notice at any time. The Company shall not be liable to the Brand Ambassador or to any third party for any modification, discontinuation or termination of the Programme or any part thereof. In the event the Programme is discontinued or terminated for any reason, the Brand Ambassador shall cease and desist from using Content referencing Products and Promotional Codes and dissociate themselves from the Company immediately upon the Company’s request.

 

  1. The Company may at its discretion update the Programme or these Terms and Conditions at any time. Any changes the Company makes to these Terms and Conditions will be effective immediately on posting to https://wellbeloved.com .The Brand Ambassador should review these Terms and Conditions and check the website frequently to ensure they understand the Terms and Conditions that apply to the Programme. The Company will endeavour to give the Brand Ambassador reasonable notice of any major updates and modifications to these Terms and Conditions or the Programme before they become effective. The Brand Ambassador's continued participation in the Programme following any modifications will signify their acceptance of the revised Terms and Conditions. If the Brand Ambassador does not agree to any changes they should terminate their participation in the Programme immediately.

 

  1. The Company shall be entitled in its discretion to engage the services of other individuals to endorse, promote or advertise its Product(s) worldwide at any time.

 

  1. The Company reserves the right, at its sole discretion, to remove any and all posts from its own media featuring Content created under these Terms and Conditions at any time and for any reason.

 

GENERAL

 

  1. The Brand Ambassador shall:
  • comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
  • 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;
  • comply with such policies relating to ethics, anti-bribery and anti-corruption as the Company may provide to the Brand Ambassador and update from time to time; and
  • promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Brand Ambassador in connection with the Programme.

 

  1. The Brand Ambassador's personal details will be processed in accordance with the Company’s privacy policy (which can be found here: https://wellbeloved.com/pages/terms-and-conditions-2020-06-08)

 

  1. The Company will not be liable for any loss (including, without limitation, loss of profits, loss of business, business interruption or loss of business opportunity), expense or damage which is suffered by the Brand Ambassador in connection with being a Brand Ambassador or carrying out the duties associated with such a role and which is: (i) unforeseeable (meaning it was not obvious that it would happen and nothing the applicant disclosed before the Company accepted their application for the Programme meant they should have expected it); or (ii) not in any way caused by any act or omission of the Company.

 

  1. Nothing in these Terms and Conditions will limit any person’s liability which cannot be excluded by law (including personal injury, death and fraud).

 

  1. The Brand Ambassador acknowledges that this role is in no way sponsored, endorsed, administered by or associated with Facebook, Instagram, YouTube or TikTok. Brand Ambassadors agree to release Facebook, Instagram, YouTube and TikTok from any and all liability arising out of or in connection with their participation in the Programme and any Content which is used on social media channels.

 

  1. A delay or failure by the Company to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

 

  1. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

 

  1. These Terms and Conditions will be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts. In simple terms, "non-exclusive jurisdiction of the English courts" means that if you bring a claim arising from or in connection with these Terms and Conditions against the Company in court, an acceptable court would be a court located in England, but you may also elect to bring a claim in the court of another country instead.

 

  1. The Brand Ambassador agrees to refer all complaints and enquiries from the media and other third parties received by them concerning the Company, its Products, the Programme or these Terms and Conditions to jameswellbeloved.ambassadors@effem.com and shall not respond themselves unless instructed to do so by the Company.

 

[1] Includes full or part-time directors, officers, or employees of government agencies, public institutions (e.g., professors at public universities), and government-owned or government-controlled entities.