Deskpro Affiliate Program | Terms of Service

Last Updated: 27 July 2023

Please read this agreement carefully. This agreement is a legal and contractually binding agreement. You indicate your willingness to be bound by this agreement by submitting a registration application (defined below) for the program. By registering for the program, you certify that you have read and understand the terms set forth in this agreement, and that you are authorised to agree to this agreement.

Deskpro Ltd ("Deskpro," "we," "us," or "our") welcomes you ("You"). Thank you for participating in the Deskpro Affiliate Program (the "Affiliate Program") made available to you through our Website or through our App. Capitalized terms not defined in this Affiliate Program shall have the meaning set forth in our Terms of Service.

We provide access to and use of our Affiliate Program subject to the following terms of service (the "Affiliate Terms of Service"), which are effective as of the date stated above. By participating in our Affiliate Program, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Affiliate Terms of Service and the terms and conditions of our Terms of Service, End User License Agreement and Privacy Policy, which are hereby incorporated by reference. Please take the time to review our Terms of Service (if using Deskpro Cloud), End User License Agreement (if using Deskpro On-Premise) and Privacy Policy. If you do not agree to any, then please do not participate in our Affiliate Program or use our Service.

We may change these Affiliate Terms of Service from time to time, and will post any changes on the Website or notify you via email, at our option, as soon as such changes are in effect.

Definitions

In these Terms, the following words have the meanings attributed to them:

“Deskpro” means Deskpro Limited, with a registered office at 79 Hartfield Road, Wimbledon, London, SW19 3ES. In these terms the words “we”; “us” and “our” may also be used and refer to us, Deskpro Limited.

“Affiliate Partner”; “you”; “your” means you, as a Deskpro Affiliate Partner.

“Affiliate Account” means the account you set up when you register as an Affiliate.

"Affiliate Agreement" means this Affiliate Terms of Service.

“Affiliate Program” means our program for promotion of our brand by individuals who register with us as Affiliates.

“Confidential Information” means all documents, information and materials and any other proprietary information which we provide to you, and which ought reasonably to be considered as confidential information.

“Intellectual Property Rights” means all intellectual property rights (including without limitation patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how) whether or not registered or registrable and also includes applications for registration of any of these rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.

"PartnerStack" means the 3rd party Affiliate platform that Deskpro uses to host and manage the Affiliate Program.

“Terms” means these Affiliate Terms and Conditions.

“Website” means our website found at https://www.deskpro.com and any subdomains.

Eligibility

The Referral Program is eligible to all Authorized Users ("Referring Users") within Subscribers ("Referring Organizations") that are not receiving Services under a free trial. The Referral Program may extend to free trial users at a later date.

Setting Up an Affiliate Account and Earning Commission

To set up an Affiliate Account please fill in the online sign-up form on our Website. We will then provide you with a unique link to post on your website and social media platforms and to pass on to others. Each ‘click’ on this link will be registered on your Affiliate Account using a cookie which is set on the user’s computer, and for each sale made through that link you will earn commission at the rate set out on our Website. We pay commission on the sale price of our products and no commission will be paid on any delivery charges or sales taxes paid by the customer.

Affiliate Program Registration and Approval

You may sign up or apply to become an Affiliate Partner by filling out the registration form that can be accessed on https://www.deskpro.com/partners and submitting it to Deskpro.

You understand and agree that Deskpro will use a variety of methods to evaluate your application and confirm your eligibility to become an Affiliate Partner.

By signing up or submitting your Registration Application to become an Affiliate Partner, you explicitly give permission to Deskpro and its vendors to independently confirm your eligibility to participate in the Affiliate Program.

Deskpro reserves the right to continue to verify the accuracy of your eligibility as long as you are an Affiliate Partner.

We may deny you participating in the Affiliate Program, in our sole discretion, for any or no reason, without notice and without liability.

Provided you have complied with all of Deskpro's requirements and requests for information, you will be notified in a timely manner of Deskpro's acceptance or rejection thereof. You hereby consent and hereby provide the requisite authority, to Deskpro, to independently verify, with any third party, any information provided to it by you in terms of this Affiliate Agreement and any other information as requested by Deskpro during the Termand from time to time.

Relationship Between Affiliates and Deskpro

Neither you nor we are the agent or partner of the other. You agree that you will not at any time promote yourself as an agent or employee of Deskpro.

You also agree that you have no authority to enter into any contract on behalf of Deskpro or to bind Deskpro in any way, and you will not make any representation or indication that you are acting on behalf of, or are in any way capable of binding, Deskpro.

Your Obligations as a Deskpro Affiliate

You agree that you will:

(a) follow our reasonable instructions and requests in relation to your relationship with us as our Affiliate;

(b) always promote Deskpro and our products in the best light and as we would choose to do so ourselves, and not make or publish any statement which is disparaging or negative;

(d) familiarise yourself with the characteristics, functionality, price, performance and availability of our products; and

(e) bear all costs and expenses incurred in connection with your activities as a Deskpro Affiliate.

You also agree that you will not:

(a) make any statement, representation or warranty, whether vocally or in writing, about Deskpro or our products other than those statements and representations contained in materials provided by us to you or set out on our Website;

(b) register any domain name, email address or company name that is identical or similar to the registered trademarks ‘Deskpro’ or a translation of these trade marks into any other language;

(c) create, or direct or permit anyone else to create, a website for the sole purpose of advertising or promoting Deskpro;

(d) create or maintain, or direct or permit anyone else to create or maintain, any website or social media account or page using ‘Deskpro’ or any translation of these trade marks, and which site, account or page could reasonably be considered by anyone visiting it to be owned or maintained by us;

(e) promote your Affiliate link using SPAM/unsolicited emails;

(f) promote your Affiliate link in a way that may cause offence to others, including competitors;

(g) make statements about Deskpro products or Deskpro Ltd that are not true. Up-to-date information about our products can be found at https://www.deskpro.com, or by emailing us at support@deskpro.com.

‘Deskpro’ is our registered trade mark and when writing the name ‘Deskpro’ you agree that you will follow the following guidelines:

(a) where possible it is always best to refer to Deskpro (not DeskPRO, or DeskPro;

(b) where possible write Deskpro in bold to distinguish it from surrounding text.

Payment & Affiliate Fees

We pay our Affiliates through PartnerStack, so you will need to have a PartnerStack account set up, and be part of the Deskpro Affiliate Program in PartnerStack in order to receive payments.

Affiliate payment dates are made on the 13th of every month via PartnerStack.

All Affiliate payments are paid gross. It is your responsibility to declare and pay any tax or insurance due on these payments and you indemnify Deskpro against any claims, losses, damages or any other liabilities which arise as a result of you not declaring and paying those sums.

During the Term, Deskpro will pay you an Affiliate Fee for the first 12 months of any new sales of the Deskpro product, that have signed up using your Affiliate Link.

a) Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, you must have: (i) agreed to and complied with the terms of this Agreement; (ii) signed up to be a Deskpro Affiliate via PartnerStack and approved by Deskpro; and (ii) submitted to us all the necessary and valid tax documents, including VAT invoices where necessary, and the documents have been approved.

All payments for the Affiliate Program will be made through PartnerStack, unless otherwise stated. It is your responsibility to ensure that you have provided PartnerStack with the most up-to-date and correct bank information to facilitate the transfer. We will not issue payment by any other means.

b) Referral Fee Payment. We will pay the Referral Fee amount due to you within forty-five (45) days.

c) Taxes. You are responsible for payment of all taxes applicable to the Referral Fee.

Termination and Closure of Inactive Accounts

We do not place any obligation on our Affiliates to meet quotas or guarantee sales. However, if any Affiliate Account is inactive for a period of one (1) year then we will close that account, meaning any clicks using the unique link associated with that account will no longer be registered to that account and no commission will be payable in respect of any sales coming through that link.

You can choose to end your membership of our Affiliate program at any time, for any reason, by notifying us that you wish to do so. We will then close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you within two (2) months of your account being closed.

We can terminate your membership of our Affiliate program at any time, for any reason, by giving you thirty (30) days’ written notice. At the end of this thirty (30) day period we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you on our next payment date.

We can also terminate your membership of the Affiliate program with immediate effect if you breach any of these Terms and do not remedy that breach (if capable of remedy) within fourteen (14) days of notice from us. If you do not correct the relevant breach within this time period we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Once your account has been closed no further commission will be payable, including any commission which has accrued to your account but not yet been paid to you.

In addition to the termination provisions above, either you or we will be entitled to terminate your membership immediately by notifying the other in writing if the other is declared bankrupt, enters into insolvency or administration proceedings.

The rights to terminate set out above do not prejudice any other right or remedy available to you or us.

If your membership of our Affiliate Program is terminated for any reason you will be entitled to receive any unpaid commission registered on your Affiliate Account, unless payment is excluded for any reason set out in the above paragraphs. You will not be entitled to, or have any claim against Deskpro for, compensation of any sort.

Unless these Terms state otherwise, on termination of your Affiliate Account neither you nor we will have any further obligation to the other under these Terms.

Privacy and Data Protection

Our Privacy and Cookies policy, which explains how we process any personal data you provide to us and how our Website uses cookies, can be viewed here: https://www.deskpro.com/legal/cookie-policy & https://www.deskpro.com/legal/privacy.

Confidentiality

You agree not to disclose any Confidential Information, directly or indirectly, to any third party without our written authorisation to do so, and you will exercise a reasonable level of care in protecting our Confidential Information from unauthorised use and disclosure. In particular, you agree that you will keep your account login details confidential and will not share them with any other person. You will also keep all marketing and other materials in relation to Deskpro confidential and will not use them for any purpose other than in connection with promotion of Deskpro.

These confidentiality provisions do not apply to information that is (a) publicly available, (b) obtained by you from third parties without restrictions on how you use that information, (c) independently developed by you without using our Confidential Information, or (d) required to be disclosed by order of a court or other governmental or regulatory body.

Disclosure of our Confidential Information has the potential to cause damage to our business beyond anything that is capable of being valued by money damages. You therefore agree that we will be entitled to injunctive relief and any other remedies available to us in order to enforce these confidentiality provisions.

Intellectual Property Rights

All rights, including Intellectual Property Rights, in and to Deskpro, the software products sold on our Website, the content in our Website and all other information and materials which relate to Deskpro and our products are wholly owned by Deskpro.

As an Affiliate, Deskpro grants you a non-exclusive, non-transferable, non-assignable, worldwide licence for the duration of your membership of our Affiliate Program, to use our Intellectual Property Rights for the purposes of promoting our products in accordance with these Terms. However, your participation in our Affiliate Program does not transfer to you any rights in respect of our brand, our trade names or trade marks or of the goodwill associated with them.

You agree that you will not use any trade marks or trade names which resemble our own marks or names (or both) and which would cause or be likely to cause any confusion or deception to third parties. You also agree that you will not do anything or authorise anyone else to do anything which would or might invalidate, or be inconsistent with, our Intellectual Property Rights.

If any infringement of any of our Intellectual Property Rights comes to your attention, whether actual or threatened, you agree to let us know as soon as you are reasonably able to. You also agree to notify us of any claim by anyone that our products infringe the rights of any other person, and you will, at our request and expense, do anything which may be reasonably required to assist us in relation to any such claim or generally to assist us in maintaining the validity and enforceability of our Intellectual Property Rights.

Indemnification

You indemnify, defend and hold harmless Deskpro and its directors, officers, employees, distributors and agents from and against any and all claims, expenses, wages, lawsuits or other liabilities (including without limitation, reasonable legal fees and court costs) for injury to any person, or for loss or damage to personal property, which arises out of any misrepresentation by you regarding Deskpro or our products, or any other of your activities as a Deskpro Affiliate.

Limitation of Liabilities

We make no warranties or representations (whether express or implied) with respect to the Affiliate Program or your potential to earn income as an Affiliate, or that our Website will be available or error-free at any time.

We will not be liable for any special, indirect, incidental or consequential damages (including loss of profits) arising from or relating to your membership of our Affiliate Program, including without limitation damages claimed as a result of our Website or our products being unavailable or not performing for any period of time.

Deskpro’s liability for all claims of any kind arising out of or related to these Terms (including for negligence), whether based on contract, tort or on other legal or equitable grounds, is limited to money damages not exceeding the amount of commission due to you and unpaid at such time and which relates directly to the particular claim.

Nothing in these Terms excludes or limits our liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation or for anything else it would be unlawful to exclude or limit.

Notices

If you wish to give us notice in accordance with any of these Terms, please do so by delivering the notice to us in person, or by sending it by registered post to 79 Hartfield Road, Wimbledon, London, SW19 3ES, or by email to support@deskpro.com. Any notices from us to you will be sent to the contact email address you have provided in your Affiliate Account details. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting or one (1) business day after transmission by email.

Changes to These Terms

We may make changes to any of these Terms at any time by posting new or updated Terms on https://www.deskpro.com. We will also email any new or updated Terms to you using the contact email address you have provided in your Affiliate Account details. Changes to these Terms may include, without limitation, changes in the way we award commission, fee schedules, payment procedures and Affiliate Program rules. If any changes we make are unacceptable to you, you will need to terminate your membership of our Affiliate Program. If you continue to use your unique Affiliate link after we have notified you of new or updated Terms then you will be deemed to have accepted those Terms.

General

Deskpro reserves the right to cancel or modify the Referral Program and Referral Discounts without prior notice in its entirety or for a Referring User at any time for any reason. Referral Discounts and Rewards are provided by sole discretion of Deskpro. Referral Discount amounts and eligibility rules are subject to change at Deskpro's sole discretion. Deskpro reserves the right to cancel, revoke, or otherwise prevent the issuance of Referral Discounts in any suspected case of fraudulent use or misuse of this Referral Program. Referral Discounts are not valid or payable for self-referrals. The Referred Organization cannot be an owner, employee or affiliated with the Referring Organization. Spam, illegal emails; or bulk communications (e.g.; mass text blasts; automated postings on Internet forums/ instant messages/phone calls) are not permitted. Endorsements and promotions of the Referral Program are prohibited without the express written permission of Deskpro. All questions or disputes regarding eligibility, discounts, and rewards for the Deskpro Referral Program will be resolved by Deskpro in its sole discretion.

These Terms constitute the entire agreement between you and us with respect to the Deskpro Affiliate Program, and supersede all other communications between us in relation to your involvement in our Affiliate Program.

Neither you or we will incur any liability to the other for any loss or damage resulting from a delay or failure to perform any of these Terms (or any part of them) if the delay or failure is caused (whether in whole or in part) by events, occurrences, or causes beyond the control of that party, including without limitation acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.

These Terms are personal to you as our Affiliate and you may not assign or otherwise transfer any of your rights or obligations to anyone else. These Terms do not create, and shall not be construed as creating, any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any third party.

If we agree to waive any of, or any part of, these Terms then that waiver must be in writing to be effective. Any waiver by us of any of, or any part of, these Terms will not be considered a waiver of any subsequent breach of the same or any other provision of these Terms and failure, neglect or delay by you or us to enforce these Terms (or any of them) or any rights or remedies at any time will not be deemed to be a waiver of the rights under these Terms.

These Terms are governed by, and shall be construed in accordance with, the laws of England and Wales, whose courts shall have exclusive jurisdiction.

Thank you for being a Deskpro Affiliate!

Deskpro Affiliate Terms of Service