Terms and Conditions
WE, US, OUR, SISL: Samurai International Sportswear Limited
YOU, YOUR: The legal entity who are purchasing/in the process of purchasing goods from SISL.
Consumer: an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession
Once your order has been ‘Checked & agreed’ in writing (letter/fax/email) by YOU, it is deemed to be ‘CONFIRMED’. Once an order is CONFIRMED, the contract between us will have been formed and these terms will be become binding on YOU. YOU are obliged to accept delivery, pay the agreed price and adhere to the payment terms of the order. We are unable to make changes to a CONFIRMED order.
If YOU are a Consumer you have a legal right to change your mind and cancel the contract by notifying us in writing within 14 days of the date on which you receive the goods and request a refund. If you wish to exercise your right of cancellation, you are obliged to retain possession of the goods and take reasonable care of them. All items must be returned “as sold”; in a resalable condition, in their original packaging, swing tags and tickets attached and unused. We may reduce your refund to reflect any reduction in the value of the goods. Please however note that where YOU have ordered bespoke garments, “made to order”, personalised or customised goods then you will not be able to cancel any order once it has been CONFIRMED by us.
All designs and logos represented on SISL job sheets are for guidance only and are not to scale unless measurements have been added. Where YOU require the goods to comply with a particular specification YOU shall supply US with such specification at the time of placing the order and YOU should ensure that all measurements, logos and/or graphics are correct and accurate. WE shall in no way be responsible for any such errors or inaccuracies.
All risk in relation to the goods passes to YOU upon delivery but the title to the goods remains vested in SISL until ALL sums owed by YOU have been paid in full.
If no credit account is active; All orders below £1,000 will require 100% payment with the order confirmation and this forms part of the CONFIMATION process. For clarity, no goods will be ordered from our factory (bespoke) or picked from our warehouse (stock) until we have sight of cleared funds. All orders above £1,000 will require 50% payment with the order confirmation and the 50% balance payment prior to goods being despatched. For clarity, no goods can be despatched from our warehouse until we have sight of cleared funds paying the order in full. It is recommended that full and final payments are made in good time prior to the arrival/completion of goods to avoid us having to hold goods pending funds clearance.
Trade credit terms are available by separate negotiation. Please speak to your Account Manager if you wish to apply for a credit account. NOTE this application process normally takes 10-14 days to reach a conclusion.
Whilst the products supplied bear the SISL brand logo YOU cannot purport to represent or make any commitment on behalf of Samurai International Sportswear Limited.
The target delivery date is an estimated delivery date at the point of sale and WE shall endeavour to meet this. The, lack of raw materials, late or disadvantageous delivery of goods, conditions that constitute “Force Majeure” meaning an excusable delay, unforeseen circumstances proved to be beyond the reasonable control and without the fault or negligence of the Purchaser or SISL including but not limited to acts of God, natural disasters, fire, flood, explosions, earthquakes, accident, civil unrest, any act of the Government of the Purchaser or the Supplier, war, insurrection, embargo, actions of the other party, riots, or strikes affecting the Purchaser, the Supplier or the Customer. The parties non-compliance with any rule, regulation or government agency shall not constitute Excusable Delay, or the failure of the Purchaser to furnish necessary information or instructions for any reason whatsoever, release US from the agreed delivery dates, and if necessary, from the contracted responsibility for delivery.
Any goods requested to be shipped using British Forces Post Office (‘BFPO’) are done so at the risk of the customer. We shall in no way be liable to YOU for any claims, losses, damages or delay arising out of the use of BFPO services. Once the package/shipment has been scanned as received by the carrier it becomes the responsibility of that shipping provider and the BFPO directly to deliver it to the destination address and obtain a signature from the receiver.
SISL shall, under no circumstances whatever be liable to YOU whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with YOUR order.
SISL shall be not liable for any failure or delay in performing OUR obligations under these terms to the extent that such failure or delay is caused by an event beyond OUR reasonable control.
SISL reserve the right to split the supply of the ordered goods into more than one delivery.
If SISL have failed to comply with YOUR confirmed order instructions or the product is faulty we will happily exchange the product within a reasonable time scale.
Notification of an issue/fault/shortfall with an order must be made in writing to SISL within 7 days of delivery. The goods must be returned in unused condition in their original packaging and the cost of any loss, damage or reduction in value of the goods will be borne by the customer.
By confirming YOUR order you undertake to SISL that YOU have the right or full permission for any logos which are contained in YOUR order specification. We shall in no way be liable to any third party for YOUR unauthorised use of such logos or imagery and YOU hereby fully indemnify SISL against any such claim or liability.
The Consumer Rights Act 2015 provides that goods must be as described, fit for purpose and of satisfactory quality. If YOU are a Consumer you may be entitled to obtain a refund for any faulty goods that SISL supply within 30 days of purchase. After 30 days YOU may still in limited circumstances be entitled to a refund although only where SISL cannot repair or replace such goods. If YOU wish to exercise your legal rights to reject products as a Consumer YOU must send the goods back to us before we can process and repair, replacement or refund.
SISL will use the personal information YOU provide to us to supply the goods to YOU, to process your payment for the goods, and to give YOU information about similar products that SISL provide, but you may stop receiving this at any time by contacting SISL.
If YOU are a Consumer based within the EU you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with SISL. Details of this service can be found at www.ec.europa.eu/odr
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
These terms and all contracts between the parties shall be governed by English Law and YOU agree to submit to the exclusive jurisdiction of the courts of England and Wales.
If at any time you are dissatisfied with your Samurai Sportswear experience please contact us on +44 (0)1508 531 010 or email on email@example.com
In accordance with Consumer ODR Regulation, European based customers who are not satisfied with our complaint procedure about a product or service bought online at Samurai Sportswear can submit an online form via the Online Dispute Resolution website.
What is Samurai’s Limited Warranty policy?
As standard Samurai’s Garments have a 6 month limited product warranty against any manufacturing defects in the materials and the workmanship when in production, Samurai’s Super 6 garments are supplied with an extended 12 month guarantee.
If a product fails whilst under this warranty due to a manufacturing defect we will repair the product, without charge, or will replace your garment, at our discretion. We will only cover garments that are unaltered and unmodified under our policy.
Samurai’s warranty does not cover any damage caused by normal wear and tear, improper care, negligence and the natural breakdown of colours and materials over an extended time and the use of the product. If garments have been damaged and are not covered under this warranty they may be repaired for a cost and shipping will also be charged accordingly.
Samurai are not liable for any garment lost on return to the company. In order for us to provide repairs and carry out an evaluation all garments must be sent in a clean manner, if deemed in an unsuitable state these garments may be returned or charges for cleaning may be applied.
What does Samurai’s Limited Warranty mean?
Here at Samurai we put all our products through rigorous testing, ensuring that the garments we produce go above and beyond expectations. Due to the standard of testing carried out on your garment, it should be free of manufacturer defects for the first 6 months of practical use, and for our best selling Samurai Super 6 garments we have extended this to 12 months.
The practical duration of the product is determined by the amount and type of use of the garment and includes the care of the garment.
What is covered under the warranty?
Because we trust our garments we cover any manufacturing defects and any workmanship mistakes that may have occurred, we don’t cover any normal wear and tear.
Here at Samurai we define wear and tear as damage that is natural and occurs inevitably as a result of everyday use of that garment. Examples of this may include colour fading, piling and tears at seams and pockets from incorrect usage. Wear and tear also covers the general breakdown of the materials over the years.
Registering Your Warranty
When you receive your order we recommend that you register your product within 28 days of receiving the product.
Once you have purchased your garment and were you to make a claim we can easily check the purchase date of the product and the warranty expiration date.
How do I send my Garment in for a Warranty claim?
Download and fill in our Warranty Claims Form on our Product Claims page. Proof of defect and return postage of the defective product or grament will be required
How do I send my garment in for repair?
If you are having problems with your product due to a fault and to ensure your repairs are carried out efficiently before sending your product please contact us to provide you with a returns number. This can be done by contacting us on 01508 531010 or email firstname.lastname@example.org. Alternatively you can contact your sales executive and they will be able to guide you through the relevant steps.
Once you have been provided with a returns number please send your product in along with our Warranty Return Form to us at the following address for inspection by our dedicated team:
Returns, Samurai International Sportswear Ltd, Unit 11C Salamanca Rd, Long Stratton, Norwich, NR15 2PF
Will my Garment be repaired or replaced once returned to Samurai?
Once your garment is received, we will assess the problem. If your product is still under warranty and has become damaged due to a manufacturing fault in the materials or by the workmanship the first option will be to repair the item free of charge. However if your garment is unrepairable or the cost of the repair exceeds a new one we will in this case replace it. The quantity of garments will also have an influence on this and again dependant on the circumstances this will be free of charge.
How long will the repair or replacement process take?
We try and minimise the turnaround of faulty garments as we know that they may be needed urgently. If the garment simply needs to be repaired the turnaround is typically two weeks. However if the garment needed to be replaced, we typically estimate between 4-6weeks. In some cases we can get it back to you sooner. In some cases, it may take longer. Please be aware during peak season our turnaround time can be longer than six weeks.
What do repairs cost?
If your garments are not covered under the warranty, the costs of the repair can vary from one to another. This may depend on having to source materials to the length of the repairs. Once we have evaluated the repairs required to the garment we will contact you stating the final costs and obtain approval prior to repair. We may offer to replace your garment at a cost if not covered by warranty.
Bespoke garments are “made to order” and are based and created on customer approval of all order details provided to the Samurai sales team. Refunds/Returns for bespoke teamwear orders with an approved customer order will not be accepted.
Stock garments which have been altered and created with an approved customer order will not be accepted. Unaltered stock product will be able to be refunded or exchanged within 7 days of delivery. For unaltered stock products ordered online or by telephone you must notify us within 14 days of receipt of goods should you wish to return your items for an exchange or refund, and you must return goods within 14 days of notification – in line with the Consumer Contracts Regulations (2013) inforce in the UK.
In a situation where Samurai Sportswear has failed to comply with the approved customer order instructions through either errors, omissions or the product is faulty, we will more than happily exchange the product within 7 days of delivery.
Notification of an issue/fault with a bespoke order must be made by phone/email/fax/letter to Samurai Sportswear within 7 days of delivery. The product must be retained in an unused condition and the cost of any loss or damage of the product will be charged to the customer.
The standard warranty for garments manufactured by Samurai International is six months.
We do not accept and cannot process any returns without a returns number and accompanying documentation which will be provided after notification. Any items returned incorrectly will be subject to a reshipping and handling charge. To request a returns number please contact 01508 531010 or email email@example.com. Samurai does not bear the direct costs of returning goods as stated on our ordering notification. For your protection we recommend that you use a recorded delivery or courier service with adequate insurance cover as Samurai cannot be held responsible for goods not received.
The price of the products on our online store include VAT at the current rate but exclude delivery costs which will be added to the total amount due at the checkout stage. In the case of an obvious pricing error, Samurai International has the right to alter the price and is under no legal obligation to provide the product to you at the incorrect price, even after the Contract between us has been formed. This is if the pricing error we have is obvious and unmistakable and could have reasonably been acknowledged and recognised by you as an error.
If you have made a mistake in your order and you cannot correct it in the shopping cart, contact us and we will correct the mistake for you. You will receive an email confirming that we have received and are processing your order. It does not indicate that a contract exists between us. We will indicate acceptance of your order, and hence a contract between us, when we send you an invoice. We have included this term to protect us in the case that a mistake has been made in pricing, we have inadvertently under-priced goods, or we are no longer able to supply a particular product for some reason. In the case of a change of price, we will always contact you first to ensure that the price is acceptable.
The Samurai clearance section has a limited stock availability, during busy periods items unfortunately may have sold out before order fulfillment. On these rare occasions we will contact you within 3 working days with alternative options or process a full refund within 14 days.
We are committed to protecting your privacy. We will only use the information that we collect about you lawfully (in accordance with the Data Protection Act 1998).
We collect information about you for two reasons: firstly, to process your order and second, to provide you with the best possible service.
We may disclose your information to other members of our group of companies, and to our or their partners, associates, agents or subcontractors and to possible successors to our business. Some of these parties may reside outside the European Economic Area (which currently comprises the Member states of the European Union plus Norway, Iceland and Liechtenstein). If we do this, your information will be treated to the same standards adopted in the UK.
We will not email you in the future unless you have given us your consent.
We will give you the chance to refuse any marketing email from us in the future.
In order to buy online we will ask for certain personal information. The type of information we will collect about you includes:
• Telephone Number
• Email address
The information we hold will be accurate and up to date. You can check the information that we hold about you by emailing us or by managing your details through the ‘my account’ section. If you find any inaccuracies we will delete or correct it promptly.
If we intend to transfer your information outside the EEA (European Economic Area) we will always obtain your consent first.
We may use technology to track the patterns of behaviour of visitors to our site. This can include using a “cookie” which would be stored on your browser. Using cookies allows us at Samurai Sportswear to better understand general user behaviour, by telling us which parts of our website people have visited, and facilitate and measure the effectiveness of advertisements and web searches that are used. You can usually modify your browser to prevent access to Cookies from happening. The information collected in this way can be used to identify you unless you modify your browser settings.
If you have any questions/comments about privacy, please email us at firstname.lastname@example.org
To purchase teamwear directly from Samurai you must first open an account which you can do by clicking the link “Set up a new account”. Once your account has been activated you will be assigned an Account Manager and where appropriate, a discount rate which will be active immediately. If you are fortunate enough to be offered a discount rate you must make at least one purchase each calendar year to ensure this discount is not revoked. If you do not make a teamwear purchase (this does not include items from the online shop area of the website) in a particular calendar year you will still be able to order and your account will remain live, you will just have to re-apply for your discount rate and this will be assessed by your Account Manager.
1. Discounts apply to selected garments only. Where offers refer to stock items, these items are those designed and manufactured by Samurai International, unless otherwise expressly stated.
2. Samurai International reserves the right to increase, decrease or remove completely any offers at any time, without giving notice.
3. All offers are subject to availability.
4. Garments purchased are subject to standard terms and conditions of sale and unless otherwise expressly stated are not available in conjunction with any other offers or discounts.
5. All prices quoted in offers are in pounds sterling and exclude VAT. Items quoted in the Online Shop are inclusive of special offers at the current rate charged in the UK, where appropriate.
6. We make every effort to keep the prices up to date but we reserve the right to change prices at any time without notice.
7. Prices and promotions may vary or change due to external circumstances. We have no statutory obligation to sell goods at the price quoted if that price is incorrect.
8. Products will be available in limited quantities, sizes and colours. When stock of a special offer runs out we will no longer be able to supply that item at the special offer price. Nor will we be able to offer exchanges for special offers returned after stock has run out.
1. These Terms and Conditions, together with any rules specific to a competition, apply to all competitions promoted by Samurai International Sportswear Ltd, unless otherwise expressly stated. By entering a competition, entrants agree to be bound by these rules.
2. The competition is organised by Samurai International Sportswear Ltd, House of Samurai, Salamanca Road, Long Stratton, Norfolk. NR15 2PF.
3. In the event of any dispute regarding the rules, conduct, results and all other matters relating to a competition, the decision of Samurai International Sportswear Ltd shall be final and no correspondence or discussion shall be entered into.
4. To qualify to enter the competition you must be resident in the United Kingdom aged 18 years or over. Entrants under 18 years should seek parental permission prior to entering. The address you provide with your competition entry will be used to send any prizes, so please make sure this is correct.
5. Employees of Samurai International Sportswear Ltd its members, partners or any company involved in the competition, or members of their families or households, are not eligible to enter the competition.
6. Samurai International Sportswear Ltd reserves the right to disqualify any entrant if it has reasonable grounds to believe the entrant has breached any of the rules.
7. There is no purchase requirement to enter a competition, and there is no charge to register for use of the website.
8. Proof of entry, is not proof of receipt.
9. Entrants should note that unless stated otherwise, Samurai International Sportswear Ltd does not accept responsibility for the return of any entries, including those consisting of artistic or other material.
10. Prize winners will be chosen at random unless specified otherwise, from all qualifying entries within seven days of the competition closing date. Tie-breakers will be judged by Samurai International Sportswear Ltd, and if required by law, by an independent adjudicator. If Samurai International Sportswear Ltd is unable to make contact with any prize winners, via email or telephone communication, within a period of one calendar month from the point of first contact, it reserves the right to redraw the winner.
11. Competition winner(s) names may be published on the website and used for promotional purposes. For details of winners you can write to Competition Prize Winners, Samurai International Sportswear Ltd, House of Samurai, Salamanca Road, Long Stratton, Norfolk. NR15 2PF – naming the specific competition. Include a self-addressed stamped envelope for a list of winners.
12. Prizes are non-transferable and there is no cash alternative. Samurai International Sportswear Ltd reserves the right to substitute prizes of equal or greater value at any time.
13. All prizes are awarded at Samurai International Sportswear Ltd’s discretion.
14. Samurai International Sportswear Ltd does not, unless we agree this with you, claim any rights of ownership in your entry. As such, you retain ownership of your entry, although Samurai International Sportswear Ltd will be able to make use of, use or reproduce entries as we choose fit, without compensation.
15. Winners may be requested to take part in promotional activity, and Samurai International Sportswear Ltd reserves the right to use the names and addresses of winners/photographs of them in any publicity.
16. Any personal data relating to entrants will be used solely in accordance with current UK data protection legislation, and will not be disclosed to a third party.
17. The competition and rules will be governed by English law, and any disputes will be subject to the exclusive jurisdiction of the courts of England.
18. You can contact us in relation to any competition by writing to Competition Rules, Samurai International Sportswear Ltd, House of Samurai, Salamanca Road, Long Stratton, Norfolk. NR15 2PF.
Samurai Sportswear – Affiliate Agreement
The Samurai Sportswear affiliate programme is an important part of our business and we are committed to working with our affiliates in a fair and transparent way, and we hope that you will work with us in the same way.
This document serves as a legal formality, and has been written to provide an overview of our affiliate programme and to protect the Samurai Sportswear brand.
Any questions related to this document or the affiliate programme should be emailed through to email@example.com and we will respond to you as a matter of priority.
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SAMURAI INTERNATIONAL SPORTSWEAR LIMITED (www.samurai-sports.com)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Samurai Sportswear’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Samurai Sportswear’s web site (www.samurai-sports.com). Please note that throughout this Agreement, “we,” “us,” and “our” refer to Samurai Sportswear, and “you,” “your,” and “yours” refer to the affiliate.
- Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at samurai-sports.com/affiliates. Our approval process for new affiliates is a manual one and as such may take a short period of time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Samurai” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Samurai Sportswear or any other affiliated business.
2.2. As a member of Samurai Sportswear’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Samurai Sportswear’s web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Samurai Sportswear reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
- Samurai Sportswear’s Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Samurai Sportswear Affiliate Program.
3.2. Samurai Sportswear reserves the right to terminate this Agreement and your participation in the Samurai Sportswear Affiliate Program immediately and without notice to you should you commit fraud in your use of the Samurai Sportswear Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Samurai Sportswear shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice will be via email but can also be in the form of postal or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Samurai Sportswear’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Samurai Sportswear’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
You will receive a commission for sending Samurai Sportswear authorised sales via your links. In order to place links, you must first be approved by Samurai Sportswear to become an affiliate. You understand that the payout amount may be changed at any time. Full information about this, including any changes to these payment terms & conditions will be available to you in the Samurai Sportswear secure affiliate account pages. You are responsible for determining if the payout for a link you have placed on your site has changed or been discontinued. You receive the Commission from Samurai Sportswear. Payments are made automatically on the twentieth (20th) day of each month when your account balance reaches £50 or more for the previous months’ transactions. Money credited to your account does not accrue interest. In the event of a void transaction by Samurai Sportswear, Samurai will recover from you the corresponding commission previously credited to your account. The void commission will be immediately deducted from your account balance. In the event that your account balance is less than the void commission, the void commission will be deducted against your future earnings.
- Access to Affiliate Account
You will create a password so that you may enter the Samurai Sportswear secure affiliate account pages. From here you will be able to receive your reports that will describe our calculation of the commissions due to you.
- Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Samurai Sportswear could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Samurai Sportswear. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Samurai Sportswear so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. At all times, you must clearly represent yourself and your web sites as independent from Samurai Sportswear. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Samurai Sportswear Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns for keywords such as Samurai Sportswear, samurai-sports.com, Samurai Rugby, Samurai Rugby Kit, Samurai Sports, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Samurai Sportswear Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Samurai Sportswear products).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Samurai Sportswear’s site (i.e., no page from our site or any Samurai Sportswear content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Samurai Sportswear site in IFrames, hidden links and automatic pop ups that open Samurai Sportswear’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Samurai Sportswear’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Samurai Sportswear and the good will associated therewith will inure to the sole benefit of Samurai Sportswear.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Samurai Sportswear makes no express or implied representations or warranties regarding Samurai Sportswear service and the samurai-sports.com website, or the products or services provided therein. Any implied warranties of Samurai Sportswear ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error free, and will not be liable for the consequences of any interruptions or errors.
- Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
Samurai Sportswear will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or another legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further notwithstanding anything to the contrary contained in this agreement, in no event shall Samurai Sportswear’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.
You hereby agree to indemnify and hold harmless Samurai Sportswear, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Samurai Sportswear. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.