VIDRA Affiliate Programme Terms and Conditions

These terms govern your participation in the VIDRA Affiliate Programme (the "Programme") operated by Watts Garages (South East) Ltd, a company registered in England and Wales under number 08359707, whose registered office is at Ashdown Hurrey, 28 Wilton Road, Bexhill-on-sea, England, TN40 1EZ ("VIDRA", "we", "us").

By applying to the Programme you agree to these terms. If you do not agree, do not apply.

These terms are in addition to the VIDRA Terms of Service and Privacy Policy, which continue to apply to your use of the VIDRA platform.

You participate as an independent business. These terms do not create employment, partnership, agency, joint venture or franchise between you and VIDRA. You have no authority to bind VIDRA, incur obligations on its behalf, or represent yourself as its employee, agent or representative.

Affiliate / you means an individual or entity accepted into the Programme.

Affiliate Code means a unique code we issue to you. Affiliate Link means a URL containing your Affiliate Code.

Referred Customer means a new VIDRA user attributed to you under clause 5.

Qualifying Revenue means subscription fees actually collected by VIDRA from a Referred Customer in their first three billing months, net of discounts, refunds, chargebacks and applicable taxes.

Commission means the amount you earn under clause 6. Ledger means VIDRA's record of your Commission, which is the definitive record.

Connect Account means your Stripe Express account.

You must be at least 18 and have capacity to enter a binding contract.

You must hold a VIDRA account in good standing. Your Programme participation is linked to that account.

Application does not guarantee acceptance. We may accept or reject any application at our discretion and are not obliged to give reasons.

You must provide accurate information about your identity, promotional channels and audience, and keep it up to date. Materially false information is grounds for immediate termination and forfeiture under clause 12.4.

If rejected, you may reapply after ninety days, unless rejected for suspected fraud or breach, in which case you may not reapply.

We may decline or remove any Affiliate whose channels, audience or content we reasonably consider inconsistent with VIDRA's brand, at our discretion.

On acceptance we issue you at least one Affiliate Code. You may request additional Codes for different campaigns.

Codes and Links are personal to you and non-transferable. You must not sell, rent, share or transfer them.

We may deactivate any Code at any time. A deactivated Code stops attributing new customers; it does not affect Commission already accrued.

We grant you a limited, non-exclusive, revocable, non-transferable licence to use the VIDRA name and logo solely to promote VIDRA in accordance with these terms and any brand guidelines we publish. This licence ends immediately on termination. You acquire no other rights in our intellectual property.

You must not register, use or attempt to acquire any domain name, social media handle, app name or business name containing "VIDRA" or anything confusingly similar.

A person becomes your Referred Customer only if they are a new VIDRA user and, at the time they create their account, either they entered your Affiliate Code on the signup form, or they arrived via your Affiliate Link within the preceding ninety days and no other code was entered.

A code entered at signup takes precedence over any link previously clicked.

Tracking is applied once and is permanent. It cannot be added, changed, transferred or reassigned after the account is created. Existing VIDRA users can never be attributed.

Where more than one Affiliate could claim the same customer, our records determine attribution and our determination is final.

We have no obligation to attribute a customer who does not use your Code or Link, however they came to hear of VIDRA.

You earn Commission when a Referred Customer's first subscription payment is successfully collected. Free trials, zero-value invoices, failed payments, cancelled orders and credit-pack-only purchases earn nothing.

Commission accrues on Qualifying Revenue across the Referred Customer's first three billing months only. No Commission accrues from month four onward or on any renewal, upgrade or subsequent subscription.

Commission applies to subscription fees only. Credit pack purchases, marketplace transactions and any other VIDRA revenue earn no Commission.

Commission rates are based on your lifetime count of converted Referred Customers: Tier 1, 0-10 conversions, earns 20%; Tier 2, 11-50 conversions, earns 25%; Tier 3, 51+ conversions, earns 30%.

Tier changes apply prospectively only. Reaching a higher tier does not increase Commission already accrued. The rate applied to each Commission is fixed permanently at the moment it accrues.

Where a Referred Customer is charged in a currency other than your payout currency, we convert using an exchange rate determined at the time the Commission accrues. That rate is fixed and is not revisited if rates move.

We may agree a different rate with you in writing, which overrides the standard rates for so long as it remains in effect.

The Ledger is the definitive record of Commission. Figures shown in your dashboard are provided for information and may be adjusted to correct errors.

Commission is held in a clearing period of thirty days from accrual before becoming payable. This covers refunds, chargebacks and payment reversals.

If a payment giving rise to Commission is refunded, reversed, charged back or otherwise not retained by VIDRA, the corresponding Commission is reversed, whether or not the clearing period has ended and whether or not it has been paid.

A reversal after payment is deducted from your next payment. If no further Commission accrues, the amount is a debt due from you to VIDRA and we may require repayment.

We may extend the clearing period, or withhold any Commission, while we investigate suspected breach or fraud. We will act reasonably and without undue delay.

Payments are made through Stripe Connect. You must complete Stripe's onboarding, including identity verification and any tax information Stripe requires, before any payment can be made.

Commission accrues whether or not you have completed onboarding. It is held in your Ledger until you do. Nothing is lost by delay.

Your relationship with Stripe is governed by Stripe's own terms. VIDRA does not collect, hold or process your bank details. We are not responsible for Stripe's acts, omissions, delays or decisions, including any decision by Stripe to restrict or close your Connect Account.

Payments run monthly. We pay your payable balance where it equals or exceeds one hundred euros (€100). Below that, the balance carries forward.

We may withhold payment where onboarding is incomplete; Stripe has restricted your account; we are investigating suspected breach; you have not accepted a current version of these terms; or we are required to by law.

If your balance remains unpaid and dormant for a prolonged period we may contact you to resolve it. We will not forfeit accrued Commission without notice to you, save where clause 12.4 applies.

You are solely responsible for your own taxes, including income tax, social contributions and VAT or equivalent, arising from Commission.

Commission is stated exclusive of VAT. Where you are VAT-registered and VAT is properly chargeable, we will pay the applicable VAT on production of a valid VAT invoice or under a self-billing arrangement we agree with you.

You must give us and Stripe any tax information reasonably required. We may withhold payment until you do, or where withholding is required by law.

You must notify us if your VAT status or place of establishment changes.

We may be required to report information about you and your earnings to tax authorities, including under DAC7 or equivalent reporting rules. You consent to such reporting.

You must promote VIDRA honestly, lawfully and in good taste, and comply with all applicable law, including advertising, consumer protection, marketing and data protection law, and the rules of any platform you use.

You must clearly disclose your commercial relationship with VIDRA wherever you promote it, in the manner required by applicable law and platform rules. This is your responsibility, not ours.

You must not make false, exaggerated or misleading claims about VIDRA; give warranties or guarantees we have not published; bid on VIDRA trade marks without written consent; use spam, unsolicited messaging, bots or bulk distribution; use cookie stuffing, forced clicks, hidden iframes, adware, browser extensions, typosquatting or similar techniques; offer incentives unless agreed in writing; place Codes or Links on coupon, deal, cashback or voucher sites without written consent; promote VIDRA alongside adult, sexual, hateful, violent, illegal or otherwise unlawful content, or on channels whose primary audience is minors; use VIDRA in political campaigning without written consent; impersonate VIDRA, its staff or customers, or represent yourself as an official VIDRA channel, employee or spokesperson; register or use account names, handles, logos or artwork designed to be mistaken for VIDRA's own; disparage VIDRA or its customers; or procure artificial, fake or incentivised traffic or signups.

You must comply with the U.S. FTC Endorsement Guides and equivalent rules in your jurisdiction, including the UK CAP Code and EU consumer-protection rules. Every post, video, story, email or message promoting VIDRA must include a clear and conspicuous disclosure of your commercial relationship (for example "#ad", "paid partnership with VIDRA", or an equivalent phrase in the local language), placed where a typical viewer will see it before engaging with the content.

Self-referral is prohibited. You may not use your own Code, and you may not attribute to yourself accounts created by you, your household, anyone acting on your behalf, or any entity you control. Commission on such accounts is void.

You are responsible for all content you publish, including any produced using VIDRA.

We may suspend your participation, your Codes, your accrual or your payments, immediately and without notice, where we reasonably suspect breach, fraud, or unlawful conduct, or where required by law or by a payment provider.

During suspension no new attribution occurs and no payment is made. Suspension alone does not forfeit Commission already accrued.

We will investigate within a reasonable period and tell you the outcome. You must cooperate reasonably, including providing information about your promotional methods and traffic sources.

These terms begin when your application is accepted and continue until terminated.

You may leave at any time by notifying us at partners@vidra.media. We will pay Commission that is payable or subsequently becomes payable, subject to clauses 7 and 8, including the minimum threshold.

We may terminate your participation at any time on notice, for any reason. On termination other than under clause 12.4, Commission already accrued remains payable subject to clauses 7 and 8.

We may terminate immediately and forfeit all accrued and unpaid Commission where you have materially breached these terms, in particular clauses 10.3, 10.4 or 3.4, or where we reasonably determine that Commission arose from fraudulent, artificial or prohibited activity. We will notify you and give you a reasonable opportunity to respond.

On termination you must immediately stop using your Codes, Links and our trade marks, and remove them from your channels.

We may terminate or suspend the Programme in its entirety at any time on reasonable notice. Commission already accrued remains payable subject to clauses 7 and 8.

Clauses 7.3, 9, 12.5, 13, 14, 15, 16 and 17 survive termination.

We may change these terms or the Programme, including commission rates, tiers, the commission period, the clearing period and the payment threshold, at any time.

Changes apply prospectively only. They do not affect Commission already accrued. Commission accrued before a change is calculated under the terms in force when it accrued.

We will give you at least thirty days' notice of any change materially adverse to you, by email and in your dashboard. Continuing to participate after the notice period constitutes acceptance. If you do not accept, you may terminate under clause 12.2 and we will pay Commission accrued up to termination, subject to clauses 7 and 8.

We may require you to accept a new version before releasing further payments.

You must keep confidential any non-public information we give you about the Programme, our business, our customers or our performance, and use it only to participate in the Programme.

You must not disclose information about Referred Customers to anyone.

This does not apply to information that is or becomes public other than through your breach, or that you are required by law to disclose.

Each party complies with applicable data protection law.

We do not give you personal data about Referred Customers. Your dashboard shows aggregate figures only. You must not attempt to identify them.

Where you collect personal data in promoting VIDRA, for example an email list, you are the controller of that data and are solely responsible for your lawful basis, notices, consents and security.

We process your personal data in accordance with our Privacy Policy.

You acknowledge that we retain records of Commission and payments as financial records for the period required by law, including after you leave the Programme and notwithstanding any erasure request, as we are legally obliged to retain them.

The Programme is provided "as is". We do not guarantee any level of traffic, conversions, earnings, availability or continuity, and any figures we publish are illustrative, not a forecast or promise.

We are not liable for tracking failures, attribution failures, technical faults, third-party platform changes, or the acts or omissions of Stripe or any other third party, except to the extent caused by our negligence.

Nothing excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded.

Subject to the previous paragraph, we are not liable for loss of profit, loss of revenue, loss of anticipated earnings, loss of business, loss of goodwill, or any indirect or consequential loss, however arising.

Subject to the previous paragraphs, our total aggregate liability arising out of or in connection with these terms is limited to the total Commission paid or payable to you in the twelve months preceding the event giving rise to the claim.

You indemnify us against all claims, losses, damages, costs and expenses, including reasonable legal fees, arising from your breach of these terms, your promotional activity, your content, or your breach of applicable law.

You may not assign or transfer these terms. We may assign them to any group company or in connection with a sale of our business.

These terms, together with the VIDRA Terms of Service and Privacy Policy, are the entire agreement between us regarding the Programme and supersede any prior discussion or representation.

If any provision is held invalid, the rest remain in force. A failure to enforce any provision is not a waiver of it.

We may give notice by email to your account address or by posting in your dashboard. You give notice to partners@vidra.media.

No one other than you and us has any right to enforce these terms.

These terms and any dispute arising out of them, including non-contractual disputes, are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction.