Terms and Conditions

Socios Member Club

Terms & Conditions

WHEREAS:

  1. These Terms & Conditions apply to participants in the Socios Affiliate programme (the “Programme”).
  2. In these Terms & Conditions, “Company”, “we”, “us”, and “our” means Nirvana Global Limited a company registered in England under number 06431993 whose registered office is at: Nirvana Global Ltd, 85 Great Portland street, First Floor, London, W1W 7LT.
  3. In these Terms & Conditions, “Affiliate”, “you” and “your” means the individual or organisation that is applying to become a participant in the Programme and who will accept these Terms & Conditions upon joining the same.
  4. These Terms and Conditions herein contained will be deemed to form part of the Agreement you enter into with us and will be effective immediately upon signing and dating of the Agreement (the “Agreement”).

 

1. Definitions and Interpretation

 

1.1 In these Terms & Conditions the following terms shall have the following meanings:

 

“Business Day”means any day other than Saturday or Sunday that is not a bank or public holiday;
“Commencement Date”means the date of your acceptance;
“Commission Rate”means the percentage of commission paid on net sales revenue set out in Sub-clause 10.2;
“Confidential Information”means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under the Agreement;
“Current Term”means the Term that the Parties may be in at any given time;
“Direct Referral”means a sale to a customer who has been lead to Socios through your own app;
“Intellectual Property Rights”means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
“Registration Data”means the information provided by the Affiliate when registering for the enrolment in the Programme;
“Registered Email Address”means the email address of the Company as provided in the [email protected] or the email address of the Affiliate as provided in your Registration Data;
“Term”means the term of the Agreement, as defined in Clause 16 of these Terms & Conditions, during which you shall participate in the Programme under the terms and conditions set out in the Agreement.

 

2. Enrolment in the Programme

2.1 By enrolling in the Programme you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data within 7 business days of such changes taking place.

2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, you will be sent an Affiliate Agreement in email copy to sign and return to us. 

2.3 We may, at our sole discretion, review your account following your acceptance of these Terms & Conditions.  You will be informed within 15 Business Days of the outcome of your application.  

2.4 Enrolment in the Programme is dependent on you providing all personal details as requested.

2.5 We may, in our sole discretion, choose to reject any enrolment to the Programme for any reason (and are under no obligation to disclose such reasons).  Reasons for which enrolment to the Programme may be rejected include, but are not limited to content on your Socios  that:

2.5.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;

2.5.2 facilitates or promotes violence, terrorism, or any other criminal activity;

2.5.3 is sexually explicit; or

2.5.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.

3. Company / Affiliate Relationship

3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.

3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.

4. Customer Referral Requirements

4.1 Terms & conditions relating to the referral of customers to us via links on your Socios can be found on our website at https://www.sociosnetworks.com

4.2 We reserve the right to alter such terms & conditions at any time and will provide 15 Business Days’ written notice to you of any such alteration.

5. Orders

5.1 We reserve the right to reject any orders that do not comply with the customer referral requirements detailed in Clause 7 of these Terms & Conditions.

5.2  It shall be our full responsibility to ensure that all orders are completed. We shall be responsible for order entry, payment processing, handling, shipping, cancellations, returns and all subsequent customer service. You shall have no further involvement with the customer or the completion of the transaction and all customers will be made aware of the same.

6. Affiliate Sales Reporting

6.1 We will track the following elements of all sales:

6.1.1 origin;

6.1.2 volume; and

6.1.3 revenue generated.

6.2 Full reports of all sales generated through the links on your website will be available in your Socios. We reserve the right to alter the form and content of such reports without notice.

7. Orders

7.1 You will be paid commission at the rate of $1USD per user per month up to a maximum of seven tiers of user of sales generated through your Socios.

7.2 Full reports of all sales generated through the links on your website will be available in your Socios. We reserve the right to alter the form and content of such reports without notice.In the event that a customer cannot be tracked, no commission will be paid.

7.3 Commission shall be calculated only once we have received payment in full from the customer. Only once payment has been received in full will sales be logged in your Socios.

7.4 A confirmed bank account must be registered with Socios before commission will be accumulated or paid to any user. Commissions can only be calculated for payment once a bank account is registered and confirmed.

7.5 Commission shall be paid to you starting from the 15th of each relevant month 10 weeks thereafter as follows, to a 10 week schedule.

 

  • January commissions paid out 10 weeks thereafter.
  • February commissions paid out 10 weeks thereafter.
  • March commissions paid out 10 weeks thereafter.
  •  April commissions paid out 10 weeks thereafter.
  • May commissions paid out 10 weeks thereafter.
  • June commissions paid out 10 weeks thereafter.
  • July commissions paid out 10 weeks thereafter.
  • August commissions paid out 10 weeks thereafter.
  • September commissions paid out 10 weeks thereafter.
  • October commissions paid out 10 weeks thereafter.
  • November commissions paid out 10 weeks thereafter.
  • December commissions paid out 10 weeks thereafter.

 

In the event of any refunds issued for any reason including, but not limited to, fraud and where such refunds are not incurred through any fault of ours, you may be contacted to arrange for the repayment of any related commission.

 

7.6 Any and all commission paid to you shall be based on sales revenue less any tax due; however you may still be liable to pay tax on your commission. By accepting these Terms & Conditions you hereby acknowledge that you are solely responsible for the payment of tax on any income you may generate through your involvement in the Programme.

7.7 We reserve the right to modify our Commission Rates at any time. You will be given 30 Business Days’ prior written notice (the “Notice Period”) of any such change. You will be given the option to opt out of the Programme within the Notice Period and will, on the exercise of that option, be paid any Commission due to you [notwithstanding the total commission earnings requirement set out in Sub-clause 10.6 above].

8. Trade Marks

8.1 Upon your entry into the Programme, we shall grant to you a non-exclusive, non-transferrable, royalty free licence to use our trademarks, such trademarks being detailed in Schedule 1 to the Agreement and at https://www.sociosnetworks.com (our “Trade Marks”).

8.2 You may use our Trademarks only to the extent required to establish links and perform your obligations as an Affiliate under these Terms & Conditions.

8.3 In the event that you wish to use our Trademarks for any purposes outside of these Terms & Conditions you must not do so without prior written consent, such consent not to be unreasonably withheld.

8.4 By accepting these Terms & Conditions you hereby agree that:

8.4.1 our Trademarks shall remain the property of Nirvana Global Limited unless and until we assign those marks to a third party;

8.4.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our TradeMarks on you; and

8.4.3 you shall not contest the validity of our trade marks.

9. Intellectual Property

9.1 Unless otherwise expressly indicated and subject to Sub-clause 12.3 below, we are the sole and exclusive owners of all Intellectual Property Rights (“IPRs”) in our website including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of the site. We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.

9.2 We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, such material including any supporting documentation.

9.3 Unless otherwise expressly indicated, all IPRs in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

9.4 All rights reserved ® Nirvana Global Ltd (Socios networks) Great Portland street, First Floor, London, W1W 7LT.

10. Affiliate Warranties and Indemnity

10.1 In accepting these Terms & Conditions you hereby warrant and acknowledge that:

10.1.1 You do not use Socios’ name in a way that:

  1. is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
  2. facilitates or promotes violence, terrorism, or any other criminal activity; or activities / content deemed unsuitable.
  3. is sexually explicit; or
  4. infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.

10.1.2 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;

10.1.3 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and

10.1.4 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.

10.2 By accepting these Terms & Conditions you agree that you shall indemnify us in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by us as a result of, or in connection with:

10.2.1 breach of any warranty given by you;

11. Disclaimers

11.1 We make no warranty or representation that our website, the Programme, or any goods sold through the Programme will meet your requirements or those of your visitors, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.

11.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Programme.

11.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.

12. Liability

12.1 We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.

12.2 Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms & Conditions or the Agreement shall be limited to £Nil.

12.3 Notwithstanding any other provision in these Terms & Conditions, our liability to you for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.

13. Term and Termination

13.1 These Terms & Conditions and The Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of the duration from that date (the “Initial Term”). Following the Initial Term, your enrolment in the Programme shall be renewed automatically for successive periods unless your monthly subscription to the Socios App is not paid

13.2 Should your monthly subscription to Socios be cancelled you shall immediately terminate any right to future reward payments.

13.3 Either Party may terminate the Agreement by giving 30 Business Days’ prior written notice to the other:

13.3.1 at any time where the other Party has committed a material breach of these Terms & Conditions or the Agreement and such breach has remained unremedied 30 Business Days after receiving written notice of that breach; or

13.3.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.

13.4 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least 30 Business Days before the end of the Current Term.

13.5 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions.

13.6 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.

13.7 In the event that we terminate the Agreement in accordance with Sub-clause 13.2.1, any Commission owed to you at that time shall be forfeited.

14. Confidentiality

14.1 Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:

14.1.1 at the time of its acquisition was in the public domain; or

14.1.2 at a later date comes into the public domain through no fault of the Receiving Party.

14.2 Each Party hereby agrees and undertakes:

14.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;

14.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and

14.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.

15. Force Majeure

Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

16. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable throughout the terms of the Agreement, then those provisions shall be deemed as no longer forming part of these Terms and Conditions but their deemed removal will not invalidate the remainder of the Terms and Conditions which shall remain in full force and effect for the duration of the Agreement.

17. Notice

Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party’s Registered Email Address with a hard copy of the same to be sent by first class post to the addresses detailed at the head of these Terms & Conditions or as provided by you during your registration for the Programme within 7 Business Days of the email.

18. Confidentiality

18.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Programme or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.

18.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.

19. General

19.1 No Waiver

The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

19.2 Non-exclusivity

The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.

 

19.3 Non-assignment

You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.

20. Dispute Resolution (Arbitration)

It shall be agreed that where any dispute or difference relating to the Agreement or these Terms & Conditions arises between the Parties that matter shall be referred to the arbitration of a single arbitrator to be agreed between the Parties.

21. Socios private network club – coverage and connectivity.

The Socios requires an internet connection to communicate; these internet connections are provided by third party cellular networks and providers and may result in outages from time to time, Socios provides connectivity to its applications and cannot be held responsible for any losses by businesses or individuals using the Socios. Socios do not accept liability for any internet breakdown or connectivity issues.

22. Socios private network club – connecting you with other private Socios users.

We provide ways for you to communicate with other Socios users including through messages, voice and video calls, sending images and video, showing your status, and sharing your location with others when you choose. We may provide a convenient platform that enables you to send and receive money to or from other users across our platform. Socios works with partners, service providers, and affiliated companies to help us provide ways for you to connect with their services. We use the information we receive from them to help operate, provide, and improve our Services. Socios operates a strict policy in line with UK GDPR and does not hold customers credit card details or banking information.

23. Socios private network – international usage.

The Socios application & network enables communications between private Socios users worldwide and is not responsible for any content deemed unsuitable in the country of use, information such as video, audio, internet content, and linking, can be shared and advertisements for products and services can be promoted across the network. Socios provides only conferencing and communications between private Socios users and reserves all right to cancel a user’s account and content or remove content that is found to be unlawful or none compliant, in all instances without notice to the user.

24. Protect Data & Comply with the Law in the country of use.

You are responsible for and must secure all necessary notices, permissions, and consents to collect, use, and share people’s content and information, including maintaining a published privacy policy, and otherwise complying with applicable law. The Affiliates will not use any data obtained from us about a person you message with in the Socios or network, other than the content of message threads, for any purpose other than as reasonably necessary to support messaging with that person. The Affiliates will not share or ask people to share full length individual payment card numbers, financial account numbers, personal ID card numbers, or other sensitive identifiers. The Affiliates will not use Socios to send or request any health information, if applicable regulations would limit distribution of such information to systems that do not meet heightened requirements to handle health information. Additionally, Socios and its networks is not intended for telemedicine use. The Affiliates may not forward or otherwise share information from a customer chat with any other customer.

25. Prohibited Organizations & Use.

We prohibit organizations and/or individuals engaged in terrorist or organised criminal activity from using the Socios private network or business products

We prohibit the use of the Socios private network to facilitate or organise criminal activity, including exploiting or causing physical, financial, or other harm to people, businesses, or animals.

26. Law and Jurisdiction

These Terms & Conditions and the Agreement shall be governed by the laws of England and Wales.

[Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of England and Wales.]