Coachwise: Your order helps develop and advance sport

Affiliate Programme Terms and Conditions

These terms and conditions are applicable to the Coachwise 1st4sport Affiliate Programme provided by

(1)

COACHWISE LIMITED (company number [ 2340767 ] whose registered office is at Chelsea Close, Off Amberley Road, Armley, Leeds, LS12 4HP ("we, us, our") and provided to

(2)

the person who has applied to join the Coachwise 1st4sport affiliate programme, has been accepted by us, and is bound by these terms and conditions (the "Affiliate").

1

DEFINITIONS

1.1

In this Agreement following expressions shall have the following meanings unless the context otherwise requires.

"Affiliate Website"

means any internet website operated by the Affiliate accepted on to the Coachwise 1st4sport affiliate programme under these terms and conditions.

"Commission"

means a sum equivalent to 5% of the Customer Income received by us in each Quarter during the continuance of this Agreement;

"Confidential Information"

means the terms of this Agreement, the content of the Software and all information disclosed to the Affiliate by us relating to the Coachwise 1st4sport Website and the Software whether prior to, in contemplation of or after the date of this Agreement (in respect of which Confidential Information we shall be termed the Discloser) and any other confidential information disclosed by one party ("the Discloser") to the other ("the Recipient") disclosed in connection with this Agreement by way of example but not by limitation relating to the development, manufacture, promotion and/or sale of the Merchandise through the Coachwise 1st4sport Website;

"Customer Income"

means the invoiced ex-works sales value of the Merchandise in an arm's length transaction between us and a User that has been introduced to us by the Affiliate through the Affiliate Website exclusively for money after deduction of:

(a)

normal volume discounts actually granted but not including any discounts linked directly or indirectly in any way to payment terms;

(b)

any credits actually given by us for defective goods (not exceeding the amount of any original billing);

(c)

any Value Added Tax or other sales tax;

(d)

any charges in respect of transport or insurance included therein;

(e)

any allowances, discounts, rebates or returns in respect thereof; and

(f)

any payments made by us to credit or debit card companies by way of commission or otherwise in respect of any transaction with a User.

"Domain Name"

means "1st4sport.com" and/or any other domain name included by us as part of the Coachwise 1st4sport affiliate programme;

"Intellectual Property Rights"

means all and any intellectual property rights whatsoever and howsoever arising vested in us from time to time in respect of the Coachwise 1st4sport affiliate programme, the Coachwise 1st4sport Website and the Domain Name including, without limitation all patents, trade marks or rights to bring an action for passing off, copyright, Database Rights, and any equivalent rights in any other parts of the world;

"Merchandise"

means such products [and/or services] as we may from time to time advertise for sale on the Website; "Quarter" means each period of three months ending on 28 February, 31 May, 31 August or 30 November;

"Software"

means the software written by us or on our behalf, and as may from time to time be amended by us, which makes the Coachwise 1st4sport Website available for access and use by any User through a hyperlink from the Affiliate Website;

"Users"

means users of the Affiliate Website from time to time;

"Coachwise 1st4Sport Website"

means any website accessed through the Domain Name created by us to promote and sell Merchandise to Users;

"Writing"

includes e-mail (subject to clause 10 below), facsimile transmission and comparable means of communication, such communication to be between authorised personnel of both Us and the Affiliate.

2

JOINING THE COACHWISE 1st4Sport AFFILIATE PROGRAMME

2.1

The Affiliate's application to join the Coachwise 1st4sport affiliate programme must have been completed correctly, been correctly submitted to us for approval, and has been accepted by us before the Affiliate may exercise any of the facilities available as part of the Coachwise 1st4sport affiliate programme. The application process can be accessed on Coachwise 1st4sport Website. You must as part of that application programme agree to be bound by the terms and conditions applicable to the Coachwise 1st4sport affiliate programme.

2.2

In consideration of the acceptance and performance by the Affiliate of its obligations under this Agreement, we give the Affiliate the non-exclusive right to advertise and promote the Merchandise and the Coachwise 1st4sport Website to Users and to seek potential purchasers of Merchandise through the Coachwise 1st4sport Website and hereby grants to the Affiliate on a non-exclusive Licence to use the Software for the purposes only of providing access to the Coachwise 1st4sport Website to Users from the Affiliate Website subject to the terms and conditions of this Agreement.

2.3

For the avoidance of doubt, nothing in this Agreement shall operate to prevent us from giving any other person, firm or company the non-exclusive rights to promote the Merchandise and to seek and obtain potential purchasers of Merchandise or to prevent us from licensing any other person, firm or company to use the Software for any purpose whatsoever.

3

AFFILIATE'S DUTIES

3.1

The Affiliate shall use its best endeavours to advertise, promote and market the Merchandise on the Affiliate Website to obtain potential purchasers of Merchandise in the Territory and shall include an icon on the Affiliate Website for the purpose of bringing the hyperlink from the Affiliate Website to the Coachwise 1st4sport Website to the Users' attention.

3.2

The Affiliate shall conduct the promotion and marketing of the Merchandise on the Affiliate Website with all due care and diligence and shall operate the Affiliate Website so as to cultivate and maintain good relations with Users in accordance with sound commercial principles.

3.3

The Affiliate shall on the Affiliate Website and in relation to the performance of its duties under this Agreement:

3.3.1

describe itself as operating "in association with Coachwise 1st4sport";

3.3.2

not hold itself out, or permit any person to hold it out, as being authorised to enter into contracts or any other legal obligations either on behalf of, or which bind, us in relation to the sale and/or distribution of the Merchandise in any way; and

3.3.3

not do any act which might reasonably create the impression that it is so authorised.

3.4

The Affiliate shall from time to time or when requested to do so by us keep us fully informed of the Affiliate's promotional and marketing activities in respect of the Merchandise conducted through the Affiliate Website. The Affiliate shall not engage in any conduct that in the our opinion is prejudicial to our business or the marketing of the Merchandise generally.

4

LINKS TO THE AFFILIATE WEBSITE

4.1

The payment of any Commission to an Affiliate as part of the Coachwise 1st4sport affiliate programme is strictly conditional on the Affiliate setting up any permitted link as required by and in accordance with these terms and conditions and in particular under clause 4.2 and 4.3;

4.2

The Affiliate may not and agrees that it will not set up any other link to the Coachwise 1st4sport Website than a link permitted under these terms and conditions and in particular under clause 4.3;

4.3

The Affiliate may link the Affiliate Website to the Coachwise 1st4sport Website in the following ways PROVIDED THAT the Affiliate strictly adheres to the procedures and conditions specified by us from time to time for establishing any particular link when any such link is set up and during the whole of the time such link is available for any User of the Affiliate Website. The links which an Affiliate may set up are either a link directly to an item of Merchandise on the Coachwise 1st4sport Website or a link to the home page of the Coachwise 1st4sport Website in each case were such link is set up and operated under the procedures and conditions specified by us and which are available on the Coachwise 1st4sport Website.

5

OUR RIGHT TO SUSPEND ANY LINKS

5.1

The Affiliate warrants that it does not and will not use, or allow or authorise the use of, the Affiliate Website to receive, store, transmit, allow access to or otherwise communicate, or reproduce any material including images which in our reasonable opinion are or are likely to be illegal, unlawful, or in breach of applicable regulations or any recognised industry standards and/or codes of conduct. Such materials including images will be by way of illustration and not by way of limitation, the following types of material:

5.1.1

offensive, abusive, indecent, obscene, pornographic, defamatory, menacing or violent;

5.1.2

the publication of which would be in breach of confidence and/or privacy;

5.1.3

its publication would be an infringement of copyright, trade marks or any other intellectual property rights of any person.

5.2

We may forthwith cease either temporarily or permanently making available the Coachwise 1st4sport affiliate programme and/or the operation of any links from the Affiliate Website to the Coachwise 1st4sport Website from time to time if we reasonably consider any material on the Affiliate Website or accessed by using such Affiliate Website or any other website of the Affiliate is or might be illegal or unlawful or of the type referred to in clause 5.1. We will notify the Affiliate that we have or intend to do so. Wherever it is legally or otherwise prudent to do so, we will give the Affiliate such notice before we cease making available the Coachwise 1st4sport affiliate programme and/or the operation of any links from the Affiliate Website to the Coachwise 1st4sport Website.

6

OUR OBLIGATIONS

6.1

We shall make the Software available to the Affiliate for the purpose of providing Users with access to the Coachwise 1st4sport Website from the Affiliate Website during the term of this agreement and so long as the Affiliate observes these terms and conditions. Nothing in Coachwise 1st4sport affiliate programme, any of its procedures and conditions, or this Agreement shall be relied upon by the Affiliate as being any agreement , representation or warranty by us as to the operation or availability or the continued operation or availability of the Coachwise 1st4sport Website at any particular time for use by Users.

6.2

We agree subject to these terms and conditions to fulfil any order for Merchandise that it accepts from a User.

6.3

We shall be entitled:

6.3.1

notwithstanding the provisions of clause 6.2 above, for any reason to reject any order for Merchandise that it receives from a User; and

6.3.2

from time to time to extend the range of Merchandise, or discontinue the same; without any liability to the Affiliate.

6.4

We agree to keep true and accurate records of Customer Income received by us which shall contain all data necessary for the determination of payments of Commission payable under clause 7.3 below

7

PAYMENTS

7.1

All contracts for the purchase of Merchandise obtained from access to the Coachwise 1st4sport Website through the Affiliate Website shall be made between Users and us on our standard terms and conditions of sale and supply as amended from time to time.

7.2

We shall be solely responsible for collecting payments from any User in respect of its purchase of Merchandise where that purchase has been received by us from access to the Coachwise 1st4sport Website through the Affiliate Website.

7.3

We shall not less than 30 days after the end of each Quarter send to the Affiliate

7.3.1

a statement (the "Statement") setting out full details of the Customer Income received by us during the immediately preceding Quarter and the Commission due (if any) and payable to the Affiliate in that preceding Quarter; and

7.3.2

payment of such Commission due (if any) to the Affiliate pursuant to the terms of this Agreement for such Quarter .

7.4

We shall be entitled upon request to the Affiliate in Writing to the repayment of, and the Affiliate agrees to repay to us within 30 days of receipt of such a request, any part of any Commission that has been paid to the Affiliate where that part of the Commission corresponds to any payment made by or due from a User to us that has been cancelled or refunded by us to the User for any reason. We may deduct the amount of any such repayment request from any monies payable by us to the an Affiliate.

8

INTELLECTUAL PROPERTY RIGHTS

8.1

The Affiliate shall leave in place and shall not amend any intellectual property rights notices, such as copyright notices and other reservations of rights, in relation to the Coachwise 1st4sport Website, our business and trade marks, and/or in or on the Software and shall include such notices in the Affiliate Website, where appropriate, to indicate to Users that the Affiliate is using the Intellectual Property Rights under licence from us.

8.2

Nothing in this Agreement will be construed as a representation or a warranty by us as to the validity or scope of any intellectual property rights in the Merchandise or that the performance of the Affiliate's obligations under this Agreement is and will be free from infringement of the intellectual property rights of third parties.

8.3

The Affiliate shall not acquire any right or interest in or in respect of the Software, the Coachwise 1st4sport Website or the Domain Name by virtue of the performance of its obligations under this Agreement.

9

CONFIDENTIALITY

9.1

The Recipient agrees to maintain confidential all Confidential Information, to use the Confidential Information exclusively for the purpose of this Agreement, to disclose it only to those of its employees to the extent that such disclosure is necessary for that purpose and not to disclose the Confidential Information to any other party without the prior consent in Writing of the Discloser.

9.2

The obligations in this clause 9 on the Recipient to keep the Confidential Information confidential will not apply in respect of any Confidential Information in the following circumstances:

9.2.1

if the Recipient can prove that such Confidential Information was already in its possession before the disclosure to it by the Discloser;

9.2.2

that the Confidential Information is hereafter disclosed to the Recipient without any obligations of confidence by a third party who has not derived it directly or indirectly from the Discloser;

9.2.3

that the Confidential Information is or becomes generally available to the public through no act or default of the Recipient or its employees.

10

VALIDITY OF ELECTRONIC MAIL DOCUMENTS AND OTHER ELECTRONIC DATA

10.1

The Affiliate agrees that:

10.1.1

this Agreement and any document and other data shall not be denied legal effect, validity or enforceability solely on the grounds that they are displayed or transmitted electronically by us to the Affiliate or from the Affiliate to us using any means of electronic communication including the Internet and accepted electronically over the Internet;

10.1.2

a document or other data sent by any means of electronic communication including the Internet shall not have legal effect, validity or enforceability unless and until all the required information being communicated or intended to be communicated is received in one transmission by one of the parties and such receipt is acknowledged to the other;

10.1.3

if not acknowledged, then the document or other data sent by any means of electronic communication including the Internet will be treated as never having been sent. Notwithstanding this, we may in our absolute discretion recognise and act upon any document or other data sent by any means of electronic communication including the Internet which has not been acknowledged; and

10.1.4

the time of receipt by either party of all the required information being communicated or intended to be communicated will be the time at which all the required information sent electronically in one transmission by one of the parties enters the system set up by or on behalf of the other.

10.2

For the purposes of this clause any means of electronic communication shall not include any transmission by a fax system from one party to the other.

11

FORCE MAJEURE

11.1

Neither party will be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, strikes, lock outs, acts of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other cause beyond the control of either party ("Force Majeure Events"). If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of a Force Majeure Event such party will give written notice to the other of such inability stating the cause in question and the date on which such cause commenced. The operation of this Agreement will be suspended during the period (and only during the period) in which the cause of the Force Majeure Event continues to have effect. Forthwith upon the cause ceasing to have effect the party relying upon it will give written notice thereof to the other.

11.2

The Affiliate hereby agrees that the non-operation or non-availability of the Coachwise 1st4sport Website for any period of time other than by reason of an act or omission directly attributable to us shall be regarded as a Force Majeure Event for the purposes of clause 11.1 above.

12

LIMITATION OF LIABILITY THE AFFILIATE'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 12.

12.1

The following provisions set out our entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Affiliate in respect of:

12.1.1

any breach of its contractual obligations arising under this Agreement or any contract entered into with a User that has been introduced to it by the Affiliate pursuant to the terms and conditions of this Agreement;

12.1.2

any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement or any contract of the type referred to in clause 12.1.1 above.

12.2

Any act or omission by us or our employees agents or sub-contractors falling within clause 12.1 above shall for the purposes of this clause 12 be known as an "Event of Default".

12.3

Our liability to the Affiliate for death or injury resulting from its own or that of its employees' agents' or sub-contractors' negligence shall not be limited.

12.4

Subject to the limits set out in clause 12.5.1 below We shall accept liability to the Affiliate in respect of damage to the tangible property of the Affiliate resulting from our negligence of our employees, agents or sub-contractors.

12.5

Subject to clause 12.3 above, we shall not be liable to the Affiliate in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Affiliate as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of the Affiliate incurring the same.

12.6

If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

12.7

The Affiliate hereby agrees to afford us not less than 30 days (following notification thereof by the Affiliate) in which to remedy any Event of Default hereunder.

12.8

Except in the case of an Event of Default arising under clause 12.3 above, we shall have no liability to the Affiliate in respect of any Event of Default unless the Affiliate shall have served notice of the same upon Us within 1 year of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

12.9

Nothing in this clause 12 shall confer any right or remedy upon the Affiliate to which it would not otherwise be legally entitled.

13

INFRINGEMENT

13.1

The Affiliate shall as soon as possible provide us with full particulars in Writing of any use or proposed use, sale or advertisement by any other person, firm or company of any product or the use of any trade name, trade mark or get up of goods or mode of promotion or advertising including any unauthorised link to any item of Merchandise on the Coachwise 1st4sport Website or to the Coachwise 1st4sport Website which amounts to or might amount to infringement or other misuse of the Intellectual Property Rights and/or the Coachwise 1st4sport Website or any part of it.

13.2

The Affiliate shall at our request give full co-operation to Us in any action, claim or proceedings brought or threatened in respect of the Intellectual Property Rights and We will meet any reasonable expenses incurred by the Affiliate to third parties in giving such assistance.

13.3

The Affiliate shall have no right to make any demands or claims, bring suit, effect any settlement or take any other action in respect of the Intellectual Property Rights.

13.4

The Affiliate shall co-operate with Us both during the term of this Agreement and thereafter in protecting our exclusive title to the Intellectual Property Rights and to the registration thereof and will lend all assistance to Us and will within 7 days of being requested by Us to do so execute all documents which may be necessary to register any of the Intellectual Property Rights as We may seek to register in its name or that of its nominee.

14

DURATION AND TERMINATION

14.1

The rights granted by this Agreement will come into force on the date of this Agreement and will continue in effect unless terminated by either party pursuant to the provisions of this clause 14 or by either party giving one months notice in Writing to the other.

14.2

Either party will be entitled forthwith to terminate this Agreement by notice in Writing to the other if:

14.2.1

that other party commits any material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 14 days after receipt of a notice in Writing giving full particulars of the breach and requiring it to be remedied;

14.2.2

an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;

14.2.3

that other party makes a voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt;

14.2.4

that other party goes into liquidation (except for the purposes of a bona fide solvent amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

14.2.5

that other party ceases or threatens to cease to carry on business;

14.2.6

anything analogous to any of the above takes place in accordance with the laws of another jurisdiction.

14.3

We will be entitled to terminate this Agreement by notice in Writing to the Affiliate if:

14.3.1

the Affiliate is or has been at any time in breach of the terms and provisions of clause 5.

14.3.2

the Affiliate undergoes any material change of control or of ownership or purports to assigns its rights under this Agreement to a third party; or

14.3.3

the Affiliate infringes any of the Intellectual Property Rights.

14.4

Any waiver by either party of a breach of any provision of this Agreement will not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

14.5

The rights to terminate this Agreement pursuant to this clause are without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

14.6

Upon termination of this Agreement for any reason subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination neither party will have any further obligation to the other under this Agreement.

15

EFFECT OF TERMNATION

15.1

Forthwith on termination of this agreement, the Affiliate will

15.1.1

remove any indication of any kind whether on the Affiliate Website, on any advertising or promotional material or in any other way of any link or association between the Affiliate and/or the Affiliate Website and us and/or the Coachwise 1st4sport Website;

15.1.2

do all things necessary to disable any links between the Affiliate Website and the Coachwise 1st4sport Website;

15.1.3

cease in any way to promote or advertise or use any advertising or promotional material which promotes and/or advertises any association between the Affiliate and/or the Affiliate Website and us and/or the Coachwise 1st4sport Website.

16

NOTICES AND SERVICE

16.1

Any notice required to be given hereunder by either party to the other will be in Writing and will be served by sending the same registered or recorded delivery post to our address given herein and to the Affiliate at the address supplied in its application to join the Coachwise 1st4sport affiliate programme or such other address as that party may have previously notified in Writing to the party giving notice as its address for such service. Alternatively, by facsimile transmission or e-mail using such facsimile transmission number or e-mail address as either party shall have previously notified in Writing to the party giving such notice as its facsimile transmission number or e-mail address for such service.

16.2

All notices, documents, communications and other data to be provided in or under this Agreement will be in the English language unless otherwise agreed.

16.3

Service of any legal proceedings concerning or arising out of this Agreement will be effected by causing the same to be delivered to the party to be served at the address shown in this Agreement or its registered office or such other address as may from time to time be notified in Writing by the party concerned.

17

ASSIGNMENT

17.1

The Affiliate will not assign, transfer, sub-contract or in any other manner make over to any third party the benefit and/or burden of this Agreement without our prior consent in Writing. We may assign the benefit and burden of this Agreement to any party and We will use all reasonable endeavours to procure that such assignee, if the Affiliate so requires, will enter into an agreement with the Affiliate on the same terms mutatis mutandis as those contained in this Agreement.

17.2

In the event of an assignment this Agreement will be binding upon such successor or assignee and the name of a party appearing herein will be deemed to include the names of any such successor or assignee.

18

APPLICABLE LAW AND JURISDICTION

18.1

This Agreement will be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the English Courts.