Data Freelance Hub Affiliate Agreement

This Affiliate Agreement ("Agreement") is entered into by and between Data Freelance Hub (hereinafter referred to as "DFH" and/or “Company”), a trading name of Ashley Copp Consulting Limited, a UK based Company, and the individual or entity participating in the Company's affiliate program ("Affiliate").

A person may become an affiliate by invitation from DFH or by requesting an invitation by emailing DFH or submitting an application via the DFH website. 

These terms were last updated on: 29/05/2024

1. Enrolment and Cooperation in the Affiliate Program:

a) By enrolling in the Company's Affiliate program, you agree to the terms and conditions set forth in this Agreement.

b) Applying to the program does not guarantee acceptance. You are officially accepted once you receive your unique Affiliate code from DFH.

c) There are two opportunities to become a DFH Affiliate:

  1. Referring a Freelancer to sign up to the Role Scout platform (“referral 1”).
  2. Referring a Freelancer to sign up to the Role Scout program (“referral 2”).

d) Upon enrolment, the Company will provide you with a unique referral code. This code will track your referrals to your account. Provide this unique referral code to your referrals and encourage them to sign up through the following links:

  1. Referral 1: Role Scout platform signup. Freelancers must enter the Affiliate’s unique referral code in the “Add Promotional Code” box on the Stripe Checkout page.
  2. Referral 2: Role Scout program signup. Freelancers must enter the Affiliate’s unique referral code in the “Do you have a referral code?” box.
  3. If no unique referral code is provided at the time of sign-up, DFH will decide at its sole discretion if the Affiliate can be associated with the Freelancer and if the Affiliate is entitled to a commission.
  4. Once Freelancers sign up for DFH, they will be added to our database. When they generate revenue for DFH, the Affiliate will be contacted and compensated according to Section 3 of this Agreement.

e) Limitations on Referrals:

  1. Single Affiliate Identification: Referrals can only identify one Affiliate. Fees cannot be split between multiple unique referral codes.
  2. Self-Referral Prohibition: Freelancers cannot refer themselves to the program. They may sign up for DFH’s offerings but will not be eligible for referral rewards.
  3. Quality of Referrals: To ensure the quality of the Role Scout program, you should only refer Freelancers with whom you have a professional relationship and can vouch for their professionalism and skills.
  4. No Referral Limits: There are no limits to the number of Freelancers Affiliate can refer, providing Affiliates adhere to these terms.

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2. Affiliate Responsibilities:

a) Affiliate agrees to promote Company's products/services in a professional and ethical manner.

b) Affiliate shall not engage in any activities that may be considered unlawful, misleading, or harmful to the Company's reputation.

c) Affiliate is responsible for ensuring that their promotional methods comply with all applicable laws and regulations.

d) Affiliate shall decide how much to promote DFH on their social media, website, and any other platform. 

e) Affiliate may be given access to discounts for their referrals to the site. These codes will be exclusive to DFH Affiliates.

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3. Commission and Payment:

a) Referral 1

  1. Commission: The Company will pay the Affiliate a one-time commission of £15 for each referred Freelancer who becomes a paying customer on the Role Scout Platform and does not request a refund.
  2. Payment Timeline: The commission becomes payable one month after the referred Freelancer has successfully made a payment to DFH to account for any refunds the Freelancer may request.

b) Referral 2

  1. Commission: The Company will pay the Affiliate 10% of the revenue DFH earns from the referred Freelancer as part of the Role Scout program. This applies to the first 42 business days of the Freelancer’s first engagement or less if the project is shorter.

c) Reporting and Payment

  1. Monthly Report: DFH will provide the Affiliate with a report within seven days from the end of each month. This report will include sales earned via the Affiliate's link and the total commission amount.
  2. Payment Date: Payments will be transferred by the 15th of each month through a method agreed upon by both Parties in writing (email is sufficient).
  3. Condition: DFH will only send a report if they have received payment from the Freelancer.

d) Payment Receipt Contingencies

  1. Delayed Payments from Freelancers: If DFH does not receive the payment from the Freelancer as per the Role Scout Agreement, the Affiliate will not be paid until DFH receives the payment.
  2. Payment Timing: If DFH receives the payment from the Freelancer after the 7th of any month, the Affiliate’s payment will be included in the following month’s payout. Illustrative Example:
    1. If DFH receives payment on January 15, 2024, for amounts earned in December 2023, the Affiliate will be paid on February 15, 2024. This payment will also include any amounts received before February 7, 2024.

e) Disputes

  1. Objections: Affiliates must file any objections to the report by the 10th of each month.
    1. Resolution: DFH will withhold the disputed amount until resolved. For instance, if DFH claims to owe £400 but the Affiliate claims £500, DFH will pay £400 until the dispute is settled and will then pay any remaining amount due.

f) Referral Code Usage

  1. Single Code Usage: If an Affiliate refers a Freelancer using "referral 1" and the Freelancer later uses DFH services under "referral 2," the Affiliate will receive benefits outlined for "referral 2," provided the Freelancer does not use a different Affiliate's referral code.
  2. Commission Rights: If the Freelancer provides a new unique referral code from a different Affiliate during "referral 2" signup, the new Affiliate will receive the commission.
  3. Non-sharing of Commissions: Commissions cannot be shared between referral codes.
  4. Switching Services: No commission is owed if the Freelancer initially signs up using "referral 2" and later switches to DFH services under "referral 1."

g) Payment Method

  1. Businesses: Affiliates owning businesses, including sole proprietorships in the US, will receive payments as consultancy fees and must generate an invoice based on the amount owed, including all necessary banking and personal information.
  2. Individuals: Individual Affiliates will receive payment in the form of an Amazon Gift Card, which is non-transferable for cash or other rewards.
    Currency: Payments will be made in GBP (British Pounds), based on amounts received in GBP by DFH.
  3. Currency conversions will use the Bank of England exchange rate.

g) Abuse of Program

  1. Withholding Payments: DFH may withhold and cancel payments if abuse of the program or terms is suspected.
  2. Request for Payback: DFH can request the return of rewards if the program is believed to have been abused.

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4. Taxes. The payment Affiliate receives already includes all applicable taxes, including but not limited to VAT. The Affiliate is responsible for any and all tax obligations and other payments arising from receiving the commission from DFH.

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5. Conflict of Interest. Affiliate warrants and represents they have the full power and authority to enter into this Agreement. Affiliate further warrants and represents that entering into this Agreement does not violate any law, regulation, statute, or other legal obligation, including contractual obligations such as an employment agreement. Affiliate warrants and represents receiving payment under this Agreement does not violate any of the legal obligations discussed in this Section. Affiliate shall indemnify and hold harmless DFH from any claims arising out of a breach of Affiliate’s legal obligations or any violation of any law, regulation, statute or other legal obligation. 

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6. Content Creation Approval and Use

a) Affiliate has full control over content making. However, Affiliate shall not produce content connected with Company, including content with Company’s information and/or identifying marks, that is rude, inappropriate, offensive, puts company in a negative light, and/or disparaging towards Company.

b) Should Company find any of Affiliates content in violation of this Section 6, they have the right to have the content taken down immediately. 

c) Company is entitled to use any Content Affiliate creates as an Affiliate for Company for marketing, promoting, or any other use Company wishes. 

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7. Intellectual Property; Ownership; Restrictions:

a) The Company grants Affiliate a non-exclusive, revocable, and non-transferable license to use the Company's trademarks, logos, and marketing materials solely for the purpose of promoting Company's products/services. 

b) Affiliate may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Offerings: (ii) reproduce, modify, prepare derivative works from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the marketing materials or access to DFH’s site except as expressly permitted by DFH, (iii) decompile, reverse engineer or disassemble the Offerings except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Offerings; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Offerings; (vi) attempt to gain unauthorised access to or impair any aspect of the Offerings or its related systems or networks.

c) Affiliate represents and warrants their use of DFH’s Intellectual Property and the fulfilment of their responsibilities under this Agreement does not and will not infringe on any trademarks, copyright, patent, trade secret, industrial design, or other rights of a third party. To the extent the Content Affiliate uses or posts infringe on the rights of any such third party, the Host shall obtain a license or consent from such third party permitting the use of such items.

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8. Data Protection Compliance. All parties must adhere to relevant data protection laws, ensuring personal and business data privacy and sercurity. 

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9. Confidentiality:

a) Each Party (“Receiving Party”) agrees to regard and preserve as confidential all information related to the business of the other Party (“Disclosing Party”) provided by Disclosing Party to the Receiving Party  that is clearly marked as confidential or that would reasonably be understood to be considered confidential (“Confidential Information”) and to hold such Confidential Information in confidence and not use such Confidential Information for its own benefit or the benefit of any other party, except in furtherance of the purposes of this Agreement. Neither Party shall disclose Confidential Information of the other Party to any person, firm or enterprise, unless authorized by the other Party in writing, except that each Party may disclose such Confidential Information (a) to its employees, agents, sub-contractors, advisors and consultants with a legitimate need to know the same and (b) pursuant to applicable law, rule or regulation or compulsion of proper judicial or other legal process. 

b) Confidential Information shall include trade secrets, intellectual property, accounting information, business operation information, customer information, marketing and sales information, product information, service information, software information, and any business related information not known by the public. 

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10. INDEMNIFICATION. 

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS DFH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY LOSSES, LIABILITIES, CLAIMS, ACTIONS, COSTS, DAMAGES, PENALTIES, FINES, AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, THAT MAY BE INCURRED BY AN INDEMNIFIED PARTY ARISING OUT OF OR IN CONNECTION WITH: (I) DFH’S USE OF YOUR CONTENT; (II) YOUR USE OF DFH’S CONTENT; (III) YOUR UNAUTHORISED USE OF THE OFFERINGS (IV) YOUR BREACH OF THIS AGREEMENT; (V) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE, OR REGULATION; (VI) ANY THIRD PARTY’S ACCESS OR USE OF THE OFFERINGS USING YOUR LOGIN CREDENTIALS OR COMPUTER OR OTHER EQUIPMENT TO ACCESS OUR OFFERINGS; (VII) YOUR IMPROPER USE OF A THIRD-PARTIES INTELLECTUAL PROPERTY; AND (VIII) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE OFFERINGS OR PARTNER.

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11. LIMITATION IN LIABILITY. NOTWITHSTANDING SECTION 10, SHOULD DFH BE FOUND LIABLE FOR A CLAIM ARISING OUT OF THIS AGREEMENT, DFH’S LIABILITY TO AFFILIATE SHALL NOT EXCEED THE AMOUNT PAID TO AFFILIATE THROUGH AFFILIATES UNIQUE REFERRAL CODE. 

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12. Termination of This Agreement.

a) Either party may terminate this Agreement at any time for any reason upon written notice to the other party. Termination shall be effective immediately. 

b) Upon termination, Affiliate shall immediately cease all promotion of Company's products/services and remove any Company related content, including intellectual property, from their marketing materials.

c) Upon termination of this Agreement, it shall be at the sole discretion of DFH to determine whether the Affiliate may retain any assets, materials, or intellectual property created or shared as part of the services provided. Upon written request from Company, Affiliate shall return all confidential information, intellectual property, and any other documents or information that belongs to Company within a reasonable time (no more than 60 days). 

e) DFH reserves the right to withdraw Affiliate’s unique referral code at any time for any reason, effective immediately. In turn this will terminate the ability of the Affiliate to refer Freelancers under this agreement.

e) Section 3 shall survive termination of this Agreement and DFH shall fulfil it’s obligations under Section 3 for any amounts already earned and outstanding. 

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13. Termination of Affiliate Program

a) DFH can cancel the Affiliate program at any time for any reason. 

b) Should DFH cancel the Affiliate program, all payments to Affiliate(s) will cease for any revenue generated by freelancers or decision-makers after the termination date of the Affiliate program. DFH retains the right to continue working with all referred freelancers and decision-makers. 

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14. Relationship of the Parties. 

a) This agreement in no way creates an employment relationship between the parties.

b) DFH has full discretion to decide who to conduct business with, both no and in the future. 

c) If DFH was already in contact with the referred party, we can reject any association with a referrer, and we can decide whether any payment will be made. 

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15. Notice. To provide written notice as required by this Agreement, You may submit an email to contact@datafreelancehub.com.

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16. Governing Law and Dispute Resolution: 

a) Changes to the Agreement. DFH reserves the right to modify this Agreement at any time and without prior notice to you. A modification of this agreement is effective as soon as DFH posts it and the most current version of this Agreement will be posted under the “Affiliate Program” link available on our website homepage (“Updated Terms”). We may elect to provide additional notice to you of the Updated Terms, by email or providing notice via the Platform. You agree that you will periodically review this agreement and check the “Effective” date in this Agreement to stay aware of any changes. By continuing to access and/or use the Platform and/or Services after the Updated Terms are posted, you agree to be bound by the Updated Terms, and if you do not agree to the Updated Terms, you will stop accessing and/or using the Platform and/or Services. Except as otherwise provided in the “Dispute Resolution” section, the Updated Terms will govern disputes between you and DFH , even if the dispute arises or involves facts dated before the “Effective” date of the Updated Terms. 

b) Governing Law. Except for the Dispute Resolution Section below, this Agreement, including all terms and conditions and policies contained herein, shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its choice or conflict of laws principles. 

Regardless of any statute or law to the contrary (and to the fullest extent permitted by law), you must provide notice to DFH, pursuant to the procedures in the “Dispute Resolution” section below, of any claim within one year of its accrual, or your claim will be waived and barred. 

c) Venue. You and DFH agree that the Court of the United Kingdom shall have exclusive jurisdiction to hear and decide any dispute, claim, or controversy permitted to proceed in court (except for small claims court). 

The foregoing Governing Law and Venue provisions do not apply to the “Dispute Resolution’ section. 

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17. DISPUTE RESOLUTION.

THIS “DISPUTE RESOLUTION” SECTION LIMITS THE WAYS YOU CAN SEEK RELIEF FROM DFH AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS. ARBITRATION HAS NO JUDGE AND IS MORE RESTRICTIVE OF DISCOVERY AND APPELLATE REVIEW THAN COURTS. PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY. 

a) Informal Dispute Resolution Procedure. A Dispute may arise between you and DFH. In these instances, DFH is committed to working with you to reach such a reasonable resolution. This is possible only if we know and understand each Party’s concerns. Therefore, for any Dispute arising between you and DFH, both parties agree that they will make a good-faith effort to resolve it informally before initiating any formal dispute proceeding in arbitration or otherwise. Parties must first send a written description of the Dispute to the other party. A written description may only be submitted on behalf of one individual. To initiate a dispute, you agree to send the written description of the Dispute along to the following email address: contact@datafreelancehub.com. Your written description must provide the following details: your name, detailed description of the nature and basis of the dispute, including any transaction details; and the specific relief sought and the calculation of the relief. The written description must be personally signed by you, in ink or electronically. When DFH raises a Dispute, we will send our written description of the Dispute to the email address you provided to us when utilising our Platform, Services or accessing our website. 

You and DFH agree to negotiate in good faith when attempting to resolve the Dispute. Negotiating can include and informal telephone dispute resolution conference between you and DFH if DFH requests such a conference. Should a telephone dispute resolution conference occur, it shall be individualised such that an additional conference must be held at the time either party intends to commence arbitration; when multiple individual initiate claims, they may not participate in the same telephone dispute resolution conference. Should either party be represented by counsel, the party’s counsel may participate in the telephone dispute resolution conference, but the party must also appear at and participate in the conference. If the telephone dispute resolution conference does not resolve the dispute and the dispute is not resolved within sixty (60) days of receipt of the written description of the Dispute, the parties agree to further dispute resolution, as described below.  

Prior to commencing a formal dispute resolution proceeding, the Parties must participate in this informal dispute resolution process. As such, this informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. Any relevant limitations periods and filing fee or other deadlines shall be tolled while the parties engage in this informal dispute resolution process. Failure to comply with this Informal Dispute Resolution Procedure shall give a court the authority to enjoin the filing or prosecution of arbitrations. A party may raise non-compliance with this Informal Dispute Resolution Procedure in court and/or in connection with the arbitration. 

‍b) Arbitration Agreement. If the Parties do not reach such solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration with the London Court of International Arbitration. The arbitration shall be administered in accordance with the London Court of International Arbitration rules found here, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be in the London, England and all proceedings shall be on the papers, or held by telephone and/or video conference as determined by the arbitrator. The arbitrator will be empowered to award damages in accordance with the limitations of liability set forth in this Agreement. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrator’s fees, administrative fees, and out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

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‍18. Miscellaneous. 

a) Entire Agreement. This Agreement taken together with the DFH Terms of Use constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written. Should there be any discrepancies with the Terms of Service and this Agreement, this Agreement shall control in areas where there is a discrepancy.

b) Amendment and Waiver.

  1. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
  2. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

c) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall not affect the other provisions of the Agreement, which shall remain in full force and effect.

d) Assignment. Neither party may assign or transfer any of their rights or obligations under this Agreement without prior written consent from the other party, except that DFH may assign this Agreement in connection with a merger, acquisition, or sale of all or some of its assets.

e) Force Majeure. Neither party shall be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond their reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labour strikes, or communication system breakdowns.