This agreement applies as between you, the User of this Website and Vesaro, the owner(s) of this Website. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.
No part of this Website is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Website;
means any third party responsible for transporting purchased Goods from our Premises to customers;
means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
means any products that Vesaro advertises and / or makes available for sale through this Website;
means Vesaro, 124, Scotney Gardes, St. Peters Street, Maidstone, Kent, ME160GT;
means collectively any online facilities, tools, services or information that Vesaro makes available through the Website either now or in the future;
means any details required for the purchase of Goods from this Website. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;
means collectively any orders, invoices, dispatch notes, receipts or similar that may be in hard copy or electronic form;
Means our place(s) of business located at Unit H3-H5, Integra, Bircholt Road, Parkwood, Maidstone, Kent, ME159GQ;
means any online communications infrastructure that Vesaro makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
"Userâ€ / "Users
means any third party that accesses the Website and is not employed by Vesaro and acting in the course of their employment; and
means the website that you are currently using (www.vesaro.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.
2. Age Restrictions
Persons under the age of 18 should use this Website only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.
3. Business Customers
These Terms and Conditions also apply to customers buying Goods in the course of business.
4. International Customers
If Goods are being ordered from outside Vesaro™s country of residence, import duties and taxes may be incurred once your Goods reach their destination. Vesaro is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and Vesaro cannot guarantee that the packaging of your Goods will be free of signs of tampering.
5. Intellectual Property
5.1 Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Vesaro, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
5.2 Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Vesaro.
6. Third Party Intellectual Property
6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
6.2 Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.
7. Fair Use of Intellectual Property
Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.
8. Links to Other Websites
This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Vesaro or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
9. Links to this Website
Those wishing to place a link to this Website on other sites may do so without prior permission.
10. Use of Communications Facilities
10.1 When using the enquiry form or any other System on the Website you should do so in accordance with the following rules:
10.1.1 You must not use obscene or vulgar language;
10.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
10.1.3 You must not submit Content that is intended to promote or incite violence;
10.1.4 It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
10.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
10.1.6 You must not impersonate other people, particularly employees and representatives of Vesaro or our affiliates; and
10.1.7 You must not use our System for unauthorised mass-communication such as "spam or "junk mail.
10.2 You acknowledge that Vesaro reserves the right to monitor any and all communications made to us or using our System.
10.3 You acknowledge that Vesaro may retain copies of any and all communications made to us or using our System.
10.4 You acknowledge that any information you send to us through our System or post on the enquiry form may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
11. Goods, Pricing, Availability and Payments
11.1 Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods available from Vesaro correspond to the actual Goods, Vesaro is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods, not different Goods altogether. Please refer to Clause 15.1 for incorrect Goods.
11.2 Where appropriate, you may be required to select the required [size] [model] [colour] [number] [other features] of the Goods that you are purchasing.
11.3 Vesaro does not represent or warrant that such Goods will be available. Stock indications are not provided on the Website.
11.4 Vesaro reserve the right to discontinue products that are currently available or products that are marked as in development at any time without the prior notice to customers.
11.5 All pricing information on the Website is correct at the time of going online. Vesaro reserves the right to change prices and alter or remove any special offers from time to time and as necessary.
11.6 In the event that prices are changed during the period between an order being placed for Goods and Vesaro processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price;
11.7 All prices on the Website do not include VAT. The VAT amount will be added during the checkout process for countries that are part of the EU (European Union) only. Vesaro™s VAT number is GB126545613
11.8 All advertised prices are in British Pound Sterling GBP.
11.9 Vesaro reserve the right to cancel an order or transaction in whole or in part.
11.10 Terms of payment are within the sole discretion of Vesaro and unless otherwise agreed payment must be received before acceptance of an order.
11.11 Invoice amounts are due and payable within the time period stated on the invoice and measured from the date of the invoice. Where parts of an order are not currently available Vesaro may invoice for those parts separately.
11.12 Unless a request is made to Vesaro for alternative payment terms our standard payment terms are required for all orders. Any order will require payment in advance to enable us to start fulfillment of that order.
11.13 Vesaro is not responsible pricing or other errors and we reserve the right to cancel any orders resulting from such errors.
11.14 You agree and represent that you are buying the products governed by this agreement for your own use and not for resale.
11.14 We accept the following four methods of payment only, Credit or Debit card, Paypal or direct wire bank transfer. Payments can be made using a credit or debit card or PayPal depending on the size of the order. For larger payments requiring payment by bank transfer we accept wire transfer payments direct to our bank account. We will not accept cash deposits into our bank or cash payments by hand.
12. Shipping, Delivery & On-Site Installation + Training Service
Shipping & Delivery
12.1 Shipping and handling are additional unless otherwise indicated at the time of sale.
12.2 The estimated shipping date for all Vesaro products marked as "Available Now in the Configurator is 30 days from date of acceptance of order unless otherwise stated on the Checkout page, your invoice or quote or separately agreed with Vesaro.
12.3 Vesaro will notify you by email if the 30 day window of delivery will be exceeded. Vesaro will not be liable for any losses, costs, damages or expenses incurred by the customer or any other person or company arising directly or indirectly out of the failure to meet any estimated delivery date.
12.4 The risk in the goods shall pass form the company to the customer upon delivery of such goods to the customer.
12.5 Where Vesaro is providing a custom bespoke build the delivery estimate will be agreed separately.
12.6 Vesaro offer shipping methods by sea and air. Shipping estimates and costs will be provided once you have submitted your order enquiry. Shipping cost is calculated based on volume and weight and will vary depending on the size of your order. Shipping dates are only estimates.
12.7 Vesaro will notify you by way of email when your goods are to be dispatched to you. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.
12.8 If Vesaro receives no communication from you, within 7 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.
12.9 If any Goods you have purchased have faults when they are delivered to you, you should contact Vesaro within 7 days. Vesaro is responsible for paying shipment costs if we are unable to send a replacement part. Goods must be returned in their original condition with all packaging and documentation.
12.10 If for any reason the courier has been unable to deliver the items to you signed for by yourself, they will attempt delivery 2 more times. If they are still unable to deliver the goods the driver will leave a card with a reference telephone number for you to call to arrange delivery at a time that is convenient to you. If you are unable to take successful delivery within 14 days the item will be returned to us and the shipping cost will be charged to you. Once the item is returned back to us you will need to pay an additional shipping fee to send the item to you again.
12.11 Please note that it is imperative that you sign for the goods and any damage is noted on arrival, write on the delivery slip damge that you see and any damage to the packaging e.g. corner of box dented/hole, otherwise should damage later be found we may be unable to claim through the carrier insurance we have taken out for your delivery. We are not under any circumstances able to compensate you ourselves; this can only be done through the carrier insurance with your co-operation. If you either do not check delivered goods are working order and undamaged and sign for it or neglect to mark the item as damaged and/or packaging damaged this may affect the ability to claim on the insurance. You must also be diligent and ensure you check the goods are working very soon after delivery (usually 48-72 hours) or this may also invalidate any subsequent claim
On-site Installation & Training Service
12.12 Standard price for on-site installation includes Installation to ground floor location and have minimum doorway access of 850mm Width.
If the following is applicable to you:
A) The simulator needs to be installed on a second or higher floor or in a basement and/or:
then we would be required to send a four man team instead of two in order to safely transport the simulator down/up the stair. If this condition applies then there will be an additional fee of £2000 GBP payable in advance to facilitate the additional staffing and associated costs required.
Alternatively on the day of installation you may provide 2 additional able bodied men to assist our two man team in transporting the simulator down/upstairs, no additional fee will apply in this scenario.
A) The simulator cannot fit through a doorway or passage/stairway:
we may need to partially or fully dismantle the simulator in order to fit through the doorway/s or passage/stairway and re-assembly at the final location. If this condition applies then there will be an additional fee of £1000 GBP payable in advance to facilitate the additional time and associated costs required.
If both conditions A & B apply then a total additional fee of £3000 will apply.
Fee costs exclude any VAT where applicable
You are required to notify us at the point of purchase of any of these conditions in order for us to successfully complete the on-site installation.
Training will take place on the first and same day as the installation, once installation is complete yourself or a member of your staff should make yourself available to receive training. If you are not available to receive training on this day should you wish to still receive training at another time a new On-site install & Training will need to be purchased. Should you be able to receive training on the following day please notify our team who will investigate if they are able to extend there stay, ie flights and accommodation, to enable training to take place on the following day, in this scenario an additional fee of £2000 will apply.
13. Returns Policy
Vesaro aims to always provide high quality Goods that are fault free and undamaged.
On occasion however, goods may need to be returned. Returns are governed by these Terms and Conditions.
13.1 If you receive Goods which do not match those that you ordered you should contact us within 7 days to arrange collection and return. Vesaro is not responsible for paying shipment costs where the items ordered where incorrectly selected by the customer. Vesaro will pay the shipping costs where the items delivered are incorrect from the items ordered. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods. Refunds and replacements will be issued upon our receipt of the returned Goods. For return of goods incorrectly selected by the customer Vesaro will at its discretion offer a refund minus restocking fee. The customer is responsible for the cost of returning the goods and all import/duties must be paid for by the customer should the goods be sent from a country outside of the European Union. The customer is responsible for all shipping, clearance and customs arrangements and goods must arrive at our warehouse without intervention, fees or administrative work by Vesaro in order to receive the goods. If such work is required by Vesaro to handle the import of your returned goods then all costs shall be deducted from the refund amount due and any additional costs over and above the refund amount shall be billed accordingly for payment within 30 days upon receive of the invoice.
13.2 If any Goods you have purchased have faults when they are delivered to you, you should contact Vesaro within 7 days. Vesaro is responsible for paying shipment costs if we are unable to send a replacement part. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods.
13.3 Vesaro will not be responsible for damage or faults caused to goods caused by improper installation and setup of the goods.
13.4 If any Vesaro Manufactured Goods develop faults as a result of manufacturing or material defect within their warranty period, you are entitled to a repair or replacement under the terms of that warranty. Warranty and service for any products not manufactured by Vesaro are provided by the original manufacturer.
13.5 If Goods are damaged in transit and the damage is apparent on delivery, you should sign the delivery note to the effect that the goods have been damaged. In any event, you should report such damage to Vesaro within 7 days and arrange collection and return. Vesaro is responsible for paying shipment costs. Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods. Vesaro will look to obtain proof that the delivery note was marked as delivered damaged. Once Vesaro is satisfied that the goods where damaged in transit only then will goods be repaired or replaced.
13.6 If you have purchased any individual third party products that are not part of a bespoke Vesaro rig build order then you have the right to cancel your order for those items within seven days of purchase, or seven days from the receipt of the goods (whichever is the longer). You will be responsible for all return shipping costs, import duties and taxes. Goods must be unopened and in resellable condition.
We are unable to refund any returns or exchange on any made-to-order, bespoke or SALE items that are part of a complete Vesaro rig build order. These purchases are non-returnable and non-refundable. A Vesaro rig build order is considered non-returnable where each rig is hand made and tailored to your specific requiement.
13.7 If you wish to return Goods to Vesaro for any of the above valid reasons, please contact us via the contact details or form located at www.vesaro.com or use firstname.lastname@example.org to make the appropriate arrangements.
13.8 Vesaro reserves the right to exercise discretion with respect to any returns under these Terms and Conditions. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
13.8.1 Abnormal environmental factors including mains power transients or dropouts, electromagnetic interference, extremes of humidity, vibration, electro-static damage, temperature, pressure, chemical corrosion or water damage. Investigation and repair of goods under such circumstances will be payable to Vesaro by the customer.
13.8.2 Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase.
Such discretion to be exercised only within the confines of the law.
Returns should be sent to
14. Warranties & Support
Warranty (Personal and Private use)
A 10 year comprehensive chassis warranty is provided with your Vesaro simulator covering the metal chassis structure and associated metal addons.
A 2 year warranty is provided for all other parts.
Warranty (Commercial use)
A 2 year comprehensive warranty is provided with your Vesaro simulator covering all components. Applies to all Vesaro Commercial Line simulators.
Commercial use applies to use in a fixed and permanent indoor location, ie. Sim Centre and does not apply to use at indoor/outdoor events and shows and/or where transported to different locations for short term mass public events. Individual electronic component warranties may vary with there respective manufactures and in such cases can be dealt with direct to the original manufacturer of the part.
Extended VIP Warranty Service is available for both Private and Commercial use, renewable on a yearly basis. Contact us for more information.
Warranty update Applies from purchases after the 25th February 2015
Warranty support process
If a problem arises we will perform remote trouble shooting and if a part needs to be replaced we will send a new part to you for you to swap out. If you do not wish to change the part yourself you can ship the PC or Product back to us and we will replace and return.
Vesaro may need your assistance in helping to remotely identify the issue so that we an ascertain if the issue can be resolved remotely or if a new part needs to be sent. This process may involve you needing to partially dismantle parts of the simulator in order to gain access to the relevant component or swap out a cable in order to troubleshoot a potential cable fault. If you are not willing or able to assist in this remote support assistance you can opt to purchase an on-site service call out, details of which can be found HERE and in the terms section below titles "On-Site support call out service"
The customer is responsible for paying all freight charges incurred in shipping on import or export, in the replacement of products and parts and for arranging and payment of the shipment of any faulty part(s) back to Vesaro. All international customers are responsible for all custom duties, taxes, VAT and any other charges and must be delivered duty/tax paid.
Warranties will not apply if:
a - The product/s have been modified, altered, or have suffered damage as a result of inappropriate or abusive use, negligence, an accident, normal wear, failure to comply with instructions provided by Vesaro or any other cause not related to a material defect or manufacturing flaw.
b - Components or products have been used with your Vesaro rig or Vesaro PC that where not provided by Vesaro or not designed to work with Vesaro products.
c - Service including upgrades or replacement is carried out by anyone who is not an official representative of Vesaro. Service including upgrades or replacement can be carried out directly by the customer under direct guidance from a representative of Vesaro if first approved and agreed by Vesaro.
d - A serial number cannot be provided on the main Vesaro frame (Any products requiring warranty support must be associated with a Vesaro simulator frame unique serial number which will require validation)
On-Site support call out service
If a customer wishes to have us deal with a support issue directly in there home or business it is possible to book an engineer to visit.
On site call out fee. Maximum of 4 hrs on-site time available to address or assess issues.
Our engineer will attempt to resolve your issue on site. If this is not possible and a part needs to be changed then the engineer will remove the part to be returned to Vesaro for repair/replace. If item is still under warranty there will be no charge for replacement parts or repair. For parts no longer in warranty we will provide a separate quote for replacement or repair. Upon approval from yourself to proceed and full receipt of payment we can either ship the part to you to be fitted by yourself should this suit you in terms of timing or arrangements can be made for the return of our engineer to complete the work on site during a second visit. The callout fee includes the first and second visit(if a second visit is required for International customers in relation to the UK then expenses will be chargeable for the second visit but no additional callout fee will be required.
During any callout, once the engineer has completed the task that the call out was booked for, you may request the engineers advice and help to assist you with anything else related to your simulator. The engineers time is limited to 4 hours in the same one day period of the callout.
Available for existing Vesaro customers only.
Includes all expenses , ie travel, accommodation, for our engineer.
Call Out Fee Pricing :
England & Wales £495 (Additional fee of £395 per day will be charged should you wish to have the engineer stay for longer to deal with additional support issues)
Scotland, Ireland & Northern Ireland £895 (Additional fee of £695 per day will be charged should you wish to have the engineer stay for longer to deal with additional support issues)
International £2495 (Additional fee of £1000 per day will be charged should you wish to have the engineer stay for longer to deal with additional support issues. )
Extension possible depending on availability
Extension additional fee will include all expenses costs for our engineer
15. Commercial use
Vesaro permit commercial use of our Commercial Line of products only. If you would like to use a different configuration than is available in our Commercial line of products or modify the Vesaro commercial line products in some way then this must first be agreed with Vesaro and we reserve the right to refuse such a request.
Unless agreed otherwise the Vesaro product must be retained in its original form when used in any kind of commercial activity and all Vesaro branding must be kept and not modified or removed in any way. Additional customer branding or removal of Vesaro branding must first be agreed with Vesaro and sucha request may be refused.
In certain circumstances Vesaro may also specify certain specification for an order, for example the requirement for Vesaro to provide Factory Assembly of the product as part of the order, where Vesaro may deem it necessary to ensure a correct and safe assembly of the product for certain commercial activity.
Vesaro simulators must be used with a commercial use software license provided as part of the commercial solution that you purchase from Vesaro. You are responsible for renewing your license with us when due for any license that requires renewal after a certain period of time.
Software that allows third party content(mods) to be added or versions of software purchased specifically to allow third party content do not automatically include rights to use third party content. You must obtain permission to use third party content and pay any fees necessary directly to the content creator or license owner when using commercially.
17.1 Vesaro makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
17.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
17.3 No part of this Website is intended to constitute a contractual offer capable of acceptance.
17.4 Whilst Vesaro uses reasonable endeavors to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
18. Changes to the Service and these Terms and Conditions
Vesaro reserves the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If Vesaro is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.
19. Availability of the Website
19.1 The Service is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
19.2 Vesaro accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
20. Limitation of Liability
20.1 To the maximum extent permitted by law, Vesaro accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein or arising from the use of any Vesaro manufactured product. Users should be aware that they use the Website and its Content at their own risk.
20.2 Nothing in these Terms and Conditions excludes or restricts Vesaro™s liability for death or personal injury resulting from any negligence or fraud on the part of Vesaro.
20.3 Nothing in these Terms and Conditions excludes or restricts Vesaro™s liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Website.
20.4 Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforce-ability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.
21. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
22. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
23. Third Party Rights
Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Vesaro.
24.1 All notices / communications shall be given to us either by post to our Premises (see address above) or by email contact available via the contact page of our website. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
24.2 Vesaro may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the unsubscribe link in any email that you receive from us..
25. Law and Jurisdiction
These Terms and Conditions and the relationship between you and Vesaro shall be governed by and construed in accordance with the Law of England and Wales and Vesaro and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
Returns should be sent to our Trading Address :
Unit H5 - H3, Integra
COPYRIGHT © Vesaro Limited 2017. All Rights Reserved.
END OF VESARO CUSTOMER TERMS AND CONDITIONS
"this Agreement” shall mean the contents of the contract between Vesaro and the Affiliate in respect of the Programme.
"Vesaro” shall mean Vesaro Limited of (Company No. 07870285), whose registered office is at 26, Bell Street, Sawbridgeworth, Hertfordshire, CM219AN, UK.
‘the Site’ shall mean vesaro.com website.
‘the Programme’ shall mean the affiliate Programme as set out on the Site and that is governed by this Agreement.
‘the Link’ shall mean the HTML link provided from time to time by Vesaro to link the Affiliate’s website to the Site.
‘the Affiliate’ shall mean the party who agrees to take part in the Programme.
2. The Programme
2.1) The Programme shall be the affiliate programme as set out on the Site from time to time.
2.2) Vesaro is entitled to vary, amend or cancel the Programme without giving notice to the Affiliate. Vesaro may make any such change by publishing any revised terms on the Site.
2.3) The Programme is expressly a business-to-business relationship and both Vesaro and the Affiliate enter into it in a business capacity and not as a consumer.
2.4) The Programme does not entitle the Affiliate to represent themselves as an agent, partner or any other form of associate of Vesaro other than as an Affiliate as expressly provided for in this Agreement.
2.5) Any marketing material related to a promotion must first be approved by Vesaro by sending the promotion to email@example.com . Vesaro will endevour to respond to your submission within 10 business days. In addition to the marketing materila the method of advertising must also be included to accompany the material.
2.6) Promotion of McLaren range of products is not currently permitted.
3. Suitability for the Vesaro Affiliate Program
3.1) Vesaro reserves the right to terminate this Agreement and the Affiliate’s status at any time for any reason whatsoever at its sole discretion.
3.2) In particular if Vesaro deems that the Affiliate’s website is inappropriate for the Programme then this Agreement shall be terminated. The Affiliate’s website may be deemed inappropriate if in the view of Vesaro it contains, promotes or contains links to sites that are:
3.3) discriminatory, sexually explicit or violent material, or
3.3) promote, depict or contain links to material that promote or depict discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age, or
3.4) contains unlawful material, this shall include but not be limited to materials that may possibly violate another’s intellectual property rights, or
3.5) contains information regarding, promotes or links to a site that provides information or promotes illegal activity, or
3.6) for any other reason that is deemed by Vesaro (at its sole discretion) to be unsuitable.
3.7) Upon creating your affiliate account on our site you are automatically accepted on the Programme. Vesaro reserves the right to withdraw Affiliate status at anytime after you have been accepted onto the Programme for any reason that Vesaro deems relevant. Acceptance into the Programme does not mean that Vesaro has specifically approved the Affiliate or its website.
4. Legitimate methods of advertising
4.1) In order to receive commission’s for referring customers to Vesaro, the Affiliate must engage in proper advertising. Affiliates found to be engaging in improper advertising shall have their agreement terminated and their affiliate status revoked. Vesaro shall be the sole and absolute arbiter of what constitutes proper advertising.
4.2) A non-exhaustive list of examples of improper advertising shall include but not be limited to:
4.2.1) the forwarding of any urls direct to www.vesaro.com or vesaro.com (this includes misspells of the above trademark domain); and
4.2.2) forcing cookies through iframes;
4.2.3) advertising through third party networks; with the exception arising from Clause 4.3 below;
4.2.4) brand bidding (including misspells) for PPC advertising,
4.2.5) including your Vesaro affiliate link within Unsolicited Commercial Email (UCE) or SPAM,
4.2.6) including any of Vesaro url in search adverts.
4.3) Affiliates are permitted to promote Vesaro through various social media communities, as a limited exception to Clause 4.2.3 above. However, Affiliates are not permitted to create groups or specific web pages in social communities whereby they purport or hold themselves out to be representatives of Vesaro.
4.4) Vesaro reserves the right to conclude that you have engaged in an improper method of advertising according to our standards, at our sole discretion. We may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief and is without any duty on Vesaro to prove that our opinion or suspicion is well-founded; and even if our opinion is proven not to be well-founded or if other similar companies to Vesaro have not deemed it to be an improper method of advertising.
4.5) Any Affiliate found to be adopting improper methods of advertising for the purpose of the Programme shall be deemed to have been in breach of this Agreement and shall have their Affiliate status revoked. Such an Affiliate will therefore immediately cease in being an Affiliate of Vesaro.
4.6) Any sales that have been generated through improper advertising will not qualify for commission or credit from Vesaro.
4.7) Any Affiliate found to be utilising these or any other improper methods of advertising may be required to pay back any such commission that has been paid by Vesaro to them. If Vesaro elects not to enforce this right it shall not be deemed to be a waiver of any other rights that it may have under this Agreement.
5. The Procedure
5.1) Subject to the terms of this Section, we will provide access to all Links via the Affiliate control panel on our website or send directly to you for any that are not available there, and upon request any related banners, graphics, or text advertisements necessary to promote and offer the Vesaro Products to your site’s visitors and/or its members. The Vesaro link may contain any picture, text, logo, graphic, that maybe be attributed with Vesaro. If requesting custom made graphics from Vesaro, then provision of this will be at the discretion of Vesaro. If creating your own marketing material, then this must be submitted for approval as per clause 2.5
5.2) Vesaro reserves the right to change the content and or display of the
Link from time to time in our sole discretion. The link will connect your site
with the area on our site (the landing page) where your referral may apply for
Vesaro products directly with us. The presence of the Vesaro link on your site
will serve to identify you as a member of our Affiliate Programme.
6. The Payment of Commission
6.1) Once a customer has arrived at our website having followed the Link, their actions on our website will be tracked for 120 days using a cookie. You will earn commission on their first 5 orders that are placed during the 120 day period. Vesaro will not be responsible for commissions missed due to the cookie being deleted or blocked or in any other way failing to track the customer from the Link.
6.2) Affiliates will only earn commission fees only with respect to activity on our site occurring directly through the Link that will appear on their website.
6.3) Vesaro is under no obligation whatsoever to pay any commission to any Affiliate who does not strictly follow this Agreement as published from time to time.
6.4) Vesaro reserves the right to take legal action against any Affiliate that commits fraud, or conspiracy to defraud and to recover any commissions paid to an Affiliate which was earned as a result of such fraud. For the purposes of this agreement fraud shall include but not be limited to wittingly violating the terms of this Agreement.
6.5) Vesaro will only make a payment to the Affiliate when the level of commission due at the end of a given calendar month is above the commission balance threshold.
6.6) the commission balance threshold for the purpose of this agreement is £100.
6.7) Vesaro reserves the sole right to change the commission balance threshold at any time it sees fit without the prior the consent of its affiliates. In the event of a commission balance threshold change Vesaro shall notify all its affiliates of the change before hand. If any modification to the commission balance threshold or the Agreement as a whole is not acceptable to an Affiliate, the Affiliate shall be entitled to terminate this Agreement. If an Affiliate terminates this Agreement for any reason whatsoever then it shall not be entitled to any commission payments earned after it has terminated this Agreement.
6.7) The Affiliate’s continuing participation in the Programme constitutes its acceptance of any change to the commission balance threshold or to any other part of this Agreement.
6.8) Affiliates that exceed the commission balance threshold will automatically be sent a payment each month.
6.9) Affiliates that do not reach the £100 commission balance threshold in one calendar month will not lose their accrued commission. Their accrued credit for that particular calendar month will be carried over and applied to the next calendar month, this process shall continue until the client reaches the commission balance threshold when they will be entitled to receive a payment from Vesaro.
6.10) Vesaro will only pay out commissions on sales that are 60 days old.
Commissions for sales over 60 days old will be paid once the £100 threshold is reached.
6.11) Payment shall be sent to affiliates by bank transfer. For international affiliates in relation to Vesaro we may decide to pay by PayPal transfer where available and in such case any fees will be deductible from the commission.
The affiliate may request that the payment threshold be increased to reduce the frequency of such fees.
6.12) It is the affiliates responsibility to provide Vesaro with up to date Bank transfer details and paypal address.
6.13) Bank transfer fees for International payments will be dedicated from the commission due.
6.14) Affiliates will only be paid Commissions for the first five orders made by their referral customer only. Commissions will not be not paid on orders made by existing Vesaro customers. Vesaro will not pay commission for products that an Affiliate purchases for itself through the Link. The Vesaro system will simply not recognise this as an Affiliate sale.
6.15) The rates of commission payable to the Affiliate from time to time may be published on the Site or emailed to you at your last known contact address. The commission payable may be amended or varied by Vesaro at any time without reference to the Affiliate. Any revised rates of commission payment shall take effect from the day that you are notified of the change. If you do not read the email for some time after receiving or the email goes into your junk or spam folder Vesaro is still considered to have sent the communication.
7. Vesaro’s Obligations
Vesaro agrees to undertake the following obligations:
7.1) provide all information necessary to allow the Affiliate to make necessary the Link from the vesaro.com to the Affiliate’s site,
7.2) processing all orders for Vesaro products or services placed by a referral following the Link,
7.3) tracking the number and amount of relevant sales generated through the Link,
7.4) providing information to you regarding commission payments,
7.5) credit card authorisations, payment processing, cancellations, returns, and all other related customer service for Vesaro for the purpose of our business, and
7.6) establishing the commission balance threshold, payment frequency and payouts of earned commissions as contained in Section 6 of this Agreement.
8. The Affiliate’s Obligations
The Affiliate agrees to be solely responsible for the following and shall keep Vesaro fully indemnified in respect of:
8.1) the content of the Affiliate’s site or any site that they may be connected to,
8.2) any misrepresentation of Vesaro or its products or services,
8.3) making of any false claims, representations or warranties in connection with Vesaro,
8.3) ensuring that your site and your products and services that you offer from your site comply with all applicable copyright, trademark, any intellectual property right, Data Protection, anti-spam or any other applicable law,
8.4) obtaining permission to use another party’s copyrighted or any other proprietary material,
8.5) the development, operation and maintenance of the Affiliate’s site and for all materials that appear on it. For the purposes of this Agreement this shall include but not be limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site; and ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise unlawful or illegal. Vesaro hereby disclaim all liability for all such matters,
8.6) Affiliates also agree to indemnify and hold harmless Vesaro, its parent company, sister companies, 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, expenses, and costs insofar as such arise out of or are based on, or in any way connected with this Agreement.
8.7) complying with all applicable EU- and national laws and regulations in force from time to time this shall include, but not be limited to, the EU-directive 2002/58/EC, and
8.8) the payment of all tax and national insurance payable on any payments made to you by Vesaro.
9. Right to Name as a Reference Customer
9.1) Affiliates shall not create, publish, distribute, or permit any written or graphical material that makes reference to Vesaro other than those mentioned in this Agreement or otherwise provided by Vesaro, without the prior written consent of Vesaro. Vesaro reserves the right to refuse any request for consent under this Agreement.
10. The License
10.1) Vesaro grants to the Affiliate a non-exclusive, non-transferable, revocable right to access the vesaro.com site through the Link solely in accordance with the terms of this Agreement. This license shall be used solely in connection with the Link, and it will extend to the use of our logos, trade names, trademarks and similar identifying material relating to Vesaro and which Vesaro shall provide to the Affiliate, for the sole purpose of establishing the Link to vesaro.com so customers can purchase Vesaro products and services.
10.2) Affiliates cannot modify or change the Link or any other materials provided by Vesaro in any way.
10.3) Other than establishing the Link, the Affiliate shall not make any use of any of the licensed materials noted in the aforementioned paragraph provided by Vesaro without first obtaining the prior written consent of Vesaro. Affiliates shall not use the Licensed Materials in any manner that is inappropriate or that is in any way detrimental to the Vesaro brand or any other brands.
10.4) Vesaro reserves all of its rights in the materials provided and all of its other proprietary rights. Vesaro shall be entitled to revoke this license to use the Link or the materials at any time and at its sole discretion.
10.5) The licenses described in this Section shall expire upon the termination of this Agreement.
10.6) Any inappropriate use of the Link, text, banners or other advertisements not expressly approved of in writing or provided by Vesaro may be cause for immediate termination of this Agreement.
11. Terms of the agreement
11.1) The terms of this Agreement will begin upon your signup with the Programme and will end when your affiliate account is terminated.
11.2) Upon the termination of this Agreement any commission that has not yet reached the commission threshold shall be turned into credit which can only be used to purchase products or services from Vesaro. Affiliates that have reached the £100 commission threshold will be paid upon the termination of the Agreement subject always to the terms of this Agreement as shall be published from time to time.
112.1) Vesaro reserves the right to modify or otherwise change the terms of this Agreement at any time as it sees fit. Vesaro shall make such modifications by way of publishing revised terms on the Site. Affiliates only remedy in the event of revised terms of this Agreement being published shall be to terminate this Agreement. An Affiliate shall be deemed to have accepted of any modification to this Agreement as published from time to time.
13. Limitation of Liability
13.1) Vesaro shall not be liable to the Affiliate or to any other person, for indirect, incidental, or special damages, lost profits, loss of goodwill, lost savings, or any other form of consequential damages, regardless of the form of action, even if Vesaro has been advised of the possibility of such damages, whether resulting from breach of its obligations under this Agreement or otherwise.
13.2) Vesaro’s entire liability in respect of any liability arising under this agreement will not exceed the total commission fees paid or payable to the Affiliate under this Agreement.
13.3) Vesaro makes no warranties, either express or implied, concerning the performance or functionality of the Vesaro services, or the Programme as a whole. This includes but is not limited to the Link or any other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.
13.4) Vesaro shall under no circumstances be liable to the Affiliate or to
any other person or entity for any loss, injury, or damage, of whatever kind,
resulting from or arising out of any mistakes, errors, omissions, delays, or
interruptions in the receipt, transmission, or storage of any messages or
information arising out of or in connection with the Programme or Vesaro.
14. Governing Law
14.1) This Agreement is governed by, and is construed in accordance with the laws of England and Wales.
14.2) The Courts of England and Wales shall have jurisdiction to hear any disputes arising from this Agreement.
14.3) Vesaro shall not be liable for the legality of Vesaro service in countries other than the United Kingdom.
14.4) Affiliates are solely responsible for the legality of the use of the
service if the Affiliate in question is registered to Vesaro service from a
country other than the United Kingdom or if the Affiliate’s website is on a
server in a country other than the United Kingdom.
15.1) By signing up for an affiliate account the Affiliate acknowledges that they have read the terms and conditions of this Agreement, understand them and agree to be bound by them.