This Partner Services Agreement (the “Agreement”) is a legally binding document between you, the “Partner,” and:
Dating Frame is the trading name of Digital Dudes Ltd, a company incorporated and registered in England (Company No. 07851009) with its registered office at The Square, Bagshot, Surrey, GU19 5AX (“Dating Frame”).
1. Acceptance and Obligations
1.1. By registering and submitting your application to become a Partner, you accept and agree to be bound by the terms of this Agreement.
1.2. By providing confirmation either via email or in writing of your acceptance as a Partner, Dating Frame agrees to be bound by the Terms of this Agreement.
1.3. Once accepted as a Partner onto the Dating Frame dating platform (the “Platform”), Dating Frame will send the Partner information about their Partner Account and advise on the site creation of the initial Partner landing pages.
1.4. During the term of this Agreement, Dating Frame shall:
- 1.4.1. Host and provide back-up administration and customer support services for the Partner’s website backend hosted on the Platform.
- 1.4.2. Pay the Partner a referral fee on net receipts of payments made to Dating Frame by members in accordance with section 3.3 of this Agreement.
1.5. During the term of this Agreement, the Partner shall:
- 1.5.1. Host the Partner landing pages.
- 1.5.2. Use reasonable efforts to provide confidential feedback on site content and Platform operation to improve the revenue effectiveness of the Partner sites operated on the Platform and the overall commercial effectiveness of the partnership.
2. Website Creation and Development Charges
2.1. The Partner is responsible for choosing their dating site name, acquiring the relevant website URL, and designing their own branded dating site landing page. Dating Frame will provide reasonable advice and assistance to the Partner in this process.
2.2. The Partner agrees to pay all additional development costs within 5 calendar days after receiving an invoice from Dating Frame following the completion of such services. If bespoke development is not set live after the development costs have been incurred, the Partner will be responsible for these costs.
3. Partner Payments and Referral Fees
3.1. Dating Frame and its payment service partners process member payments, renewals, re-bills, cancellations, and refunds. Dating Frame reserves the right to reject any payment that does not comply with its policies and those of its payment service providers.
3.2. Dating Frame will pay the Partner the agreed referral fee revenue share on net payments received from members who originated via correctly tagged site traffic sent from the Partner domains/websites pointing to the Platform.
3.3. The standard referral fee commission rate is a tiered percentage of Net Revenues, dependent on sales volumes. Details are available on the Dating Frame website. Any amendments must be agreed upon in writing between the Partner and Dating Frame.
3.4. Net payments mean gross sales receipts less VAT, credit card and merchant charges, currency conversion costs, chargebacks, fines, refunds, fraud, or any reimbursements for costs of collection. Payments are made only after actual revenue is received by Dating Frame.
3.5. Dating Frame will issue a self-billing invoice on the 10th of each following month, with payments made 60 days in arrears. For example, payment on 18th of March would be for member payments in January.
3.6. Partner payments will be made by bank transfer in EUR, USD, or GBP, as chosen by the Partner. The Partner must ensure their bank account details are accurate and updated in their Partner account. Dating Frame is not responsible for payment issues due to incorrect details provided by the Partner.
3.7. For VAT registered Partners: All commissions are payable inclusive of VAT, which the Partner is responsible for paying to the relevant tax authority.
3.8. Payments require a minimum earning threshold of 250 GBP. If this threshold is not met, the balance will carry over for up to one year until the threshold is reached.
3.9. The Partner must actively promote their website(s) to generate traffic. Accounts with no new sales for three months will be declared dormant, forfeiting any due payments.
3.10. Dating Frame is not liable for referral fees related to introductions of other customers/Partners unless expressly agreed upon in writing.
4. Partner Website Policies
4.1. Dating Frame will provide a Partner Administration Interface for the Partner to set up, control, manage, report, and administer their websites. The Partner can access this secure area using the designated administrator username and password. If guidelines are not followed, Dating Frame reserves the right to remove administrative rights or terminate the site(s).
4.2. The Partner website(s) shall display a “Powered by Dating Frame” link in the footer of the homepage.
4.3. Subscription prices are determined solely by Dating Frame to optimise conversions, retention, and revenue yield. The Partner cannot offer, promote, or advertise any discount without prior written agreement with Dating Frame.
4.4. The Partner may use the service personally but does not gain any special privileges. All memberships are subject to the same general Terms and Conditions as any other registered member.
4.5. The Partner acknowledges that all contracts and commercial terms with Dating Frame are confidential. Dating Frame will not disclose specific details or agreements with other Partners.
4.6. The Partner agrees to receive promotional information from Dating Frame. Partners can unsubscribe by contacting customer services.
4.7. Members referred via the Partner’s website will receive regular emails from Dating Frame, including service-related emails, newsletters, promotional offers, and login details. Members can opt out of these emails at any time. Dating Frame has the right to use the Partner’s domain names and branding in these emails.
4.8. Dating Frame will provide customer support and moderation for all members registered via the Partner’s website. Dating Frame reserves the right to remove any detrimental members.
4.9. Dating Frame’s customer support staff will identify as representatives of the Partner when communicating with members.
5. Partner Website Branding, Marketing, Liability, and Fair Practice
5.1. The Partner is solely responsible for their website’s brand name, URL, and content.
5.2. The Partner’s domain name, website name, and content must not be offensive or inflammatory. Dating Frame reserves the right to delete any offending sites.
5.3. The Partner warrants that all branding and materials used are properly licensed and do not infringe third-party rights. Proof of licensing must be provided upon request.
5.4. The Partner shall not use any brand or trade name similar to another Partner’s.
5.5. Dating Frame reserves the right to suspend, remove, or amend any site involved in third-party infringement complaints.
5.6. The Partner agrees to indemnify Dating Frame against any costs, damages, or losses due to branding or materials used on the Partner website.
5.7. Partners must not solicit members to move to other sites. Any breach will result in immediate termination and forfeiture of unpaid or future payments.
6. Unsolicited Email Policy
6.1. Sending unsolicited email (spam) to promote a Partner’s website is prohibited. Breach of this policy will result in immediate termination and forfeiture of unpaid or future payments.
6.2. Unsolicited email is defined as any commercial email sent without an existing relationship or user permission.
6.3. The Partner agrees to indemnify Dating Frame against any third-party claims due to breaches of this clause.
7. Member Personal Information and Data Protection
7.1. All member profiles and personal data collected via the Partner’s website belong to Dating Frame. Partners are entitled to a revenue share commission on sales from referred members.
7.2. To protect privacy, no personally identifiable information will be provided to the Partner. However, Partners can access anonymised data reports.
7.3. Dating Frame will comply with the Data Protection Act 2018.
8. Partner Confidentiality and Information
8.1. Dating Frame will use Partner information for legitimate purposes.
8.2. The Partner is responsible for maintaining the accuracy of their account information and protecting their account access details.
8.3. Both parties agree to keep all confidential information secret and not use it for any unauthorised purpose.
8.4. Confidentiality does not apply to publicly available information or required legal disclosures.
9. Modifications to this Agreement
9.1. Dating Frame reserves the right to modify the terms of this Agreement. Modifications will be posted in the Partner Administration Interface or via email. Partners may terminate the Agreement within 30 days of notification if they disagree with the changes.
10. Term and Termination
10.1. This Agreement commences when the Partner’s application is accepted and continues for an initial 12-month term.
10.2. The Agreement renews automatically on a rolling 12-month basis unless terminated with 3 months’ notice after the Initial Term.
10.3. Dating Frame may terminate the Agreement immediately for material breach, insolvency, or criminal conviction affecting Dating Frame’s reputation.
10.4. If terminated for cause, the Partner forfeits its right to any unpaid or future payments.
10.5. If terminated without cause, Dating Frame will continue to pay the Partner all payments and commissions due on the then current paying members for six months from the termination date.
10.6. If the Partner redirects their domain away from the Dating Frame Platform, Dating Frame reserves the right to withhold all outstanding payments for up to six months to cover potential chargebacks or refunds.
11. Continuation of Service
11.1. Upon termination or expiry of this Agreement, all access to the Platform via the Partner’s website will be terminated.
11.2. To fulfil its legal obligations, Dating Frame reserves the right to migrate members from redirected websites to another site on the Platform and inform members of the change.
12. Limitation of Liability
12.1. Dating Frame will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data. Our aggregate liability shall not exceed the total referral fees paid or payable to you under this Agreement during the 12 months preceding the date of incurring such damage or loss.
13. Warranties and Indemnities
13.1. Dating Frame makes no warranties or guarantees regarding the level of revenue or profits the Partner may receive.
13.2. While Dating Frame endeavours to provide services professionally, there is no guarantee of uninterrupted or error-free operation of the Platform. Dating Frame is not responsible for any loss of revenue due to operational failures.
13.3. The Partner shall defend, indemnify, and hold harmless Dating Frame from any third-party claims, damages, costs, and expenses arising from:
- 13.3.1. The Partner’s breach of any warranty or representation.
- 13.3.2. Gross negligence or wilful misconduct of the Partner.
- 13.3.3. The Partner’s violation of any applicable law or regulation.
- 13.3.4. The Partner’s infringement of any intellectual property rights.
14. General
14.1. The Partner and Dating Frame are independent contractors. Nothing in this Agreement implies a joint venture, partnership, franchise, sales, or employment relationship.
14.2. Any disputes regarding payments or business practices will be resolved within 28 days of notification.
14.3. The Partner is responsible for any taxes due on partner payments and agrees to pay them in full to the relevant authorities.
14.4. This Agreement is governed by the laws of England. Any disputes shall be settled by binding arbitration in England, with proceedings conducted in English.
14.5. This Agreement represents the entire agreement between the parties and supersedes any prior agreements, whether written or oral.
14.6. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER SERVICE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.