Alison Affiliates Programme

The Parties now hereby agree as follows:

• 1. Alison provides a range of online learning services with free access to over four thousand courses published on the Alison platform.
• 2. Alison provides B2B learning services to corporates and institutions, and the Affiliate may promote the services and solicit new B2B customers to join the Alison platform.
• 3. The Affiliate will be granted its own unique tracker (“UTM”) that the Affiliate must use to invite prospective users in its audience and network to become registered users and active learners on the Alison platform.
• 4. Any Affiliate-introduced users that register for the first time on the Alison platform through the unique Affiliate UTM will qualify as “Affiliate Learners”.
• 5. Affiliate Learners who complete courses or diplomas may, entirely at their own discretion (or as a result of ongoing Affiliate promotion), purchase and pay for one or more certificates and diplomas for the publicly published fee upon completion, thereby generating Learning Revenue for Alison.
  • 5.1. All fully paid and undisputed Learning Revenues received by Alison from Affiliate Learners, net of any other applied discounts and taxes, will qualify for a Revenue Share Commission equal to [20% (twenty percent)] (hereinafter “RSC”).
  • 5.2. The RSC will only be earned and paid on Alison revenue generated within 12 months of a new unregistered user completing their registration on the Alison platform.
  • 5.3. Alison will monitor, catch, report and prosecute to the maximum extent permitted by law any affiliate that it suspects of abusing this affiliate programme purely for their own financial gain, for the purpose of fraud or for criminal intent. Alison reserves the right to suspend any affiliate account at any time, temporarily or indefinitely and without warning or notice and without any reason whatsoever, until Alison satisfies itself that the affiliate is a bona fide operator. Alison reserves the right to demand any further information that it deems necessary to determine the bona fide existence and performance of any affiliate operation at any time. Any claim by Alison against an abusing affiliate will not be limited to any amounts paid or calculated under the RSC.
• 6. Alison will pay a one-off B2B Introduction Fee (“BIF”) to the Affiliate for any successfully onboarded and paid-up B2B customer that is directly introduced by the Affiliate to Alison, and accepted by Alison as a B2B Affiliate introduction. Terms of the affiliate B2B programme are as follows:
  • 6.1. Only Affiliates that have already successfully onboarded regular users on the Alison Platform will be invited to participate on the Affiliate B2B programme, unless agreed otherwise in writing by Alison. Alison reserves the right to change the basis on which introductions will be recognised as the affiliate programme develops.
  • 6.2. A B2B customer is qualified for BIF if they have not already been registered as a B2B user on the Alison Platform [and if they recognise and consent to the Affiliate as being the introducing party by registering the Affiliate’s unique identification number on the B2B registration form].
  • 6.3. The BIF will become payable for qualifying B2B customers only on paid fees, net of any discounts, deductions and taxes as follows:
  • • 6.3.0. FreeLMS subscription with no advance payment bundled with agreed certification discount vouchers for their learners: [zero fee share];
    • 6.3.1. FreeLMS subscription with no advance payment and without certification discount vouchers: [20% (twenty percent) of any net payment received from B2B learners].
    • 6.3.2. Advanced, paid Annual Fee: [20% (twenty percent) of net payment received].
    • 6.3.3. Any further payments or upgrades to the B2B subscription: [20%] on the pro rata share of the net revenue from date of upgrade to the 12 month anniversary of the first date of B2B registration.
• 7. RSC and BIF will accumulate on the Affiliate’s online account until such time as a minimum balance is reached to qualify for payment release (“Minimum Payment Amount”). Payments will be made from time to time as and when the Affiliate’s online account balance reaches the required threshold. The accumulated balance will be shown on the Alison platform under the Affiliate Dashboard, and a history of previous payments will also be recorded and available for examination through the Affiliate Dashboard.
  • 7.1. Alison reserves the right to modify the Minimum Payment Amount from time to time in order to minimise payment transaction fees. Alison will be responsible for sender fees and the Affiliate will be responsible for the recipient fees on the chosen payment provider. The Affiliate shall fill out its own payment Recipient details on the Affiliate online account accessible through the Dashboard page in order to qualify for payments. Alison will increase the available payment providers over time, and the currently available payment providers are: Paypal; Bank transfer via Swift international payment system.
  • 7.2. RSC and BIF are gross amounts that exclude all applicable local sales taxes, if any. Alison reserves the right to make payments net of tax deductions where these become payable to local regulators from time to time. In order to eliminate unnecessary withholding and deduction of regulatory taxes the Affiliate must furnish any information that may be required from time to time by Alison to satisfy regulators that no such deduction is necessary. Alison reserves the right to collect and store Affiliate information to legally satisfy “Know Your Customer” and “Anti-Money Laundering” requirements in your local legal jurisdiction and/or the Alison legal jurisdiction and may withhold or delay payments until the required information is supplied by the Affiliate. All necessary information can be provided through the Affiliate online account.
  • 7.3. Any RSC or BIF that accrue from users and businesses in any legal jurisdiction where it is illegal to make affiliate commissions will be exempt from payment and Alison reserves the right to block payment for any sales made in such jurisdictions.
• 8. Alison is governed by the EU General Data Protection Regulation and has a duty of care to protect your privacy and manage your data responsibly. Alison will not sell or share your data with third parties and will only collect data that is necessary for the implementation of this agreement. You will have access to manage your personal data through the Alison online Affiliate account. Alison’s Privacy Policy is publicly available on the Alison website and gives further details on how Alison meets its obligations to registered learners. As an Affiliate you already are a registered Alison user on the Alison platform and are subject to the ‘General Terms & Conditions’ for usage of the Alison site.
• 9. The term of this Agreement will be for an initial period of twelve (12) months, and will automatically renew on a rolling annual basis on its first and each subsequent anniversary. In case the Affiliate has failed to attract any user that pays for an Alison service during any annual period the Agreement will not renew for the next annual period. The Affiliate may terminate this agreement at any time by cancelling the Affiliate account UTM through the Alison Affiliate Account.
• 10. The Alison Affiliate programme is a promotion strategy, and such strategy is subject to change or to be discontinued. Alison reserves the right to terminate this Affiliate Agreement without notice and without cause at any time.
  • 10.1. In the event of a without cause termination Alison will pay the outstanding balance as shown on the Affiliate Dashboard upon termination.
  • 10.2. For termination with cause, Alison reserves the right to cancel the outstanding balance and no further payments will accrue to the Affiliate.
• 11. Termination for cause may include any industry-standard conditions that may apply including, but not limited to:
  • 11.1. Winding up of business activity or insolvency, international sanctions, or the criminal conviction or declaration of bankruptcy of any officer of any of the Parties;
  • 11.2. Breach of the other's confidentiality;
  • 11.3. Failure to abide by Alison’s fair use policy;
  • 11.4. Bringing the good name of Alison into disrepute;
  • 11.5. Unauthorised security breach or data disclosure;
  • 11.6. Material breach of contract.
• 12. The Affiliate is responsible for its own business, online presence and website, and for keeping itself up to date with any affiliate marketing material and information that may be made available by Alison from time to time. Furthermore, the Affiliate is further limited and obliged as follows:
  • 12.1. This Agreement will not be assignable by either party without the written approval of the other. The Affiliate is not authorised to create sub-affiliates without the prior disclosure and written agreement of Alison.
  • 12.2. This Agreement is mutually non-exclusive and does not entitle any one party to act as the authorised agent or contractor of the other party and neither party will make any representation otherwise to third parties.
  • 12.3. The Affiliate will not mimic, imitate, copy or replicate any of Alison’s services or courses. Any affiliate marketing material provided by Alison to the Affiliate does not confer any rights thereto by Alison to the Affiliate. Title and rights to all trademarks, material, content, logos, courses and services shall remain exclusively with Alison.
  • 12.4. The Affiliate will actively not engage with, induce or solicit Alison’s business partners, publishers or users other than as provided for herein. In particular the Affiliate will not compete with the Alison service in the online learning space and will not try to promote, engage or represent Alison publishers on any other online platform.
  • 12.5. Each party will have the right to monitor the other’s online website to ensure that the terms of this agreement are complied with. The Affiliate undertakes to be fair and honest and not to use cookie stuffing or click generators to artificially create traffic leads by robot software.
  • 12.6. Alison is free to update and modify its user, learner and Affiliate terms and conditions from time to time as it may deem necessary.
• 13. The Parties agree to keep confidential the terms of this agreement. Failure to do so by one Party without the written agreement of the other Party will constitute a breach of this agreement and may be cause for termination of this agreement.
  • 13.1. The Parties acknowledge that it is a legal requirement in many jurisdictions to disclose any promotion to the public that will involve an affiliate marketing fee. Therefore the Affiliate agrees to disclose the existence of an affiliate agreement with Alison to its audience when it is promoting and introducing new users and learners.
• 14. Any dispute or difference between the Parties (“Dispute”) arising out of or in connection with this Agreement including but not limited to performance, termination or breach thereof, which cannot be amicably settled first through mutual negotiations during the Rectification Period, shall entitle the offended Party to refer such Dispute for resolution in accordance with the rules of the London Court of International Arbitration with a sole arbitrator mutually appointed by the respective counsel of each of the Parties.
  • 14.1. The proceedings shall be conducted in the English language.
  • 14.2. The place of arbitration shall be London (but a virtual hearing venue will be permitted).
  • 14.3. This agreement shall be subject to the laws of Ireland.
  • 14.4. The arbitration tribunal award shall be binding on both Parties.
• 15. This Agreement shall be governed by and construed by the laws of Ireland and the forum for any legal claims or disputes shall be the courts of Ireland.