Affiliates Terms

THIS NEW REG AFFILIATE AGREEMENT is made 19-04-2024

BETWEEN:

(1) New Reg Limited whose registered office is at 52-54 Kent Street, Preston, Lancashire, PR1 1RY ('New Reg');

and

(2) **************** of/whose registered address is at
**************** Company No.: ************ ('the Affiliate').

RECITALS:

A New Reg are the owners and developers of the website https://www.newreg.co.uk, a website that provides information about the business of auto numerology. Included within the site are numerous search facilities providing data about UK vehicle registration numbers.

B New Reg agrees to loan the contents of their website to the Affiliate for the term of this Agreement and the Affiliate wishes to loan the contents of the New Reg website for the said period, subject to the terms and conditions of this Agreement.

IT IS THEREFORE AGREED as follows:

"New Reg" means New Reg Limited.

"You and Your" means the affiliate.

"Site" means a World Wide Website and, depending on the context, refers either to New Reg site located at the URL https://www.newreg.co.uk or to the site that You will use to link to our site (and which You will identify in Your Program application).

"Search Module" The search interfaces with related forms and coding that facilitate the method of accessing the New Reg database.

"Initial Term" Means 12 months from signing this agreement.

"Device" Internet Access Appliance including WAP, TV, Game Console or any other method of accessing the Internet.

"Referral Fee" The fees to be paid to the Affiliate for sales of vehicle registration numbers in accordance with this Agreement.

1. Enrolment in the Program

To begin the enrolment process, You must submit a complete Program application via our site or via email to affiliate@newreg.co.uk. New Reg will evaluate Your application and notify You of Your acceptance or rejection. New Reg may reject Your application if New Reg determines (at New Reg's sole discretion) that Your site is unsuitable for the Program. Unsuitable sites include those that:

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age


Promote sexually explicit materials


Promote violence


Promote illegal activities


Include "New Reg" or variations or misspellings thereof in their domain names


Violate the intellectual property rights of others


If New Reg reject Your application, You are welcome to re-apply to the Program upon removal of the unsuitable material.

You should also note that if New Reg accepts Your application and Your site is thereafter determined (at New Reg's sole discretion) to be unsuitable for the Program; this includes where New Reg deem You to be passing off or infringing trademarks, New Reg may terminate this Agreement.

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2. Links on Your Site

Once You have been notified that Your site has been accepted into the Program, You may provide a New Reg Search Module on Your site that will permit Your site visitors to link directly to our database that contains the results of search queries. New Reg will provide You with technical specifications on how to include a New Reg Search Module on Your site and a telephone number for technical support issues.

Provision will be made for 'developing sites'. You will be provided with a New Reg Search Module for your Proposed Site to aid design and structure of the Proposed Site however activation of the New Reg Search Module will only be executed once the Proposed Site has been made operational. Subsequently you will be unable to earn Referral Fees until your New Reg Search Module has been activated.

To facilitate accurate tracking, reporting, and Referral Fee accrual, New Reg will provide Your site with a specially formatted code within the Search Module criteria and online forms. You will only earn Referral Fees with respect to activity on Your site occurring directly through Your Search Module. No other form of referral shall accrue Referral Fees to your account. New Reg will not be liable to You with respect to any failure by You to use the Search Module code correctly, including to the extent that such failure may result in any reduction of amounts, which would otherwise be paid to You pursuant to this Agreement.

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3. Order Processing

New Reg will process orders placed by customers who utilise the Search Module on Your site. New Reg reserve the right to reject orders that do not comply with requirements that New Reg periodically may establish and ALL transactions are subject to availability and the New Reg Terms and Conditions of business as amended by New Reg from time to time, which may be found on our site and within the Search Module. New Reg will be responsible for all aspects of order processing and fulfilment in line with our terms. Among other things, New Reg will prepare official forms; process payments, amendments and cancellations; and handle all customer transfer services. New Reg will track sales made to customers who purchase vehicle registration numbers using Your Search Module and will make available to You reports within 7 days by way of an online administrative tool provided by New Reg. The form and content of the reports may vary from time to time at our discretion, however you will be able to monitor each provisional order being placed via Your own Search Module by means of the online administrative tool provided for said use.

In the event that a sale/transaction exceeds a period of 12 weeks after receiving full payment and all documents necessary to perform the transfer of the number and subject to the transfer not being held within the DVLA * system, the customer shall be given the option of a full refund of the purchase price paid or to continue with the transfer process.

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4. Referral Fees

New Reg will pay You (in accordance with Sections 5 and 6 below) Referral Fees on sales to third parties. For a sale to be eligible to earn a Referral Fee, the customer must use the Search Module within Your site, select and purchase the number using the automated ordering system, comply with the New Reg terms of business and remit full payment to us. New Reg will not, however, pay Referral Fees on any sales that are added to a customer's Shopping Cart or are purchased via our own site upon the customer accessing our site directly, even if the customer previously followed a link from Your site to our site or first used Your Search Module.

Vehicle registration numbers listed in our search results, as POA (Price On Application) are not eligible for any Referral Fees. Any payments credited to Your account for POA enquiries are at the sole discretion of New Reg. In addition, You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on Your site to access site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on Your site to access our site); or (b) post any Special Links on any Website not controlled by You or other platform that is accessible through any Internet Access Appliance. If New Reg determines, at our sole discretion, that You have offered any person or entity any such consideration or incentive, or posted Special Links on any such Website or platform not controlled by you, New Reg may (without limiting any other rights or remedies available to us) withhold any Referral Fees otherwise payable to You under this Agreement and/or terminate this Agreement.

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5. Referral Fee Schedule

You will earn Referral Fees in the following manner:

For sales that are below a gross sale value of FIVE THOUSAND POUNDS STERLING, 10% of the gross sale value up to a maximum of ONE HUNDRED POUNDS STERLING shall be paid to You as a Referral Fee. For sales that are equal to or exceed a gross sale value of FIVE THOUSAND POUNDS STERLING, a flat Referral Fee of TWO HUNDRED POUNDS STERLING shall be paid to You as a Referral Fee.

Gross figures exclude any VAT and DfT Fees that may be applicable. All Referral Fees become payable upon completion of the transfer and issue of ALL replacement documents by the Driver & Vehicle Licensing Agency.

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6. Referral Fee Payment

New Reg will pay You Referral Fees for completed transfers on a Monthly basis. Due to the nature of the industry and the reliance upon certain Government Agencies, Referral Fees shall only be paid upon completion of the transfer in line with our terms and conditions. Please note that transactions can take over 12 weeks to complete and occasionally fail. Within 30 days following the end of each calendar month, New Reg will pay You for the Referral Fees earned on our sales that were completed during that month. All payments must be made by BACS or similar and Your bank account details shall be required to facilitate this service. However, if the Referral Fees payable to You for any calendar month are less than ONE HUNDRED POUNDS, New Reg will hold those Referral Fees until the total amount due is at least ONE HUNDRED POUNDS or (if earlier) until this Agreement is terminated.

Referral Fees accrued by NON VAT Registered candidates will only be released upon receipt of an invoice from you. You will be notified of the accrued amount at the end of every month in order to facilitate the invoicing. Invoices must be posted to: New Reg, P.O. Box 911, Longton, Preston, Lancashire, PR4 5PS or emailed to affiliate@newreg.co.uk. Invoices must be received by the 16th of the month. Invoices for commission must be received within six weeks of the sale taking place. In the event New Reg does not receive an invoice from you, 12 weeks after the date of notification, New Reg reserve the right to retain the accrued referral fees. The release of these referral fees will be subject to New Reg discretion.

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7. Policies and Pricing

Customers who buy vehicle registration numbers through this Program will be deemed to be customers of New Reg. Accordingly, all New Reg rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, and sales will apply to those customers. New Reg may change its terms and conditions, policies and operating procedures at any time. For example, New Reg will determine the prices to be charged for numbers sold under this Program in accordance with its own pricing policies. Prices and availability may vary from time to time. Because price changes may affect vehicle registration numbers that You already have listed on Your site, You may not display price information outside the Search Module area. New Reg will use commercially reasonable efforts to present accurate information, but New Reg cannot guarantee the availability or price of any particular number.

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8. Identifying Yourself as an Associate

New Reg will make available to You a small graphic image that identifies Your site as a Program participant. You must display this logo or the phrase "In association with New Reg" somewhere on Your site. New Reg may modify the text or graphic image of this notice from time to time; provided that You will be given full rights of approval prior to such amended image appearing on Your site. You may not make any press release with respect to this Agreement or Your participation in the Program without our prior written consent, which may be given or withheld at our sole discretion. In addition, You may not in any manner misrepresent or embellish the relationship between us and You, or express or imply any partnership between us and You or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that New Reg supports, sponsors, endorses or contributes money to any charity or other cause).

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9. Limited License

New Reg grant You a nonexclusive, revocable right to use the Search Module graphic image and text described in Section 8 and such other images for which New Reg grant express permission, solely for the purpose of identifying Your site as a Program participant and to assist in generating sales You may not modify the graphic image or text, or any other of our images, in any way. New Reg reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may reasonably change from time to time.

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10. Responsibility for the Sites

You will be responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. For example, You will be responsible, save to the extent that materials are provided by New Reg, for:

The accuracy and appropriateness of materials posted on Your site (including, among other things, all vehicle registration number-related materials).


Ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).


The technical operation of Your site and all related equipment.


Placing a button or link from you main menu that links to the Search Module.


Ensuring that materials posted on Your site are not libellous or otherwise illegal.
New Reg disclaim all liability for these matters. Further, You will indemnify and hold us harmless from all costs, damages, and expenses suffered or incurred by New Reg as the result of any claim arising from the development, operation, maintenance, and contents of Your site PROVIDED that:

the claim does not arise from the Search Module or any other materials or information provided by New Reg for inclusion on Your Site ("New Reg Materials"); and


New Reg gives You immediate and complete control of the claim, does not prejudice Your defence or settlement of the claim and provides You, at Your expense, with all such assistance as You may reasonably request in connection with the defence or settlement of the claim
New Reg shall indemnify and hold You harmless against all costs (including legal costs), damages and expenses suffered or incurred by You as the result of any claim arising from the inclusion on Your Site of the New Reg Materials PROVIDED THAT:

Where practicable You give New Reg immediate and complete control of the claim but New Reg acknowledges that you may have some input into such claim in order to protect your reputation do not prejudice New Reg's defence or settlement of the claim and provide New Reg, at New Reg's expense, with all such assistance as New Reg. may reasonably request in connection with the defence or settlement of the claim.

The limitations of liability contained at clause 14 below shall not apply to the indemnities contained in this clause 10. New Reg warrants that, throughout the period of this Agreement (but subject to the disclaimer contained in the second sentence of clause 15 below) it will maintain its database at its Site.

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11. Term of the Agreement

The term of this Agreement will begin upon our acceptance of Your Program application and will end when terminated by either party giving 30 days written notice to the other that it wishes to terminate provided that such 30 day notice period does not expire during the initial term Confirmation that you have successfully activated the Search Module will be documented in your Referral Fee Logs.

Either party may terminate this Agreement at any time after the Initial Term, with or without cause, by giving the other party two calendar months written notice of termination expiring on or after the expiry of the Initial Term. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from Your site, all links to our site, and all New Reg trademarks and logos, and all other materials provided by or on behalf of New Reg to You pursuant hereto or in connection with the Program. You are only eligible to earn Referral Fees on our sales occurring during the term, (which for the avoidance of doubt means all sales of cherished numbers generated through the search module) , and Referral Fees earned through the date of termination will remain payable only if the related orders are not cancelled or made void. New Reg may withhold Your final payment for a reasonable time to ensure that the correct amount is paid.

Either party may terminate this Agreement at any time, by notice in writing to the other party if the other party is in material breach of this Agreement, such a breach being irremediable or, if remediable, is not remedied by the other party within thirty (30) days of being requested to do so by the first-mentioned party

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12. Modification

After the Initial Term New Reg may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, subject to providing You with 14 days written notice. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement.

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13. Relationship of Parties

You and New Reg are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to neither make or accept any offers or representations on our behalf nor accept payment for numbers. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.

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14. Limitation of Liability

Neither party will be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if the other has been advised of the possibility of such damages. Further, the aggregate liability of either party arising with respect to this Agreement and the Program will not exceed the total outstanding Referral Fees payable to You under this Agreement.

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15. Disclaimers

New Reg make no express or implied warranties or representations with respect to the Program or any numbers sold through the Program. In addition, New Reg make no representation that the operation of our site will be uninterrupted or error-free, and New Reg will not be liable for the consequences of any interruptions or errors. ALL SALES TRANSACTIONS CONDUCTED VIA NEW REG OR ANY SEARCH MODULE ARE SUBJECT TO NEW REG TERMS AND CONDITIONS. A Device that provides Internet access but does not present our site correctly, or permit users to access and interact with our site, in the same manner as a desktop computer, may restrict the functionality of the Search Module. New Reg shall endeavour to promote and utilise the latest developments in technology but in any event shall not be held responsible for failed transactions resulting from Device access.

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16. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT NEW REG MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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17. Miscellaneous

This Agreement is governed by English Law and both parties submit to the non-exclusive jurisdiction of the English courts. You may not assign this Agreement. Failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of either party's right to subsequently enforce such provision or any other provision of this Agreement.