Partner Storefront Agreement

Meanings

1. In the Agreement the following words are defined:

   Agreement

   the agreement set out in this document, including any version published under clause 44;

   Customer

   a person who buys the Services, or who visits the Merchant Website or the Partner Storefront;

   Commencement Date

   the date the Merchant activates the Partner Storefront, as set out in clause 3;

   Confidential Information

   information (however recorded or preserved) acquired by a party under the Agreement which is confidential to the other party because it concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software, or has been developed by the other party under the Agreement;

   Partner

   the business named in the signature record, which promotes the Services and supplies its branding for the Partner Storefront;

   Partner Branding

   the Partner’s trade name, trade or service marks, logos, images and other material supplied by the Partner to the Merchant for display on the Partner Storefront;

   Partner Storefront

   the web pages hosted and operated by the Merchant at www.studiosanta.co.uk which display the Partner Branding and through which Customers may buy the Services;

   Partner Website

   the Partner’s own website, if it has one;

   Promotional Content

   the Merchant’s trade name, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the Services, associated key words and links, and any other copy or content provided by the Merchant to the Partner for the purposes of this Agreement;

   Qualifying Order

   an order for the Services placed and paid for through the Partner Storefront; and

   Services

   the services sold on the Merchant Website as set out in the Schedule.

The arrangement

2. The Merchant is the seller. The Merchant is the sole seller and supplier of the Services. The Merchant contracts directly with each Customer on its consumer terms and conditions, takes payment, produces and delivers the video, and is responsible for that consumer contract. The Partner does not sell the Services, does not take payment for them, and does not contract with the Customer. The Partner Storefront forms part of the Merchant Website and is hosted and operated by the Merchant.
3. When this Agreement starts. This Agreement is offered when the Partner applies and signs it, and takes effect on the Commencement Date — the date the Merchant activates the Partner Storefront. The Merchant is not obliged to accept any application. If the Merchant does not activate a Partner Storefront within 6 months of signature, this Agreement lapses and neither party owes the other anything under it.
4. What the Partner does. The Partner promotes the Services to its customers and visitors, supplies the Partner Branding for the Partner Storefront, and receives a fee on each Qualifying Order under clause 20.
5. No authority to bind the Merchant. The Partner must not, and has no authority to: enter into any contract on the Merchant’s behalf; make any representation, warranty or promise about the Services beyond the Promotional Content; accept payment for the Services; set or vary prices other than through the discount tools the Merchant provides; agree, offer or promise a refund, credit, replacement or re-record; vary the Merchant’s consumer terms; or otherwise hold itself out as able to bind the Merchant.

Promotional content and the storefront

6. The Partner is authorised on a non-exclusive basis to promote the Services to its customers and website visitors using the Promotional Content. The Merchant may appoint other partners, including in the same area.
7. The Merchant will provide the Partner with the Promotional Content solely for the purposes of promoting the Services. Use of the Promotional Content is subject to this Agreement, and the Merchant may object to any use of it that the Merchant considers inappropriate or inaccurate, or for any other reason in its absolute discretion.
8. The Merchant will host and maintain the Partner Storefront, which forms part of the Merchant Website and is not the Partner’s website. The Partner Branding displayed on it remains the Partner’s property. Each party otherwise retains sole ownership and control of its own website and is responsible for maintaining it.
9. The Partner indemnifies the Merchant against all claims, damages, losses, liabilities, costs and expenses arising from the Partner’s breach of this Agreement, negligence, unlawful or misleading advertising, any claim about the Services the Partner was not authorised to make, or its infringement of a third party’s rights.

Fulfilment, customer service and refunds

10. The Merchant is responsible for producing and delivering the Services, and for all customer service in relation to them, including enquiries, complaints, cancellations, refunds and chargebacks. Customers are to be directed to the Merchant at hello@studiosanta.co.uk.
11. Where a Customer raises a complaint or a request with the Partner, the Partner must pass it to the Merchant promptly and must not attempt to resolve it on the Merchant’s behalf. Nothing in this clause prevents the Partner from helping a Customer find their order or directing them to the Merchant.
12. Ordering deadlines. The Merchant publishes the last date for ordering in time for Christmas. The Partner must not advertise, state or imply any ordering deadline, delivery date or turnaround time other than the one the Merchant publishes at that time.

Reporting and records

13. The Merchant will make available to the Partner, through the Partner’s portal, records of Qualifying Orders and the fees arising from them.
14. Queries. The Partner may query a fee within 60 days of the end of the month it relates to, and the Merchant will provide reasonable supporting records. Fees not queried within that period are treated as agreed. Nothing in this clause affects a genuine error either party later discovers.

Compliance and marketing conduct

15. Qualifying Orders are recorded by the Merchant against the Partner Storefront through which the order was placed. The Partner is not required to implement tracking of its own, and the Merchant’s records are the basis on which fees are calculated.
16. The Partner will comply with all applicable laws and regulations, including consumer protection and unfair trading law and the Digital Markets, Competition and Consumers Act 2024. Any marketing communication about the Services which is not otherwise obviously identifiable as advertising must be clearly identified as an advertisement before the Customer engages with it, using “Ad”, “Advertisement” or an equally clear identifier, and the Partner must disclose that it receives a fee on qualifying sales where relevant.
17. Marketing conduct. Advertising standards treat promotion by a partner as advertising for which the brand may be held responsible. The Partner must not:
    1. make any claim about the Services that is inaccurate, exaggerated or misleading, including about price, availability, turnaround or what the video contains;
    2. state a price, discount or saving other than the price shown on the Partner Storefront at the time;
    3. use false urgency or scarcity — countdowns, "only today", or stated stock limits that are not real;
    4. write, commission, incentivise or publish a review or testimonial that is not genuine;
    5. send marketing by email, SMS or telephone without its own lawful basis and any consent required by the Privacy and Electronic Communications Regulations 2003;
    6. bid on the Merchant’s trade marks or brand terms in paid search, or register or use a domain name, social media account or profile that impersonates the Merchant or is confusingly similar to its brand;
    7. address marketing for the Services directly to children, or invite a child to submit their own details; or
    8. engage in cookie stuffing, link interception, spam, or the abuse of voucher or coupon channels.
18. The Partner will comply with the Data Protection Act 2018 and the UK General Data Protection Regulation in respect of any personal data it handles in connection with this Agreement.
19. The Partner warrants that its website and premises do not:
    1. promote sexually explicit materials;
    2. promote violence;
    3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    4. promote illegal activities; or
    5. incorporate any materials which infringe or assist others to infringe any copyright, trade mark or other intellectual property rights, or which violate the law.

Fees and payment

20. The fee. The Merchant will pay the Partner 33% of the amount actually paid by the Customer for each Qualifying Order. That amount is taken after any discount and before deduction of payment processing charges, and excludes any sum refunded. The fee is inclusive of VAT where the Partner is registered for VAT; where the Partner is not registered, no VAT is added.
21. Refunds and chargebacks. Where an order is refunded in full, cancelled or charged back, no fee is payable on it. Where an order is refunded in part, the fee is recalculated on the amount the Customer has paid net of the refund. Where a fee has already been paid, the Merchant may deduct the difference from the next payment due, or if no further payment is due, the Partner must repay it within 30 days of written demand.
22. Discounts. The Partner may run promotional discounts on the Partner Storefront using the tools the Merchant provides, up to any limit the Merchant sets from time to time. Where the Partner sets a discount, the cost of that discount is shared between the parties, and the Partner’s fee for the affected orders is reduced by the Partner’s share. The Merchant will show the current sharing rule and any limit in the Partner’s portal before a discount is set.
23. The Merchant will pay all fees due for a calendar month within 30 days of the end of that month, by bank transfer to the account the Partner nominates. The Partner does not need to submit an invoice to be paid. The Merchant will provide a statement of the Qualifying Orders and the fees for that month, which the Partner may use for its own records. Where the Partner is registered for VAT, the Partner remains responsible for accounting for VAT on its fees under clause 24.
24. Tax. Each party is responsible for its own tax. The Partner is responsible for accounting for income tax, corporation tax and VAT on its fees, and must keep the Merchant informed of its VAT registration status and number.
25. No guaranteed income. Any figures the Merchant publishes about potential earnings, traffic or conversion — including in any calculator, illustration or marketing material — are estimates for illustration only. The Merchant gives no representation, warranty or guarantee as to the number of orders the Partner Storefront will receive or the fees the Partner will earn, and the Partner does not rely on any such figure in entering this Agreement.

Licences

26. The Merchant grants the Partner, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free licence to:
    1. use and reproduce the Promotional Content in accordance with this Agreement; and
    2. display it on the Partner Website, at the Partner’s premises and on the Partner Storefront, solely to market the Services. Promotional Content supplied by the Merchant through the Partner’s portal is approved for use without further submission. Any other proposed use must be submitted to the Merchant not less than 5 business days before the intended date of use, and approval is deemed given if the Merchant does not object within that period.
27. The Partner grants the Merchant, for the term of this Agreement, a non-exclusive, royalty-free licence to use and display the Partner Branding on the Partner Storefront and in related marketing of that storefront. The Partner warrants that it owns or is licensed to use everything it supplies for that purpose, and indemnifies the Merchant against any claim that such use infringes a third party’s rights.
28. The Partner must not alter, remove or permit the alteration or removal of any Promotional Content or identifying mark placed by the Merchant, without the Merchant’s prior written approval. Except as set out in this Agreement, nothing gives the Partner any right, title or interest in the Promotional Content, the Services, any underlying intellectual property, or the Merchant’s goodwill, all of which are the Merchant’s exclusive property. The Partner must not, during this Agreement or afterwards, challenge or assist others to challenge the Promotional Content or its registration, or attempt to register any mark, trade name or domain name confusingly similar to it.
29. Each party will cease using the other’s marks immediately on request, and the licences at clauses 26 and 27 terminate automatically when this Agreement terminates.

Suspension and termination

30. Immediate suspension. The Merchant may suspend the Partner Storefront and the Partner’s portal access immediately, without notice and without waiting for any cure period, where it reasonably suspects fraud, unlawful or misleading advertising, a data breach, misuse of the Promotional Content, a payment or chargeback problem, or a safeguarding or serious reputational concern. The Merchant will tell the Partner why as soon as reasonably practicable, and will restore access if the concern is resolved. Suspension is not termination, and fees on Qualifying Orders already placed remain payable.
31. Either party may terminate this Agreement for any reason by giving the other 30 days’ notice.
32. Either party may terminate immediately by written notice if the other party:
    1. does not pay any sum due under the Agreement within 30 days of the due date;
    2. commits a material breach which is not remediable, or fails to remedy a remediable breach within 30 days of written notice specifying it;
    3. persistently breaches any term of the Agreement;
    4. is dissolved, ceases to conduct substantially all of its business, or becomes unable to pay its debts as they fall due;
    5. is a company over any of whose assets or property a receiver is appointed;
    6. makes a voluntary arrangement with its creditors or, if a company, becomes subject to an administration order within the meaning of the Insolvency Act 1986; or
    7. if an individual or firm, has a bankruptcy order made against it, or if a company, goes into liquidation.
33. Termination does not affect either party’s rights, including rights to be paid, or remedies accrued at the date of termination.
34. Orders in progress. On termination for any reason, the Merchant will complete and deliver all Qualifying Orders placed before the termination date, and fees remain payable on them under clauses 20, 21 and 23. This is not a concession: the Merchant is the seller and the Customer’s contract is unaffected by the Partner leaving. The Partner Storefront will be withdrawn and the licence at clause 27 ends.
35. On termination the Partner must permanently remove all Promotional Content from its website and premises and return it to the Merchant.
36. Survival. Clauses concerning confidentiality, intellectual property, data protection, outstanding payments, indemnities, limitation of liability and governing law survive termination, together with any other provision which by its nature is intended to.

Confidentiality

37. Each party will use Confidential Information only to perform its obligations under the Agreement and will not disclose it, except:
    1. where required by law, court order or a governmental or regulatory body;
    2. to its employees, officers, sub-contractors, representatives or advisers who need to know it to discharge its obligations and who agree to use it only for that purpose and not to disclose it;
    3. where the information has become generally available to the public other than through a breach of the Agreement;
    4. where the information was available or known to it on a non-confidential basis before disclosure under the Agreement; or
    5. where the information was developed by or for it independently of the Agreement.

Liability, availability and events outside our control

38. This Agreement constitutes the entire agreement between the parties and replaces all prior discussions and arrangements. All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law, without limiting or excluding liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
39. The Merchant’s total liability to the Partner in relation to any event or series of related events is limited to the fees due to the Partner under this Agreement.
40. Neither party is liable to the other under the Agreement, except where required by law, for any:
    1. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
    2. loss or corruption of data, information, database or software;
    3. loss of profits;
    4. loss of business;
    5. depletion of goodwill or similar losses; or
    6. loss of anticipated savings.
41. Storefront availability. The Merchant will take reasonable steps to keep the Partner Storefront available but does not guarantee that it will be available, uninterrupted or error-free, and may take it down for maintenance. The Merchant is not liable for orders not placed during any period of unavailability.
42. Events outside our control. Neither party is liable for any failure or delay in performing its obligations caused by an event beyond its reasonable control, including failure of hosting, payment processing, telecommunications, internet or third-party artificial-intelligence or video-production services, cyber attack, power failure, fire, flood, epidemic, industrial action or act of government. The affected party will tell the other as soon as reasonably practicable. If such an event continues for more than 30 days, either party may terminate on written notice.

Changes

43. The Merchant may change the Services, including their content and pricing. The Partner must promptly replace existing Promotional Content with any updated Promotional Content provided. A change to pricing does not change the fee percentage at clause 20.
44. Changes to this Agreement. The Merchant may publish a new version of this Agreement. The Merchant will give the Partner at least 30 days’ written notice of a new version and of the date it takes effect. If the Partner does not accept it, the Partner may terminate under clause 31 before that date; otherwise continuing to operate the Partner Storefront after that date constitutes acceptance. Fees on Qualifying Orders placed before the new version takes effect are calculated under the version in force when the order was placed.

Technical support

45. The Merchant will provide reasonable technical support to the Partner during normal business hours in relation to the Partner Storefront and the Partner’s portal access. The Merchant gives no guarantee of response times, and is not responsible for the Partner’s own website, systems or equipment.

Data protection

46. Each party will, at its own expense, comply with and assist the other to comply with all legislation and regulatory requirements in force from time to time relating to personal data, including the UK General Data Protection Regulation and the Data Protection Act 2018. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations under those requirements.
47. Roles of the parties. The Merchant is the controller of personal data relating to Customers and to any child named in an order, in relation to the ordering, production, payment, fulfilment and administration of the Services. Where the limited data described in clause 48 is disclosed to the Partner, the Partner becomes a separate and independent controller of that data solely for the purposes permitted by clause 48. The parties are not joint controllers, and neither acts as processor for the other in respect of that data.
48. What the Partner receives. In respect of Qualifying Orders only, the Merchant discloses to the Partner: the order reference, the Customer’s name, the product bought, the amount, the order status and the date. The Merchant does not disclose the Customer’s email address, telephone number or postal address. The Partner may use that data only to verify the fees due to it and to recognise a Customer who contacts it about an order. The Partner must not add a Customer to any marketing list, contact them for marketing purposes, sell or disclose the data, or combine it with data from any other source.
49. Children’s data. The Merchant does not disclose to the Partner any personal data relating to a child, including a child’s name, age, town, interests, achievements or Christmas wish, nor any script produced from it. The Partner must not request, collect or seek to receive any such data, whether from the Merchant, a Customer or a child, and must not invite a child to provide their own details. This is deliberate: the data concerns children, and the fewer parties holding it the better it is protected.
50. Customer videos. A finished video is personal to the Customer and the child in it. The Partner has no right to view, download, copy, publish, broadcast or use any Customer’s video, or any part of it, for marketing or any other purpose, including where the order was placed through the Partner Storefront. Where the Merchant wishes to use an example video in marketing it will obtain that Customer’s separate permission.
51. Requests from Customers. Where a Customer makes a request to the Partner concerning their personal data — to erase, access, correct, restrict or port it, or objecting to processing — the Partner must forward it to the Merchant without undue delay and in any event within 3 working days, and must not attempt to action it itself. The Partner may tell the Customer that the Merchant holds the data and direct them to their account settings or to hello@studiosanta.co.uk. The Partner cannot delete a Customer’s data through the portal, by design: erasure spans all of that Customer’s orders, including orders placed through other partners.
52. Security and retention. The Partner must keep the data described in clause 48 secure, restrict access to personnel who need it for the permitted purposes, and not transfer it outside the United Kingdom. On termination the Partner must delete any copies held outside the portal, save what it is required by law to retain for its own accounting purposes and for no longer than the law requires.
53. Breach. The Partner must notify the Merchant without undue delay and in any event within 24 hours of becoming aware of any accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of or access to data received under clause 48. The Merchant may have to notify the Information Commissioner’s Office within 72 hours of becoming aware of a breach and cannot assess one it has not been told about. As a separate controller of that data, each party remains responsible for assessing and complying with any notification obligations applying to it under data protection law.
54. Erasure and the Partner’s records. Where the Merchant erases a Customer’s data, the order records visible to the Partner are retained for fee and tax purposes with identifying data removed. The Partner acknowledges that the Customer’s name will no longer be visible against those orders, and that this does not affect fees already earned.

General

55. Assignment and subcontracting. The Partner may not assign, transfer or subcontract the benefit or burden of the Agreement without the Merchant’s prior written consent, not to be unreasonably withheld. The Merchant may: (a) subcontract or use third-party suppliers and service providers in performing its obligations, including hosting, payment processing, email, video production and customer support, while remaining responsible to the Partner for those obligations; and (b) assign or transfer the Agreement to a group company, or to a purchaser of the Studio Santa business or of substantially all of the Merchant’s assets, on written notice to the Partner.
56. Both parties, and the signatories to this Agreement, warrant that they are authorised to enter into it and have obtained all necessary permissions and approvals.
57. The Partner is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
58. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement, and no third party has any right to enforce or rely on any provision of it.
59. If any court or competent authority finds any provision or part-provision invalid, illegal or unenforceable, it will to that extent be deemed deleted, and the validity and enforceability of the remaining provisions is unaffected.
60. No waiver. A failure or delay in exercising any right under the Agreement does not waive that right, and a single or partial exercise does not prevent any further exercise of it or of any other right. A waiver is effective only if given in writing.
61. Any notice under the Agreement, other than in legal proceedings, must be in writing and delivered by pre-paid first class post to, or left by hand at, the other party’s registered address or place of business, or sent by email to the address notified by that party. Notices:
    1. sent by post are deemed received, where posted from and to addresses in the United Kingdom, on the second business day, and where posted from or to addresses outside the United Kingdom, on the tenth business day, after posting;
    2. delivered by hand are deemed received when left at the proper address; and
    3. sent by email are deemed received on the next business day after sending.

Governing law and jurisdiction

62. This Agreement is governed by and interpreted according to the law of England and Wales. All disputes and claims arising under it, including non-contractual disputes or claims, are subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule — Services

Personalised video messages from Santa Claus, produced to order from details provided by the Customer and delivered as a digital video file, together with any other personalised video services the Merchant offers from time to time.