Affiliate Program

Terms & Conditions

By signing up to be an affiliate in the Capsule Affiliate Program (the “Program”) through the PartnerStack platform you agree to be bound by the following terms and conditions (the “Terms”). Please ensure that you read them carefully before signing up. These Terms are a legal agreement between: (i) Zestia Limited a company registered in England and Wales under company number 06418281 and having its registered office at 20 Dale St, Manchester, M1 1EZ (“Zestia”, “we”, “us”) and You (the “Affiliate”, “you”), where you are a customer of Zestia; or

(ii) MPZMail Limited a company registered in England and Wales under company number 11234241 and having its registered office at 20 Dale St, Manchester, M1 1EZ (“MPZ”, “we”, “us”) and You (the “Affiliated”, “you”), where you are a customer of MPZ.

(iii) Zestia Limited a company registered in England and Wales under company number 06418281 and having its registered office at 20 Dale St, Manchester, M1 1EZ (“Zestia”, “we”, “us”) and You (the “Affiliate”, “you”), where you are a non-customer.

These Terms are in addition to any terms and conditions that you may have agreed to pursuant to an agreement with PartnerStack. In the event of a conflict between these Terms and any policies of Zestia or MPZ, these Terms will take precedence. We and the Affiliate each acknowledge that they may be parties to agreements with PartnerStack and may be participants in a PartnerStack Program. You acknowledge that we are not a party to any agreement You may have with PartnerStack, and will be in no way responsible for the performance of PartnerStack and that we are not an agent or representative of PartnerStack.

We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Program after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time on the PartnerStack platform.

Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned during the violation.

Change history

24th June 2015 - Bring invoices in line with Self Billing regulations in the UK

17th September 2020 - Extend explanation of inappropriate advertising and promotion

26th May 2022 - Introduction of PartnerStack platform for the management of affiliates

1st May 2024 - Relaunch of program with varying commission structures added.

Account Registration & Terms

All participation in the Program is subject to our approval, which may be withheld in our sole discretion. In addition, each approval is made on a website by website basis, for those Affiliates operating more than one website. The Affiliate must submit the URL for each website for which the Affiliate is seeking approval.

Unless notified to the contrary, in writing from us, all prospective Affiliates must submit an application to us through the PartnerStack Platform in order to become an “approved” Affiliate eligible to participate in the Program. We will notify each prospective Affiliate through PartnerStack in writing (by e-mail or otherwise) whether or not it has been approved. The Affiliate is not authorised to participate in the Program or to post Links to the our website until approved in advance by us.

If approved, the Affiliate consents to be contacted at the email provided in applying for the Program. Affiliate’s consent may not be revoked except in writing by both Parties

You must be 18 years of age or older to join this Program.

You may not use the Program for any illegal or unauthorised purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).

You may not use the Program to earn referral fees on your own accounts of the Capsule or Transpond services (“services”).

Referral Links & Promotion

Once you have signed up for the Program you will be provided with a URL link that must be used to identify you when placing a link from your site, email or other communications to the Capsule website. It is your responsibility to ensure each such link is correctly formatted.

We may also provide graphical images that can be used within the links to promote Capsule. You may not modify these images in any way. We reserve the right to change the images at any time without notice.

Affiliate links must point to the home page of the Capsule website. Links to other pages inside the Capsule website will not earn credit. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.

From time to time we may decide to offer you discount codes to use when promoting Capsule. You are only authorised to use discount codes which have been assigned specifically to you. In addition, you may not place any discount code offered by Capsule on any coupon or discounts website.

Unacceptable Websites

We will not approve your application or cancel your participation in the Program if we determine in our sole discretion that your site is unsuitable, including if your site displays, stores, processes or transmits:

• Material that infringes on a third party's intellectual property or proprietary rights or is used without appropriate consent;
• Hate‐related material advocating discrimination against individuals or groups;
• Material promoting or related to tragedy and conflict of any kind;
• Obscene or sexually suggestive material, or anything which exploits minors under 18 years of age or violates any applicable laws or governmental authority regulations related to child protection;
• Material that violates, encourages or furthers conduct that would violate any applicable laws, including any criminal laws, or any third‐party rights, including publicity or privacy rights.

Usage Guidelines

Capsule requires that Affiliates use only the marketing materials available from the PartnerStack Platform. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the marketing materials or marks are permitted.

Any marketing materials or visual display for the Affiliate's products or services that use the “Capsule” trademark or logo must (in the sole opinion of Capsule) be consistent with the following brand attributes of the products and services offered by Capsule (e.g. easy-to-use, simple and powerful) and must comply with the Capsule Trademark Usage Guidelines.

We have the right to review Affiliate’s use of the Capsule mark and marketing materials and we may provide input about whether said materials or displays are compliant. If marketing materials or visual displays are, in our sole opinion, inconsistent with our requirements, we can require that such materials be changed prior to any public distribution as set forth in the Terms. If the Affiliate does not make the changes to its site that we deem necessary, we reserve the right to terminate your participation in the Program.

In addition to the above, the appropriate ownership legend must be included in the “legal notices” section of any materials in which the “Capsule” logo or mark is displayed. This legend must read generally as follows: “Capsule is a registered mark, displayed with permission.” In advertising and promotional materials, the legend is typically placed at the bottom of the ad or layout. The legend may appear in small type, but must still be legible.

Unless authorised in writing by us, an Affiliate will not bid on or purchase keywords, search terms, or other identifiers, including the word “Capsule”, “Zestia”, “Transpond”, “MPZmail”, “www.capsulecrm.com”, “Capsule crm”, any other trademark or brand name of Capsule, Transpond, MPZ or Zestia, or any variations or misspellings of any of these words (“Prohibited Keywords”) or otherwise receive any paid search results using the Prohibited Keywords. The Affiliate will enable negative keyword matching for all Protected Keywords, will not use Prohibited Keywords in any display URL content and may not direct link to a Capsule sales page from any paid advertising.

Inappropriate Advertising and Promotion

You must not engage in any form of inappropriate or unethical advertising and promotion. We have the sole right to decide whether a promotion method used by you is appropriate or inappropriate.

Inappropriate forms of advertising and promotion include, but are not limited to:

• Using any illegal or spam method of advertising like unsolicited email, repeated placing of your referral link in forums, newsgroups, message boards, social media sites etc. We will not tolerate any form of spam or unsolicited email.
• Links which contain altered or deceptive source identifying information. For example: links must not mislead customers into believing that they are dealing with us directly, or which falsely state or otherwise misrepresent your affiliation with us or to the Capsule website.
• Targetting or placing advertisements on keywords and phrases containing our trademark, or variations or misspellings of the trademarked term. This means for example, that you may not bid on Pay per Click or Pay per Impression campaigns on any keywords or phrases containing our trademarks or registered URLs, or on any variations, abbreviations, or misspellings of the same.
• Other than on websites you own, or where you have our prior approval, you may not place advertisements that in any way advertise, display or contain our trademark (“Capsule”) or our registered URL (“capsulecrm.com” or any variation, abbreviation, or misspelling of the same.
• Providing cash backs, rewards, or any other kind of incentives without prior approval from us.
• Using our advertising materials, trademark, or name in a way that is detrimental to our image, as determined at our sole discretion.
• Using iframes or any other techniques or technology to add a tracking cookie to a referral by any means other than an actual click-through.
• Your domain name(s), social media profiles, or any other online or offline presence must NOT contain keywords and phrases containing our trademark or any other variations or misspellings confusingly similar to our trademark, name, or domain name.
• You may not place any discount code offered by us on any coupon or discounts website.

Referral Fees

For the sale of a subscription to be eligible to earn a referral fee:

• The customer must not have already visited the Capsule website via another source within the past 30 days;
• And the customer must click-through a link from your site, email, or other communications to the Capsule website and sign up within 30 days of the initial click-through. If they fail to sign up within those 30 days and later return without following your link, you will not earn a referral fee.

We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they signed up through you but it was not tracked by our system.

The referral fee varies depending on the number of paying customers that you refer. This is 20%, 25% or 30% of our revenue from customers that you refer depending on the number of paying customers that you have secured. The referral fee will be credited to your Affiliate account when the customer pays their subscription. Although PartnerStack may track and calculate the commission accrued in accordance with the Program, determination of whether the subscription is eligible shall be made by us.

Payments

Commissions will be paid by us to PartnerStack and PartnerStack shall process and distribute commissions, less fees, in accordance with Your PartnerStack Terms of Use. Customer payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures. Disputes regarding commissions or fees should be submitted in accordance with PartnerStack’s Terms of Use.

If fraud is detected, your account will be made inactive pending further investigation. In addition, in the event that you have already received payment for fraudulent activities, we reserve the right to seek credit or remedy from future earnings or to demand reimbursement from you.

The referral fee structure is subject to change at our discretion.

We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in this agreement and shall be the responsibility of, and payable by You.

Customer Definition

Every customer who buys a service through this program is deemed to be a customer of ours. Accordingly, all of our rules, policies, and operating procedures concerning pricing, customer orders, customer service, and services sales will apply to those customers. We may change our policies and operating procedures at any time. We are not responsible for any representations made by the Affiliate that contradict our rules, policies or operating procedures.

Pricing & Availability

We will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Services prices and availability may vary from time to time. Because price changes may affect services that you have listed on your site, you should not display services prices on your site.

We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.

Copyrighted and Trademarked material

You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. We will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.

Term of the Agreement and Program

The term of this agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your address on our records, is considered sufficient notice to terminate this agreement.

We reserve the right to end the Program at any time. Upon Program termination, You will be able to withdraw any legitimate outstanding earnings.

Termination

We, in our sole discretion, have the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other service of ours, for any reason at any time. Such termination will result in the deactivation or deletion of your Affiliate Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they were earned through fraudulent, illegal, overly aggressive, or Inappropriate Advertising & Promotion methods.

We reserve the right to refuse service to anyone for any reason at any time. Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Capsule website and all our images and other materials provided under the Program.

Relationship of Parties

You and we are independent contractors, and nothing in these Termswill create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in these Terms.

Limitations of Liability

We and any of our officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.

Nothing in this legal notice shall exclude or limit our liability for:

1. death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977; or

2. fraud; or
3. misrepresentation as to a fundamental matter; or

4. any liability which cannot be excluded or limited under applicable law.

If your use of material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof. Our maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which we are obliged to pay you in the twelve (12) month period immediately prior to the period giving rise to such Claim.

Arbitration

Any dispute relating in any way to this agreement (including any actual or alleged breach hereof), any transactions or activities under this agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in England and Wales. Arbitration under this agreement shall be conducted under the rules then prevailing of the England and Wales Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this agreement shall be joined to an arbitration involving any other party subject to this agreement, whether through class arbitration proceedings or otherwise.

Notice

We may give notice to you at the e-mail address you provided to us when registering. Notice will be deemed received and properly served 24 hours after an email is sent. In proving the service of any notice, it will be sufficient to prove in the case of an email, that such email was sent to the specified email address of the addressee.

Events outside our control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

1. strikes, lock-outs or other industrial action;

2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

4. impossibility of the use of public or private telecommunications networks;

5. the acts, decrees, legislation, regulations or restrictions of any government.

Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

Waiver

If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

Severability

If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire agreement

These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Program and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.

Governing law and jurisdiction

This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English Courts.