Ambassador agreement

1. INTRODUCTION

1.1 Overview of the Socially Spirited Ambassador Program

The Socially Spirited Ambassador Program (hereinafter referred to as the “Program”) is operated by Socially Spirited Ltd, of 3 Chartwell Road, Southport, PR8 2QP, ENGLAND and with company number 15125561 (“Socially Spirited”), a direct-to-consumer beverages platform. The Program provides an opportunity for individuals, influencers, bloggers, and other consumers (collectively referred to as “Ambassadors” or an “Ambassador” if the context requires) to promote Socially Spirited’s products and earn commissions through unique Ambassador links. All promotional activities and any other activities performed by the Ambassador pursuant to the Program are collectively referred to as the “Promotional Activities”.

1.2 Purpose of the Agreement

This agreement between Socially Spirited and the Ambassador concerned (hereinafter referred to as the “Agreement”) outlines the terms and conditions governing the relationship between Socially Spirited and the Ambassador through the Program. It ensures a fair, transparent, and mutually beneficial collaboration, reflecting shared values of transparency and honesty.

1.3 Acceptance of Terms

By signing up for the Program, the Ambassador acknowledges that they have read and understood the terms contained in this Agreement and, by signing up, the Ambassador accepts the terms contained in this Agreement and agrees to comply with this Agreement. Participation in the Program constitutes a binding legal agreement between the Ambassador and Socially Spirited. If an Ambassador does not agree to the terms in this Agreement, they must not sign up or participate in the Program. The Ambassadors and Socially Spirited acknowledge that nothing in this Agreement is intended to grant exclusivity in relation to the Program; Socially Spirited is entitled to engage with other Ambassadors to join the Program and the Ambassadors are entitled to promote products other than those provided by Socially Spirited.

1.4 Term

The term of this Agreement will commence on the registration and approval of the Ambassador for the Program and will end on the termination of an Ambassador’s participation in the Program under clause 6.1.

1.5 Modifications and Updates

Socially Spirited reserves the right to modify, amend, or update this Agreement (or any part of it) at any time. Changes will be communicated via email or the Ambassador’s dashboard. Continued participation in the Program following the communication of the modifications via email or the Ambassador’s Dashboard signifies acceptance of the revised terms.

 

2. AMBASSADOR RESPONSIBILITIES

2.1 Registration and Approval

To become an Ambassador, the individual must purchase one of the Ambassador packs and then complete the registration process. Socially Spirited reserves the right to review, approve, or reject any Ambassador application at its sole discretion. Approval is contingent upon the Ambassador’s adherence to the terms of this Agreement and alignment with Socially Spirited’s values and social responsibility, which includes not engaging in the Prohibited Activities (as set out clause 2.6, below).

2.2 Accurate Information

The Ambassador is required to provide accurate and complete information during the registration process on the Program Website. This includes personal details, contact information, and any other relevant data. The Ambassador must promptly update any changes to this information to maintain accuracy. Accurate information is vital for smooth communication and payment processing, and Socially Spirited will not be liable in any way for costs, losses or liabilities incurred by the Ambassador resulting from false, inaccurate or incomplete information being provided to Socially Spirited during the registration process or at any other time.

2.3 Compliance with Laws and Regulations

The Ambassador must conduct all Promotional Activities in compliance with applicable laws, regulations, and industry standards. This includes, but is not limited to, adherence to advertising regulations, intellectual property laws, Data Privacy Laws and Regulations (defined in clause 5.2), any laws and regulations for the protection of consumers (including but not limited to the Consumer Protection from Unfair Trading Regulations) and any other legal requirements relevant to online marketing and sales. Compliance ensures that both the Ambassador and Socially Spirited operate within the bounds of the law, maintaining the integrity of the Program.

2.4 Ambassador Obligations and Ethical Marketing Practices

The Ambassador must act as an ambassador for Socially Spirited and the Socially Spirited products and services conscientiously, and must at all times act in a competent manner and to the full limit of their skill and ability and must comply promptly with all of Socially Spirited’s reasonable instructions in connection with this Agreement.

The Ambassador must at all times engage in responsible behaviour. Misleading or deceptive activities and actions that, in Socially Spirited’s opinion, contradict its responsible drinking ethos are strictly prohibited and will result in immediate termination from the Program and Socially Spirited will have no liability to the Ambassador as a result of such termination.

2.5 Use of Promotional Materials

In the performance of the Promotional Activities, Ambassadors may use marketing materials provided by Socially Spirited, including images/videos found on/in the image gallery of the Program Website. Ambassadors are permitted to make modifications to these images, such as adding text or other elements, provided that such modifications do not change the product type or the design printed on the product or alter any Intellectual Property Rights (as defined in clause 4.2) contained within the images. All modifications must comply with legal requirements and the rules of the Program, and must maintain the integrity of the product type and design of the product. Any text or elements added must not mislead customers or offer discounts or promotions not available on/in the Socially Spirited store. Misuse or unauthorized modifications may result in Socially Spirited taking action against the Ambassador in its sole and absolute discretion, up to and including termination from the Program.

Ambassadors must ensure that their Promotional Activities or any content that they create does not infringe the Intellectual Property Rights of third parties.

2.6 Prohibited Activities

The Ambassador shall not engage in activities that may harm the reputation or brand image of Socially Spirited or Socially Spirited products or services (“Prohibited Activities”). Prohibited Activities include, but are not limited to:

• spamming or unsolicited marketing communications;
• negative marketing or disparagement of Socially Spirited products or services;
• any activity that is damaging to the reputation of Socially Spirited or Socially Spirited products or services or any activity that is defamatory, offensive, racist, or sexist;
• engaging in fraudulent, misleading, or deceptive practices;
• violating any applicable laws, regulations, or platform policies;
• any activity that contradicts Socially Spirited’s responsible drinking communication; and
• any other activities that conflict with Socially Spirited values, principles, and ethical standards.

Ambassadors are free to promote products from competitors, and Socially Spirited recognizes the Ambassador’s independence in their marketing choices.

Adherence to these guidelines ensures that the Ambassador’s actions align with the positive image and reputation of Socially Spirited. Carrying out any Prohibited Activities may result in immediate termination of the Ambassador from the Program and Socially Spirited will have no liability to the Ambassador as a result of such termination.

2.7 Responsibility for Content and Promotion

Without limiting clause 2.3 or clause 4.5 in any way, the Ambassador is solely responsible for the content and methods used to perform the Promotional Activities and the Ambassador must ensure that their content and communications comply with the CAP advertising code, the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time. Socially Spirited assumes no liability for the Ambassador’s Promotional Activities or the consequences thereof. This responsibility emphasises the importance of ethical and legal compliance in all Promotional Activities.

 

3. COMMISSION STRUCTURE AND PAYMENT

3.1 Commission Rates

The Program offers competitive commission rates including 20% on all sales (excluding delivery charges) of Socially Spirited exclusive products that can be attributed directly to the Ambassador. It also offers an additional 5% on all sales (excluding delivery charges) of Socially Spirited exclusive products that can be attributed directly to any ‘second tier’ Ambassador that was referred to the platform by the aforementioned Ambassador.

Calculation Example:

For example, if an Ambassador (Ambassador A) refers another Ambassador (Ambassador B) to the Program, and Ambassador B generates a sale worth £100, Ambassador B will receive a £20 commission. Simultaneously, Ambassador A will receive a £5 commission for having introduced Ambassador B to the platform. This £5 is paid directly by Socially Spirited and not deducted from Ambassador B’s commission.

3.2 Payment Methods and Schedule

Ambassadors will be paid directly via PayPal at the end of the month following the month of the commission-generating purchase, provided that the order remains paid on the system in accordance with the refund and return policy. The Ambassador’s payment details and preferences can be managed through the Ambassador’s Dashboard.

3.3 Refunds and Adjustments

If a refund is issued after the commission is paid, future commissions will be adjusted to cover the refunded amount. If specific items are refunded, the commission is recalculated based on the commissionable sales of the products that were not refunded. If all items are refunded, no commission is earned for that order. If any commission is to be adjusted, Socially Spirited will provide the Ambassadors with reasonably prompt notice of the adjustment.

3.4 Modification of Commission Structure

Socially Spirited reserves the right to modify the commission structure and commission rates at any time, without prior notice. These changes may be implemented for various reasons, including but not limited to, rewarding Ambassadors for exceptional performance or adjusting to the financial considerations of Socially Spirited. Such modifications may result in an increase or decrease in commission rates, reflecting the evolving needs and goals of the Program. Ambassadors are encouraged to regularly review the commission details on the Program Website to stay informed about any changes. Changes to the commission structure will take effect on the amendment of the commission details on the Program Website and will constitute a variation of this Agreement, following which, continued participation in the Program and performance of the Promotional Activities by the Ambassador will constitute acceptance by the Ambassador of the new commission structure, provided that changes to the commission structure will not have any impact on sales made prior to the change.

 

4. PROMOTIONAL SERVICES AND GUIDELINES

4.1 Promotional Services

By participating in the Program, the Ambassador agrees to promote Socially Spirited’s products and services and to perform the Promotional Activities, including on the Ambassador’s social media accounts, as applicable. Subject to compliance with the relevant social media platform’s terms and guidelines, each social media post can be repeated across the Ambassador’s accounts on different social media platforms.

The Ambassador will modify or remove from its social media accounts on the request of Socially Spirited any posts published in connection with the Promotional Activities that do not align with Socially Spirited’s values and social responsibility and/or are considered to be Prohibited Activities in the reasonable opinion of Socially Spirited. A failure to modify or remove such posts following the request of Socially Spirited will be a breach of this Agreement and the Ambassador will not be entitled to any commission on sales directly attributable to that post.

4.2 Use of Socially Spirited materials and Intellectual Property Rights

Ambassadors are permitted to use and modify Socially Spirited product images or marketing images in their Promotional Activities, provided that they adhere to specific guidelines.

All intellectual property rights, including but not limited to copyrights, trade marks, patents, and design rights, inventions, trade secrets, trade and business names, logos, moral rights and all other registered and unregistered rights affording equivalent protection in any country and/or jurisdiction (“Intellectual Property Rights”), related to Socially Spirited products, images, logos, and branding and promotional materials, remain the exclusive property of Socially Spirited and nothing in this Agreement is intended to transfer such Intellectual Property Rights to the Ambassadors. Socially Spirited grants to each Ambassador for the duration that each Ambassador is part of the Program a limited, revocable, non-exclusive license to use these materials solely for the purpose of performing the Promotional Activities within the framework of the Program.

Any and all modifications by the Ambassadors of marketing materials provided to them by Socially Spirited for the performance of the Promotional Activities will be carried out in accordance with clause 2.5. The Ambassador will modify or cease using, on the request of Socially Spirited, any marketing materials used in connection with the Promotional Activities that do not align with Socially Spirited’s values and social responsibility and/or are considered to be Prohibited Activities in the reasonable opinion of Socially Spirited. A failure to modify or cease using the marketing materials following the request of Socially Spirited will be a breach of this Agreement and the Ambassador will not be entitled to any commission on sales directly attributable to that Promotional Activity.

Any unauthorised use or infringement of Socially Spirited’s Intellectual Property Rights may result in actions being taken by Socially Spirited at its sole and absolute discretion, up to and including seeking applicable remedies available by law, and/or termination from the Program, and Socially Spirited will have no liability to the Ambassador as a result of such termination.

4.3 Advertising and Marketing Restrictions

Ambassadors must conduct the Promotional Activities in accordance with the compliance obligations at clauses 2.3, 2.4, 2.6 and 2.7.

4.4 Coupon and Discount Policies

Ambassadors may promote Socially Spirited products using authorised coupons and discounts provided by Socially Spirited. Unauthorised or fabricated coupon codes or discounts are strictly prohibited. Ambassadors must ensure that all promotions accurately reflect the offers available on/in the Socially Spirited Store and must not create or distribute false or misleading offers.

4.5 Social Media Guidelines

Ambassadors are encouraged to promote Socially Spirited products on social media platforms, adhering to ethical and responsible marketing practices. All social media promotions must comply with the relevant social media platform’s terms and guidelines. Ambassadors must clearly disclose their relationship with Socially Spirited and the Program in all social media posts, using appropriate disclosure methods such as hashtags or disclaimers. Ambassadors should note that TikTok does not currently allow the advertisement or promotion of alcoholic beverages, and Socially Spirited will not be liable for any liabilities arising as a result of an Ambassador performing the Promotional Activities on TikTok.

4.6 Use of name, likeness, image and testimonials for promotional purposes

Ambassadors authorise the lawful and unlimited use of their name, likeness, image, written comments, testimonials or other documentation in connection with the marketing, publicising, or otherwise promoting Socially Spirited products, marketing programs (including the Program), opportunities, services, or promotional literature without any additional remuneration or other consideration being paid.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidential Information

Ambassadors must treat all information related to Socially Spirited, the Program, and any associated business activities as confidential. This includes, but is not limited to, business strategies, marketing plans, customer data, commission structures, and proprietary technology. Disclosure, dissemination, or use of confidential information which is contrary to this Agreement or is otherwise unauthorised is strictly prohibited and will result in the Ambassador being terminated from the Program and Socially Spirited will have no liability to the Ambassador as a result of such termination.

5.2 Data Privacy and Security

For the purposes of this Agreement, “Data Protection Legislation” includes, but is not limited to, the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations SI 2019/419), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy And Electronic Communications Regulations 2003 (Si 2003/2426), and any other applicable law or regulation in the relevant jurisdiction relating to the protection and security of personal data.

Under this Agreement, and for the purposes of the Data Protection Legislation, Socially Spirited is the controller in respect of personal data collected and processed. Socially Spirited agrees to comply with its obligations under the Data Protection Legislation, including as set out in the Socially Spirited privacy policy.

Ambassadors must comply with all applicable Data Protection Legislation when collecting, processing, or storing personal data related to customers or potential customers in the performance of the Promotional Activities. Ambassadors must implement appropriate security measures to protect personal data from unauthorised access, disclosure, alteration, or destruction. Any breach of data privacy or security must be promptly reported to Socially Spirited.

 

6. TERMINATION AND CONSEQUENCES

6.1 Grounds for Termination

Socially Spirited reserves the right to terminate immediately without prior notice an Ambassador’s participation in the Program for a breach of any term of this Agreement, including, but not limited to:

• non-compliance with applicable laws and regulations (clause 2.3);
• violations of ethical marketing practices (clause 2.4);
• misuse of promotional materials (clause 2.5);
• carrying out Prohibited Activities (clause 2.6);
• misuse of content (clause 2.7); or
• not complying with social media guidelines (clause 4.5).

6.2 Consequences of Termination

Upon termination:

• the Ambassador must cease all Promotional Activities related to Socially Spirited and the Program;
• all outstanding commissions (for the avoidance of doubt, this covers only commissions earned on those sales made prior to the date of termination) will be paid according to the terms of this Agreement;
• the Ambassador’s access to the Ambassador’s Dashboard and resources will be revoked; and
• the Ambassador must also promptly return or destroy all confidential information and promotional materials.

Commissions (whether from sales or ‘second tier’ referrals) cannot and will not be earned after termination.

Other than such commissions due and payable by Socially Spirited to the Ambassador, Socially Spirited will have no liability to the Ambassador for any termination of the Ambassador’s participation in the Program.

6.3 Survival of Certain Provisions

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement (including but not limited to) clauses 4.1 (Intellectual Property Rights), 5.1 (confidentiality), 5.2 (data protection), 6.2 (consequences of termination), 7 (liability and indemnity), and 8.6 (dispute resolution)) will remain in full force and effect.

Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of Socially Spirited or the Ambassadors that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

 

7. LIABILITY AND INDEMNIFICATION

7.1 Exclusion of Liability

Nothing in this Agreement will limit or exclude Socially Spirited’s or the Ambassador’s liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot be limited or excluded by applicable law.

Despite anything to the contrary in this Agreement, and subject to this clause 7.1, Socially Spirited will not be liable for any:

• indirect or consequential loss;
• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information; or
• loss of or damage to reputation or goodwill.

7.2 Limitation of liability

Despite anything to the contrary in this Agreement, and subject to clause 7.1, Socially Spirited’s total liability to any Ambassador under this Agreement will not exceed the total commissions paid to that Ambassador during the three months preceding the event giving rise to the claim.

7.3 Indemnification

The Ambassador agrees to indemnify, defend, and hold harmless Socially Spirited, its directors, officers and employees from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) that arise from or relate to: the Ambassador’s breach of this Agreement; a violation by the Ambassador of any applicable law or regulation; any infringement by the Ambassador’s Promotional Activities or content of the Intellectual Property Rights of third parties; or any other actions or omissions by the Ambassador.

 

8. MISCELLANEOUS PROVISIONS

8.1 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales. Any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts located within England and Wales.

8.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect, without being affected or invalidated in any way.

8.3 Entire Agreement

This Agreement constitutes the entire agreement between Socially Spirited and the Ambassador with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, or representations, whether written or oral.

Socially Spirited and the Ambassadors acknowledge that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

8.4 Notices

All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses provided by the parties during the registration process or as subsequently updated.

Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement in accordance with this clause 8.4 will be deemed to have been duly given or made at the time of despatch during business hours or, if not within business hours, at the start of the next period of business hours, but subject to the sender not having received an “out of office” or “message undeliverable” response (or any similar response), in which case the email will be deemed to have not been given.

For the purposes of this clause 8.4, “business hours” means between 9.00 a.m. and 5.30 p.m. on a Business Day in London, United Kingdom.

8.5 Relationship between Parties

The Ambassador is an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Socially Spirited and the Ambassador. The Ambassador has no authority to bind Socially Spirited to any obligation, make any representations on behalf of Socially Spirited, or incur any liability on behalf of Socially Spirited. The Ambassador is solely responsible for their actions, decisions, and compliance with applicable laws and regulations in conducting their Promotional Activities.

8.6 Complaints Handling and Dispute Resolution

Any complaints, questions and requests can be made to our support team at support@socially-spirited.com. In the event of a complaint or dispute arising out of or in connection with this Agreement, the parties agree to attempt to resolve the dispute through negotiations in the first instance. Nothing in this clause 8.6 will prevent either party exercising its rights under clause 8.1 in relation to a dispute or complaint.

8.7 Third party rights

Except as expressly provided elsewhere in this Agreement, a person who is not an Ambassador or Socially Spirited will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

8.8 No Waiver

No waiver by any party of the breach of any provision of this Agreement shall constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement.

8.9 Transfers

The Ambassador is not entitled to assign, transfer, pledge, encumber or dispose of any of its rights or obligations under this Agreement without Socially Spirited’s prior written approval.