Affiliate & Partnership Terms

These Terms apply to anyone taking part in an affiliate, referral, promotional or commercial partnership arrangement with Tooliers Inc.. Specific commercial details may also be agreed separately in writing.

1. Joining
Participation is subject to our approval. We may accept, refuse, suspend or end an affiliate or partnership arrangement at our discretion, subject to any separate written agreement.

2. Independent relationship
You act as an independent contractor. Nothing in the arrangement creates employment, agency, a joint venture or a legal partnership, and you may not make commitments on our behalf unless we expressly authorise you in writing.

3. Referrals and qualifying sales
Where a commission or referral fee applies, the applicable percentage or amount will be communicated separately.
Unless we expressly agree otherwise, commission is calculated on the net amount actually received by us after deducting payment-processing fees, transaction charges, refunds, chargebacks and applicable taxes.
Commission is payable only on qualifying purchases that can reasonably be attributed to your referral. No commission is payable on refunded, cancelled, fraudulent or chargeback transactions, or on transactions that cannot reasonably be attributed to you.

4. Tracking and attribution
We may use referral links, codes, cookies, platform records or other reasonable tracking methods. Where tracking information is incomplete or conflicting, our reasonable determination of attribution will apply unless a separate written agreement says otherwise.

5. Payment of commission
Payment timing and method will be communicated as part of the relevant affiliate or partnership arrangement. We may reasonably delay payment while a refund, chargeback, fraud concern or attribution issue is being resolved.

6. How you may promote our work
You may promote our work through agreed channels such as your website, email, social media, events or personal network. You must describe our work accurately and comply with applicable advertising, privacy, email-marketing and anti-spam laws.
You must not:

• make false, exaggerated or misleading claims;
• promise or guarantee results;
• misrepresent your relationship with Tooliers Inc. or Ozana;
• send unlawful spam or use deceptive marketing practices;
• impersonate us or create the impression that you are an employee or authorised representative when you are not;
• use our brand names, trademarks or protected names in paid advertising, domain names or social-media account names without written permission; or
• copy, teach, adapt or create derivative commercial versions of our proprietary frameworks, methodologies or materials.

7. Brand and intellectual property
Any logos, images, text, links or promotional materials we give you remain our intellectual property or that of the relevant rights owner. You may use approved materials only for the purpose of promoting our offerings while the relationship is active.

8. Your promotional content
If you create your own promotional content, you are responsible for ensuring that it is lawful, accurate and does not make claims we have not authorised. We may ask you to amend or remove content that we reasonably believe is misleading, unlawful or damaging to our brand.

9. Disclosure
You are responsible for clearly disclosing your affiliate, referral or commercial relationship wherever the law or relevant platform rules require it.

10. Ending the relationship
Either party may end the relationship at any time unless a separate written agreement says otherwise. We may suspend or terminate participation immediately for misleading promotion, spam, misuse of intellectual property, unlawful conduct, non-payment, reputational harm or another serious breach.
Ending the relationship does not remove properly earned commission on qualifying transactions completed before termination, subject to refunds, chargebacks and the other terms above.

11. Liability
Nothing in these Terms excludes liability that cannot legally be excluded. To the fullest extent permitted by law, neither party is liable to the other for indirect or consequential losses arising from the affiliate or partnership arrangement unless a separate written agreement says otherwise.

12. Governing law
These Terms are governed by the laws of England and Wales, and the courts of England and Wales will have non-exclusive jurisdiction, subject to any mandatory rights that apply.

13. Changes
We may update these Terms or the structure of an affiliate programme. Changes will not remove commission already properly earned before the change.