Our dynamic, bespoke affiliated marketing solutions meet your precise requirements. We generate strategic partnerships through our established and highly evolving network to generate tangible results.
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We believe that our talented and accomplished team of industry professionals along with our application of premium technology solutions will enable your business to grow, with real-time performance monitoring through our comprehensive and optimized reporting and analytics.
Advertisers can optimise their performance marketing by instantly partnering with thousands of publishers globally, but we do more that simply increasing volumes.
Accessing our diverse, premium network of affiliates identifies your growth opportunities and we assist you in honing in on the right publishers for you and your business to increase sales, drive growth and extend your brand and product sales to new markets.
Our 360° performance marketing solutions adopt a dynamic approach to manage regional campaigns on a market-by-market basis if required across:
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Retargeting and remarketing
More ways to grow your business
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Integrated, easy to navigate tool box to create and manage ads and content
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Through a single navigable interface, advertisers can:
Create and manage affiliate marketing solutions: standard rich media display ad formats and online banner ads in picture, Flash and HTML formats as well as mobile banner ads, rich media and online/mobile video formats
Search for Publishers across multiple-fields
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Manage reporting analytics
Shoogloo Media- Advertiser Terms of Service
A) SHOOGLOO MEDIA operates a range of services allowing Affiliates to transfer visitors from their own Affiliate Websites to the Merchant and thereby earn commission according to the terms of the relevant service.
B) SHOOGLOO MEDIA wishes to offer to the Company the opportunity to be a Merchant [in respect of those services listed Schedule 1 hereto and may wish to offer further additional services from time to time].
C) The Company wishes to become a Merchant in respect of those services offered by SHOOGLOO MEDIA as described and on the terms and conditions contained in this Agreement. The Company may wish to take up further additional services as may be offered by SHOOGLOO MEDIA.
1. Definitions and Interpretation
1.1. In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
means the owner or operator of a website who has an agreement with SHOOGLOO MEDIA to participate in the Services
means any website owned or operated by an Affiliate and on which the Services are presented
means one of the Services where individual advertising is placed with Affiliates
The element of Commission payable to SHOOGLOO MEDIA under this agreement that SHOOGLOO MEDIA subsequently pays onto the Affiliate
Any Affiliate who incentivizes transactions to consumers by offering to share some or all of the Affiliate Commission with the consumer in the event of a completed transaction, whether through cash or points.
Means a consumer who is signed up to a Cashback Affiliate and purchases the Company's products with the expectation of receiving cashback.
Means Commission paid to SHOOGLOO MEDIA by the Company in respect of an abortive sale or application and which the parties agree in writing shall be repaid to the Company. For the avoidance of doubt Clawback will not operate on any campaign without the express, prior written agreement of both parties.
means commission payable by the Company to SHOOGLOO MEDIA under this Agreement
means the website of the Company through which the Product is advertised or sold
means the criteria, as agreed in writing between SHOOGLOO MEDIA and the Company and communicated to Affiliates, that a transaction must meet to be confirmed. For example, a retail transaction where the purchase must not be returned within the returns period or a policy with a monthly charge where the first months payment must be received)
means the period required to asses whether a transaction meets the Confirmation Criteria
means a transaction that meets the Confirmation Criteria
means the content or appearance of any web page providing, describing or referring to the Services as may be provided to Affiliates by SHOOGLOO MEDIA from time to time
Means one or more persons appointed by the Company with authority to consider and approve or reject Affiliates or potential Affiliates and to terminate the Company's cooperation with any Affiliate.
means the account of the Company on a secure area of the SHOOGLOO MEDIA Website accessible only by the Company and SHOOGLOO MEDIA
SHOOGLOO MEDIA Website
SHOOGLOO MEDIA Tracking
means the system developed by SHOOGLOO MEDIA to track transactions generated on the program and record such detail as is required to calculate the Commission and effectively manage each Program
means the product(s) or services of the Company marketed [or to be marketed] through the Services
means any product specific content(whether editorial banners or text links) provided by the Company to be used by Affiliates to present the Products on the Affiliate Websites. This includes Product Feeds as appropriate.
means an electronic file provided and updated by the Company including such details of the Products as are required to allow Affiliates to integrate these within the Affiliate Websites. The format and timing of the provision of such feeds shall be as agreed between the parties from time to time.
means the range of services detailed in Schedule 1 in which the Company will participate together with such services as SHOOGLOO MEDIA may make available to the Company from time to time and as the Company may take up by agreement in writing in the form attached hereto at Schedule 1 Including but not limited to the Affiliate Program.
Means any query raised by a Cashback Consumer, regarding a product that may have been purchased that consumer and on which they may be due cashback from the Cashback Affiliate.
Means any Transaction Query that is provided to Shoogloo Media by the Cashback Affiliate and which has been generated in accordance with the Cashback Rules.
Criteria means the criteria, as agreed in writing between Shoogloo Media and the Company and communicated to Affiliates, that a transaction must meet to be validated.
Means a transaction that meets the Validation Criteria.
1.2. Words denoting the singular shall include the plural and vice versa;
1.3. Words denoting any gender shall include all genders;
1.4. References to persons shall include firms corporations and other associations or bodies of persons whether or not incorporated and any government state or agency of a state whether or not any of the foregoing has any separate legal personality;
1.5. Any reference to a statute or statutory provision shall be construed as including a reference to any statutory modification consolidation or re-enactment (whether before or in the case of consolidation or re-enactment only after the date hereof) from time to time and shall include reference to any provision of which it is a re-enactment (whether with or without modification) and any bye-laws, statutory instruments, rules, regulations, orders, directions, consents and permissions made or given thereunder and any conditions attaching thereto;
1.6. Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;
1.7. Any reference to Clauses, sub-Clauses and paragraphs is to Clauses, sub-clauses and paragraphs of this Agreement.
2. Provision of Services
2.1. In consideration of the Commission, Shoogloo Media will provide and the Company will take up the Services on the terms contained in this Agreement.
2.2. The Company shall access its Merchant Account on a regular basis and shall at all times provide accurate and up to date information in respect of Products for inclusion by Shoogloo Media as appropriate in the Content. The Company shall ensure at all times that any variable elements of such information (e.g. interest rates or prices) are complete and accurate and are not misleading at all times.
2.3. The Company shall indemnify and keep indemnified Shoogloo Media against all and any claims, damages, losses or liability howsoever arising whether directly or indirectly as a result of incomplete, inaccurate or misleading data or information relating to its Products and provided by the Company, its agents, servants or employees.
2.4. The Company shall not use or enable any third party to use information or data obtained through the Merchant Account or otherwise as a result of this Agreement for the purposes of sending or generating unsolicited bulk e-mail or spam. The Company shall indemnify and keep indemnified Shoogloo Media against all and any claims, damages, losses or liability howsoever arising whether directly or indirectly as a result of such use of information or data.
2.5. If the Company is at any time unable to access the Merchant Account for the purposes of complying with its obligations under clause 2.2, it shall immediately notify Shoogloo Media. Shoogloo Media shall use its reasonable endeavors to resolve any such problem as soon as practicable provided that where in the reasonable opinion of Shoogloo Media the problem cannot be rectified within 48 hours, the Company consents to the Products being removed from the Services until such time as the Company's access is resolved.
2.6. Shoogloo Media cannot warrant usual functionality of the Merchant Account or Services at all times, but will use reasonable endeavors to ensure that downtime is kept to a minimum.
2.7. Shoogloo Media reserves the right to withdraw from the Company with immediate effect any one or more of the Services in the event of any problem with the functionality of the Service in question which Shoogloo Media is unable to resolve within 48 hours of becoming aware of the same.
2.7 Shoogloo Media reserves the right to alter or change the Content from time to time, save that any change to the Product Content will not be made without the prior written consent of the Company.
3.1. The Company shall pay to Shoogloo Media Commission in relation to each Service as set out or otherwise referred to in the relevant Insertion Order, or on such terms as the parties may agree from time to time. Except where the Company has agreed to different terms with an Affiliate, in which situations the terms of the agreement with the Affiliate will apply„ the Company may alter those elements of the Affiliate Commissions, Validation Criteria or Confirmation Criteria, that are determined by the Company, at any time subject to giving Shoogloo Media at least 14 days’ notice, such changes always to take effect from the beginning of a calendar month.
3.2. Where Shoogloo Media Tracking is used, the Company shall provide to Shoogloo Media such assistance as it shall require to enable it to set up Shoogloo Media Tracking on the Merchant Website to facilitate monitoring of the performance of the Services. The Company is responsible for maintaining any elements of Shoogloo Media Tracking that are included on the Merchant Website and ensuring that they are not removed or altered in anyway without the prior agreement of Shoogloo Media. The Company shall indemnify and keep indemnified Shoogloo Media against all and any claims, damages, losses or liability howsoever arising whether directly or indirectly as a result of any problem with tracking caused by the Companies actions. Where Shoogloo Media Tracking is not used the Company is responsible for ensuring the accurate reporting of all transactions generated on each program in sufficient detail to allow the accurate calculation of Commission. The Company shall indemnify and keep indemnified Shoogloo Media against all and any claims, damages, losses or liability howsoever arising whether directly or indirectly as a result of any a failure by the Company to provide such accurate reporting.
3.4. Should any problem be identified with the tracking such that it does not correctly allocate transactions to individual Affiliates then the Company will work with Shoogloo Media to agree a suitable proxy to calculate the Commission due.
3.5. For the avoidance of doubt, there will be no Clawback of Commission by the Company on transactions which have been validated but which are subsequently cancelled or adjusted.
3.6. Subject to clause 3.6, the Company shall validate and pay invoices within 30 days. Such that in the case of a program that is Shoogloo Media Tracked (with validation) where 5 days are allowed for validation the Company shall pay invoice the invoice within 25 days of the date where no validation is required the Company shall pay within 30 days of the invoice date
3.7. The Company will use reasonable endeavours to ensure that invoices are paid within 30 days of the end of a calendar month following the month of the activity.
3.8. If the period for invoice payment exceeds 30 days, Shoogloo Media shall be entitled to interest on the sum overdue until payment at a rate equal to the minimum lending rate from time to time of National Westminster Bank plc. Plus 4% per annum.
3.9. Shoogloo Media shall keep such records as are adequate to allow calculation by it of the Commission and shall allow the Company access on reasonable notice in writing to inspect such records at the offices of Shoogloo Media during usual business hours.
3.10. In the event of any dispute regarding the amount of any Commission due will in the first instance be referred to the Contact Person who shall negotiate in good faith with Shoogloo Media’s appointed representative with a view to resolving such dispute. If the dispute is not resolved within one week, the matter shall be escalated to the next senior management level within the parties. If the matter is not resolved within 4 weeks of the dispute arising, Shoogloo Media shall be entitled to determine a reasonable resolution to the matter.
4. Affiliate approval and monitoring
4.1 Where the Company takes Affiliate Programme the following provisions shall apply:
4.1.1 Shoogloo Media shall provide in the Merchant Account information concerning any Affiliate or applicant Affiliate applying to participate in the Affiliate Programme together with the applicant's URL.
4.1.2 The Company shall appoint a Contact Person and the Company shall inform Shoogloo Media of the name(s) and contact details of its Contact Person. The Company is solely responsible for ensuring that a Contact Person is available at the Company between 11.30-19.30 SGT on working days and that any changes of such person(s) or their e-mail addresses are promptly communicated to Shoogloo Media.
4.1.3 The Contact Person shall check applications to become an Affiliate in the Merchant Account at least twice a week. The Company shall inform Shoogloo Media of the rejection of any application to become an Affiliate within thirty (30) business days from the date of the Application. In the absence of such notification the application shall be deemed to have been accepted by the Company.
4.1.4 Shoogloo Media agrees to put the Company's details into Shoogloo Media's data system and continuously to supervise, verify and control the function of the links and e-mail addresses and randomly to monitor and view the Affiliates' Websites to the extent Shoogloo Media deems necessary.
4.1.5 The Company is entitled to terminate the cooperation with any Affiliate at any time with immediate effect such termination must be made through the Merchant Account by the Contact Person. At the request of Shoogloo Media, the Company shall forthwith by e-mail furnish Shoogloo Media with a short explanation of the reasons for the termination.
4.2 The Company gives Shoogloo Media the right to conclude agreements with Affiliates wishing to join the Services on such terms as it may determine. Shoogloo Media reserves the right to reject any applicant wishing to become an Affiliate or to remove any Affiliate from the Services at its sole discretion at any time.
4.3 Although the Company is free to communicate with Affiliates as it sees fit, it will not during the period of this Agreement enter into any commission arrangements with any Affiliate.
4.4 Should the Merchant choose to work with Cashback Affiliate, the Merchant shall provide Shoogloo Media with any specific rules to govern the treatment of that activity (the "Cashback Rules"). Shoogloo Media shall ensure that the Cashback Rules are communicated to the relevant Cashback Affiliate.
4.5 Shoogloo Media shall provide the Company with a detailed report of consumer transaction queries (the "Customer Query Log"). The Customer Query Log shall be provided in the format and on the timescales agreed between the two parties from time to time, save that it shall always be provided in a timeframe that allows the Company to meet the response times in clause 4.6.
4.6 The Company agrees to provide resolution of all Valid Queries, in good faith, within 30 days of receiving the Customer Query Log.
4.7 In the event that the Company does not provide the resolution in 4.6 within the timeframes and this results in a liability for the Cashback Affiliate to pay the consumer, then Shoogloo Media shall validate the transactions and invoice the Company in the next monthly invoice.
4.8 If the Company terminates the Agreement with Shoogloo Media or ceases to work with Cashback Affiliates then it shall continue to any Valid Transaction Queries that are raised after such termination or closure.
5. Intellectual Property Rights and Confidentiality
5.1. Shoogloo Media owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected with the Services, including but not limited to the software necessary for the Service developed by Shoogloo Media and the information that Shoogloo Media collects about Affiliates. The Company, by this Agreement, acquires no rights or licenses whatsoever connected with the Service and the software necessary for the Service or Shoogloo Media other than that explicitly set out in this Agreement.
5.2. Neither party shall reveal the trade secrets of the other party nor use such secrets except for the purpose of fulfilling its obligations under this Agreement. The parties shall take all precautions reasonably necessary to prevent an unauthorized disclosure or use of such trade secrets by employees or third parties.
5.3. The Company agrees in particular not to communicate details of its trading terms with Shoogloo Media to any Affiliate using the Affiliate Programme.
6. Termination of Services
6.1. Either party shall be entitled to terminate this Agreement in relation to any one or more of the Services by giving to the other 1 month notice in writing.
6.2. Shoogloo Media reserves the right to withdraw from any one or more of the Services any Affiliate.
6.3. Shoogloo Media reserves the right to withdraw from the Company with immediate effect any one or more of the Services in the event of:
6.3.1. Any problem with the functionality of the Service in question which Shoogloo Media is unable to resolve within 48 hours of becoming aware of the same.
6.3.2. Any breach by the Company of its obligations contained in this Agreement.
6.3.3. Commission due under this Agreement remains outstanding for more than 60 days
6.4 Either party shall be entitled to terminate this Agreement forthwith if:
6.4.1. The other party commits any repudiatory breach of any of the provisions of this Agreement;
6.4.2. in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
6.43. an encumbrancer takes possession or a receiver or trustee is appointed over any of the property or assets of that other party;
6.4.4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
6.4.5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agreed to be bound by or assume the obligations imposed on that other party under this Agreement);
6.4.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
6.4.7. that other party ceases, or threatens to cease, to carry on business
6.5. For a period of 1 month following termination of this Agreement howsoever arising, the Company will not enter into communication with a view to negotiation or any form of direct or indirect business arrangement with any Affiliate or former Affiliate.
7.1. If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary and reasonable adjustments of the Agreement in order to secure the interests and objectives of the parties prevailing at the time of the Agreement.
7.2. Neither party shall assign its rights or obligations under this Agreement in whole or in party to any third party without the prior written consent of the other.
7.3. The Contracts (Rights of Third Parties) Act, Singapore, shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
7.4. The failure or delay by either party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
7.5. This Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore and any dispute shall be subject to the exclusive jurisdiction of the Singapore courts.
Schedule I - Tracking
The method of tracking for each program will be agreed in writing between the Company and Shoogloo Media prior to the launch of that program.
Depending on the agreed method of tracking the following processes will apply:
1. Shoogloo Media Tracking — Validation Required
1.1. Shoogloo Media shall within 5 business days from the end of each calendar month provide to the Company a statement showing details of such transactions completed in that month as give rise to Commission under this Agreement. The Company shall within 5 business days of receipt of the statement provide to Shoogloo Media a report detailing the Validated Transactions. On request the Company will provide details of the reasons why transactions were not validated.
1.2. Shoogloo Media will upon receipt of such acceptance forthwith render an invoice to the Company for the Commission due and the Company will make payment in accordance with the payment terms
2. Shoogloo Media Tracking — No Validation required
2.1. Shoogloo Media shall within 5 business days from the end of each calendar month provide to the Company an invoice for Commission due in that calendar month. The Company shall within 5 business days of receipt of the invoice provide to Shoogloo Media confirmation of its acceptance of the same.
2.2. The Company will make payment in accordance with the payment terms
3. Shoogloo Media Tracking — Confirmation Period
3.1. Shoogloo Media shall within 5 business days from the end of each calendar month provide to the Company a statement showing details of such transactions completed in that month as give rise to Commission under this Agreement. The Company shall within 5 business days after the Confirmation Period provide a report detailing the Confirmed Transactions. On request the Company shall provide details of the reasons why transactions were not confirmed.
3.2. Shoogloo Media will upon receipt of such report forthwith render an invoice to the Company for the Commission due and the Company will make payment in accordance with the payment terms
4. Not Shoogloo Media Tracking
4.1. The Company shall within 5 business days from the end of each calendar month provide to Shoogloo Media a report of all transactions arising within that month to include sufficient detail as is required by Shoogloo Media to allocate such transactions accurately to Affiliates and calculate the Commission due
4.2. The Company will make payment in accordance with the payment terms.