MINUTE OF AGREEMENT
BETWEEN
NET-WIZARDS (hereinafter referred to as "the Supplier")
AND <YOUR NAME> (hereinafter referred to as "the Associate")

This agreement between the Supplier and the Associate sets out the whole terms and conditions for the provision of Associate Status Services by the Supplier to the Associate and subject to terms for variation hereinafter specified, are deemed to supersede any prior dealings or negotiations between the parties in respect of Associate Status Services.

1) DEFINITIONS:
a) "the Supplier": Net-Wizards which is a trading division of NetMedia (Scotland) Limited, incorporated in Scotland under the Companies Acts and having its Registered Office at NetMedia Offices, Kilmuir, North Kessock, Ross-shire, Scotland IV1 3XG

b) "the Associate": the person or persons, whether individual(s) or in partnership, some other form of unincorporated body or limited liability company registered under the Companies Acts or comparative legislation within the Jurisdiction within which it is registered, being the party or parties who have completed or agreed to have entered their details on the attached application form which has been duly submitted to and accepted by the Supplier. Where the Associate is more than one person, then each person or persons comprising the Associate will be jointly and severally liable for all obligations and liabilities incurred by the Associate to the Supplier as though each had separately contracted with the Supplier. This definition shall also be deemed to include any Sub-Associate introduced by the Associate to the Supplier, and duly appointed and accepted by the Supplier.

c) "Associate Status Services": means all services provided by the Supplier to the Associate in accordance with this agreement and any other services which the Supplier may offer and the Associate accept from time to time throughout the period of this agreement.

d) "his": throughout this agreement, the use of the word "his" will be deemed to include both male and female individuals, corporate or unincorporated bodies, singular as well as plural and generally any party/parties which comprise the Associate.

e) "sponsoring web-site": means the web site provided by the Associate to create a link to the Supplier.

f) "product": means any goods or services which the Supplier offers for sale to any third party, marketed by the Supplier through the sponsoring web-site in accordance with the Associate Status Services.

g) "software" means any computer programme in any current format supplied by the Supplier to the Associate to enable the Associate to run the programmes required by the Supplier to give effect to this agreement.

h) "customer" means any third party, not being either the Supplier or the Associate who purchases products or other services from the Supplier.

j) "sub-link" means a link to the web site of the Supplier arising when a Sub-Associate is provided with Associate Status Services after being introduced to the Supplier by the Associate.

k) "Sub-Associate" means a third party who is introduced to the Supplier by the Associate and who is then accepted by the Supplier and provided with Associate Status Services.

l) "privileged material" means software or other products invented by or the property of the Supplier which are "market sensitive" meaning capable of being copied and sold for profit by a third party, if not afforded copyright or trademark protection in favour of the Supplier.

m) "standard policies" are the every day business practices applied by the Supplier when selling goods and services to his customers.

2) DURATION OF AGREEMENT
This agreement will commence on the date the Supplier notifies the Associate that his application to become an Associate has been accepted and will continue until terminated by either or both parties in accordance with the provisions for termination hereinafter specified. Application to become an Associate may be made by completing an on-line application form set up on a dedicated web page by the Supplier. Application to become a Sub-Associate may either be made by completing the Supplier's dedicated web-page or one set-up on the web-site of an authorised existing Associate, but the existence of a completed application form on an Associate's dedicated web-page will not imply acceptance by the Supplier and no party will be authorised to act as either an Associate or Sub-Associate until so notified by the Supplier.

3) REFERRAL PRODUCTS AND FEES
As part of the Associate Status Services provided by the Supplier to the Associate, the Supplier will provide the Associate with the necessary instructions to enable the Associate to create a link from the sponsoring web-site to a web-site designated by the Supplier to enable the Supplier to market and sell his product to any person using the link. The link may be in the style of either a banner or text box, as agreed between the parties. The Associate shall be entitled to create or remove as many links as he wishes without the prior consent of the Supplier.
The Supplier will pay to the Associate referral fees where a third party has purchased a product from the Supplier after introduction to the Supplier by means of a link to the Supplier from the sponsoring web site.
All payments will commence after the period specified as the "Qualifying Period", which period is the amount of time a payment made using a certain credit card or debit card can be recalled by the purchaser. The Supplier will send a cheque to the Associate within 7 days of the beginning of each calendar month in respect of sales made by purchasers, provided that the "Qualifying Period" has expired. The value of such a cheque will be the total referral fees earned by the Associate in that month in accordance with the following calculations.

a) A sale will be deemed to have occurred when a customer has paid the Supplier in full for the product supplied.

b) In the event of goods being returned by the customer and a refund issued, or the customer defaulting in payment, the value of such referral fees shall be deducted from the sum due by the Supplier to the Associate in the next monthly statement.

c) In the event of referral fees being due by the Supplier after the termination of this agreement, such fees shall be paid as though the agreement was still in force. In the event of a repayment falling due by the Associate to the Supplier as a result of a cancellation/refund arising, then such repayments shall be deducted from any final payment due to the Associate, failing which the Supplier will issue an invoice for payment to the Associate who will settle payment to the supplier within 30 days of receipt of such invoice.

1) for each product sold, the Supplier will pay to the Associate a fee of 10% of the value of the products sold.

2) for each product sold by means of a sub-link, the Supplier will pay to the Associate a fee of 5%of the value of the products sold in addition to a fee paid to the Sub-Associate of 5% of the value of the products sold.

Example:
in month 1, Associate Mr. Smith is responsible for 5 products being sold through his link, arranges for Mr. Jones and Mr. Brown to take sub-links and Mr. Brown introduces 3 product sales through his sub-link.
After the "Qualifying Period" but before the 7th day of the subsequent month, the Supplier pays Mr. Smith:
5 x 10% for product sales
3 x 5% for the 3 product sales by Mr. Brown
In addition Mr. Brown is paid 3 x 5% for his product sales. However since Mr. Jones has not yet introduced any sales through his link, neither he nor Mr. Smith receive any payment in respect of that sub-link. If Sales Tax, (VAT) is chargeable by either the Associate or Sub Associate, the amount of the Sales Tax, (VAT), will be added to the payment made.

4) ORDER PROCESSING AND SALES MONITORING
It will be the sole responsibility of the Supplier to process all orders received from customers, either directly through a link from the sponsoring web-site/ sub-link or through postal/telephonic/faxed means, as a consequence of the customer being introduced to the Supplier through the sponsoring web-site/sub-link. The Supplier shall retain sole responsibility as to the manner of preparing and processing orders, dealing with cancellations and refunds and all other services provided by the Supplier to the customer. The supplier will apply its rules regarding the process and accepting of orders equally to those generated by the Associate or through sub-links, as it does to all other product sales. It shall remain solely at the discretion of the Supplier whether or not he accepts an order and proceeds with a sale to any prospective customer and in the event of the Supplier declining any order from any existing or prospective customer where such order does not comply with the Supplier's rules regarding the same, the matter shall be of no concern to the Associate.

It shall be the responsibility of the Associate to ensure that all necessary software and monitoring equipment are properly installed to enable the Supplier to process all orders and complete sales. On a regular basis the Supplier will provide the Associate with details of all sales generated, either by means of a designated URL assigned to the Associate for the purpose, constantly updated by the Supplier.

In addition, the Supplier may sell to the Associate the Associate Wizard software package to enable the Associate to enter into his own agreements with third parties whom he can appoint as Associates for his own products. In such circumstances, it will be for the Associate to enter into a written agreement with any such third parties for the provision of Associate Status Services, such agreement to be either drawn in identical or similar terms to the terms of this agreement and subject to obtaining the prior written approval of the Supplier before entering into such third party agreements. In no circumstances will the Supplier attract any liability whatsoever to such third parties for any breach of contract or any matter whatsoever, it being hereby expressly agreed that there will be no contract between the Supplier and any such third party. The commission to be paid by the Associate to the Supplier where any such third party agreement is entered into by the Associate shall be agreed in writing by the Supplier and the Associate from time to time and such terms, once reduced to writing will be deemed to be a part of this agreement and fully binding as though incorporated as a clause herein.

5) PROMOTIONAL MATERIAL, REFERENCES AND TESTIMONIALS
From time to time the Supplier may wish to issue advertising or promotional material and the Associate agrees to comply with all reasonable requests by the Supplier to participate in such promotions, always providing that such participation in no way conflicts with or harms the normal trading of the Associate. The Associate agrees that as part of such a promotion, the Supplier may refer to the Associate's trading name or that of any customer acquired through the link or sub-links provided by the Associate, such promotion either being by means of the Supplier's web-site or some other method agreeable to the Associate. The Associate shall be prohibited from marketing or otherwise publicising the product or Associate Status Services sold or provided by the Supplier except with the express written consent of the Supplier and in no circumstances issue unsolicited or other advertising, mentioning the Supplier, which may be interpreted as spamming and any such un-authorised activity of the Associate shall entitle the Supplier to terminate this agreement immediately upon giving notice to the Associate to that effect.

6) SUB-ASSOCIATES, COPYRIGHT, TRADEMARKS, TRADE NAMES AND PATENTS
While the Associate will be entitled to apply to have another third party appointed by the Supplier as a recognised Sub-Associate, it shall not be acceptable for the Associate to endeavour to have a subsidiary or associated person separately appointed as either an Associate or Sub-Associate without the prior consent of the Supplier and where any Associate is subsequently found to be in breach of his clause by the Supplier, the Supplier shall be entitles to immediately terminate this agreement upon giving notice to the Associate.

No copyright item or trademark, trading name or patent belonging to the Supplier may be used by the Associate or in any way referred to except with the express prior agreement of the Supplier and the Associate must ensure that he complies with all Statutory or other rules and requirements in relation to the use of all or any copyright material, trade name, trademark or patent belonging to either the Supplier or any third party. In no circumstances will the Supplier be responsible for any breach of this clause or any representations made in breach of his standard policies or use of such privileged material without the express prior agreement of the Supplier.

7) STATUS OF CUSTOMERS, PRODUCT AVAILABILITY AND PRICING
Every customer who purchases products from the Supplier is deemed to be a customer of the Supplier and contracts with the Supplier in accordance with the Supplier's standard terms and conditions. The sole responsibility of the Associate is to introduce prospective customers to the Supplier and the Associate shall have no power or authority to accept orders, make representations or otherwise contractually bind the Supplier to any prospective or existing customer. It shall be solely a matter for the Supplier how he markets any goods, processes any orders, deals with problems or availability of products and sets or varies product prices. Where any potential dispute arises as to the actual price of any product being sold by the Supplier from time to time, the actual correct price shall be deemed to be that illustrated by the Supplier on his own web-site linked to your sponsoring web-site. The Supplier will use his best endeavours to ensure that all information as to the pricing and availability of products is correct and up to date, but no warranty can be given in this respect.

8) VARIATION AND TERMINATION OF THIS AGREEMENT
The Supplier shall be entitled to intimate any variation as to the terms of this agreement by posting a modified agreement on his web site. Either party may terminate this agreement by giving the other written notice to that effect. The Supplier shall also be entitled to immediately terminate this agreement in the event of the Associate acting in breach of any of the foregoing terms and conditions of this agreement or if the Supplier ascertains that the Associate has attempted or succeeded in carrying out a fraud or other contravention of the criminal law, either in the jurisdiction applying to this contract or in any other jurisdiction in which the Associate is using the Supplier' Associate Status Services.

9) FORCE MAJEURE, SERVICE INTERRUPTION, LIMITATION OF DAMAGE AND WARRANTY DISCLAIMER
The Supplier will use his best endeavours to ensure continued operation of his web site. Where however such operation is interrupted, for whatever reason, the Associate shall have no claim against the Supplier in respect of loss of trade during any such period of interruption. The Associate also accepts that the operation of the Supplier's service may be interrupted by what may be described as "an Act of God" and in the event of such interruption occurring, no liability will arise on the Supplier to the Associate.

The Associate accepts that no term or clause of this agreement creates any form of partnership, joint venture, agency, franchise arrangement representation or employment between the parties and both parties are separate contracting parties who cannot make either representations or agreements binding on the other. Except as otherwise agreed in writing, the Associate may not assign or otherwise alienate his rights and obligations in terms of this agreement to any third party, which shall nevertheless be binding on his insurers, accepted assignees and successors as though they are themselves contracting parties to this agreement.

The supplier shall have no liability for any losses or damages, loss of revenue or profits, which the Associate may incur, either directly or indirectly, as a consequence of the course of trading between the parties in terms of this agreement. In any event the maximum claim the Associate will have against the Supplier in respect of any matter shall be limited to the total value of all referral fees payable to the Associate in terms of this agreement.

10) GOVERNING LAW AND SERVICE OF NOTICE
This agreement shall be governed by the Law of Scotland and all matters of interpretation or enforcement shall be determined by the said law, regardless of the domicile of either party.

To be legally binding, all notices seeking to vary or interpret the terms of this agreement shall be sent by one party to the other, by e-mail or other Internet based form of communication and will be deemed to have been received by the other party in the event of it not being notified as undelivered within 24 hours by the I.S.P. (Internet Service Provider) responsible for ensuring the delivery of e-mail and other Internet based form of communication for the sender.