Affiliate Terms and Conditions

1 Parties to this Agreement

1.1 "Citola" is Citola Limited. Located at 22 Athol Street, Douglas, Isle of Man, IM1 1JA. Incorporated in the Isle of Man with company Number: 003661V

1.2 "You", "Your" refers to each and every affiliate or sub-affiliate of the Citola Affiliate Program. Participation in the program constitutes full and complete acceptance of the Terms and Conditions set forth herein.

2 Citola Responsibilities.

2.1 Affiliate ID. Upon your acceptance, Citola will provide You with a unique Affiliate ID to specifically identify you. You will be able to use the Affiliate ID to create widgets that you may post in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable placements.

2.2 Tracking. Citola agrees to track the customers referred to Citola via the Affiliate ID provided to you for that purpose. Citola will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement and based upon section 4.2 of this agreement.

2.3 Second Tier. Citola will also track any affiliate that initially comes to Citola via your Affiliate ID and becomes an affiliate during that session. You will receive a second tier commission for each new sale made by each such second tier affiliate made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement. There is no third tier program or commission at this time, nor any tier beyond what is currently offered by Citola.

3 Affiliate Responsibilities.

3.1 Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Citola Affiliate Program does not violate any law, ordinance, regulation or standard.

3.2 Representations. You agree that you will not make any representations, promises, warranties or other statements about Citola or the Citola website, products or policies other than as may be expressly approved in writing by Citola or as otherwise provided to you by Citola for that purpose.

3.3 Affiliate ID. You may use the Citola widget in any form you wish provided that your use of the widget is not in any way disparaging of Citola or otherwise not appropriate or acceptable in Citola sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of Citola or any other party. You may not violate the Citola General Terms and Conditions.

3.4 Amendments. You agree that this agreement may be amended by Citola at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Citola website on a periodic basis.

3.5 Customers of Citola. Citola will have the sole right and responsibility to service all customers secured through your Affiliate ID. All dealings with customers for web hosting and related services shall be directly and solely between customer and Citola. Citola shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to any affiliate.

4 Commissions.

4.1 Commission Rate. Commissions are paid on a one time basis for each new account purchased via your Affiliate ID subject to the Terms and Conditions set forth herein. There will be no obligation to pay any other commission. 

  • You will be paide 7.5% of all carbon offset sales for sold through your site (each month)
  • Rewards from referrals on the number of users who join the Citola program originating from your site
    • 8.5% after first 10 referrals
    • 10% above 50 referrals

 4.2 Qualified Commission. A "qualified commission" is one for which the new account, which is the subject of the commission, has remained in good standing continuously for at least 30 days from its inception. Citola shall make all decisions as to whether any commission is a "qualified commission".

4.3 Payment Date. Citola will pay to you all qualified commissions on or before the end of the month following the date upon which the commission becomes a qualified commission and your balance of commissions is greater then £20.00 (or equivalent).

4.4 Timing of Calculation. Citola agrees to pay you the commission set forth in paragraph 4.1 herein in effect at the time such commission becomes a qualified commission. The commission amount or any other term of this agreement may be changed by Citola at any time without notice to you. It is your obligation to check this agreement document and the Citola website regularly to keep advised of any such changes.

4.5 Payment Form. Commissions will be paid via PayPal. Affiliates must provide a qualified PayPal account in-order to receive payment directly to your PayPal account. Citola is not responsible for any loss or damage sustained as the result of any dealings with or otherwise arising out of disputes with PayPal.

5. Citola Widget

5.1 The Citola widget is provided by Citola. By You making a payment through the Citola widget you agree to be bound by these terms and conditions.

5.2 Carbon Offset Service means the Citola widget which allows you to input data to estimate the Carbon emissions associated with your household or office energy use; transportation or other lifestyle choices. See section 6 of these terms and conditions for more information.

Carbon Instruments means instruments which are issued:

• to confirm that in terms of the verification guidelines one metric tonne of CO2 equivalent has been or will be prevented from being emitted as a result of registered CO2 reduction or removal projects (e.g. replacing coal fired electricity with clean technology); or

• in the expectation that carbon benefit will be delivered in the future from registered CO2 reduction or removal projects (e.g. the replanting of forests on lands which have previously contained forest but have been converted to some other use). This second type of project is referred to as a 'future benefit project'.

5.3 There is a risk that a future benefit project may fail to achieve the full expected carbon benefit (for example, if trees are planted but are burnt down or become diseased). See section 8.1 of these terms and conditions for more information on how we seek to minimise this risk when assessing which Carbon Instruments to include in the Portfolio.

5.4 The Carbon Offset Service means the CO2 emissions offset service provided by Citola. The service allows you to offset CO2 emissions against Citola’s portfolio of projects which have been developed by Citola or selected through a strict selection process involving our specialist environmental advisers. See section 7 of these terms and conditions for more information on how this works.

5.5 CO2 means carbon dioxide which is recognised as the main form of greenhouse gas.

Portfolio means the Carbon Instruments that:

a. are currently held by or for us; and/or

b. we may purchase in the future. See section 8 for further information.

6. Calculation of CO2 emissions

6.1 The Carbon Calculator will base its CO2 emissions calculations on a number of assumptions and guidelines, factor tables and data for CO2 emissions published by The Greenhouse Gas Protocol Initiative, other data in the public domain and Citola Carbon calculation IP. The accuracy of calculations cannot be guaranteed however they should give a reasonable estimate of the amount of CO2 emissions that result from the activities you input into the Carbon Calculator.

6.2 The emissions guidelines, factor tables and data which we use may change over time. If new information is published this may alter calculations for future estimates. No adjustment will be made for past calculations based on previous guidelines, factor tables and data.

7. How it works

7.1 You can make a payment for the Carbon Offset Service online the Citola widget and the associated payment gateway. For each carbon offset transaction a minimum payment requirement of £5 applies and the maximum payment per offset is £50,000 or equivalent currency.

7.2 When You make a payment, Citola will attribute a proportion of our Portfolio to you representing the amount of the tonnage of CO2 emissions that you have indicated that you wish to offset. The proportion of the Portfolio allocated to customers will not exceed the total value (in tonnes) of the Portfolio.

7.3 You can see examples of the projects supported by the Carbon Offset Service on our website at www.citola.com/projects. The Carbon Offset Service supports these projects by allocating Carbon Instruments which have been issued by a project. The Carbon Instruments will verify that the project is designed to achieve or has achieved a set CO2 benefit depending upon the type of project.

7.4 All of the issued Carbon Instruments in the Portfolio have been or will be registered as retired at the appropriate Register or otherwise removed from the trading market. This means that the retired Carbon Instruments can no longer be bought or traded or used for meeting carbon emissions allowances.

7.5 You will not receive any legal title to or any other right in:

• any of the projects which are supported as a result of our Portfolio investments; or

• our Portfolio or any of the Carbon Instruments.

7.6 You can select a particular project for your payment to support; however, this is limited to options clearly represented on Citola web products only.

7.7 We will issue a certificate to you by email confirming we have attributed a proportion of our Portfolio to you or your nominated person. The proportion allocated will represent the tonnage of CO2 emissions which you have paid to offset. The certificate is not transferable.

8. Portfolio

8.1 We produce and select Carbon Instruments based on strict development and selection criteria including the ability to deliver defined environmental benefit and on the recommendation of our forestry partners and specialist environmental advisers. Each of the Carbon Instruments (and their underlying projects) held within the Portfolio are registered with either:

• the United Nations' Clean Development Mechanism; or

• a voluntary carbon register such as the Voluntary Carbon Standard.

8.2 The operation and structure of each project is controlled by Citola or the organisation responsible for the project.

9. Cancellation Rights

9.1 You have a right to cancel your carbon offset under this agreement. You must exercise your right to cancel, within 14 days of your certificate being received, by giving the notification of cancellation by email to support [at] citola.com. Upon receiving this notification we will issue you with a full refund of your payment within 30 days and your carbon offset will be cancelled.

10 Ownership and Licenses.

10.1 Property Ownership. Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

10.2 License. Citola grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the Citola widget on your site(s). You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.

10.3 Cease use upon demand. You agree to immediately cease the use of any widget upon request made by Citola to the email address provided by you and maintained on file for you by Citola.

11 Termination.

11.1 Effect upon Commission. Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 11.2 herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission which is not a qualified commission as of the date of notice of termination shall not thereafter become a qualified commission and your affiliate account (and any remaining earnings not qualified under these terms) will be deleted immediately.

11.2 Breach of this agreement. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of Citola termination of this agreement in its entirety.

11.2.1 Suspension. Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by Citola will become a termination under 11.2 as of the date of the initial suspension.

11.3 Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Section 11 (Termination), Paragraphs 12.1 through 12.13 (inclusive) and 12.14 – 12.17 shall survive such termination and remain in full force and effect.

12 General.

12.1 Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.

12.2 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

12.3 Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.

12.4 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you agree to be bound by the Citola General Terms and Conditions which are incorporated herein as though set forth at length herein.

12.5 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the Citola Affiliate Program.

12.6 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not transmit any information which is or might be considered to be defamatory or libelous.

12.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene;

12.8 Public Relations. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not take any action which might harm Citola. All feedback is to be directed to affiliate [at] citola.com.

12.9 Damage Citola. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Citola that you will not take any action that would in any way damage Citola or otherwise compromise it's servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.

12.10 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY CITOLA PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT CITOLA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, CITOLA DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL CITOLA BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

12.11 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL CITOLA BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT CITOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.12 or (iv) either party's liability for death or personal injury or their own acts of fraud.

12.12 Indemnification. You agree to indemnify, defend and hold harmless Citola and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney's fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.

12.13 Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

12.14 Choice of Laws /Venue. This Agreement has been made in and shall be construed and enforced in accordance with the laws of England. Any action to enforce this Agreement shall be brought in the federal or state courts located in England.

12.15 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

12.16 Integration. This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Citola on the Citola website.

12.17 Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the Citola Affiliate Program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by Citola without notice to any other party other than changing the agreement itself made available by Citola to the affiliates on the Citola website.