Affiliate Partnership Affiliate Program Partner Agreement

This agreement establishes the terms of the relationship between ("The Company"), and the Affiliate Partner ("Partner") and allows the Partner to offer for sale the Company's products through its own website(s), customer sales or other end user relationships. ("The Company") and the Affiliate ("The Partner") agree that:

1.0 Background

1.1 The Company operates a hotel reservations system, which provides distribution, pricing and reservation for hotels and other properties ("Hotels") worldwide.

1.2 The Partner has agreed that you will promote Hotels via online and/or off-line means to your customers on the terms set out in this agreement. The Partner also accepts all of the pricing, distribution and reservation policies and procedures as carried out by and all of its staff and partners.

2.0 Distribution

2.1 The Partner agrees to accept the Hotels and all other information as listed on the Site and agrees to make no changes to the content and information listed on the Site, unless agreed to by both parties.

2.2 The Company will provide the Partner with all the graphical and technical support required to execute the above. The Partner has a choice to make visual modifications to the content as permitted by the Company.

2.3 The Company will offer technical and marketing assistance to the Partner as required. This will occur between the hours of 9 am - 6 pm, Monday to Friday (Eastern European Time). The Company will endeavour to solve any problem pertaining to any technical issue relating to this Agreement within 48 hours.

3.0 Rights and Obligations

3.1 Under the terms of this agreement, the Partner will market the Company's products and services in return for commissions earned. The Company shall offer its products to the Partner at the same rates it offers these products to the public and the Partner shall sell the Company's products at such rates. The Partner agrees to make no changes to the content on the Site, unless specifically agreed to by the Company.

3.2 The Partner understands and agrees that this agreement to sell the Company's products is non-exclusive. The Company may appoint one or more additional Partners having marketing responsibility in the same geographic area. The Company itself and other Partners may also sell the same products to purchasers located anywhere.

3.3 The Partner agrees not to undertake any advertising and/or marketing activities, which can be misrepresented or misconstrued as having originated from the Company. This includes, (but is not limited to): illegally using the Company brand name, or any of its logos, search engine advertising utilizing the Company name(s) and passing off. The Partner is prohibited from bidding on keywords in search engines that directly relate in any way to the Company trademarks. These include (but are not limited to): Ltd,, Hotel-Board. Should any activity listed above be undertaken by any Partner, the Company reserves the right to suspend commission payment to the Partner immediately, and may suspend the Partner's affiliate account.

4.0 Service

4.1 The Company will be solely responsible for the development, operation and maintenance of the Company's operation and sales systems and for all materials that appear on the Company's place of business or web site. For example, the Company will be solely responsible for:
* The technical operation of the Company's systems, site and all related equipment
* The accuracy and appropriateness of communication with customers
* Ensuring that materials posted on the Company's site are not libelous or otherwise illegal.

4.2 The Partner disclaims all liability for these matters. Further, the Company will indemnify and hold the partner harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Company's operation and web site.

4.3 Consequently, the Partner will indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Partner's operation and web site.

4.4 All issues relating to the booking process are the responsibility of the Company and the Partner shall not enter into any correspondence with the client in any way, unless approached first. All queries relating to the Partner or any of its associations shall be forwarded on to the Partner immediately, as agreed by both parties.

4.5 We make no express or implied representations or warranties regarding the Site or its performance, availability or functionality. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement from the Company are expressly disclaimed and excluded. In addition, we make no representation or warranty that the operation of the Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

5.0 Remuneration

5.1 The Company will track visitors redirected from the Partner and place 30-day tracking cookies on their computers. All sales occurring within 30 days will be counted on the Partner’s commissions.

5.2 The Company will pay the Partner a percentage of the revenue generated by sales resulting from this new cooperative venture. The transactional commissions will be paid according to the following outline:
Commission Paid = (CI - HI - (CI*PP)) * BCP
CI - Client Invoice (what the client paid to us)
HI - Hotel Invoice (what we paid to the hotel)
PP - Processing Percentage - 10%
BCP - Booking Commission Percentage – 50%

5.3 All commission payments will be issued once a month, in US Dollars (USD), Euros (EUR) or CA Dollars (CAD) as selected when you sign up. The Company will provide payment via one of the means specified by the Partner in the affiliate registration form. Minimum threshold for cheque payment is 100 for all currencies and minimum threshold for Direct Deposit is $500 for CAD and USD and 250 for EUR. The bank transfer expenses for Direct Deposit belongs to the Partner and will be deduced from the payment.

5.4 Commissions on Hotel Bookings are guaranteed and the full amount is paid on each consumed booking. A booking is classified as 'consumed' 30 days after the check-out date. The commission is then validated and appears in the Partner's reporting area.
Commission for each client booking is then payable within ten (10) Business Days from the 1st of every month, as long as the commission level is above the minimum payment threshold - as per Clause 5.3.
Invoices - The Company shall generate a monthly recipient-issued tax invoice on behalf of Partner that will show Partner's monthly net commission earnings (and, where applicable, the relevant value added tax or services tax component) payable to Partner. Partner shall be responsible for any tax component set forth on such invoice. Each party acknowledges they are registered for VAT/GST when entering the Agreement and will notify the other party if they cease to be registered for GST (Canadian & American partners only). If the Partner does not pay the amount of such tax by the due date required by Company, then in addition Partner must pay Company interest on the amount outstanding from the due date until paid at the same rate from time to time as is payable by a taxpayer to the Commissioner of Taxation on overdue GST in Australia.

5.5 The Company will keep an audit of all transactions subject to this Agreement. The Company will provide the Partner with an account summary, which will track the booking requests and confirmed bookings submitted by users referred by the Partner. The Partner will also have access to payment reports, which will display the estimated amount earned and payment history.

6.0 Confidentiality

6.1 Any use by the Partner of any other user's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing) is prohibited. Any such use shall be deemed to be a violation of this Agreement. The Site is to be used for the Partner's customers' personal use only. The Partner agrees that it will not use Company information obtained from the Site for chain letters, junk mail, "spamming", solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list. Notwithstanding the foregoing the Partner may market products and services to its customers, who have purchased travel through the Site, via e-mail, provided however, the customer has the ability to unsubscribe to such solicitations and cease to be a recipient of such e-mails. If Partner is in violation of this, the Company reserves the right to immediately terminate this Agreement without notice.

6.2 Neither party shall create, publish, distribute, or permit any written materials, which makes reference to the other party without first submitting to the other party such material and receiving prior written consent from the non-submitting party. This shall not be unreasonably withheld or delayed. Neither party will make announcements or statements to the public nor any third party concerning the relationship between the parties or the transaction described in this agreement without the prior written consent from the other party. This shall not be unreasonably withheld or delayed.

7.0 Duration and Termination

7.1 The Agreement comes into force from the day the Partner signs up to the affiliate program. Both parties retain the right to end the agreement at any time, with due warning given to the other party. Termination may occur (but not be limited to) if:
* Either party breaches this Agreement and fails to remedy such breach within 7 days of receipt of notice from the other party specifying the breach and requiring it to be remedied.
* Either party breaches the Agreement and the breach cannot be remedied.
* Any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the other's assets, undertakings or business.

7.2 The Agreement can be terminated by mutual agreement and 30 calendar days notice. Upon termination, any monies owing to the affiliate, which are below the minimum amount paid, will be forfeited by the Partner

8.0 Liability

8.1 Each party owns and retains all rights, title and interest in its names, logos, trademarks, service marks, copyrights, patents, proprietary features, and proprietary technology. Neither party shall copy, distribute, reproduce, or use the above proprietary items except as expressly permitted under this agreement.

8.2 This agreement sets forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this agreement. This agreement may be modified only in a written agreement signed by both parties. Both parties will be responsible for their own costs and legal fees associated with this Agreement.

8.3 Partner and the Company agree that Partner is an independent contractor for all purposes, and Partner will be responsible for his own withholding taxes, workmen's compensation and all other matters related to work.

8.4 This agreement shall be governed, construed, and enforced in accordance with the laws of the city of United Kingdom.

8.5 This agreement shall not be assignable, except by operation of law, by either party without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void.
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