BY REGISTERING AND SIGNING THE ONLINETRAVEL COLLABORATION AGREEMENT, THE AFFILIATE/PLATFORM ACKNOWLEDGES, ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATION AGREEMENT (HEREINAFTER, THE AGREEMENT).
By and Between:
Tor Global Travel, S.L.U.(hereinafter referred to as 'TGT'), with registered offices located at Calle Gran Vía 22 Dcdo 5º 28013 Madrid Spain; And THE AFFILIATE, whose information appears in the Affiliation Registration Form (hereinafter, the Affiliate/Platform).
1.That OnlineTravel is the owner of a technology solution for the distribution and sale of tourism services.
2.That OnlineTravel is the owner of the brand, logo and commercial name OnlineTravel, and has the corresponding exclusive intellectual and industrial property rights.
3.That the Platform acknowledges its interest and willingness to establish a business relationship with OnlineTravel and wishes to subscribe to and comply with this contract by making the following
1. - Object
OnlineTravel will concede a non-exclusive licence to the Platform for the duration of this contract, providing access to its white label technology solution, specifically, the use of its websites https://www.onlinetravel.ae for the daily management of the Platforms business activity, and https://booking.onlinetravel.ae for the distribution and sale of tourism services to the Platform's clients.
At all times, the Platform shall broker through Onlinetravel the sales of the tourism products and services offered on its website and through its use of the technology owned by Onlinetravel.
2. - Agreement duration
The initial term of this contract shall be for six months. Upon expiration of the initial term or any renewal period, this contract and all of the clauses herein shall be considered to have been tacitly renewed for a subsequent one-year period, unless expressly indicated to the contrary by Onlinetravel or the Platform, in accordance with the stipulations of Clause Five of this contract.
3. - Obligations
OnlineTravel is obliged to:
Provide the Platform with the necessary information and training for the correct use of the white label technology solution.
Provide the Platform with the technology solution that allows for access to and reservation of tourism services contracted and fulfilled by OnlineTravel.
Pay the suppliers for the reservations made by clients of the Platform using the white label technology solution.
Pay to the Platform the commissions and fee that are due to them for the reservations made by clients of the Platform using the white label technology solution.
The settlements will be calculated in the final week of every month, by grouping together all unpaid reservations whose service finalisation date corresponds to the month prior to the payment date. The settlements will be paid when the total pending amount is equal or in excess of 200 euros, or such higher amount as agreed by the Platform. In any case, if the commissions accrued through the Platform as a result of the use of the technological solution do not reach the ?200 threshold by the end of the contract each year, and provided that no previous settlement has occurred, Onlinetravel reserves all rights over said commissions and, unless otherwise mutually agreed by the parties, Onlinetravel shall not reimburse this amount to the Platform, and new commissions accrued in the subsequent year shall not aggregate any remaining balance from the previous year.
Shall not be liable for damages, claims and expenses that result from any claims made by clients of the Platform related to the provision of services or the sale of products directly by the Platform and not using the white label technology solution.
Maintain its technology solution in perfect working order.
The Platform is obliged to:
Obtain and maintain the permits and licences required to carry out its business activity in every country or area in which it operates.
Take responsibility for the reservations made with the white label technology solution provided by OnlineTravel which has been made using its login credentials. The login
credentials shall only be known to the Platform and may be modified at any time by the Platform.
Provide all the necessary means to publicise and market its website.
Provide and manage an Internet domain under its ownership for the duration of this contract.
Configure and maintain for the duration of this contract, a subdomain booking of its own domain, which directs the traffic to https://booking.onlinetravel.ae via a CNAME entry in its DNS configuration.
Set its commission and fees at such a level as to permit the tourist services offered by OnlineTravel to be competitive online travel market within the Platform's country or area.
Review the settlement of commissions and fees and advise OnlineTravel of any irregularities detected, and authorise the bank transfer of this settlement. OnlineTravel is not liable for any claims against settlements which have already been paid or are in the process of being paid.
4. - Financial Conditions
OnlineTravel is responsible receiving payment for the contracted tourist services via its Secure Payment Gateway.
OnlineTravel provides the Platform with a control panel https://www.onlinetravel.ae , where the Platform shall be able to:
Consult the sales made on its website, and also the commissions and/or fees obtained for these.
Consult the settlements made and those pending payment.
Consult and manage the Platform's commissions or fees.
The settlement of the commissions or fee shall be made by means of a bank transfer to the bank account provided by the Platform.
Additionally, in order to ensure fulfilment of the obligations assumed under this Agreement, in the event of a fraudulent purchase not attributable to Onlinetravel, the Platform expressly waives the right to collect the commissions related to such fraudulent purchase.
Likewise, in the event that the fraudulent purchase as described above is detected subsequent to the payment of the corresponding commissions, Onlinetravel, in its sole discretion and without prior notice, shall demand reimbursement of such commissions from the Platform or shall deduct the corresponding amount from any invoices pending payment.
Furthermore, if the fraudulent purchase was made using an email address other than that of the end user, it will be the responsibility of the partner, who expressly waives the right to charge any Commissions related to such fraudulent purchase.
In the event that the fraudulent purchase is detected subsequent to the payment of the corresponding Commissions, Onlinetravel, in its sole discretion and without prior notice, may demand reimbursement of such commissions or deduct the corresponding amount from any invoices pending payment.
5. - Termination of the Contract
The termination of this contract for whatever reason shall not exonerate either party from complying with all its accrued obligations up until the termination date of this contract, nor from the ongoing compliance with any obligations of a continuing nature.
The Platform shall terminate this contract early at any time, without any express reason, by giving prior notice by post for the attention of Tor Global Travel, S.L.U. at the registered address supplied at the beginning of the contract, at least thirty (30) days before the due date for termination of the contract.
Onlinetravel may terminate this contract on the grounds of the Platform's breach of any of the obligations set forth in the Third Agreement, in the event that it can be proven that the Platform has made illegal use of the trademarks or trade names of Onlinetravel?s third-party providers or has in any way damaged the Onlinetravel brand or reputation. Such breach will result in the termination of this contract by operation of law, as well as Onlinetravel's right to demand restitution for any damages arising therefrom.
Onlinetravel may terminate this contract in the event that the Platform fails to reach the established minimum amount of 200EUR in commissions within six months of entering into the contract. In the event that the minimum established amount is reached and the contract is renewed, a minimum amount of 200EUR must be reached during each renewal year.
Regardless of who is responsible, and the reasons for terminating the contract, the following effects and obligations shall result:
OnlineTravel is obliged to deactivate the login credentials of the Platform, once the settlements for commissions and fees charged by the Platform have been made.
The Platform is obliged to cease using the technology solution and also to disconnect the subdomain https://booking.onlinetravel.ae.
6. - Confidentiality
The Platform acknowledges the confidential and privileged nature of the information received from OnlineTravel and is obliged not to divulge it to third parties, the content of the documents received from OnlineTravel nor the knowledge transmitted by them during the term of the agreement or following the termination of the agreement.
OnlineTravel acknowledges the confidential and privileged nature of the Platform client information and will not to make any use of this information except for commercial purposes for and on behalf of the Platform, as set out in this contract.
7. - Transfer of Business
The Platform shall not assign this agreement to a third party without prior consent in writing from OnlineTravel.
8. - Data Protection
The information supplied by the Platform and its clients is stored in databases owned by OnlineTravel, who ensures the required technical, organisational and security measures in order to guarantee the due confidentiality of the information according to Spanish legislation L.O. 15/1999, of 13th December, Personal Data Protection, and any other applicable legislation.
The Platform gives OnlineTravel express permission to:
Analyse personal data which has been supplied voluntarily in order to maximize commercial benefit for the two parties.
Use personal data for marketing, as pre-agreed.
9. -Independence of the Parties
The Platform is not authorised to present itself as partner, agent or representative of OnlineTravel.
10. - Jurisdiction
The intervening parties renounce any other jurisdiction that may correspond to them, and agree that any dispute, discrepancy, issue or claim resulting from the interpretation or execution of this Agreement, or relating to it, directly or indirectly, or relating to its commercial relationships shall be resolved before the Courts and Tribunals of Madrid, Spain.