Affiliate Partnership Agreement - Terms and Conditions
The Agreements sets out the terms and conditions between Iceland Travel (“The Company”) and XX ( “The Partner”). The Company is a leading travel company, tour operator and destination management company (DMC) in Iceland, offering top-quality services and products in corporation with licensed suppliers. The Company undertakes to share products with Partner who in turn undertakes to market these products online in accordance with the terms and conditions as set out herein in return for a commission.
A “Partner” is any individual or company who signs up for the Partner Programme and who is accepted by the Company.
The “Partner Programme” represents the complete contractual relationship between the parties.
The “Partner System” is an internet-based platform provided by the Company and includes, among other things, the partnership registration, a user-management system, click-monitoring system, the conversion of clicks, conversion approved system, commission system, payment system, and the partner management system.
“Company’s Site”: The Company’s website: www.icelandtravel.is
“Partner’s Site(s)”: This can include any website, email message or social media
“Links”: The links are provided by the Company
“Self-Service Sales”: The Booking and payment process are completed by the Customer without the assistance of a Company employee.
“Company’s Terms and Conditions”: These are the general terms and conditions for individual travellers and the practical information on Iceland as published on the Company’s site
“Products”: The Company’s products as published on its site, www.icelandtravel.is, in addition to specially designed products for the Company’s agents, customers and other partners
“Customers”: The end-user of the Company’s Products, whether used in relation to activities prior or after the booking and payment, that is, potential customers as in the general public or actual customers as in customers who have made a booking, and or confirmed it, and or made payment for it.
3.1 It is in the sole discretion of the Company to select and agree to Partners and the Company is under no obligation to provide reasons for its decision.
3.2 The Partner agrees to comply with and respect the Company’s terms and conditions policies and procedures.
3.3 The rights that the Partner receives under this Agreement are non-exclusive. The Company is entitled to sell its Products directly or via and agent or other partners in the same geographical region or any area or region selected by the Company at its own discretion.
3.4 The Company is obliged to offer its Products to the Partner at the same price as these Products are provided to the general public
3.5 The Partner will not undertake any automatic lead-generation or browser redirection to any tracking URLs provided by the Company. The Partner accepts that the Company may run traffic audits to determine the booking conversion rates.
3.6 The Partner agrees to use only links provided to it by the Company and the Company will not be responsible for commission in cases where the Partner used other links.
3.7 The Partner will be treated as an independent contractor and there is no form of partnership, joint venture or franchise between the parties. The Partner does not act as an agent, nor is the Partner in any way a legal representative of the Company. Neither party is in an employment relationship with the other.
3.8 Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
4.1 When the Partner links its site to Company’s site, it will earn a commission in cases where a Customer from the Partner’s site books, confirms and makes payment for Product on offer by the Company.
4.2 Commission is paid out on the basis of the information contained in the commission system of the Partner System
4.3 Commission is confirmed and becomes payable and only once the Company has received the confirmed payment. This takes place when it is clear that no adjustment or repayment of the booking fee is required and the service to the end customer has been provided in full
4.3 When the Partner links its site to Company’s site, it will earn a commission in the cases where a user from the Partner’s site books and confirms a Product on offer by the Company. The Company tracks all visitors referred by your site for up to 270 days, and pay a 10% commission for every confirmed booking.
4.4 The Company will pay the commission after VAT has been deducted as determined by Icelandic Tax law at the time of the payment.
4.5 Once the accumulated commission has reached an amount of 200 Euros or more, commission will become payable within 7 business days from the accumulated amount.
4.6 The payment method will be in accordance with the standard procedures of the Company.
5.1 The Partner agrees not to violate any rights of media as owned by the Company
5.2 The Partner is entitled to use its own material in order to sell the Company’s products, however, the Company is in no way responsible for any costs in relation to this material, not shall the Company be responsible, in any way, for claims or legal action in relation to misuse or breach of copyrights.
5.3 The Partner cannot sell in the name of the Company or use the company’s trademarks
5.4 The Partner cannot misrepresent themselves as providing the service directly.
5.5 The Partner is entitled to use the material that the Company provides to it via its Products System.
5.6 The Partner agrees not make any changes to any content (for example, data, logos, trademarks, information, graphics, photos, etc.) as contained in the Company’s Site, unless specifically authorised in writing by the Company.
Each party represents and warrants that:
6.1 It has the authority and full power to enter into this Agreement and to execute it. It is not bound to enter into this Agreement by any other Agreements, for example by a non-competition agreements
6.2 Partner represents and warrants that it will make and keep books, records and accounts that, in reasonable detail, would reflect the transactions performed by Partner under this Agreement. The Partner will allow the Company access to these
records as needed.
6.3 The Partner agrees that it will under no conditions create special incentives, such as discounts, prizes, vouchers, etc. in order to motivate Customers to book products, unless the Company provides written consent prior to any initiatives relating to incentives.
6.4 The Company excludes all express and implied representations and warranties of the merchantability and/or fitness for a particular purpose of its products.
6.5The Company makes no representation or warranty that the operation of the Site(s) shall be carried out without interruption or error-free, and it is not responsible for the consequences to the Partner of any interruptions or errors.
6.6 The Partner acknowledges that the Company does not have any control over the Customers, that is the end users, of the Partner's website(s) and indemnifies and will keep the Company indemnified for any loss suffered by the Company in connection with an end user claim, whether based in contract, tort (including negligence), statute or otherwise.
6.7 The parties agree that any liability of one party to the other party for loss of revenue, loss of profits, loss of anticipated savings, loss of data, loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages suffered or incurred by the other party in connection with this Agreement is excluded.
6.8 The exclusion of liability does not apply in the cases where there has been a violation of the terms and conditions of this Agreement, including breaches in relation to intellectual property or breach of confidentiality
6.9 Any liability of a party to the other party in relation to a loss under or in connection with the Agreement is limited to the extent that the other party's acts or omissions cause or contribute to that loss.
6.10 The Company's liability for any loss suffered by the Partner in connection with this Agreement, is limited in aggregate to the total amount of commission paid to the Partner in respect of confirmed bookings during the preceding 6 months of the event that resulted in the loss
6.11 The Partner will hold the Company harmless against any loss incurred by the Partner in relation to the development, maintenance, operation and content of the Partner's Site (s).
7.1 Once the Customer has placed a booking or made an enquiry with the Company, the Company is solely responsible for the booking procedure and shall be in direct contact with the Customer. The Partner shall, under no circumstance engage in correspondence with the Customer in relation to the Company’s operation or products. If the Partner receives any enquiries from the Customer in relation to the operations and products of the Company, it shall forward such to the Company.
7.2 The Company will only forward any correspondence from the Customer to the Partner that directly related to the operations of the Partner
7.3 Neither party shall create, distribute or publish material in relation to the other party beyond the scope of the Agreement.
7.4 Neither party shall disclose information to the public regarding the contractual relationship between the parties, except as permitted for in this Agreement
8.1 The terms of the contract are confidential
8.2 The Company’s site is intended for the use of the Partner’s Customers
8.3 It is prohibited to use the Company’s information as contained in its Site for junk mail, spams, bulk communication, distribution of lists, and chain letters.
9.1 The Company has the right to cancel the Agreement immediately if the Partner does not comply with any of the terms as set out in this Agreement.
9.2 Either party / The Company can also terminate the agreement unilaterally and without reason at any time.
10.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all negotiations, oral or written agreements or undertakings between the parties prior to this Agreement. Any amendments or additions to this Agreement should be made in writing and signed by both parties.
10.2 Governing Law and Jurisdiction: This Agreement is governed by the laws of Iceland. The courts of Iceland shall have the jurisdiction to hear disputes arising from this Agreement.
10.3 Assignment: Neither party may transfer any part of this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.
10.4 Notices: All notices required under this Agreement must be in writing via e-mail, to the other party at the given e-mail address of the Partner as in the Partner System and for the Company, the e-mail address is email@example.com
10.5 Waiver of Rights: The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
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