 |
Affiliates programme agreement
This Agreement contains the complete terms and conditions that
apply to an individual's or entity's participation in the 24DrTravel affiliates programme (the "Programme"). As used in this Agreement, "we"
(and "us" and "our") means 24DrTravel Ltd a company registered in the United Kingdom (registered No:3885947), and "you" (and "your") means the applicant. "Site" means a
World Wide Web site and, depending on the context, refers either to our
site at http://www.24drtravel.com or to the site that you will link to our
site.
- Enrolment in the Programme
To begin the
enrolment process, you need to submit a complete Programme application
via our site. We will evaluate your application in good faith and will
notify you of your acceptance or rejection. We may reject your
application if we decide (at our sole discretion) that your site is
unsuitable for the Programme. Unsuitable sites include, but are not
limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age
- promote illegal activities
- breach intellectual property rights
If we reject your application, you are welcome to re-apply to the
Programme at any time. You should also note that if we accept your
application and your site is thereafter determined (at our sole
discretion) to be unsuitable for the Programme, we may terminate this
Agreement.
- Links on Your Site
We grant you a revocable,
non-exclusive, worldwide, royalty-free licence for the duration of the
term of this Agreement, solely for purposes of facilitating referrals
from your site to our site, to establish and maintain links.
Except for the licence granted under this Section 2, you do not
obtain any rights under this Agreement in any intellectual property,
including, without limitation, any intellectual property with respect to
the Special Links, link formats, technical specifications or guidelines
or graphical artwork referenced above, or with respect to the
24DrTravel.com domain name.
- Order Processing
We will process orders placed by customers who follow Special Links from your site to
the 24drtravel.com site. We reserve the right to reject orders that do not
comply with any requirements that we periodically may
establish. We will be responsible for all aspects of order processing
and fulfilment. Among other things, we will prepare order forms; process
payments, cancellations and returns; and handle customer service. We
will track sales made to customers who purchase Products and Services using Special
Links from your site to our site and will send you reports summarising
this sales activity. The form, content and frequency of the reports may
vary from time to time at our discretion. To permit accurate tracking,
reporting and fee accrual, you must ensure that the Special Links
between your site and our site are properly formatted. We will not be
liable for paying commission on purchases that are not correctly
tracked and reported because the links between your site and our site
are not properly formatted.
- Commission Payments
For a sale to generate a
commission, the customer must follow a Special Link (in the format
specified by us) from your site to the 24drtravel.com site; purchase the
Product on the 24drtravel.com site using our automated ordering system;
accept delivery of the Product at the delivery destination and remit
full payment to 24drtravel.com. We will not, however, pay commission on
any Products that are added to a customer's Shopping Basket after the customer has
re-entered our site (other than through a special link from your site),
even if the customer previously followed a link from your site to our
site.
The Programme is intended for commercial use only and you may not
purchase Products through the Programme for your own use. In addition to
any other rights we may have, such purchases may result (at our sole
discretion) in (a) the withholding of commission payments and/or (b) the
termination of this Agreement. You acknowledge that these remedies,
while not exclusive, are a reasonable assessment of the damage we will
suffer as a result of a breach of this clause by you. Products that are
entitled to earn commission under the rules set forth above are
hereinafter referred to as "Qualifying Products".
In addition, you may not directly or indirectly offer any person or
entity any consideration or incentive (including, without limitation,
payment of money or awarding of any benefits) for using Special Links on
your site to access our site (e.g., by implementing any "rewards"
programme for persons or entities who use Special Links on your site to
access our site). If we determine, in our sole discretion, that you have
offered any person or entity any such consideration or incentive, we may
(without limiting any other rights or remedies available to us) withhold
any commission payments otherwise payable to you under this Agreement.
- Commission Schedule
You will earn commission based on Qualifying Revenues according to commission schedules to
be established by us. "Qualifying Revenues" are revenues derived by us
from our sales of Qualifying Products, excluding costs for dispatching,
handling,taxes (including VAT if any), service charges,
credit card processing fees, and bad debt. The current commission payment
schedule is:
- 10% of the Qualifying Revenues generated on for sales of each
Product or Service that, on the date of order, is listed in 24drtravel.com
- Products sold within the eShop
- Consultations
- Pre-departure immunisations.
You should note that books do not qualify as Qualifying Revenues.
- Commission Payment
We will pay you commission (including VAT, if
any, on presentation of a valid VAT invoice) on a quarterly basis.
Approximately 15 days following the end of each calendar quarter, we
will send you payment for the commission earned on Qualifying
Products that were dispatched during that quarter, less any taxes that
we are required by law to withhold. However, if the fees payable to you
for any calendar quarter are less than £50.00, we will hold those fees
until the total amount due is at least £50.00 or (if earlier) until this
Agreement is terminated. If a Product that generated a commission is
returned by the customer, we will deduct the corresponding fee from your
next quarterly payment. If there is no subsequent payment, we will send
you an invoice for the fee.
- Policies and Pricing
For the avoidance of
doubt, customers who buy Products through this Programme will be
customers of 24DrTravel. Accordingly, all 24DrTravel
rules, policies and operating procedures concerning customer orders,
customer service and Product sales will apply to those customers. Such
policies and operating procedures may be changed at any time. For
example, 24DrTravel will determine the prices to be charged for
Products sold under this Programme in accordance with its own pricing
policies. Product prices and availability may vary from time to time.
Because price changes may affect Products that you already have listed
on your site, you must not include price information in your Product
descriptions. 24DrTravel will use commercially reasonable efforts to
present accurate information, but we cannot guarantee the availability
or price of any particular Product.
- Identifying Yourself as an Affiliate
We will
make available to you a small graphic image that identifies your site as
a Programme participant. You must display this logo or the phrase "In
association with 24DrTravel" somewhere on your site. We may modify the
graphic image from time to time. In addition, we encourage (but do not
require) you to include a link to the 24DrTravel home page at
http://www.24drtravel.com.
You may not make any press release with respect to this Agreement or
your participation in the Programme without our prior written consent,
which may be given or withheld in our sole discretion. You may email affiliates@24drtravel.com if you
wish to get written consent.
- Limited License
We grant you a nonexclusive,
revocable right to use the icon described in Section 8 and such other
images for which we grant express permission, solely for the purpose of
identifying your site as a Programme participant and to assist in
generating Product sales. You may not modify the icon or any of our
images in any way. We reserve all of our rights in the icon any other
images, our trade names and trademarks, and all other intellectual
property rights. We may revoke your licence at any time by giving you
written notice.
- Responsibility for Your Site
You will be
solely responsible for the development, operation and maintenance of
your site and for all materials that appear on your site. For example,
you will be solely responsible for:
- the technical operation of your site and all related equipment
- creating and posting Product descriptions on your site and linking
those descriptions to 24drtravel.com using Special Links provided by us
- the accuracy and appropriateness of materials posted on your site
(including, among other things, all Product-related materials)
- ensuring that materials posted on your site do not breach or
infringe upon the rights of any third party (including, for example,
copyrights, trademarks, privacy or other personal or proprietary
rights)
- ensuring that materials posted on your site are not defamatory or
illegal
We and our affiliates disclaim all liability for these
matters. Further, you will indemnify and hold us and our affiliates
harmless from all claims, damages and expenses (including, without
limitation, legal fees) relating to the development, operation,
maintenance and contents of your site.
- Term of the Agreement
The term of this Agreement will begin
upon our acceptance of your Programme application and will end when
terminated by either party. Either you or we may terminate this
Agreement at any time, with or without cause, by giving the other party
written notice of termination. You are only eligible to earn commission
on sales of Qualifying Products occurring during the term and fees
earned up to the date of termination will remain payable only if the
related orders are not cancelled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
Upon termination of this Agreement, you must promptly return to us, or
at our request destroy, any and all of our intellectual or proprietary
property, information and/or materials in your possession and, subject
to receiving written consent to the contrary from us, remove all
hypertext links to our site from your site.
- Modification
We may modify any of the terms
and conditions contained in this Agreement, at any time and at our sole
discretion, by posting a change notice or a new agreement on our site.
Modifications may include, for example, changes in the scope of
available commission payments, fee schedules, payment procedures and Programme
rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON
OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
- Relationship of Parties
You and we are
independent contractors and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties or our respective
affiliates. You will have no authority to make or accept any offers or
representations, guarantees or warranties on our or our affiliates'
behalf, including with respect to our or our affiliates Products or
services. You will not make any statement or representation, whether on
your site or otherwise, that you are connected or affiliated with us or
our site other than for the purpose of referring users to our site as
contemplated under this Agreement, or that otherwise reasonably would
contradict anything in this Section.
- Limitation of Liability
Neither we nor any of
our affiliates will be liable for indirect, special or consequential
damages (or any loss of revenue, profits or data) arising in connection
with this Agreement or the Programme, even if we or any of our
affiliates have been advised of the possibility of such damages.
Further, to the fullest extent permitted by law, our and our affiliates'
collective aggregate liability arising with respect to this Agreement
and the Programme will not exceed the total commission paid or
payable to you under this Agreement at the time the act or omission
giving rise to the liability occurred.
- Disclaimers
To the fullest extent permitted by
law, neither we nor any of our affiliates makes any express or implied
warranties or representations with respect to the Programme or any
Products sold through the Programme (including, without limitation,
warranties of fitness, merchantability, non-infringement or any implied
warranties arising out of a course of performance, dealing, or trade
usage), and the same are hereby excluded. In addition, neither we nor
any of our affiliates makes any representation that the operation of our
site will be uninterrupted or error-free and none of us will be liable
for the consequences of any interruptions or errors.
- Independent Investigation
YOU ACKNOWLEDGE THAT
YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY
DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT
ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
- Miscellaneous
This Agreement will be governed
by the laws of England, without reference to rules governing choice of
laws. you irrevocably consent to the jurisdiction of such courts. You
may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of and enforceable against the
parties and their respective successors and assigns. Our failure to
enforce your strict performance of any provision of this Agreement will
not constitute a waiver of our right to subsequently enforce such
provision or any other provision of this Agreement.
|