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AFFILIATE PARTNER AGREEMENT
BY REGISTERING AND SIGNING UP TO THE rentalcars.com PARTNER PROGRAMME AS AN AFFILIATE PARTNER, THE AFFILIATE HEREBY AGREES, ACKNOWLEDGES AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE "AGREEMENT").
- (1) THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form (the "Affiliate").
- (2) rentalcars.com of 100 New Bridge Street, London, EC4V 6JA, UK (the Supplier).
- (A) The Supplier carries on the business of car rentals.
- (B) The Affiliate wishes the Supplier to provide its car rental services to The Affiliate.
IT IS AGREED THAT:
1.1 The definitions shall have the following meanings:
Commencement Date: The date when the integrations are made live;
Intellectual Property Rights: All copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world;
Services: the services to be provided by the Supplier under this agreement as set out in Schedule One, together with any other services which the Supplier provides or agrees to provide to The Affiliate;
Term: The Initial Period set out in clause 3.2 and any extensions agreed by The Affiliate and Supplier.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that persons legal and personal representatives, successors and permitted assigns.
1.4 The schedules and any appendices form part of this agreement and shall have effect as if set out in full in the body of this agreement.
1.5 Words in the singular shall include the plural and vice versa.
2. Application of Agreement and Appointment
2.1 The clauses in this agreement shall prevail over any inconsistent terms or conditions contained, or referred to, in The Affiliates purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.2 In consideration of the payments made to The Affiliate in accordance with Schedule 2, The Affiliate appoints the Supplier to provide the Services to The Affiliate during the Term.
3. Commencement and Duration
3.1 The Services supplied under this agreement shall be provided by the Supplier to The Affiliate from the Commencement Date.
3.2 The Services supplied under this agreement shall continue to be supplied for an initial period of 12 months (the Initial Period). The Supplier shall have the first and exclusive option to extend the Term of this Agreement following the Initial Period.
4. Supplier Obligations
4.1 The Supplier shall use reasonable endeavours to provide the Services in accordance in all material respects with Schedule One.
4.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in Schedule One, but any such dates shall be estimates only and time shall not be of the essence of this agreement.
5. Customer Obligations
5.1 The Affiliate shall:
5.1.1 co-operate with the Supplier in all matters when it is reasonable to do so relating to the Services;
5.1.2 provide for the Supplier, its agents, sub-contractors and employees, in a timely manner and at no charge, access to The Affiliates premises, office accommodation, data and other facilities as requested by the Supplier so that the Supplier can provide the Services;
5.1.3 provide, in a timely manner, such material and other information as the Supplier may reasonably request and ensure that it is accurate in all material respects;
5.1.4 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services.
5.1.5 provide all the Services in accordance with Schedule Two.
5.2 If the Suppliers performance of its obligations under this agreement is prevented or delayed by any act or omission of The Affiliate, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by The Affiliate arising directly or indirectly from such prevention or delay.
5.3 The Affiliate shall not, without the prior written consent of the Supplier, at any time from the Commencement Date to the expiry of six months after the last date of supply of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier in the provision of the Services.
5.4 The Affiliate shall not during the Term employ, contract with or engage the services of any supplier of car rental services.
5.5 The Affiliate shall assist and make available its employees and know-how to the Supplier so that the Supplier can provide the technical integration necessary so that it can provide the Services.
5.6 The Affiliate shall provide all necessary support during the Term so that the Supplier can provide the Services as set out in Schedule 1.
5.7 The Affiliate agrees not to take or omit to take any action which may affect rentalcars.com's relationship with the car rental suppliers available on the rentalcars.com Websites. The Affiliate agrees not to cause or permit to be done anything which may cause rentalcars.com to be excluded from the process of booking with any car rental supplier, moreover, The Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) rentalcars.com and shall not persuade, induce or attempt to induce any car rental supplier terminate its contract with or reduce its dealings and business with rentalcars.com.
5.8 The Affiliate agrees not to communicate with any car rental supplier in respect of (consumed) bookings made through the system or for any customer service in respect of such bookings made through the system or consumed during the term of the contract.
5.9 The Customer agrees that any promotion or marketing of the Customer Website, rentalcars.com or the Service that the Customer may undertake or conduct shall comply with the following provisions:
(a) Paid Search: In relation to any paid search advertising or any other form of online targeted advertising offered by Third Party Platforms, the Customer shall not (directly or indirectly) bid on, purchase, obtain, use or include in any text of any advertisement and/or in any ad copy, titles or descriptions or for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign, any term or keyword which is the same as or confusingly similar (including variations, misspellings and singular/plural forms) to:
(i) the term(s) but not limited to: TravelJigsaw, rentalcars, rentalcars.com, www.rentalcars.com, Booking.com, ActiveHotels.com, Agoda.com, Priceline.com (with whatever (country code) top-level domain))
(ii) any trademarks or trade name (whether registered or unregistered) belonging to any of the car rental suppliers offered on rentalcars.com for example but not limited to Hertz, Avis, Alamo, Europcar, Budget, National, Dollar, Sixt and so on.
(b) (b) Paid Search: unless agreed otherwise in writing by TravelJigsaw, the Customer shall not (directly or indirectly) bid on, purchase, obtain, use or include in any text of any advertisement and/or in any ad copy, titles or descriptions or for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign, any term or keyword which is the same as or confusingly similar (including variations (including language variations), misspellings and singular/plural forms) to the term(s) but not limited to: car hire, cheap car rental, cheap car hire, car hire uk, car hire spain, car hire usa, car hire france, car hire Italy, car hire Ireland, car hire Belfast, and so on.
(c) Search Engine Optimization ("SEO"): The Customer may not use any term which is the same as or confusingly similar to the TravelJigsaw Brands or the Third Party Brands in any activity intended to unfairly influence the results of any Third Party Platforms unless agreed otherwise by TravelJigsaw.
5.10 The Affiliate shall comply immediately with any reasonable request from rentalcars.com to cease using any term in any paid search or SEO which is the subject of a third party complaint in relation to any use described in 5.9 or similar thereto that may be received by rentalcars.com.
5.11 Save for the trade mark/trade names of the car rental suppliers as made available or provided from time to time by rentalcars.com, The Affiliate shall not (directly or indirectly) bid on, purchase or include in any text of any advertisement in relation to any paid search advertising or any other form of online targeted advertising offered by Third Party Platforms, any term which is the same as or confusingly similar to any trademarks or trade name (whether registered or unregistered) belonging to or used or owned by any car rental supplier.
5.12 The Affiliate may not use any term which is the same as or confusingly similar to any trademark or trade name (whether registered or unregistered) belonging to or used or owned by any car rental supplier in any activity intended to unfairly influence the results of any Third Party Platforms.
5.13 The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which The Affiliate could reasonably expect that any such actions fall under the scope of this Agreement.
5.14 The Affiliate shall not make the Service (directly or indirectly) available through travel search sites or price comparison sites, unless agreed otherwise in writing by rentalcars.com.
5.15 The Affiliate shall not (directly or indirectly) make The Affiliate Website(s), the Content or the Service available or present the Content, to the Third Party Platforms with the intention or purpose of or by (trying to) mislead(ing), deceive (deceiving), trick(ing) or fool(ing) human editors, computer search engine spiders, web-crawlers or (meta) search engines (including any similar tools or engines) of Third Party Platforms in order to give The Affiliate Website(s) a higher ranking or display when it would not otherwise be displayed or higher ranked if it would not have been using Cloaking or any similar technique or method. Unless this includes acceptable SEO practices.
5.16 The Affiliate covenants, undertakes and warrants to promptly adhere to, observe and comply with the Spamming Regulations (and all reasonable requests made by rentalcars.com in this respect) in order to avoid any breach by rentalcars.com or The Affiliate Website(s) of such policies due to or in respect of The Affiliate Website(s). For the avoidance of doubt, The Affiliate cannot enforce any rights in this respect towards or vis-a-vis rentalcars.com and hereby waives any (right of) defense or claims against rentalcars.com in this respect.
5.17 If The Affiliate is using the rentalcars.com XML feed, The Affiliate must comply with the following conditions:
(i) pass through the IP address of the person doing the search in their XML requests.
(ii) offer rentalcars.com's Damage Excess Refund (DER) product as an additional option during the car rental booking process at all times.
(iii) pass through the full customer details including but not limited to postal address, email address and contact telephone number.
6. Change Control
6.1 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to The Affiliate of:
6.1.1 the likely time required to implement the change;
6.1.2 any variations to the Supplier's charges arising from the change;
6.1.3 the likely effect of the change; and
6.1.4 any other impact of the change on the terms of this agreement.
6.2 If The Affiliate wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges.
7. Charges And Payment
7.1 The Supplier shall make certain payment to The Affiliate in accordance with Schedule 2 of this agreement.
8. Intellectual Property Rights
8.1 The Supplier grants to The Affiliate a non exclusive licence to use the Supplier's name and logo so that The Affiliate may promote the Supplier's Services during the Term.
8.2 The Affiliate grants to the Supplier a non-exclusive license to use The Affiliate's Intellectual Property Rights so as to allow the Supplier to provide the Services during the Term.
9. Confidentiality, Client Date And The Supplier's Property
9.1 Both parties shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the other, its employees, agents or sub-contractors and any other confidential information concerning the business, services or its products.
9.2 This clause 9 shall survive termination of this agreement, however arising.
10. Limitation Of Liability
10.1 This clause 10 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to The Affiliate in respect of:
10.1.1 any breach of this agreement;
10.1.2 any use made by The Affiliate of the Services; and
10.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
10.3 Nothing in this agreement limits or excludes the liability of the Supplier:
10.3.1 for death or personal injury resulting from negligence; or
10.3.2 for any damage or liability incurred by The Affiliate as a result of fraud or fraudulent misrepresentation by the Supplier.
10.4 The Supplier shall not be liable for:
10.4.1 loss of profits; or
10.4.2 loss of business; or
10.4.3 depletion of goodwill and/or similar losses; or
10.4.4 loss of anticipated savings; or
10.4.5 loss of goods; or
10.4.6 loss of contract; or
10.4.7 loss of use; or
10.4.8 loss of corruption of data or information; or
10.4.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
10.5 The Suppliers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the particular aspect of the Services which is the subject of the claim.
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other immediately on giving notice to the other if:
11.1.1 the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
11.1.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
11.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
11.1.4 a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
11.1.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
11.1.6 the other party ceases, or threatens to cease, to trade.
11.2 The agreement may be terminated with 3 months written notice at any time following the completion of the first 12 (twelve) months of the agreement by either party, or at any time by mutual consent.
12. Force Majeure
12.1 The Supplier shall have no liability to The Affiliate under this agreement if it is prevented from or delayed in performing its obligations under this agreement by acts, events, omissions or accidents beyond its reasonable control.
13.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
13.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
14.1 If any clause (or part of a clause) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
15.1 The Affiliate shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16. Rights Of Third Parties
16.1 This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
17.1 Notice given under this agreement shall be in writing, sent to the address or fax number, given in this agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
18. Governing Law And Jurisdiction
18.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England.
18.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
All payable local bookings will not qualify for commission earnings. Product served is driven by IP address and currently applicable to US and Canada markets.
- 1) Provision of a car rental booking engine
- 2) Provision of (dynamic) car rental banners
- 3) Provision of confirmation widgets and banners
- 4) Provision of the XML feed (further documentation will be needed for this. The Supplier will contact The Affiliate in this event)
- 5) Any other agreed method
The Affiliates Services
Main car sections
a. The Affiliate will co-operate in the maintenance and correct functioning any car hire sections across the Affiliate portfolio during the whole duration of the contract. Any substantial changes to the current layout or way the customers have access to the car hire section will have to be agreed in advance with rentalcars.com.
In order to ensure the highest levels of conversion in the sites, the Affiliate will offer car rental services at all appropriate points of sale where possible:
- a. Via a car rental tab
- b. In the car rental page
- c. In the confirmation page of flight, hotel, etc through a car rental widget
- d. In the confirmation email of flight, hotel, etc through integrated banners
- e. Newsletters
- f. Any other agreed method
rentalcars.com will pay a % car profit share on all completed car bookings with the exception of pay on arrival bookings unless agreed in writing with your account manager. The profit share for the rental amount of the booking will be paid to The Affiliate's bank account once the rentals have been completed (i.e. the rental period has passed and the rental car has been returned to the rental company) once the overall amount exceeds £50.00, €75.00 or $100. These are paid at the end of the following month.