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Listed below are
the terms and conditions of the HolidayCity.com Affiliate
Partnership Agreement. If you would like to proceed to sign
up for the HolidayCity.com Affiliate Partnership Program, please
click here.
Background
a. The Company operates an accommodation
reservation service, which provides distribution, pricing
and reservation for hotels and other properties
(“Accommodation”) globally.
b. The Affiliate has agreed that the Company will promote
Accommodation via online and/or off-line means to the
Company’s customers on the terms set out in this agreement.
The Affiliate also accepts all of the pricing, distribution
and reservation policies and procedures as carried out by
the Company and all of its staff and partners.
Economic Terms
a.
The Affiliate is eligible to participate in the
HolidayCity.com Affiliate Partnership Programme, which
entitles an Affiliate to a commission of 5% on every
materialized booking made by an Affiliate Referral.
b. To calculate the Affiliates’ commission, or the commission
payable from the Company to the Affiliate, The Company will
use the following formula:
Value of Booking made by Affiliate Referral multiplied by
Affiliate Commission Percentage, subject to the Company
receiving the maximum Hotel Commission of 10%
The Affiliate Commission Percentage is variable, as it is in
direct proportion to the Hotel Commission, which is the
percentage commission payable by the hotel to the Company
based on the latest legal agreement the Company has with the
hotel. Therefore for each booking made by an Affiliate
Referral, the Hotel Commission (capped at a maximum of 10%)
will be divided between the Company and the Affiliate in a
scale of 50/50 division.
Example: if the Hotel Commission is 10%, then the Affiliate
Commission will be 5%, whereas if the Hotel Commission is
8%, then the Affiliate Commission will be 4%, and so on.
c. A booking is classified as ‘materialized’ immediately after
the check-out date. The commission amount due for the
booking will then appear in the Affiliate Account.
Validation for the booking commences from last day of the
month the booking materializes. Commission is payable to the
Affiliate only after sixty (60) Business Days from the last
day of the month the booking materializes, with the
provision that the accumulative payable commission reaches
the minimum value threshold of USD 100.
Example: For a booking that has a check-out date on 18th
May, the commission will be validated from 31st
May onwards, and commission will be paid to the Affiliate on
or after 1st August.
d. All commission payments will be made by cheque or
Telegraphic Transfer in the currency the Affiliate selected
or elected to use upon sign-up.
e. The Default Currency for all commission transactions is
United States Dollars (USD). On signing the Affiliate
Program Legal Agreement, the Affiliate may choose the
currency in which they prefer to receive their commissions
from one of the following currencies: New Zealand Dollars (NZD),
Great Britain Pound Sterling (GBP), Euro (EUR), Australian
Dollar (AUD), Singapore Dollar (SGD) and Malaysian Ringgit (MYR).
The Company will perform the currency conversion on the day
the booking is made. The Company will not be responsible for
any loss resulting from unfavourable Exchange Rate
fluctuations.
f.
For the Affiliate’s convenience, all bookings and
commissions payable can be tracked via the online Affiliate
Account. The commission payable to the Affiliate for each
booking in the Affiliate Account is displayed by default in
USD; the Affiliate may select to have the amounts for the
booking value and commission payable displayed in one of the
currencies as stated above. The commission payable displayed
as in the Affiliate Account is only an estimate; the final
commission paid to the Affiliate may differ due to a change
in the booking condition (e.g., the guest stayed one day
more or less). The Company will not be liable for a
difference between the estimated commission payable
displayed in the Affiliate Account and the final commission
paid if it is due to a booking change made by the guest, or
to a circumstance outside of the Company’s control.
Product Integration
a. Upon signup with the HolidayCity Affiliate Program, the
Affiliate will be required to specify the domains, URLs etc
from which they wish to have their traffic tracked. Failure
to correctly specify the domains, URLs, etc may lead to
incorrect reporting of traffic from the Affiliate website to
HolidayCity.com. The Affiliate agrees that the Company is
not liable for any commissions lost due to incorrect
specification of domains, URLs, etc; the Affiliate also
agrees that the correct specification of domains, URLs, etc
are entirely the Affiliate’s responsibility.
b. Upon confirmation of their acceptance into the Affiliate
Program via the signing of the affiliate agreement by both
the Affiliate and the Company, the Affiliate is provided
with the password to gain access to the HolidayCity.com
Affiliate Account system, where they can download the HTML
coding for the HolidayCity search engine, as well as the
graphics that identify them as Affiliates. The usage of
these codes and graphics are to be governed by a Links
Guideline that is available at the same location.
c.
The ‘Affiliate traffic’ is defined as the visitors entering
the holidaycity.com website via the HolidayCity search
engine results page(s) or text links placed on the affiliate
website. On entering the HolidayCity website, individual
visitors of the affiliate traffic are considered ‘Affiliate
referrals’. All visitors accessing the HolidayCity websites
via HolidayCity-provided search engine or text links on the
Affiliate website’s are considered as part of the
‘affiliate’s traffic’ for up to 60 days after the initial
click through.
d. The affiliate traffic is tracked via the cookies stored in
the visitor’s computer. In the event the user chooses to
delete their cookies within the 60 days period they are
considered part of the ‘Affiliate traffic’, the Company is
unable to further verify their status as part of the
‘Affiliate traffic’; therefore the Affiliate agrees the
Company is not liable for any loss of revenue from the
visitor in the event the visitor subsequently makes a
booking.
e. The Affiliate agrees the customers who enter the
holidaycity.com website via HolidayCity-provided search
engine and/or text links on the Affiliate’s website(s) are
governed by the Company's policies and practices.
f. The Affiliate acknowledges that the Company may, in the
course the Affiliate's participation in the Affiliate
Partnership Program, receive information from and/or about
the visitors who make use of the HolidayCity search engine
or text links. The Affiliate agrees that participation in
the Affiliate Program constitutes unconditional agreement
that the Company can receive, store, use and disclose any
and all such information, in accordance with the Company's
own Privacy policy, as set forth on the HolidayCity
websites.
g. While the Company will endeavour to attribute accurately the
referrals to the respective Affiliates, the Company will not
be responsible for any errors and omissions that may arise.
The Company reserves the right to make adjustments in the
Affiliate Account or entitlements/privileges for any errors
or omissions whether it relates to the current or previous
accounting periods.
Term
a. This Agreement will be in force from the moment of the
Company's acceptance of the Affiliate as a participating
member of the HolidayCity.com Affiliate Partnership
Programme, and can be terminated by either party at any
time, provided the termination is declared in writing,
preferably on company letterhead, or by email. Once the
agreement has been terminated, the Affiliate agrees to
immediately cease the use of and remove all HolidayCity
related materials. The Affiliate will only be eligible for
commissions from bookings made during the term of the
agreement; payment will be made once all eligible bookings
are completed and the Affiliate has complied by the terms of
the agreement.
b. 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.
Ownership & Responsibility: The Company's
Obligations
a. The Company grants the Affiliate a restricted, revocable
right to use the graphics and HTML coding made available to
them on the HolidayCity Affiliate Account system, provided
that such materials, in particular hotel logos and other
hotel-related materials, is used in accordance to the
guidelines set forth in the Links Guidelines.
b. The Company will handle all the processing, customer service
and other matters related to the booking, as well as
tracking the sales generated by the Affiliate and
appropriately displaying such relevant information to the
Affiliate in a convenient location.
Ownership & Responsibility: Affiliate's
Obligations
a. The Affiliate expressly agrees to abide by all the
conditions of this agreement.
b. The Affiliate agrees to accept the Accommodation and all
other information as listed on the Company websites and
agrees to make no changes to the content and information
listed on the websites, unless agreed to by both parties.
c.
The Affiliate agrees not to copy the HolidayCity websites in
any way.
d. The Company will not be liable to the Affiliate for lost
sales due to an inactive or broken link.
e. Maintenance of the Affiliate website is the responsibility
of the Affiliate, including the regular updating of content
to maintain accuracy and consistency between the two
websites.
f. The Affiliate agrees that the Company has the right to
monitor the Affiliate website to ensure its accuracy. If the
Company notifies the Affiliate of any changes that, in the
Company’s sole discretion, the Company feels should be made
with regards to the Tagged links or the HolidayCity search
engine, the Affiliate shall make the necessary changes,
failure of which the Company has the right to terminate the
agreement by serving written notice to the Affiliate.
g.
It is entirely the Affiliate's responsibility to ensure the
Affiliate website complies with all applicable copyright and
internet laws. The Company will not be held responsible or
liable in the event of the Affiliate website containing a
breach of copyright.
h. While this Agreement is in force, the Affiliate grants to
the Company a non-exclusive, non-transferable right to
utilize their name and logo in any marketing or advertising
activity that the Company, in our sole discretion, decides.
The Affiliate also agrees that the Company does not have any
obligation to the Affiliate to advertise, market or
publicize. This license will be terminated immediately on
conclusion of this Agreement.
Limited License
a. The Company and the Affiliate agree to reserve all rights
other than those expressly granted in the Agreement.
b. The Company and the Affiliate agree that each party is an
independent contractor and that this Agreement does not in
any way constitute a partnership, joint venture or other
similar relationship.
c. Any rights granted to the Affiliate may not be assigned to
any other party.
d. The Company and the Affiliate agree not to contest the
other’s rights to the trademarks or contents during or after
the term of this Agreement.
Lawful Use
a. The Affiliate agrees that the search engine can only be used
for activities as set out in this Agreement.
b. The Affiliate agrees that they will not attempt, in any way,
to intercept the traffic or information sent to
holidaycity.com by any visitor.
c. The Affiliate agrees that for the duration of the Agreement,
they must comply with all laws applicable to them.
d.
The Affiliate may not release any press release that
mentions their status as an Affiliate partner without prior
written notification and approval from the Company;
conversely, the Affiliate must display on their website a
small logo provided by the Company to identify them as a
HolidayCity Affiliate partner.
e.
The Affiliate may not in any way embellish or misconstrue
the relationship between the Affiliate and the Company, or
imply any association between the Company or any other
entity.
f. The Affiliate agrees not to undertake any advertising and/or
marketing activities, which can be misrepresented or
misconstrued as having originated from the Company without
prior written notification. This includes, (but is not
limited to): illegally using the Company brand name, or any
of its logos, search engine advertising utilising the
Company name(s) and passing off.
g. The Affiliate 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):
HolidayCity.com. HolidayCityjapan.com. HolidayCityeurope.com,
HolidayCityscan.com, HolidayCityusa.com. Should any activity
listed above be undertaken by any Affiliate, the Company
reserves the right to suspend commission payment to the
Affiliate immediately, and may suspend the Affiliate’s
affiliate account.
Indemnification
a. The Affiliate agrees to defend the Company, its employees
and affiliates against any lawsuits brought against them
based on any materials or proceedings the Affiliate provides
that is deemed to be in breach of any applicable laws. All
costs for such proceedings will be borne by the Affiliate.
Limitation of Liability
a. The Company will not be liable to the Affiliate for damages
incurred; further, any such liability will not exceed the
total commissions paid to the Affiliate under this
agreement.
b. 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.
Arbitration
a. The Agreement and all subsequent legal proceedings will be
governed by Malaysian law.
Modification of Agreement
a. The Company reserves the right to modify this agreement at
any time, in our sole discretion. The Affiliate will be
notified by email of any modification via email and in the
HolidayCity Affiliate Account. If the modifications are
unacceptable, the Affiliate is only entitled to end this
agreement by giving the requisite notice under Term (a)
above. Continued participation in the HolidayCity Affiliate
Partnership Program constitutes an agreement to the changes.
Miscellaneous
a. Nothing in this agreement shall prevent the Company from
entering in agreement with other parties on different terms
from this agreement, operating websites similar or in direct
competition to the Affiliate’s website.
b. The Affiliate acknowledges that they have read the terms and
conditions of the agreement and are not basing their
evaluation on anything other than the items as set forth in
the agreement.
c. No amendments or waivers of obligation of the conditions of
this agreement will be deemed valid unless it is in writing
and is signed by both the Company and the Affiliate. If the
Company should choose to waive any breach or default of the
agreement's terms on the part of the Affiliate, this does
not constitute a waiver of any subsequent breech or default.
d.
This Agreement is the final and definitive statement of the
full agreement between the Company and the Affiliate, and
supersedes all previous agreements, whether in writing or
verbal.
e. Neither the Company nor the Affiliate is liable for failure
to deliver or perform if such failure is due to activities
or events beyond the reasonable control of either party.
f.
If any one provision of the Agreement is found to be illegal
or invalid, this does not affect the status of any of the
other provisions.
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