This Agency Agreement (“Agreement”) establishes the terms of relationship between Tag Online Ltd (Principal) and The Person/persons/company placing the order (Agent).
In consideration of the mutual promises contained herein, the Parties agree as follows:
- Principal provides online information support for the travel industry (hereinafter “Services”) relating to the services offered by major operators within this sector (hereinafter “Operators”);
- Principal, in order to provide the Services in the best possible way, has created a web site, through which end users, after providing the required information, will be able to process their search queries, and be redirected to the website of a specific airline company or an online travel agency providing the requested service; and
- For any travel services that the agent or agents customers/users purchase, the contract of sale will be with the supplier of the travel services in question. The Principal accepts no liability in relation to any contract you enter into or for any travel services that you purchase or for the acts or omissions of any supplier(s) or other person(s) or party(ies) connected with any travel services.
- The Agent, by means of this Agreement, intends to offer the Services to its users in a personalised way, via a blog, travel web site, online portal, offline channel or any combination of thereof.
Now therefore, in consideration of the foregoing, it is hereby agreed as follows:
Clawback – an amount that was previously paid to the Agent by the Principal for a hotel booking, flight booking or similar sort of transaction, that was later cancelled. The Principal reserves the right to withhold amount previously paid to the Agent from the following payment to the Agent.
Principal Marks – trade marks registered by or applied for by the Principal
Prohibited activities – any activities by the Agent, which cause or may cause detriment to the Principal’s brand, affect the operation of Principal’s Services, affect the relationship between the Principal and its clients and suppliers.
Relevant Earnings – the amount of commissions received by the Principal from its suppliers and partners for the transactions originated by the Agent’s visitors for the duration of the Cookie Lifetime (Appendix A).
Reporting Period – the period starting on the 1st of the month and ending on the last day of the same month.
Threshold Amount – the minimum amount to be accrued on the Agent’s account to be payable to the Agent in the period following the Reporting Period according to the payment terms (Appendix A).
- Recitals and annexes
1.1 All recitals and annexes shall be intended as integral part of this Agreement.
- Scope of the Agreement and Parties obligations
2.1 Principal grants non-exclusive license to the Agent to use its web site by hyperlinking from the Agent web site, which may be a blog, group in a social network, portal, vertical web site, etc. (hereinafter “Agent website”). This license is granted with the exclusive purpose of allowing the Agent to present the information from the Service under its own trademark (hereinafter “Commercialisation”) and only for the period in which this Agreement is in force.
2.2 The Parties agree that the Commercialization of the Service shall start on the date the Agent registers for an account in the Principal’s system. This Agreement doesn’t require signatures of the Parties as the Agent agrees and accepts that its participation in the Affiliate Program constitutes its acceptance of all terms and conditions stated hereby.
2.3 Principal warrants that to the best of its ability it will be able to identify a booking or a purchase through the Agent’s website by means of a specific parameter automatically assigned to each Agent user or in a similar technical manner achieving the same goal. It should be explicitly noted that no personal information is being collected by the Principal about the Agent’s users.
2.4 For the whole duration of this agreement, Principal will grant the Agent a web-based dedicated access to a tracking/reporting platform linked to the Principal’s back office system through which the Agent will be able to monitor the exact number of Agent users booking and buying airfares and/or hotels (if applicable).
2.5 Reassignment of the entire agreement:
2.5.1 Pursuant to and by effect of this Agreement, Principal will have the right to transfer this Agreement to other companies with a written notice to Agent given in a commercially reasonable time frame.
2.5.2 Agent will have the right to transfer this Agreement in its entirety to another entity with a prior written approval by the Principal, which can’t be unreasonably withheld.
2.6 Agent undertakes to promote the Service through appropriate and specifically-targeted marketing activities. Such activities may be carried out through promotions both “on-line” (website, email, newsletter, etc…) and “off-line” (advertising, press releases, etc…).
2.7 Agent declares and guarantees that, in all commercial communications about the Service, only legitimately owned images and/or contents not damaging, in any capacity, any third party rights, will be used. The Agent also declares and guarantees to have duly remunerated any possible holders of the above-mentioned rights for this specific commercial use.
2.8 The Principal has a right to change the terms and conditions of the Agreement unilaterally.
2.9 Intellectual Property Rights:
2.9.1 Agent agrees not to use any of the Principal Marks (including TAG Online Ltd / RMS or others ), their misspellings and transcriptions (including misspellings) in any other languages in any SEO / SEM / PPC / CPC campaigns or activities. Principal reserves a right to cancel the Agent’s account without payment of accrued commissions if the Agent engages in the abovementioned practices.
2.9.2 Agent agrees not to use any of the Principal’s suppliers’ Marks (any online travel agencies’ names, hotels, hotel chains, airlines, etc.) and their misspellings in any SEO / SEM / PPC / CPC campaigns or activities. Principal reserves a right to immediately cancel the Agent’s account without payment of accrued commissions if the Agent engages in the abovementioned practices. Agent understands and agrees that it’s not possible to create an all-inclusive list of all suppliers of the Principal, hence it agrees with the merit of this section.
2.9.3. Agent agrees not to engage (willingly or accidentally) into Prohibited Activities, including, but not limited to:
- Sending PPC traffic to the Principal Services and web sites
- Embedding Principal’s web sites into HMTL frames (visible or hidden) or use other approaches for the same intent
iii. Sending unsolicited emails or social network notifications and messages (SPAM) to promote any of Principal Services
- Opening Principal Services and web sites in pop-up/-under windows
- Parsing Principal Services and web sites and/or creating automated (not legitimate user-initiated) load on these services
- Registering web sites with names similar to (including: misspelling, shortening, SMS-izing, having similar pronunciation) the Principal Marks in any TLDs and countries.
vii. In any way manipulate cookies set by the Principal’s Systems.
viii. Collecting information that can be used to identify the end user of the service.
- Using motivated traffic to move forward by key requests in application shops.
Agent understands and agrees that this list is not exhaustive, but provides reasonable description of the merit of the prohibitions. Agent understands and agreed that its engagement into Prohibited Activities will cause the immediate suspension or termination of the account and a forfeiture of the accrued commissions.
2.10. Prohibited Content:
2.10.1. The Agent agrees not to publish or promote Prohibited Content consisting of sexually explicit materials, violent materials, libellous or defamatory materials, illegal materials and activities.
2.10.2. If the Agent is found to use Prohibited Content for Commercialization purposes in the context of this Agreement, the Agent reserves the right to immediately suspend or terminate the Agent’s account without payment of accrued commissions.
2.11 Indemnification by the parties:
2.11.1 Regardless of the degree of collaboration offered by Principal, Agent agrees to indemnify and hold Principal harmless from any claims, damage compensation, costs, expense and charges deriving from the aforesaid advertising campaigns and/or the Commercialisation.
2.11.2 Principal agrees to indemnify and hold Agent harmless from any abovementioned claims arising out of the breach by the Principal of its express obligations and warranties under this Agreement.
2.12 The Agent declares to accept that, within the confines of the applicable legislation, the Service is provided on a “as is“ basis and Principal expressly excludes all guarantees or any obligations not explicitly mentioned in this agreement, including any guarantees relating to the peaceful commercialization of the Service without any disturbance from third parties.
2.13 Within the limits permitted by law, Principal is expressly relieved of any responsibility for any direct or indirect damage, of whichever kind, deriving from or connected with the Commercialization of the Service, regardless of the legal nature of any compensation claim possibly lodged (be it contract-related, from unlawful actions or of any other nature), even in the event that Principal has been warned of the possibility to incur such damage.
2.14 In any case, the Agent undertakes to promptly notify (hereinafter “Communication”) Principal of any claims or complaints by third parties (hereinafter “Complaints”) pertaining to the service, the same becomes aware of, in order to allow Principal to appropriately take charge of the matter.
- Compensation and payments
3.1 Principal shall pay to the Agent the relevant commission fees indicated in paragraph 2 in Appendix A, for any booking or successfully completed purchase made by any Agent users through the Agent website.
3.2 Agent understands and agrees that the size of the relevant commission received by Principal from its suppliers is solely determined by the agreements between Principal and its suppliers.
3.3 For the calculation and payment of the remunerations referred to in article 3.1, the Parties agree to refer to the results from the Back office web application mentioned in section 2.4.
3.4 Every month of Commercialisation activities and based on the results referred to in article 3.3, the Principal will create a self-billing invoice on behalf of the Agent. Principal undertakes to pay any money owed within the time period indicated in paragraph 3 in Appendix A.
3.4.1 If the amount on the self-billing invoice is substantially (in excess of 5%) different from the accrued amount, both Parties agree to work in good faith to resolve the reason for the mismatch.
3.5 The currency of payment is indicated in paragraph 4 in Appendix A.
3.6 Travel Commission is paid in accordance with our written policies: by the 20th of the month following the month we receive payment from the supplier. Suppliers take a MINIMUM of 30 days from the END OF TRAVEL to pay us, with 60 or 90 days not uncommon. Amounts you owe us, if any, will be deducted from any payments we make to you.
4.1 Both Parties and their respective staff undertake not to disclose to third parties, any information, technical data, documents and news concerning the other Party, the personnel involved in the execution of the activities referred to in this Agreement may have gained knowledge of. Such information, data, documents and news shall all be regarded as “Confidential Information”. Moreover, the Parties undertake to use the Confidential Information exclusively for the purposes contemplated by this Agreement.
4.2 Neither Party shall be held responsible for the disclosure or improper use of such Confidential Information, if:
4.2.1 such information is or has become public knowledge not due to a violation of this Agreement;
4.2.2 the Receiving Party has obtained such information in a non-confidential way by a third party who was legally in possession of it and was legally authorised to disclose it;
4.2.3 the Receiving Party was already privy to such information;
4.2.4 the Receiving Party is forced to communicate or disclose such information in execution of a legitimate order by any competent authority, providing that, in such case, the Party receiving the order immediately gives notice thereof to the Party owning the aforesaid Confidential Information, so that this can request the application of specific measures or remedies to protect its interests;
4.2.5 the Receiving Party has obtained and disclosed such information subject to the written authorization of the Party circulating it in the first place.
4.3 Neither Party shall issue to the public any press releases or similar announcements regarding the execution or content of this Agreement without the express consent of the other Party. Such consent can’t be unreasonably withheld.
4.4 The duplication, reproduction or removal of any of Principal’s Confidential Information is strictly forbidden, except for any documentation necessary for fulfilling the activities referred to in this Agreement.
4.5 The above obligations shall remain valid for a period of 3 (three) years after the expiration of this Agreement.
5.1 This Agreement shall take effect as of its signing date and shall be intended as valid on a perpetual basis.
5.2 The Principal has a right to refuse at any time to execute the terms and conditions of the present Agreement without preliminary notification of the Agent having paid to the latter the remuneration due by the moment of the refusal.
5.3 Principal also reserves the right to interrupt, at any time and to its sole discretion, the provision of the Service relating to one or more of its suppliers, at the request of such suppliers. If deemed reasonably important by the Principal (i.e. has a potential to disrupt 20% of revenue or more), such interruption will be communicated to the Agent via suitable channels.
- Obligations of the parties upon termination of the Agreement
6.1 Upon termination of this Agreement the Agent shall immediately cease to present itself as the authorised licensee for the commercialisation of the Service and to use any trademark, software, hardware and/or confidential information owned by Principal and, at the request of the latter, shall immediately destroy all technical manuals, commercial and promotional documentation as well as any other type of documentation received by Principal for the purposes set out in this Agreement.
6.2 The termination of this Agreement shall not compromise, in any way, any rights or responsibilities that either Party may have already accrued at the Agreement’s expiration date, unless such termination was for the cause of Agent’s violation of the Intellectual Property of the Principal or its suppliers as described in section 2.8.
6.3. If at the time of termination of this Agreement the Threshold Amount is not accrued on the Agent’s account, the Agents agreed to forfeit the accrued amount.
- Adjustments and Communications
7.1 This Agreement represents the entire agreement between the Parties and may be modified by the Principal from time to time to reflect the new products, trademarks and market realities.
- Partial invalidity
8.1 In the event that any of the clauses contained in this Agreement should prove void or voidable, in full or in part, due to it being inconsistent with the applicable law and/or a provision issued by the Judicial Authority, the unaffected portion of the clause as well as all the other clauses contained in the Agreement and the Agreement itself shall continue to be intended as fully valid and effective.
- Law and Jurisdiction
9.1 The Parties agree that this Agreement is entirely governed by English Law, which shall discipline the execution and termination thereof.
9.1.1 If the Agent is a UK entity (sole proprietor, corporation, etc.), it agrees to provide the Principal its tax identification number so that the Principal can report the Agent’s income arising from this Agreement to the IR.
9.2 The Parties also agree that any disputes arising out of or in connection with this Agreement shall be subject to the arbitration by the UK International Arbitration Centre.
Appendix A: Commissions schedule
Principal agrees to pay Agent the following percentage of the Principal’s earnings, which are generated by the Agent’s traffic:
- 60% – if Principal’s Relevant Earnings don’t exceed USD 3500 in the reporting month, excluding pending, cancelled sales and Clawbacks from previous periods;
- 70% – if the Relevant Earnings exceed USD 3500 in the reporting month, excluding pending, cancelled sales and clawbacks from previous periods.
- Additional (bonus) remuneration is paid at the Principal’s discretion from the Principal’s incomes for allocation of the advertisements provided that users attracted by the Agent purchase regularly the tourist services.
Principal reserves the right to increase the Agent’s revenue share at its discretion temporarily (as part of a marketing campaign) or permanently.
Payment terms. The Principal undertakes to pay the Commission fees to the Agent within 20 days after the end of the given Reporting Period, unless the Threshold Amount for a given payment method (see below) is not reached; in the latter case the accrued commissions will be held on behalf of the Agent until the Threshold Amount is eventually accrued.
Payment currency. The Principal undertakes to pay the Commission fees in the following currency: GBP. Payments in other currencies are possible, but the conversion rate will be defined by the sender’s or recipient’s bank as applicable.
Cookie lifetime. For the purpose of end user identification the Principal and their subsequent purchases sets a tracking cookie (where applicable) on the end user’s computer/device. Such a cookie has a 30 days’ lifetime, which is extended by another 30 days each time the end user runs a flight search on the Principal’s web site while the cookie is still valid.
Payment methods. Various payment methods attract various minimum amounts which can be remitted via such methods. The list below is indicative of such thresholds (the numbers may vary from time to time to reflect commercial realities):
- Paypal: threshold of USD 50
- Wire transfer: threshold of USD 500.
The Agent bears the cost of receiving the payment and intermediary bank fees (if any).