Travel Elite Private-Label/Co-branding Partner Agreement
This terms and conditions establishes the agreement between Hotel Hunters, (“Company”, “TE”, "Travel Elite", “We”, “Us”, “Our”, “Ours”) a division of Texxon Group of companies and the Affiliate Partner ("Partner") and allows the Partner to offer for sale the Company's products through its own website(s), customer sales or other end user relationships. Texxon Group trading as Travel Elite Nigeria Limited. ("herein after known as Travel Elite") and the Affiliate ("The Partner") agree that:
1.0 Background
1.1 Travel Elite operates a hotel reservations system, which provides distribution, pricing and booking of hotels and other properties ("Hotels") worldwide.
1.2 The Partner have agreed that you will promote Hotels via both online and off-line means to your customers on the terms set out within this agreement. The Partner also accepts all of the pricing, distribution and booking policies and procedures as carried out by Travel Elite and all of its staff rates and partners.
2.0 Distribution
2.1 The Partner unequivocally agrees and accepts the Hotels and all other products as listed on the Site and agrees to make no changes to the content and information listed on the Site, unless otherwise agreed by Travel Elite.
2.2 Travel Elite will provide the Partner with all the graphical and technical support required to set up your private-label website. The Partner shall not make visual modifications to the content unless otherwise agreed by Travel Elite.
2.3 Travel Elite will offer technical, developmental and marketing assistance to the Partner as required. This will occur between the hours of 9 am - 6 pm , Monday to Friday (Greenwich Mean Time). The Company will endeavour to solve any problem pertaining to any technical issue relating to this Agreement within 48 hours.
3.0 Rights and Obligations
3.1 Under the terms of this agreement, the Partner will market Travel Elite products and services in return for commissions or discount as individually agreed between Hotel Hunters and the Partner. Travel Elite products at such rates. The Partner agrees to make no changes to the content on the Site or product prices unless specifically agreed to by Travel Elite.
3.2 The Partner understands and agrees that this agreement to sell Travel Elite products is non-exclusive. Travel Elite may appoint one or more additional Partners having marketing responsibility in the same geographic area or marketing segment. Travel Elite and other Partners may also sell the same products to purchasers located anywhere in the world.
3.3 The Partner agrees not to undertake any advertising and/or marketing activities, which can be misrepresented or construed as having originated from the Travel Elite. This includes, (but not limited to): illegally using the Travel Elite brand name, or any of its logos, search engine advertising utilising the Travel Elite name(s) and passing off. The Partner is prohibited from bidding on keywords in search engines that directly relate in any way to the Travel Elite trademarks. These include (but are not limited to): HotelHunters, Hotel Hunters, Hotel-Hunters.com, Hotel Hunters.com, Room Hunters, Room Hunter, RoomHunter, RoomHunters, Roomhunters.co.uk, Roomhunter.co.uk. Should any activity listed above be undertaken by any Partner, Travel Elite reserves the right to suspend commission payment to the Partner with immediately effect and we may also suspend the Partner's account.
4.0 Service
4.1 Travel Elite will be solely responsible for the development, operation and maintenance of the Travel Elite operation and sales systems and for all materials that appear on the Travel Elite place of business or web site. For the purposes of clarifications, Travel Elite will be solely responsible for:
-
The technical operation of the Travel Elite booking websitesystems
-
Maintenance of the website and all related or affiliated products that appear on the site.
-
The look and feel and setup of your partner website
-
The accuracy and appropriateness of communication with customers
-
Ensuring that materials posted on the Travel Elite site are not libelous or otherwise illegal.
4.2 The Partner disclaims all liability for these matters. Further, the Travel Elite will indemnify and hold the partner harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of Travel Elite operation and web site.
4.3 The Partner agrees to indemnify and hold the Travel Elite harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Partner's operation and web site.
4.4 All issues relating to the booking process are the responsibility of Travel Elite and the Partner shall not enter into any correspondence with the client in any way, unless approached first. All queries relating to the Partner or any of its associations shall be forwarded by to the Partner immediately, as agreed by both parties.
4.5 Travel Elite make no express or implied representations or warranties regarding the Site or its performance, availability or functionality. Any implied warranties of merchantability, fitness for purpose, and non-infringement from the Travel Elite are expressly disclaimed and excluded. In addition, we make no representation or warranty that the operation of the Site will be uninterrupted or error free, and we will not be held liable for the consequences of any interruptions or errors.
5.0 Remuneration
5.1.1 Commission Model: Travel Elite will pay the Partner a percentage of the revenue generated by sales resulting from this venture. Travel Elite pays all commission model affiliate partners between 4% and 15% of the total booking invoice. This scalable commission structure is dependent on you volume of sale per calendar month. Click here to view sales range.
5.1.2 Discount Model: Travel Elite will give the Partner a percentage discount based on their total purchases by the Partner resulting from this venture. Travel Elite will give all discount model partners between 4% and 15% of the total booking invoice. This scalable discount structure is dependent on your purchased volume per calendar month. Click here to view purchases range.
5.2 All commission payments will be issued once a month, in Nigerian Naira, US Dollars (USD, Euros (EUR) or British Pounds Sterling (GBP) as selected when you sign up. Travel Elite will provide payment via one of the means specified by the Partner in the registration form. Minimum threshold for cheque payment is N12500/$100/ € 75/£50 for all currencies.
5.3 Commissions on Hotel Bookings are guaranteed and the full amount is paid on each consumed booking. A booking is classified as 'consumed' 30 days after the check-out date. The commission is then validated and appears in the Partner's Control Panel (PCP).
Example:
· when a customers makes a booking through your partner site on January 5 with a check out date of January 15, this commission will appear in your PCP immediately on January 5 under “Pending Commission”
· 30 days after the check out date on i.e. February 15, this commission is automatically moved to your “Commission Owing”.
Commission for each client’s booking is then payable within ten (10) Business Days from the 1st of every month, as long as the commission level is above the minimum payment threshold - as per Clause 5.2 above.
5.4 Travel Elite will keep an audit of all transactions subject to this Agreement. Travel Elite will provide the Partner with an account connections summary, which will track the number of clicks through, website traffic and confirmed bookings submitted by customers referred by the Partner. The Partner will also have access to payment reports via the Travel Elite PCP , which will display the estimated amount earned and payment history.
6.0 Confidentiality
6.1 Any use by the Partner of any other user's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing) is prohibited. Any such use shall be deemed to be a violation of this Agreement. The Web Site we provide you is to be used for the Partner's customers' personal use only. The Partner agrees that it will not use Travel Elite information obtained from the Site for chain letters, junk mail, "spamming", solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list. Notwithstanding the foregoing the Partner may market products and services to its customers, who have purchased travel through the Site, via e-mail, provided however, the customer has the ability to unsubscribe to such solicitations and cease to be a recipient of such e-mails. If Partner is in violation of this, Travel Elite reserves the right to terminate this Agreement without notice.
6.2 Neither party shall create, publish, distribute, or permit any written materials, which makes reference to the other party without first submitting to the other party such material and receiving prior written consent from the non-submitting party. This shall not to be unreasonably withheld or delayed. Neither party will make announcements or statements to the public nor any third party concerning the relationship between the parties or the transaction described in this agreement without the prior written consent from the other party. This shall not be unreasonably withheld or delayed.
7.0 Duration and Termination
7.1 The Agreement comes into force from the day the Partner signs up to the affiliate program. Both parties retain the right to end the agreement at any time, with due warning given to the other party. Termination may occur (but not be limited to the following) by either parties:
-
Either party breaches this Agreement and fails to remedy such breach within 7 days of receipt of notice from the other party specifying the breach and requiring it to be remedied.
-
Either party breaches the Agreement and the breach cannot be remedied.
-
Any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the other's assets, undertakings or business.
7.2 Upon termination, any monies owing to the Partner, which are below the minimum amount paid, will be forfeited by the Partner
8.0 Liability
8.1 Each party will own 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.
8.2 This agreement sets forth the entire understanding between both 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.
8.3 The Partner and the Travel Elite agree that Partner is an independent contractor for all purposes, and the Partner will be responsible for his own withholding taxes, workmen's compensation and all other matters related to work.
8.4 This agreement shall be governed, construed, and enforced in accordance with the laws of The Federal Republic of Nigeria.
8.5 This agreement shall not be assignable, except by operation of law, by either party without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void.