Beach Villa Venue Affiliate Partner Terms & Conditions

Beach Villa Venue Affiliate Partner Terms and Conditions

These terms and conditions together with the Schedule – Affiliate Partner Guidelines (as updated from time to time) set out the agreement (“Agreement”) between Beach Villa Venue and you (“Affiliate Partner”), and govern your use of the Services (as defined below) and the Booking Network and each Campaign within such Booking Network. By ticking the box below, Affiliate Partner agrees to the terms of this Agreement, and warrants and represents that:

– if Affiliate Partner is an individual, it has the capacity and authority to enter into this Agreement; or

– if Affiliate Partner is an organisation, that this Agreement is executed by a person having the authority to enter into such agreement on Affiliate Partner’s behalf.

1. Sign-Up

1.1 Affiliate Partner’s application to become a Affiliate Partner on an Booking Network may be approved in that Booking’s sole discretion.

1.2 If Affiliate Partner wishes to participate in a Campaign, Affiliate Partner shall apply by supplying the requested information and following such other instructions as are stated in the Platform.

1.3 Affiliate Partner’s participation in a Campaign is at the sole discretion of the Booking who operates the Campaign.
1.4 If Booking approves Affiliate Partner’s participation, Affiliate Partner further agrees to be bound by any specific, reasonable conditions which Booking may impose from time to time in the Campaign Description for that Campaign.

1.5 The Campaign Description will constitute a separate agreement between Affiliate Partner and Bookings, and Beach Villa Venue

1. accepts no responsibility for the content of the Campaign Description; and
2. will not be a party to any agreement between Affiliate Partner and Booking based on the Campaign Description unless otherwise agreed in writing,

therefore, Affiliate Partner acknowledges that the Booking Network and Campaigns are the responsibility of Bookings and not Beach Villa Venue.

2.Referral Tracking

2.1 Beach Villa Venue shall create Links and supply these to Affiliate Partner which allow Beach Villa Venue and Beach Villa Venue’s Affiliate Partners (including Bookings) to track Referrals.

2.2 Affiliate Partner must implement the Links in the Site in accordance with Beach Villa Venue’s reasonable instructions, maintain them during the Term and in accordance with clause 17.4(b) as fully operational, and ensure they are updated in accordance with Beach Villa Venue’s reasonable instructions.

2.3 Affiliate Partner’s delay in or failure to implement, operate and maintain Links correctly may cause Referrals not to be identified, and no Commission shall be payable to Affiliate Partner in respect of such unidentifiable Referrals.

3. IP Licences, Branding and Ownership

3.1 Except where agreed otherwise in writing, each Party grants the other a non-exclusive, revocable, sub-licensable, royalty-free licence, to use, reproduce and display its respective Intellectual Property solely for the purposes of providing the Services and operating the Campaigns in which Affiliate Partner participates.

3.2 Nothing in this Agreement shall operate to transfer any interest or ownership in any rights to Intellectual Property of one Party to the other.

4. Commission

4.1 In return for Affiliate Partner implementing Links in the Site, Beach Villa Venue shall pay Commission in respect of Referrals that result in Approved Transactions .

4.2 Other than as set out in Clause 5 below, Affiliate Partner expressly acknowledges that each Booking sets the terms applicable to Commissions for each Campaign, including but not limited to payment structure and Commission levels.

5. Payment.

5.1 Subject to Clause 5.3, Beach Villa Venue will make funds available to Affiliate Partner for Commissions no more than 30 working days after:

(a) Beach Villa Venue has received cleared funds from Booking; and

(b) Beach Villa Venue has received TOTAL FINAL PAYMENT from Booking.

(c) 30 Days After Event Ends.

5.2 Affiliate Partner releases Beach Villa Venue from any claim for Commissions if Beach Villa Venue has not received the corresponding funds and payments or a cancellation has occurred for the specific event.

5.3 Commissions shall be payable to Affiliate Partner once Affiliate Partner has earned aggregate Commissions from all applicable Bookings above the following minimum payment thresholds: US$100  per currency. A payment matrix of minimum threshold amounts is available on request for all other currencies. For the avoidance of doubt, Commissions earned below such threshold in any month shall be carried forward to the following month.

5.4 Subject to Clause 5.3, Affiliate Partner expressly acknowledges and agrees that if Affiliate Partner does not draw down their funds or provide sufficient information via the Platform for Beach Villa Venue to electronically transfer funds to Affiliate Partner, the following process shall apply:

(a) If (i) Affiliate Partner has not generated any Commissions, as tracked and recorded within the Platform, within any consecutive 12 month period, and (ii) Affiliate Partner has failed to generate a self-bill and draw down funds within 12 months from the date that the funds are made available, then the Affiliate Partner account shall be immediately classified as dormant (“Dormant Account “) and may be subject to a Maintenance Fee as further described in Clause 5.4(b) below.

(b) Beach Villa Venue reserves the right to charge an administrative fee for the maintenance of a Dormant Account based on Beach Villa Venue’s then prevailing rates according to the schedule contained herein (the “Maintenance Fee”).

Maintenance Fees shall be deducted from Affiliate Partner’s account balance retroactively from the point a Affiliate Partner account was deemed to be a Dormant Accountafter 30 days of inactivity and monthly thereafter, in arrears, in accordance with the Maintenance Fee Schedule below: $10.00 USD per Month.

5.5 Without prejudice to any other remedy Beach Villa Venue may have in respect of Affiliate Partner’s participation in Unethical Activities, Beach Villa Venue reserves the right to claim back any funds paid in respect of any related Approved Transactions which are determined to be as a result of or related to Unethical Activities. In circumstances where Affiliate Partner is paid Commission which is not rightfully due including, but not limited to overpayments, mistaken payments, payments which result from or involve fraud, Beach Villa Venue reserves the right to claw back such Commissions. Beach Villa Venue will consult with Affiliate Partner regarding any claw back and resultant repayment terms.

5.6 In compliance with any law, regulation or government direction affecting Beach Villa Venue or an Associated Company, Beach Villa Venue reserves the right to withhold payment to Affiliate Partner if any of the following are located in a country subject to international sanctions:

(i) billing address;

(ii) bank account;

(iii) IP address; or

(iv) trading address.

5.9 Beach Villa Venue will not be responsible for any mis-payment or return of Commission where Affiliate Partner has not submitted PAYOUT details to Beach Villa Venue.

5.10 Where the transfer of funds to Affiliate Partner incurs bank charges, Beach Villa Venue reserves the right to pass on such charges to Affiliate Partner.

5.11Where Affiliate Partner requests payment in a currency other than the currency the Campaign is tracked in, Beach Villa Venue shall convert the Commission paid by Booking in the original currency to the requested currency at a reasonable market rate.

For Local Tanzanian Affiliate Partners, Partners must include their Mobile Money Payout number at the time of registration. Beach Villa Venue will not be held responsible for any incorrect  Mobile Money  details.

6. Affiliate Partner Warranties.

6.1 Affiliate Partner represents, warrants and undertakes to Beach Villa Venue that:

(a) its acceptance of this Agreement, and its performance of its obligations and duties under it, do not and will not breach any agreement to which Affiliate Partner is a party or by which it is otherwise bound;

(b) all information and data Affiliate Partner supplies to Beach Villa Venue, Booking, Users and any other party through or in connection with this Agreement is correct, accurate, up-to-date and not misleading;

(c) The Site and Affiliate Partner’s activities through and in connection with the Services and the relevant Booking Network, shall comply with Global Data Protection Legislation,

(d) Affiliate Partners shall adhere to the Affiliate Partner Guidelines at all times, as well as industry best practice in promoting Campaigns;

(e) Affiliate Partners Site and its activities through and in connection with the Beach Villa Venue Services and relevant Booking Network shall not contain, transmit or otherwise involve any Malware or other equivalent or similar code or material;

(f) it shall provide a clear and conspicuous link to its privacy policy from each page on its Site, and such privacy policy shall be in compliance with applicable laws, including the Data Protection Legislation;

(g) it shall disclose to Users its commercial relationship with Booking to the extent, and in the manner, required by all applicable law, regulation, or codes of conduct;

(h) any Intellectual Property it uses does not and will not infringe any third-party right (including without limitation by being obscene, defamatory or infringing any copyright, trade mark or other proprietary right);

(i) that Affiliate Partner’s participation in the Campaigns is undertaken in the course of a business.

 

7. Data Protection

7.1 Beach Villa Venue will process Affiliate Partner’s Personal Data only:

(a) to fulfil its obligations to Affiliate Partner as set out in this Agreement;

(b) where required to do so by a regulator or by law;

(c) in accordance with Clause 14.3;

(d) in accordance with Beach Villa Venue’s privacy policy as made available on its website from time to time.

7.2 Beach Villa Venue processes Users’ Personal Data and uses tracking code and/or cookies on behalf of Bookings for the purposes of tracking the performance of Bookings’ marketing efforts and attributing Transactions to Affiliate Partner (the “Purpose”). Affiliate Partner understands and acknowledges that Beach Villa Venue and Bookings’ compliance with applicable law depends on Affiliate Partner making certain disclosures and obtaining certain consents for such tracking and processing. In order to ensure such compliance, Affiliate Partner will in relation to Users make all necessary disclosures for and obtain all necessary consents to:

(a) the use of code or cookies;

(b) the collection of Users IP address and browser details;

(c) the processing of Users’ Personal Data, including data relating to the Users’ clicks on Links and subsequent purchases;

(d) the disclosure of Users’ Personal Data to Bookings and to Beach Villa Venue and its Associated Companies;

(e) the transfer of Users’ Personal Data outside the Users’ territory,

by Beach Villa Venue for the Purpose.

7.3 Affiliate Partner will pass only anonymous data to Beach Villa Venue unless Affiliate Partner has entered into an agreement for the processing of Users’ Personal Data with Beach Villa Venue.

 

8. Affiliate Partner Indemnity

8.1 Affiliate Partner hereby undertakes to keep Beach Villa Venue, Beach Villa Venue’s Associated Companies and Beach Villa Venue’s Bookings (together with their directors, employees and agents) fully and effectively indemnified against any and all costs, claims, expenses, administrative sanctions and liabilities (including reasonable legal fees) arising as a result of:

(a) the content of the Site;

(b) any breach of this Agreement;

(c) Beach Villa Venue’s compliance with Affiliate Partner’s instructions with respect to the processing of Personal Data;

and

(d) any other claim against Beach Villa Venue or Booking in connection with a User’s use of the Site

(any matter within the scope of this indemnity being a “Claim”).

8.2 Beach Villa Venue shall notify Affiliate Partner of any Claim and take reasonable account of Affiliate Partner’s directions with regard to that Claim.

8.3 Clause 12.2 of this Agreement shall not apply to this clause 8.

9 Beach Villa Venue Warranties

9.1 Beach Villa Venue warrants and undertakes to Affiliate Partner that:

(a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required under it;

(b) its execution of this Agreement and the performance of its obligations and duties under it, do not and will not breach any agreement to which it is a party or by which it is otherwise bound;

(c) Beach Villa Venue’s activities through and in connection with the Services, shall comply with the Data Protection Legislation, applicable anti-bribery and corruption legislation, and any and all other applicable laws, regulations and codes of conduct in force from time to time as amended, re-enacted, extended or consolidated. Beach Villa Venue shall promptly notify Affiliate Partner, if Beach Villa Venue becomes aware of any corruption or breach of Data Protection Legislation in relation to this Agreement; and

(d) Affiliate Partner’s use of Beach Villa Venue’s Intellectual Property shall not infringe the intellectual property or other rights of any third party.

10 DISCLAIMER

10.1 AFFILIATE PARTNER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS, AND THAT BEACH VILLA VENUE DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, IN RELATION TO THE SERVICES’ FUNCTIONALITY, AVAILABILITY OR UPTIME, NOR THAT THE SERVICES ARE SUITABLE FOR AFFILIATE PARTNER’S PARTICULAR REQUIREMENTS, OR THAT AFFILIATE PARTNER’S USE OF THE SUCH SERVICES WILL RESULT IN ANY PARTICULAR LEVEL OF INCOME OR BUSINESS TO AFFILIATE PARTNER.

11 Term, Termination and Suspension

11.1 This Agreement commences on the Effective Date and shall remain in force until terminated in accordance with its provisions.

11.2 Either Party may terminate this Agreement:

(a) at any time on written notice to the other Party in the event of:

(i) a material breach of this Agreement by the other Party;

(ii) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party;

(iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or

(b) immediately with notice and without cause.

11.3 Further, Beach Villa Venue may terminate this Agreement immediately and without notice if Affiliate Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement.

11.4 Beach Villa Venue may suspend its provision of the Services or Affiliate Partner’s participation in any Campaign, or disable Links, where Beach Villa Venue believes it is necessary to protect Beach Villa Venue, Beach Villa Venue’s Associated Companies, Bookings or Users from any damage, loss or liability, including, without limitation, if Beach Villa Venue believes Affiliate Partner is engaged in any Unethical Activities.

11.5 If Beach Villa Venue exercises its rights of suspension under clause 11.4, Beach Villa Venue shall notify Affiliate Partner as soon as practicable and resume provision of Services and/or Affiliate Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies.

11.6 Except for Beach Villa Venue’s obligations in clause 14, Beach Villa Venue shall be relieved of all liability, duty and obligation to Affiliate Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Affiliate Partner shall not be entitled to any Commission, compensation or any other form of payment from Beach Villa Venue in respect of any period of suspension, whether or not the suspension is lifted and Affiliate Partner is subsequently re-granted access to the Beach Villa Venue Network.

12 LIMITATION OF LIABILITY

12.1 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR LOSS OR DAMAGE DUE TO OR ARISING FROM DEATH, PERSONAL INJURY OR FRAUDULENT MISREPRESENTATION.

12.2 SAVE IN RELATION TO CLAUSE 8 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCURRED AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, NEGLIGENCE OR HOWSOEVER.

12.3 BEACH VILLA VENUE’S MAXIMUM LIABILITY TO AFFILIATE PARTNER IN RELATION TO AFFILIATE PARTNER’S DIRECT LOSSES ARISING FROM BEACH VILLA VENUE’S BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE COMMISSION RECEIVED OR PROPERLY DUE TO AFFILIATE PARTNER IN THE 3 MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO LIABILITY.

12.4 WITH THE EXCEPTION OF CLAUSES 6.1 (g), 6.1 (h), 7 AND 14 AFFILIATE PARTNER’S MAXIMUM LIABILITY TO BEACH VILLA VENUE IN RELATION TO BEACH VILLA VENUE’S DIRECT LOSSES ARISING FROM AFFILIATE PARTNER’S BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE COMMISSION RECEIVED OR PROPERLY DUE TO AFFILIATE PARTNER IN THE 12 MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO LIABILITY, OR $500,000.

13 Disputes and Notices

13.1 Both Parties shall use commercially reasonable endeavours to resolve bona fide disputes.

13.2 If no such resolution occurs within 30 days of notification of a dispute, either Party may escalate such dispute to a superior within Beach Villa Venue, and both parties shall attempt to resolve such dispute within a further 30 day period.

13.3 Any notice given under this Agreement shall be in writing and shall be considered given or made: where sent by hand or courier, upon receipt; where sent by first class pre-paid post, on the second working day following the date of posting; or where given by e-mail immediately on transmission; or where posted in the Platform immediately the posting is made.

13.4 Notices shall be delivered or posted:

(a) in the case of Beach Villa Venue, to the address set out above or such other address notified to Affiliate Partner;

(b) in the case of the Affiliate Partner, to the address given by the Affiliate Partner in the Platform.

14 Confidentiality

14.1 Both Parties shall take reasonable steps to prevent disclosure of Confidential Information of the other Party other than to those of its employees or agents who require access to such Confidential Information solely to perform such Party’s obligations hereunder and who have each agreed to comply with this provision. Such obligation shall continue despite the termination of this Agreement.

14.2 Either Party may disclose Confidential Information without the consent of the other Party to the extent such disclosure is required by law.

14.3 Notwithstanding Clause 14.1 and subject to Clause 7.2, where Affiliate Partner:

1. a) has made an application for approval on an Booking Network; or
2. b) is participating in an Booking Campaign;

Affiliate Partner acknowledges that Beach Villa Venue may disclose to the relevant Booking or to any Associated Company such Confidential Information (including Affiliate Partner’s Personal Data) as Beach Villa Venue reasonably deems necessary for the purposes of providing the Services. Affiliate Partner may object to such disclosure at any time by providing notice to Beach Villa Venue of such objection.

14.4 Both Parties may publicise the relationship, subject to the other Party’s approval of any publicity materials, such approval not to be unreasonably withheld or delayed.

15 Force Majeure

15.1 Neither Party shall be liable for, or be considered in breach of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such Party’s reasonable control, including but not limited to acts of God, acts of government, strikes or war, and which such Party is unable to overcome by the exercise of reasonable diligence.

16 General Provisions

16.1 Failure of either Party to insist upon or enforce performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of such Party’s right to assert or rely upon any such provision or right in that or any other instance.

16.2 This Agreement comprises the entire agreement between the Parties, and supersedes all prior agreements, statements, and representations whether negligent or otherwise (other than fraudulent misrepresentations) by either Party in relation to its subject matter.

16.3 Other than expressly provided for in this Agreement, a person (natural or legal) who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but that does not affect any right or remedy of a third party which exists or is available apart from that Act.

16.4 Affiliate Partner shall not assign this Agreement or any right, interest or obligation under it without Beach Villa Venue’s prior written consent. Beach Villa Venue may assign this Agreement or any of its rights, interests or obligations under it to any third party including without limitation any Associated Company without restriction or to any successor of Beach Villa Venue’s by way of merger, consolidation or the acquisition of all or substantially all of Beach Villa Venue’s business and assets relating to this Agreement.

16.5 Solely to the extent there is any inconsistency between the Campaign Description and this Agreement, this Agreement shall prevail.

16.6 If any provision of this Agreement is or becomes invalid or illegal in any respect, that provision shall be deemed severed from this Agreement, but the validity, legality and enforceability of the remaining provisions shall not be affected.

16.7 The clause headings in this Agreement are included for convenience only and shall not affect its construction or interpretation.

16.8 Neither Party shall have the right to bind the other to any agreement with a third party nor to represent itself as an agent, Affiliate Partner or joint venture of the other, nor to incur any obligation or liability on behalf of the other.

16.9 The termination of this Agreement (for whatever reason) shall not terminate any provision or obligation which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the Parties.

16.10 This Agreement shall be governed by English law and the Parties irrevocably submit to the exclusive jurisdiction of the English Courts.

17 Updates

17.1 Beach Villa Venue may update this Agreement from time to time by publishing a new version in the Platform.
17.2 Beach Villa Venue will notify Affiliate Partner in advance of updates to this Agreement via email, the Platform or other suitable method.

17.3 Affiliate Partner’s continued use of the Services and/or participation in a Campaign after the date of any such update constitutes Affiliate Partner’s acceptance to be bound by the updated terms.

17.4 If Affiliate Partner does not agree with any proposed update to these terms, Affiliate Partner must immediately notify Beach Villa Venue and, in accordance with Beach Villa Venue’s directions:

(a) cease further participation in any then-active Campaigns;

(b) agree to continue participation in any then-active Campaigns for such period as Beach Villa Venue shall direct.

 

18. Definitions.

In this Agreement, the following words have the following meanings:

“Booking” means a third party who contracts with Beach Villa Venue in order to use the System to run Campaigns;

“Booking Network” means the Booking’s proprietary network through which Affiliate Partner may advertise and market Booking’s products and services to Users via the Site;

“Approved Transaction” a Transaction which has been approved by the relevant Booking;

“Associated Company” means a member of Beach Villa Venue’s group, and any entity that controls, is controlled by or is under common control with any of the foregoing entities;

“Campaign” means a commercial offer or set of offers of Booking’s products and services specified in a Campaign Description;

“Campaign Description” (sometimes known as “Programme Description”) means the key parameters of a Campaign, which may include, without limitation, a description of Booking’s company, commission rates, cookie period, specific terms and conditions and other relevant information;

“Commission” means all compensation due to Affiliate Partner (including, for the avoidance of doubt, bonus payments) in respect of Approved Transactions, as agreed between Affiliate Partner and Booking ;

“Confidential Information” means this Agreement and all communications and information, whether written, visual, or oral, and all other material supplied to or obtained, whether electronic or not, by either Party from the other during the Term and all information, reports, drawings, recommendations, data or advice given by either Party to the other in pursuance of its obligations under this Agreement, and shall (without limitation of the foregoing) include any information from whatever source supplied to or obtained by either Party concerning the trade secrets, customers, business associations, technical or commercial affairs of the other Party or in the case of Beach Villa Venue any Associated Company, Affiliate Partners, joint ventures or any Booking or business associate of Beach Villa Venue;

“Data Protection Legislation” means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other applicable supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction, and any legislation that supersedes the foregoing (including, for the avoidance of doubt Regulation (EU) 2016/679 (General Data Protection Regulation).

“Dormant Account” has the meaning set out in Clause 5.4(a).

“Effective Date” means the date of execution of this Agreement by Affiliate Partner, as evidenced by Beach Villa Venue’s records indicating the date the Affiliate Partner signed up to the Booking Network;

“Intellectual Property” means patents, rights in designs, trademarks, trading business or domain names, email addresses, copyrights (including any such rights in typographical arrangements, web sites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, licenses in, to and under any of the foregoing,  rights in inventions, know how, trade secrets and other Confidential Information, rights in databases and all other intellectual property rights, which subsist now or in the future in any part of the world;

“Link” means the link Beach Villa Venue supplies to Affiliate Partner for inclusion on the Site, which when clicked on by a User, identifies:

1. that the User has been referred by Affiliate Partner; and
2. the Campaign the User is participating in;

“Malware” means software programmes designed to damage or do other unwanted actions on a computer system or to disrupt computer or mobile operations;

“Parties” means the Affiliate Partner and Beach Villa Venue, and “Party” means either one of them;

“Personal Data” means personal data as defined in the Data Protection Legislation;

“Affiliate Partner Guidelines” means the guidelines set out in the Schedule to this Agreement;

“Platform” means the Beach Villa Venue performance marketing technology and reporting interface accessible from URL http://console.Beach Villa Venue.com/ (or any other URL as advised by Beach Villa Venue from time to time);

“Referrals” means the Affiliate Partner’s referral or introduction of a User to an Booking as part of a Campaign, which may result in an Approved Transaction.

“Services” means the provision to Affiliate Partner by Beach Villa Venue of access to the Platform;

“Site” means Affiliate Partner’s website, blog, forum, voucher code, email list or other mechanic designed or intended to refer Users to Bookings;

“Term” means the duration of this Agreement, beginning on the Effective Date and continuing until the date of termination;

“Transaction” means a sale or supply of an Booking’s goods or services to Users, or introductions, referrals or other User interactions in respect of an Booking’s goods or services as defined in the applicable Campaign Description, and recorded as part of the Services;

“Unethical Activities” has the meaning set out in the Schedule, Paragraph 1;

“User” means an individual consumer who purchases, applies for, enquires about or otherwise takes action in respect of Booking’s products or services.

 

 

 

THE SCHEDULE

Affiliate Partner Guidelines

1. Each Affiliate Partner undertakes to Beach Villa Venue that it shall not engage in any fraudulent, unethical or unlawful activity, any activity which is not transparent to, nor in the best interests of Beach Villa Venue, Bookings and/or Users, or any activity that intentionally or unintentionally misuses or circumvents this Agreement, the Services and/or the payment terms herein (“Unethical Activities”). Examples of Unethical Activities include, but are not limited to:

1.1. use of inappropriate software (whether third party or otherwise) in order to create financial gain for Affiliate Partner;

1.2. bidding on legally-protected key terms within paid search, or any other third party advertising system based on keywords, without Beach Villa Venue’s and/or Booking’s prior approval;

1.3. implementing links that are placed in such a way that is misleading to Users or where there is an incentive to click on them without a User’s full knowledge of the consequences of their actions. For example, activating a cookie which may later mean a conversion of sale to the owner of the Affiliate Partner link (‘forced clicks’), or otherwise causing or enabling links to Bookings which are not made in good faith;

1.4 promotion by unsolicited email;

1.5. mimicking the action of a Affiliate Partner link click which results in a cookie being stored on a User’s machine which could later lead to the conversion of a sale to said Affiliate Partner; or

1.6 promoting, distributing or otherwise publishing any content that includes content on the Site, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law.

2. The provisions of this paragraph apply to Affiliate Partners whose Site comprises an email list (“Email Affiliate Partner”). Email Affiliate Partners must:

2.1 create, supply and operate such lists in accordance with data protection and other applicable laws;

2.2. obtain Beach Villa Venue’s approval before sending email promotions on behalf of Bookings to Users;

2.3. upon Beach Villa Venue’s request, promptly supply examples of email promotions which Email Affiliate Partner proposes to use;

2.4. upon Beach Villa Venue’s request, promptly provide full disclosure as to the origin and source of its list or database of email addresses, including supplying satisfactory evidence that these have been properly purchased or licensed; details of the party from whom they have been purchased or licensed; and details which demonstrate that they have been created, supplied and operated in accordance with data protection and other applicable laws.

 

3. Each Affiliate Partner shall protect and maintain the confidentiality of their logins, Links and other data used to manage access to the Platform and Campaigns and shall ensure that a third party may not change Affiliate Partner’s details without Affiliate Partner’s knowledge.

 

4. Each Affiliate Partner must specify the URLs it will use to track Transactions as part of the sign up process via the Platform (“Authorised URLs”). Beach Villa Venue may ignore Transactions entered into via URLs other than Authorised URLs and/or withhold Commission in respect of them. A Affiliate Partner may add additional or substitute URLs from time to time via the Platform, but such URLs will only become operational once confirmed as such by Beach Villa Venue as Authorised URLs.

 

5. From time to time, Beach Villa Venue may request information from Affiliate Partner to evidence how and where Affiliate Partner is promoting its Site and Affiliate Partner shall supply such information promptly to Beach Villa Venue.

 

6. If any Affiliate Partner or User has configured its system in order to disable any technology confirming the means of referral, Beach Villa Venue will treat the User as not having been referred by any Affiliate Partner.

 

7. All information in the Platform must be complete and accurate at all times. Beach Villa Venue reserves the right to request proof of Affiliate Partner’s identity at any time. If Affiliate Partner does not provide this within the time period specified by Beach Villa Venue, then Beach Villa Venue may terminate this Agreement on immediate notice.