This Agency Agreement (“Agreement”) establishes the terms of the agency
relationship between Go Travel Un Limited doing business as JetRadar,
a Hong Kong Limited Liability Company, number 1658681, having its
registered office at Suite 1504, 15/F, Chinachem Tower, 34-37 Connaught
Rd Central, Hong Kong (“Principal”) and the affiliate who used the Secure
Partner Registration Form to sign up for an account in the Principal’s system
(“Agent”). (Principal and Agent will also be hereinafter referred to
individually as “Party” and jointly as “Parties”)
In consideration of the mutual promises contained herein, the Parties agree
as follows:
a) Principal provides online information support for the travel industry
(hereinafter “Services”) relating to the services offered by major operators
within this sector (hereinafter “Operators”);
b) 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
c) 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:
0. Definitions
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).
1.
Recitals and annexes
1.1 All recitals and annexes shall be intended as integral part of this
Agreement.
2. 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 the Principal Marks (JetRadar,
Travelpayouts, HotelLook, BookMyBest, Aviasales), 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:
i.
Sending PPC traffic to the Principal Services and web sites
ii.
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
iv.
windows
Opening Principal Services and web sites in pop-up/-under
v.
Parsing Principal Services and web sites and/or creating
automated (not legitimate user-initiated) load on these services
vi.
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.
ix.
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.
2.9.4. Agent agrees not to sign up for another account using its affiliate
identifier as a reference in order to inflate affiliate commissions payable. If
such occurrence is identified by the Principal, the referral commissions will
be forfeited.
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.
3.
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.
4.
Confidentiality
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 nonconfidential 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.
Validity
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.
6. 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.
7. 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.
8.
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.
9.
Law and Jurisdiction
9.1 The Parties agree that this Agreement is entirely governed by the Hong
Kong laws, which shall discipline the execution and termination thereof.
9.1.1 If the Agent is a Hong Kong 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
IRD.
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 Hong Kong
International Arbitration Centre.
Key details of the Parties
Go Travel Un Limited (Principal)
Registered address
Suite 1504, 15/F., Chinachem Tower,
34-37 Connaught Road Central, Hong
Kong.
Mailing address
17/34 Soi Aree 1, Viset Road, Muang,
Phuket, 83130, Thailand
Phone: +852 8191 7159
Bank details
Bank Name: HSBC Hong Kong
Swift Code: HSBCHKHHHKH
Account Number: 848134268838
Account Name: Go Travel Un Limited
Signatures of the Parties
Go Travel Un Limited (Principal)
By
By
Name: Max Kraynov
Title: CEO
Name:
Title:
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.
Additionally, if Agent 1 has referred another Agent 2 via its referral code,
and said referral code was duly recorded in the Principal’s system, said
Agent 1 is entitled to a commission of 5% of the Principal’s Relevant
Earnings of Agent 2.
Payment terms. The Principal undertakes to pay the Commission fees to
the Agent within 15 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: USD. 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):

Electronic currencies (incur a processing fee equal to 10% of
the Relevant Earnings)
o WebMoney R: threshold of USD 20
o Yandex.Money: threshold of USD 20
o Stored value systems
 Paypal: threshold of USD 50



ePayments: threshold of USD 50
Payoneer: 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).