Need It Now Affiliate Program - Partner Agreement
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| This agreement establishes the terms of the relationship between Need It Now, a division of Australian Online Travel Pty Ltd. ("The Company"), and the Affiliate Partner ("Partner") and allows the Partner to offer for sale the Company's products through its own website(s). Australian Online Travel Pty Ltd. ("The Company") and the Affiliate ("The Partner") agree that: |
| 1.0 Background |
| 1.1 The Company operates an accommodation booking system for hotels and other properties ("Hotels") within Australia. |
| 1.2 The Partner agrees to promote Hotels via online and/or off-line means to it's customers on the terms set out in this agreement. The Partner 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. |
| 2.0 Distribution |
| 2.1 The Partner agrees to link to the Company's web site (www.needitnow.com.au)("Site"), accept the Hotels and all other information as listed on the Site, and agrees not to duplicate or modify the Site content. |
| 2.2 The Company will provide the Partner with all the graphical elements and technical support required to execute the above. The Partner has a choice to make visual modifications to the elements as permitted by the Company. |
| 2.3 The Company will offer technical and marketing assistance to the Partner as required. This will occur between the hours of 9 am - 5pm, Monday to Friday (Australian Eastern Standard 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 the company's products and services in return for commissions earned. The Company shall offer its products to the Partner at the same rates it offers these products to the public and the Partner shall sell the Company's products at such rates. |
| 3.2 The Partner understands and agrees that this agreement to sell the Company's products is non-exclusive. The Company may appoint one or more additional Partners having marketing responsibility in the same geographic area. The Company itself and other Partners may also sell the same products to purchasers located anywhere. |
| 4.0 Service |
| 4.1 The Company will be solely responsible for the development, operation and maintenance of the Company's operation and sales systems and for all materials that appear on the Company's place of business or web site. For example, the Company will be solely responsible for: |
· The technical operation of the Company's systems, site and all related equipment
· The accuracy and appropriateness of communication with customers
· Ensuring that materials posted on the Company's site are not libelous or otherwise illegal.
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| 4.2 The Partner disclaims all liability for these matters. Further, the Company 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 the Company's operation and web site. |
| 4.3 Consequently, the Partner will indemnify and hold the Company 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 the Company 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 on to the Partner immediately, as agreed by both parties. |
| 4.5 We make no express or implied representations or warranties regarding the Site or its performance, availability or functionality. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement from the Company 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 liable for the consequences of any interruptions or errors. |
| 5.0 Remuneration |
| 5.1 The Company will pay the Partner a percentage of the gross value of each confirmed booking resulting from this agreement. The transactional commissions will be paid as follows: |
| 5% commission on all the gross value of all bookings (excluding the $4.85 booking fee) |
| 5.2 All commission payments will be issued once a month, in Australian Dollars (AUD). The Company will provide payment via direct debit. |
| 5.3 Commissions on Hotel Bookings are paid after each completed booking. The commission specified shall be the sole compensation that the Partner is entitled to receive under this agreement. The GST (Good and Services Tax) is applicable to all payments for Australian Partners only. All orders are subject to acceptance by the Company in accordance with its policies at the time of booking request. The Company's policies are subject to change without notice. |
| 5.4 The Company will keep an audit of all transactions subject to this Agreement. The Company will provide the Partner with an affiliate management area, where the Partner will be able to track the number of click thrus and confirmed bookings submitted by users referred by the Partner. The Partner will also have access to payment reports, 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 Site is to be used for the Partner's customers' personal use only. The Partner agrees that it will not use Company 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, the Company reserves the right to immediately 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, and is approved, 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) if: |
· 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.
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| 7.2 Upon termination, any monies owing to the Partner will be paid by the Company. |
| 8.0 Liability |
| 8.1 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. |
| 8.2 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. |
| 8.3 Partner and the Company agree that Partner is an independent contractor for all purposes, and 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 State of New South Wales, Australia. |
| 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. |
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