In association with

Leisure Direction Travel Affiliates Program - Affliate Agreement

Introduction:

This Agreement sets out the terms and conditions upon which the Affiliate has agreed to operate and promote certain travel services (“the Services”) on the Affiliate’s Web Site and to generate online bookings through the Principal’s booking engine(s).

The Relationship:

The Affiliate and the Principal are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Principal’s behalf. The Affiliate will not make any statement, whether on the Affiliate’s site or otherwise, that reasonably would contradict anything in this Section.

The Responsibilities of the Principal:

The Principal will be responsible for providing all information necessary to allow the Affiliate to make appropriate Links from the Affiliate’s Site to the Principal’s Site. The Principal will be solely responsible for processing every application placed by a customer following a Link from the Affiliate’s Site, for tracking the number and amount of sales generated by the Link from the Affiliate’s Site, and for providing information to the Affiliate regarding sales statistics. Also, the Principal will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service, it being understood that such activities shall be for the Principal’s account.

The Affiliate’s Web Site:

The Affiliate will be responsible for hosting, developing and maintaining the Affiliate’s Web Site and all forms of online and offline marketing with the objective to achieve bookings through the Principal’s booking engine(s).

For example, the Affiliate will be solely responsible for:

• The technical operation of the Affiliate’s site and all related equipment
• The accuracy and appropriateness of materials posted on the Affiliate’s site (including, among other things, all product-related materials)
• Ensuring that materials posted on the Affiliate’s site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• Ensuring that materials posted on the Affiliate’s site are not libelous or otherwise illegal.

The Principal disclaims all liability for these matters. Further, the Affiliate will indemnify and hold the Principal harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of the Affiliate’s site.

Linking:

As an Affiliate, the Principal will make available to the Affiliate a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, the Affiliate may display as often and in as many areas on the Affiliate site as the Affiliate desires. The Links will serve to identify the Affiliate site as a member of the Affiliate Program and will establish a link from the Affiliate site to the Principal’s site.

1. Agreements Regarding Links: In utilizing the Links, the Affiliate agrees that the Affiliate will cooperate fully with the Principal in order to establish and maintain such Links. The Affiliate also agrees that the Affiliate will display in the Affiliate site only those graphic or textual images (indicating a Link) that are provided by the Principal, and the Affiliate will substitute such images with any new images provided by the Principal from time to time throughout the term of this Agreement. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of the Affiliate site to the Principal’s site will in no way alter the look, feel, or functionality of the Principal’s site.
2. The Principal will refuse all applications or signups from affiliates which the Principal believes participate in spyware, adware or parasiteware techniques for driving traffic. The Principal reserves the right to research and investigate affiliates and their activities and, at the Principal’s own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.

The Services:

Ferry tickets, package holidays and related travel services.

General Terms of Business:

1. The Principal appoints the Affiliate to be a non-exclusive Affiliate of the Principal for the sale in the United Kingdom and the Republic of Ireland in accordance with the Principal's instructions of the Principal's advertised holidays, tickets, vouchers, coupons and arrangements as may be mutually agreed between the parties.
2. The Affiliate agrees to promote the Services and other travel arrangements provided by the Principal only at the Principal's advertised prices or such other prices as may be advised by the Principal to the Affiliate from time to time. Any variations which the Principal might make to its published prices will be made available to the Affiliate except insofar as special terms may from time to time be negotiated for exclusive promotions.
3. The Affiliate agrees to act as such Affiliate and to procure only genuine requests for the Services made by customers and that stock is not taken off sale for speculative or any other purposes not related to a genuine booking transaction at any time.
4. The Affiliate shall use its best endeavours to promote and increase the sale of the said Services and other arrangements of the Principal and to display prominently upon the Affiliate’s Web Site the publicity material furnished to it by the Principal. The Principal shall supply such sales and promotional materials to the Affiliate as may from time to time be reasonably requested by the Affiliate.
5. The Affiliate shall submit to the Principal any advertising or commercial material proposed to be used by the Affiliate which includes the name of the Principal or any reference to the Services of the Principal for the approval of the Principal before publication.
6. The Affiliate shall exercise all due skill, care and attention when making representations to the Customer as to the Services offered by the Principal and will advise Customers to refer to the published details of Services as featured in the current Principal prospectus (printed Holiday Brochure &/or Electronic Holiday Offers Database) and in particular to the Principal Terms and Booking Conditions before entering into a firm contract with the Principal.
7. The Affiliate shall notify to the Principal complaints and claims made by customers in relation to the Principal's Services which the Affiliate considers itself unable to resolve and the Principal hereby agrees to deal promptly and fairly with all complaints and claims referred to it by the Affiliate and to keep the Affiliate indemnified against all claims and liabilities relating thereto save to the extent that they are attributable to the acts and omissions of the Affiliate.
8. The Affiliate shall keep the Principal indemnified against all claims and liabilities attributable to acts or omissions committed by the Affiliate in breach of this Agreement or acts committed outside the scope of this Agreement.

Fee Basis & Payment Terms:

The Principal undertakes to pay the Affiliate for all sales on a commissionable basis according to the following schedule:

Product/s	Carrier/s	Commission Rate
Holiday Packages	All	6%
Accommodation-only	N/A	6%
Transport-Only (Ferries)	Hoverspeed, Seafrance	6%
	Eurotunnel	0%
	All other ferry operators	6%

Payments will be made monthly in arrears upon receipt of the Affiliate’s invoice for all qualified sales in the previous calendar month. However, if the referral fees payable to the Affiliate for any calendar month are less than £20.00, the Principal will hold those referral fees until the total amount due is at least £20.00 or (if earlier) until this Agreement is terminated. If a Product that generated a referral fee is not paid in full by the customer or is purchased by the use of a fraudulent credit card, the Principal will deduct the corresponding referral fee from the Affiliate’s next payment. If there is no subsequent payment, the Principal will send the Affiliate a bill for the commission paid on sales.

Commencement, Duration and Determination:

This Agreement commenced on The Commencement Date and shall continue unless terminated upon not less than 3 months notice from one party to the other

The Affiliate shall notify the Principal as soon as practicable if it proposes to enter into any similar agreement with any other similar provider of travel services in the UK. At any time within three months after receipt of such notice the Principal may terminate this Agreement upon one month’s notice.

Either party shall be entitled forthwith to terminate this Agreement by notice to the other if :

1. that other party commits any material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after the receipt of a notice from the non defaulting party giving full particulars of the breach and requiring it to be remedied;
2. that other party persistently breaches the provisions of this Agreement;
3. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on that other party under this Agreement);
6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
7. that other party ceases, or threatens to cease, to carry on business.

Upon any termination of this Agreement;

1. The Principal shall continue to provide the Services to all customers where a binding agreement for the provision of those Services is in existence;
2. The Affiliate shall not enter into any new agreements with the Principal’s customers and for a period of six months following the date of such termination shall re-direct any enquiries from the Principal’s customers in accordance with the Principal’s written instructions.
3. The Affiliate’s appointment shall terminate.
4. The Affiliate shall return to the Principal, all data, confidential information and all other materials of whatever nature generated by or in the possession of the Affiliate in connection with the operation of this Agreement.

 

Tax Reporting Requirement:

VAT registered UK Affiliates must provide us with their registration details for HMC&E purposes before the Principal will issue a cheque. United States Affiliates (individual/resident/corporation/business) must provide the Principal with a completed W-9 Federal Tax form before the Principal will issue a check to the Affiliate. Affiliates in other countries may also be asked to provide suitable evidence of legal trading status.

Confidentiality

Each party undertakes with the other that it will not, either during the continuance of this Agreement or within the period of five (5) years after its termination howsoever caused, disclose the terms of this Agreement to any third party or divulge to any third party or cause or knowingly permit any third party to become aware of any technical commercial financial or other information of a confidential nature relating to that other or any of its associated companies (as the case may be) (including without limitation, in the case of the Principal, any information relating to the Affiliate’s customers) or use any such information other than for the purposes of performing its obligations under this Agreement provided that this clause shall not restrict the disclosure or use of any information to the extent that:

1. such disclosure is required by law or any judicial or regulatory authority; or
2. such information is or becomes (otherwise than by reason of a breach of this undertaking) within the public domain; or
3. such information is received from a third party who discloses it without breaching any obligation of confidentiality.

Anti-SPAM Policy:

The Principal does not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. By agreeing to the terms and conditions of this agreement, the Affiliate also agrees to the following.

1. e-mails promoting Leisure Direction Travel shall not contain or include a falsified sender domain name or falsified IP address;
2. e-mails promoting the Leisure Direction Travel advertisements shall not be routed or relayed through servers that the sender does not have explicit authorization to use;
3. e-mails promoting the Leisure Direction Travel advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;
4. all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; This includes the Affiliate’s physical address.
5. no e-mails promoting Leisure Direction Travel shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;
6. all e-mails promoting Leisure Direction Travel will be sent to individuals who have given the Affiliate their “Affirmative Consent” as defined in Sec. 3.1 of the “CAN-SPAM Act of 2003” (viewable at GPOAccess.gov) which by its reference is incorporated into this document.
7. every e-mail promoting Leisure Direction Travel advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from the Affiliate
8. the Affiliate shall process any and all opt-out requests within 5 business days, or less of the request.
9. unless otherwise directed by Leisure Direction Travel in writing, the Affiliate shall not use Leisure Direction Travel, or it's represented advertisers names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Leisure Direction Travel identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by the Affiliate for the benefit of the Affiliates’ users.
10. the Affiliate agrees and affirms to comply with all the rules and regulations set forth in the “CAN-SPAM Act of 2003” as well as all obligations and provisions herein.

Intellectual Property:

Neither party shall itself, nor permit any third party to, make any use of the name or logo of the other party without that other party’s prior written consent, which that other party may at its sole discretion grant or withhold.

The Affiliate acknowledges and confirms that all intellectual property rights in all data gathered by the Affiliate in connection with the performance of its obligations hereunder (including, without limitation, all data gathered in its capacity as the Affiliate for the sale of the Services) and the provision of travel services to customers and in any reports and the contents thereof in whole or in part provided by the Principal to the Affiliate are the absolute property of the Principal. The Affiliate shall not be entitled to use any such data, reports or contents for any purpose whatsoever other than in connection with the proper performance of its obligations hereunder and in particular, but without limitation, shall not be entitled to use any such data for the purposes of marketing its own services or those of any third party without the written permission of the Principal.

Assignment:

The Affiliate may not assign, sub-contract or otherwise part with its rights or obligations under this Agreement without the prior written consent of the Principal which the Principal may in its absolute discretion withhold.

Spyware and other parasites:

Any affiliate suspected of a relationship,formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of MERCHANT and/or its partner sites) is subject to punitive actions by MERCHANT, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. MERCHANT encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by MERCHANT, be provided, MERCHANT reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.

Miscellaneous:

Headings in this Agreement are for convenience only and shall not affect its interpretation.

Each party acknowledges that, in entering this Agreement, it does not do so on the basis of, and does not rely on any representation, warranty or other provision except as expressly provided herein, and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

A person or other legal entity who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of any third party which exists or is available apart from that Act.

Unless expressly stated to the contrary all sums referred to in this Agreement are exclusive of VAT, and any other national or local taxes (at the rates applicable from time to time).

Failure by either party to enforce any of the terms and conditions contained in this Agreement shall not be construed as a waiver under this Agreement.

The invalidity, illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement.

Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotions. The effected party shall promptly notify the other party in writing of the cause and the likely duration of the cause.

Any notice or communication given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid recorded delivery or facsimile transmission addressed to the relevant party at the address specified at the head of this Agreement or to such other address as may be notified by that party to the other for such purpose. Any such notice or communication shall be deemed served if by hand when delivered, if by pre-paid recorded delivery, 48 hours from the date of posting and if by facsimile, at the time of transmission.

This Agreement contains the whole Agreement between the parties relating to the provision of the Services and supersedes all agreements between the parties relating to that subject matter.

Modification; The Principal may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Principal’s site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. If any modification is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement. The Affiliate’s continued participation in the program following the posting of a change notice or new Agreement on the Principal’s site will constitute binding acceptance of the change.

Independent Investigation:

The Affiliate acknowledges that the Affiliate has read this Agreement and agree to all its terms and conditions. The Affiliate understands that the Principal may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with the Affiliate web site. The Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

Applicable Law

This Agreement shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.

AS WITNESS

the hands of the duly authorised representatives of the parties hereunto on the day and year first before written

SIGNED by
the duly authorised representative
for and on behalf of
The Affiliate
in the presence of:

SIGNED by
the duly authorised representative
for and on behalf of
Leisure Direction Travel LIMITED
in the presence of:

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Leisure Direction Travel is a wholly owned subsidiary of The Travel Gateway Ltd