These Partner Terms and Conditions ("Partner TCs") are entered into between Activity Linker LTD, located at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Activity Linker") and Partner and govern the use of the Partner Portal as described below. These Partner TCs shall enter into force upon registration in the Partner Portal. Partner and Activity Linker may be referred to individually as a "Party" or collectively as "Parties".
A) Activity Linker provides a service ("Service") through which customers can view and book various travel services including tours, attractions, and other touristic activities ("Activities"). Activity Linker provides the Service through various websites and mobile applications it owns and operates under the Activity Linker brand ("Platform"), and through the websites, apps, platform, tools or other devices of third parties.
B) The Partner owns, supervises, manages, and operates one or more website(s), social media channels, apps, tools and or other devices ("Partner Platform"), is a Travel Agency that books touristic activities for and on behalf of its customers or an individual writing, taking pictures or otherwise engaging in the world of travel ("Content Creator") engaging with their audience via their social channels ("Followers").
C) The Partner and Activity Linker wish to cooperate, advertise the Service to Followers or Partner customers by using Content, Partner Content and other means or make the Service available on the Partner Platform for the customers, visitors of the Partner Platform or the Travel Agency in accordance with the terms and conditions set out in this Partner TCs.
1.1. Any capitalised term used in these Partner TCs will have the meaning assigned to it upon its first use or as defined in Exhibit A.
1.2. The headings in these Partner TCs will not affect its interpretation. Except where the context requires otherwise the singular includes the plural and vice versa, a reference to one gender includes all genders, words denoting persons include firms and corporations.
2.1. Activity Linker will pay the Partner as set out in clause 6 and grant to the Partner a licence in accordance with clause 4.
2.2. All customer service related issues and questions in respect of the Service will be handled by Activity Linker. If Partner opts to and is granted by Activity Linker to access the Service via the API, Partner will be responsible for customer service requests that arise prior to the Partner transferring the customer's actual booking request to the Booking System. For the use of the API, separate terms and conditions apply.
2.3. If a booking is made by a Partner Customer or in the name and on behalf of a Partner Customer by a Travel Agency, Activity Linker and the Supplier shall be solely responsible for the transmission of the relevant booking details to the Partner Customer. Only Activity Linker and/or the Supplier shall (i) send the subsequent (email) confirmation to the Partner Customer, and (ii) handle the relationship with the Partner Customer through completion of the Activity.
3.1. General undertakings
3.1.1. The Partner shall display the Content on the Partner Platform in a manner consistent with these Partner TCs and shall not programmatically evaluate and extract information (including guest reviews) from any part of the Activity Linker website (e.g. screen scrape). The Partner will (i) ensure that the contents of the Partner Platform are accurate, (ii) keep the Partner Platform up-to-date and error-free, and (iii) immediately correct errors (if any) pointed out by Activity Linker.
3.1.2. The Partner shall not make bookings or reservations using the Platform or the Partner Platform for the purpose of reselling them.
3.1.3. The Partner shall not publish anywhere on the Partner Platform any statement that the Partner Platform is part of, endorsed by, or an official website of Activity Linker.
3.1.4. The Partner shall not directly or indirectly offer tours, attractions, and other touristic activities via the Partner Platform except through the Service. In case the Partner is a Content Creator, this applies only during ongoing campaigns.
3.1.5. The Partner agrees to remove or correct the Content or parts thereof stored by the Partner at any time upon Activity Linker's reasonable request, at Partner's own expense.
3.1.6. The Partner shall not exploit or use the Content for any purpose or in any manner, including through third party platforms, except as expressly allowed in these Partner TCs.
3.1.7. The Partner shall not in any way register, apply for, merchandise, sell, offer, solicit, (sub-)licence, provide, grant access, forward, publish or distribute domain names confusingly similar to Brand Elements. If the Partner infringes this obligation, it must transfer and register the corresponding domain name to Activity Linker upon Activity Linker's request.
3.1.8. The Partner ensures that, when presenting price comparisons on his website(s), service prices of competitors (direct or indirect) of Activity Linker will be displayed error-free, accurately and non-misleadingly.
3.1.9. The Partner shall not engage in any misleading, illegitimate or fraudulent activities (e.g. misleading Partner Platform in the appearance of official websites, cookie stuffing, cookie dropping) within the scope of these Partner TCs.
3.1.10. The Partner shall make best efforts not to compete against Activity Linker in advertising auction marketplaces. "Activity Linker" is a registered and protected trademark. Partner shall not advertise with the brand name/trademark "Activity Linker", in particular not in adword campaigns in search engines (such as but not limited to Google, Yahoo, Bing, Barve, Opera) or web catalogues. Partner shall not use the keyword "Activity Linker"/"AL" or keyword combinations (e.g. "Activity Linker and Activities", "Activity Linker tickets", "AL tickets", or similar) as well as any misspellings (e.g. "Activity linker", "Act linker", "ALinker", or similar) and any other registered trademarks of Activity Linker in any languages.
3.1.11. Partner commits to adding keywords related to the trademarks or brand names of all brands owned by Activity Linker, as well as combinations of such keywords with generic terms related to the services and products provided by Activity Linker, to its list of excluded keywords (negative list) for all campaigns. The exclusion of keywords as a precautionary measure to prevent unintended bidding on Activity Linker brands, trademarks, services and products should further consist as a foregoing process upon Activity Linker's request.
3.1.12. Driving traffic to the Platform from paid search and any other advertising on the Partner Platform not under the direct control or ownership of the Partner is prohibited.
3.1.13. In case Partner is a Content Creator, the Content Creator represents and warrants that:
(i) it is the owner of the Partner Content, or otherwise has the right to provide the Partner Content to Activity Linker and publish the Partner Content on the Channels (including use of music);
(ii) the Partner Content does not violate any applicable law or the intellectual property rights or privacy rights of any third party;
(iii) the Partner Content does not contain or reference inappropriate content (such as pornography, hate speech, or discriminatory content).
3.1.14. The Partner is not allowed to use the Content on websites that do not belong to the Partner and/or websites that contain inappropriate or unlawful content of any sort. This includes advertising banners. If the Partner implements the Content on Partner Platform, it may place links on its personal social media pages (such as Facebook, Instagram and YouTube). The Partner hereby represents and warrants to Activity Linker that for the term of these Partner TCs:
(i.) The Partner has all necessary rights, title to, power and authority to own, operate and use the Partner Platform (including the relevant domain name(s)) and to include the link, the micro site or the connection (as applicable) on the Partner Platform;
(ii.) The Partner Platform shall not (a) violate spamming regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene;
(iii.) The Partner holds and has complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business and will provide upon request any documentation Activity Linker may need to fulfill legal requirements, and
(iv.) The Partner is an independent contractor for all purposes and will be responsible and liable for its own taxes, social contributions and all other tax related matters. The Partner is obliged to submit complete and accurate information about its identity and contact information and keep this information up to date. Partners established in UK are obliged to submit their VAT IDs.
3.1.15. The Partner agrees and acknowledges that if it breaches any obligation in this clause 3.1, Activity Linker may in its sole discretion (i) terminate these Partner TCs pursuant to Clause 7.3, (ii) withhold any payments due to Partner pursuant to these Partner TCs, without the accrual of interest, or (iii) seek any other legal or equitable remedy available to it.
3.1.16. Clause 3.1.13 (ii) also applies in case of uncertainty about the identity and contact information about the Partner until the uncertainty is resolved. The Partner is liable to Activity Linker for any financial losses that Activity Linker might incur as a consequence of inaccurate or incomplete information submitted by the Partner and entitled to withhold payments to the Partner in compensation.
3.2. Relation to Suppliers. The Partner agrees not to take, or omit to take, any action with the intention of interfering with Activity Linker's relationship with the Suppliers by performing activities that may cause Activity Linker to be excluded from the process of booking or cause a Supplier to terminate its relationship with Activity Linker or reduce its business with Activity Linker. The Partner may not use contact information received by Activity Linker to contact or to communicate directly with Suppliers for any purpose.
3.3. Relation to Customers. The Partner acknowledges that all payment transactions in relation to the Service are carried through Activity Linker's payment providers, selected by Activity Linker at its sole discretion. The Partner will forward any data (through the appropriate API, if applicable) relating to reservations and bookings including payment information obtained from a Partner Customer to Activity Linker. The Partner may only use such data in accordance with the applicable laws and may not use it in any way not permitted by these Partner TCs.
4.1. Data License for the use of API. If Partner has chosen and was granted by Activity Linker to access the Service via API, clause 4.1 is applicable.
4.1.1. Subject to the Partner's full compliance with its obligations under these Partner TCs, Activity Linker hereby grants Partner for the term of the Agreement a non-exclusive, non-transferable and non-sublicensable right to access, store and display the Content on the Partner Platform, as provided by Activity Linker. The Partner is only allowed to download Content after prior written approval from Activity Linker.
4.1.2. The Partner shall use the Content only in accordance with these Partner TCs and shall not use the Content in any way or for any purpose that is not expressly permitted by these Partner TCs. In particular, the Partner must not, and the Partner must not allow its customers, visitors or any other third party, to, in any way:
(i) incorporate Content as the primary content of the Partner Platform;
(ii) copy, store, cache, syndicate, republish, or create a database of Content, in whole or in part, directly or indirectly, except as required for Partner to perform its obligations under the Agreement;
(iii) transfer, sell, lease, lend or otherwise grant or attempt to grant rights in or access to the Content to any third party;
(iv) edit, modify, filter, change the order of, suppress, or replace any part of the Content, including by intermixing data from sources other than Activity Linker, except as otherwise agreed by the Parties in writing;
(v) remove any copyright, trademark or other proprietary rights notices contained in the Content;
(vi) display Content to any third party other than its customers and visitors;
(vii) use any Content (including user ratings) to advertise its own services or that of a third party without the prior written consent of Activity Linker;
take any action relating to the Content on behalf of any of its customers and visitors, including making or causing Activity Linker to make reservations or bookings, without that customer's permission;
(viii) restrict or interfere with the use of the Service by Activity Linker's other partners;
(ix) use the Content or the Service for purposes of monitoring the availability, performance, or functionality of any of Activity Linker's products and services, or for any other benchmarking purposes;
(xi) where Content is accessed through an account with Activity Linker, create (a) serial accounts for disruptive or abusive purposes or (b) accounts with third party names;
(xii) use robots, spiders, crawlers, or any other device to retrieve or index any Content for any unauthorized purpose; or
(xiii) transmit any viruses, worms, harmful code, or any other item of a destructive nature.
4.1.3. Unless otherwise agreed in writing by Activity Linker, Partner may not (i) sublicense the rights granted hereunder, (ii) allow any third party to access the Service, either by link or API. The Partner shall not sell, disclose, or distribute the Content to any third party for price/availability purpose or otherwise or any search engine or similar.
4.2. Brand Elements
4.2.1. Activity Linker hereby grants Partner for the term of the Agreement a non-exclusive, non-transferable and non-sublicensable right to display the Brand Elements as provided by Activity Linker solely on the Partner Platform and provided that the Partner does not:
(i) display the Brand Elements in any way that (a) implies a relationship or affiliation with, sponsorship, or endorsement by Activity Linker other than according to these Partner TCs; (b) can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of Activity Linker; or (c) disparages Activity Linker, any of its products or services, the Suppliers, or customers;
(ii) have a Brand Element as the largest or most prominent logo anywhere on the Partner Platform;
(iii) display a Brand Element in a manner that is misleading, defamatory, or infringing; or
(iv) remove, distort, or alter any element of a Brand Element.
4.2.2. In the event of a violation of clause 4.2.1, the Partner shall promptly comply at its own cost with any request from Activity Linker to make changes or alterations to any aspect or element of the Partner Platform.
4.3. In no event shall Activity Linker be liable for any acts or omissions regarding Content that its Suppliers have uploaded on the Platform. This applies in particular to any possible IP-rights infringements of Suppliers.
4.4. The Partner will own and retain all right, title, and interest in and to the Partner Content, subject to the license granted to Activity Linker in this paragraph. Activity Linker will own and retain all right, title, and interest in and to all derivative works of the Partner Content made by us, or by any third party for our benefit subject to your rights in the underlying Partner Content. Partner hereby grants to Activity Linker a non-exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Partner Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Partner agrees that this license gives Activity Linker the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Partner Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Partner Content, including any derivative works of the Partner Content, in whole or in part.
5.1. The Parties agree to cooperate with each other in a timely manner in order to maximize the success of the business relationship.
5.2. The Partner shall not do anything that may bring Activity Linker or its Affiliates into disrepute or may damage, defame, or otherwise have a detrimental effect on Activity Linker or its Affiliates. The Partner shall ensure that the look and feel of the Partner Platform, including the color scheme, composition, typefaces, design, layout, logos, features, and elements, are and remain sufficiently and substantially distinct from the look and feel of the Platform.
5.3. The Partner shall promptly comply at its cost with any reasonable request from Activity Linker to make changes or alterations to any aspect or element of the Partner Platform that is or could be regarded as confusingly or significantly like any element of the Platform.
5.4. The Parties agree to perform the promotion and marketing activities with following restrictions:
5.4.1. No double serving or cloaking. The Partner Platform shall not be (directly or indirectly) linked to the Platform due to double serving or any similar technique or method. The Partner shall not (directly or indirectly) make the Partner Platform, the Content, or the Service available to third party platforms with the intention or purpose of misleading or deceiving human editors, search engine spiders, web-crawlers, or meta search engines (including similar tools or engines) of third party platforms in order to give the Partner Platform a higher ranking or display position within the third party platform that it would have otherwise achieved absent such technique or method.
5.4.2. The Partner agrees not to specifically target the Activity Linker brand directly through keyword purchases that use Activity Linker's intellectual property rights. Unless otherwise agreed in writing with Activity Linker the Partner is not authorized (directly or indirectly) to purchase, acquire, use, employ or integrate terms or keywords (including variations and misspellings) that are identical or strikingly similar to those used by Activity Linker or related internet-domain names (for example Activity Linker.com (independent of (country-code) Top-Level-Domain)) in association with advertising tactics through paid search entries or other forms of online-advertising on platforms of third parties.
5.4.3. The Partner agrees to only advertise or promote the Service in accordance with the terms and conditions set forth in these Partner TCs. All advertisement or promotion not explicitly allowed by the terms and conditions set forth in the Agreement requires Activity Linker's prior written consent. Partner is especially not entitled to use any physical advertising material (including flyers, posters, posts in magazines and similar material) without Activity Linkers prior written consent.
6.1. Commissions: Partner acknowledges and agrees that it shall not receive any commissions from Activity Linker for bookings made through the Activity Linker platform.
6.2. Responsibility for Collection: Partner acknowledges that the collection of payments for bookings made by customers through the Activity Linker platform shall be the sole responsibility of Partner. Activity Linker shall not be liable for any issues arising from the collection process or any disputes related to payments.
6.3. Net Rates: Partner shall receive net rates for bookings made through the Activity Linker platform. Net rates shall be defined as the total amount paid by customers minus any applicable taxes, fees, or surcharges.
6.4. Payment at the Time of Booking: Partner shall be responsible for making payment to Activity Linker at the time of booking for each reservation made through the Activity Linker platform. Failure to make payment at the time of booking may result in the cancellation of the reservation.
7.1. These Partner TCs shall apply from the moment Partner creates the account in accordance with these Partner TCs.
7.2. Either Party may terminate these Partner TCs at any time and for any reason upon thirty (30) days prior notice to the other Party.
7.3. These Partner TCs shall terminate immediately and automatically in the event of:
7.3.1. The appointment of a receiver or trustee for the benefit of creditors of either Party, or if either Party shall be declared bankrupt or insolvent or shall be subject to any proceedings under the laws relating to bankruptcy, insolvency or the relief of debtors.
7.3.2. The loss by either Party of any necessary government licenses, permits or approvals enabling the Parties to fulfil their obligations under these Partner TCs.
7.3.3. Breach by either Party of any substantive term of these Partner TCs as follows: (i) if the breach is not capable of being remedied, upon notice by the non-breaching Party of such breach, or (ii) if the breach is capable of being remedied, ten (10) days after notice by the non-breaching Party, if the breaching Party fails to remedy such breach during this ten (10) day period.
7.3.4. Activity Linker believes that the Partner violates clause 3.1.9, upon notice by Activity Linker, if the Partner fails to dispel the suspicion within two days. The decision as to whether the suspicion has been dispelled is at the sole discretion of Activity Linker.
7.4. If Partner directly or indirectly breaches any covenant, undertaking, restriction, obligation, or warranty in clause 3, Activity Linker may, in addition to the other remedies set forth in these Partner TCs or available under law:
(a) suspend its payment obligations under these Partner TCs with immediate effect; or
(b) retain all Partner Commissions that would have been due to Partner during the period that the Partner is in breach of clause 3 or has not remedied its breach as set out in clause 7.3.3 in full.
7.5. After termination, Activity Linker will pay Partner any outstanding Partner Commission in accordance with the terms of these Partner TCs. If the Agreement has been terminated according to 7.3.4, the Partner is not entitled to any payment.
7.6. Upon any termination of these Partner TCs, Partner must immediately either, as directed by Activity Linker, (i) return or deliver to Activity Linker all documentation and other material, including all copies thereof, in Partner's possession or under its control which contain Confidential Information of Activity Linker, or (ii) destroy all such documentation and other material and confirm in writing to Activity Linker that the destruction has taken place.
7.7. Upon termination of the Agreement for any reason, all rights granted herein terminate, and the Partner must immediately remove from the Partner Platform and delete all Content, Brand Elements, software, documentation, and other materials received from Activity Linker.
7.8. The provisions of these Partner TCs which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination or cancellation of these Partner TCs
8.1. Each Party:
(i) must keep secret and confidential all Confidential Information disclosed to it; and
(ii) must not disclose the Confidential Information (other than to its Affiliates, employees, consultants, subcontractors, agents, professional advisers or insurers and their employees, consultants, subcontractors, agents, professional advisers or insurers and any of its or its Affiliates’ financiers or potential financiers (the "Authorized Recipients") on a "need to know" basis) except with the prior written consent of the Party whose Confidential Information is being disclosed. Disclosure to any Authorized Recipient will be subject to the Authorized Recipient being bound by obligations equivalent to those set out in this clause 8. The person disclosing Confidential Information to an Authorized Recipient must ensure that such Authorized Recipient complies with such obligations.
8.2. The obligations of confidentiality in this clause will not apply to any information that either Party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Partner TCs; or
(b) was in its own written records prior to the disclosure to it of the confidential Information; or
(c) was independently disclosed to it by a third party entitled to disclose the same.
8.3. The obligations of confidentiality in this clause will not prevent either Partner or Activity Linker from disclosing such Confidential Information where it is required to do so under any applicable law or the rules of any recognized stock exchange or by order of a court or governmental body of authority of competent jurisdiction or a mandatory requirement of any regulatory authority.
8.4. Each Party must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of any Confidential Information in its possession and to prevent unauthorized access to or use of such Confidential Information. Neither Party may use Confidential Information or reproduce such Confidential Information in whole or in part in any form except as may be required by these Partner TCs.
8.5. Personal Data shall be defined as per the EU General Data Protection Regulation ("GDPR") or any equivalent data protection law or any personal data to be processed under these Partner TCs ("Data Protection Legislation"). Under these Partner TCs, Personal Data may be transferred by Partner to Activity Linker, or Partner may assist in a transfer of Personal Data by a Partner Customer to Activity Linker, in particular where a booking is made through the API or if Partner is a travel-agency making a booking for and on behalf of a Partner Customer. In case of a booking through a link, anonymous or pseudonymous information such as cookie IDs or Activity Linker Partner IDs, may be provided to Activity Linker. The Parties agree that, with regard to such Personal Data (including pseudonymous data) and such transfer, both Parties are independent data controllers and are not data processors or joint controllers within the meaning of the GDPR. In the event that either Party processes any Personal Data contained in the Confidential Information of, or that is otherwise supplied by, the other Party or its Affiliates, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:
(a) process Personal Data only for the purposes of providing the services under these Partner TCs;
(b) process Personal Data only in accordance with the Data Protection Legislation; and
(c) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.
All Intellectual Property Rights in the Platform and Brand Elements are the property of Activity Linker or Activity Linker Affiliates. Upon conclusion of these Partner TCs, Activity Linker and Activity Linker Affiliates do not abandon, but explicitly reserve their right of intellectual property, against the Partner or a third party, warranted by a law, a contract, or otherwise (now or in the future).
10.1. Activity Linker shall be liable to Partner solely for (i) any damage to Partner due to Activity Linker's willful or grossly negligent act, (ii) any damage to Partner's life, body, or health due to Activity Linker's simple negligence, and (iii) any damages to Partner due to Activity Linker's breach of its material obligation under the Agreement. In case of Activity Linker's breach of its material obligation due to simple negligence, Activity Linker's liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term "material obligation" is any obligation whose fulfilment is essential for Activity Linker's proper performance of this Agreement and on whose compliance Partner may regularly rely. Any further liability for damages is excluded.
10.2. Without limiting the foregoing, Activity Linker shall not be liable for damages which occur due to interruptions or restrictions of the operation of the Activity Linker Platform due to necessary maintenance work, force majeure, or other events for which Activity Linker is not responsible. Activity Linker shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken.
10.3. Activity Linker makes no express or implied warranties or representations of any kind with respect to the Service, the Booking System, the Platform, the Partner Portal, the Content or other items offered by Activity Linker.
The Content Creator, at its own expense, will indemnify, defend and hold harmless Activity Linker, and its Affiliates and their employees, representatives and agents, against any claim, suit, action, or other proceeding brought against Activity Linker or an Affiliate based on or arising from a claim that the Partner Content infringes any intellectual property right of any third party; contains any material that is obscene, defamatory, libelous, or slanderous; violates any person's right of publicity, privacy or personality; lacks required labelling or disclosures; or has otherwise resulted in any tort, injury, damage or harm to any person.
During the term of the Agreement and for a period of one year from the termination Partner shall refrain, and shall procure that Partner's Affiliates refrain, from:
(a) influencing Suppliers or other third party maintaining a contractual or other business relationship with Activity Linker or any of its Affiliates to terminate or discontinue such relationship or to reduce the volume of goods or services provided thereunder; or
(b) soliciting or attempting to solicit the service or employment of any current or future employee of Activity Linker or its Affiliates.
The cooperation based on these Partner TCs is non-exclusive for Activity Linker. Nothing in the Agreement shall prevent Activity Linker from working with, participating in, or offering any partnership to third parties.
14.1. Amendments or additions to these Partner TCs must be made in writing.
14.2. Should any provision of these Partner TCs be or become void or invalid, this shall not affect the validity of the remaining provisions. The Parties shall in such an event cooperate in the creation of terms that achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.
14.2. The Partner may not assign or subcontract its rights or duties under these Partner TCs, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Activity Linker.
14.3. Activity Linker may assign and transfer its rights and obligations in connection with these Partner TCs to Activity Linker's Affiliates.
14.4. Activity Linker may change the Service or the general terms and conditions of these Partner TCs. In the event of a change to the general terms and conditions, Activity Linker will notify the Partner of the changes to the general terms and conditions in textform (e.g. by e-mail). The changes shall become effective vis-Ã -vis the Partner and the contractual relationship shall be continued under the changed conditions if the Partner does not object to these changes within four (4) weeks after receipt of the notification of change by written notification to Activity Linker. The timely dispatch of the objection to Activity Linker shall suffice to comply with this deadline. In the event of objection, both parties shall have the right to terminate the contract without notice. Activity Linker will specifically draw the Partner's attention to the aforementioned consequence of a failure to object in the written notification of change.
14.5. These Partner TCs as well as any claims out of or in connection with these Partner TCs shall be governed by and construed in accordance with the provisions of UK Law under exclusion of its conflict of law rules. The exclusive legal venue for any disputes arising from or in connection with these Partner TCs shall be the courts for Activity Linker's registered office. Activity Linker may also sue the Partner at the competent courts for the Partner's registered office.
"Activity" or "Activities" has the meaning as set out in the Background section.
"API" means Application Interface Protocol that connects the Platform with the Partner platform, as made available by Activity Linker.
"Authorised Recipients" has the meaning as set out in clause 8.1.
"Booking System" means the booking system used by Activity Linker in connection with the Service.
"Brand Elements" means the trademarks, service marks, logos, and other distinctive brand features of Activity Linker.
"Completed Booking" means a booking request by a Partner customer which has resulted in the actual provision of services by the Supplier, as confirmed to Activity Linker by the Supplier.
"Confidential Information" means the terms of these Partner TCs and secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to either Partner or Activity Linker (including the same categories of information relating to each Party's Affiliates) and its customers and connected to the subject matter of these Partner TCs, in any form or medium whether disclosed orally or in writing before or after the effective date, together with any reproductions of such information in any form or any part of this information.
"Content" means all (descriptive) information of Activities available on the Activity Linker website including but not limited to activity information and descriptions, posted price, guest reviews, meta data, details of facilities and (cancellation/no show) policies and general terms of the activities (including any translations thereof) and photos, video, pictures (including any updates, modifications, replacements, additions or amendments).
"Customer Fee" The fee actually paid by a Partner Customer (less any fees repaid to the Partner Customer) for a Completed Booking.
"Data Protection Legislation" shall be defined as set out in clause 8.5.
"Activity Linker Data" means the Intellectual Property Rights of Activity Linker and the Content as provided to the Partner under these Partner TCs and such other information from time to time owned or used by Activity Linker or embodied or included in Platform or made available by Activity Linker to the Partner (e.g. rates and availability).
"Activity Linker Partner ID" means an identification code used by Activity Linker to associate customers with Activity Linker partners.
"Intellectual Property Rights" means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g. .com, .de, .fr, .qa) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property rights subsisting in any territory or jurisdiction in the world.
"Partner Booking Portal" is a solution offered via the Partner API which enables our travel agent partners to book our experiences for their own customers directly from the partner portal rather than the marketplace.
"Partner Content" means content like videos, images, photographs, reels created by the Partner for the purpose of this Agreement.
"Partner Customer" means either (i) if the Partner accesses the Service via a widget or links to the Platform, a customer who is identified by a tracking URL that contains Partner-specific query parameters, i.e. the Partner's Activity Linker Partner ID, or (ii) if the Partner accesses the Service via API, a customer who makes a booking for an Activity using the Partner's Service (e.g. website or app) which implements Activity Linker's Public Partner API; or (iii) if the Partner is a Travel Agency, the customer for whom or on whose behalf the Travel Agency makes a booking through Activity Linker's Booking Portal.
"Partner Platform" has the meaning as set out in the Background section.
"Partner Portal" is a platform provided by Activity Linker where Partners register, create affiliate links, enter their account details like payment data, company address and have the option to accept special opportunities.
"Personal Data" shall be defined as per the EU General Data Protection Regulation 2016/679 ("GDPR") as set out in clause 8.5.
"Platform" has the meaning as set out in the Background section.
"Service" has the meaning as set out in the Background section.
"Supplier" means a supplier who makes Activities available for bookings through the Service.
"Travel Agency" has the meaning as set out in the Background section.
