PREAMBLE
This document is a formal written public offer by BP Club Co.,Ltd. (BP Club Company Limited), a limited liability company registered in the Kingdom of Thailand under the number 0835553009955, hereinafter referred to as the "Principal", to enter into a Customer Referral Services Agreement (hereinafter referred to as the "Agreement").
The person who accepts the offer shall be deemed to be an "Agent" who has entered into a contractual relationship with the Principal on the terms and conditions set out below. The Agent and the Principal shall be referred to individually as a "Party" and collectively as the "Parties" to the agency agreement. The contract shall be deemed to have been concluded from the moment of acceptance.
The fact of making a special mark (check mark in the line "I accept the Terms of participation in the affiliate program.") and clicking the button "Registration" during registration on the page of the Principal's website is recognized by the Parties as an acceptance, i.e. the Agent's consent to enter into an agency agreement with the Principal on the terms and conditions of this offer.
At the moment of acceptance, the Contract is assigned a number and date.
1. SUBJECT OF CONTRACT
1.1. The Principal shall entrust and the Agent shall undertake the obligation on its own behalf and at the expense of the Principal to attract customers to use the Principal's Internet services for the purpose of purchasing car rental services.
1.2. Customer acquisition can be carried out by:
— placing hypertext links or other materials provided by the Principal on the Agent's Internet resources;
— integration of the Principal's booking form or search elements (API, White Label) into the Agent's Internet resources;
— legally sending e-mails containing links to the Principal's website;
— attracting referrals;
— by other means additionally agreed upon by the Parties.
1.3. For the Agent's performance of the actions specified in section 1.1 resulting in the acquisition of car rental services by the users engaged by the Agent, the Principal shall pay remuneration to the Agent according to the rules contained in section 3 of the Agreement.
1.4. By additional agreement between the Parties, the Agent may perform actions aimed at attracting the audience to the websites of third parties and receive remuneration for the purchase of services by such users.
2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES
2.1. The Principal is obligated to:
2.1.1. Ensure operability of the car rental booking system installed on the Principal's websites and inform the Agent of possible changes in the operation of the system.
2.1.2. Register the Agent as a partner on the Principal's website and assign an individual identifier code.
2.1.3. Organize accounting of customer transitions from the Agent's websites to the Principal's website, and keep control over actual bookings of car rental services made by customers as a result of such transitions.
2.1.4. Pay the Agent's remuneration in the order and amount established in accordance with Section 3 of this Agreement.
2.1.5. Provide consultations on the operation of the booking system necessary for the Agent to fulfill its duties. Consultations are provided by e-mail from 09:00 to 18:00 (Thailand time zone, ICT/GMT+7) on working days.
2.1.6. Require the Agent to cease any actions that mislead the user about the nature of the Principal's website and its properties.
2.1.7. Refuse to fulfill the agreement without payment of the remuneration due to the Agent if the latter violates clauses 2.2.6–2.2.12 of this agreement.
2.2. The Agent is obligated to:
2.2.1. Attract the audience of its own Internet resources to use the Principal's car rental booking services by the methods specified in clause 1.2 of the Agreement.
2.2.2. When performing the actions specified in clause 2.2.1, place the code-identifier assigned to the Agent in the HTML code of Internet resources. In case of failure to comply with this rule, accounting under clause 2.1.3 shall not be performed, and no remuneration shall be paid to the Agent.
2.2.3. By any available legal means encourage visitors to the Agent's websites to use the Principal's car rental booking service.
2.2.4. Immediately inform the Principal of all failures, inaccuracies and errors in the operation of the booking system.
2.2.5. At the Principal's request, provide a report on the activities carried out to promote the car rental booking service.
2.2.6. Not send e-mails or other communications to Internet users without their explicit consent (spam is strictly prohibited).
2.2.7. Not place links to the Principal's website and other promotional materials on websites not belonging to the Agent without the consent of the owners of such websites.
2.2.8. Not create parasitic load on the Principal's website. Parasitic load shall be understood to mean transitions to the Principal's website made not for the purpose of booking car rental services for personal use by visitors to the Agent's websites, but for the purpose of artificially inflating the Agent's performance or reducing the performance of the Principal's website.
2.2.9. Not use motivated traffic to promote for keywords in app stores.
2.2.10. Not use for the promotion of the Principal's services domains with names similar to the names of the Principal's websites, as well as the names of websites presented in the Principal's car rental service.
2.2.11. Not use the Principal's trademark, logo, brand and/or domain name for advertising campaigns in contextual advertising systems. For the purposes of this agreement, brand shall be understood to mean any spelling of Sabai Motors trademarks (Sabai Motors and other consonant spellings).
2.2.12. Refrain from committing actions prohibited by law, as well as any actions that may damage the Principal's business reputation and/or result in the Principal being involved in legal proceedings, including, but not limited to, disputes over rights to intellectual property and/or means of individualization, disputes with consumers, disputes with governmental authorities regarding the Agent's taxation, as well as the need for the Agent to obtain permits for the performance of the Agent's activities.
3. AGENT'S REMUNERATION. SETTLEMENTS UNDER THE AGREEMENT
3.1. The Agent's remuneration for customer acquisition shall be paid by the Principal for actually booked and completed car rental services resulting from transitions from the Agent's websites to the Principal's website.
3.2. For the purpose of calculating the Agent's remuneration, all transitions made to the Principal's services via links containing the code-identifier assigned to the Agent shall be taken into account. Bookings of car rental services made from personal computers or mobile devices of users within :cookie_lifetime days from the moment of the first client's access to the Principal's website shall be taken into account. Customer accounting is based on cookies installed in users' browsers.
3.3. The Agent's remuneration is calculated as follows:
3.3.1. The amount of the agency fee shall be calculated as 20% (percent) of the Principal's commission income from the car rental booking made as a result of the Agent's referral.
3.3.2. Additional (bonus) remuneration may be paid at the discretion of the Principal, provided that the users attracted by the Agent regularly book car rental services.
3.4. The Principal shall provide the Agent with information on the income received by the Principal from the Agent's referrals in real time in the Agent's personal account on the Principal's website.
3.5. Payment of remuneration to the Agent shall be made monthly in the first days of the new month for the previous month by transferring funds to the Agent's payment details specified in the personal account.
3.6. If the amount of the agency fee for the reporting month is less than the minimum amount (the minimum payment amount is specified on the Principal's website), the Principal shall be entitled to make payment in the period when the accumulated amount of the agency fee exceeds the minimum amount, but at least once a year on the last calendar day of the year.
3.7. Available payment methods: bank transfer, bank card, PayPal, or other electronic payment systems as specified in the Agent's personal account.
4. SPECIFIC CONDITIONS
4.1. The Parties shall recognize the authentication of the Agent's expression of will by performing the actions specified in the last paragraph of the preamble of the Agreement, as well as the use of a unique login and password for access to the Agent's personal account on the Principal's website, through which certain legally significant actions may be performed in the framework of the Contract execution, as an analogue of the handwritten signature of the person authorized to conclude and execute the Contract on behalf of the Agent.
4.2. Upon the Principal's request, the Agent shall, within 5 working days at the latest, sign and send to the Principal a hard copy of the documents mediating the execution of this Agreement.
4.3. The Agent undertakes to timely notify the Principal of any changes in the Agent's details and the person authorized to execute the Contract on its behalf.
4.4. If it is discovered that the Agent has provided false information during the registration procedure or during the performance of the Contract, the Principal shall have the right, at its option, to demand the provision of proper documents certifying the Agent's information and/or to refuse to perform the Contract without payment of remuneration to the Agent.
4.5. The Agent shall keep confidential any proprietary or non-public information obtained in connection with this Agreement and shall not disclose it to third parties without the prior written consent of the Principal.
5. LIABILITY OF THE PARTIES
5.1. In case of non-fulfillment or improper fulfillment of obligations, the Parties shall be liable in accordance with the procedure established by the applicable laws of the Kingdom of Thailand.
5.2. In accordance with the applicable laws of the Kingdom of Thailand and international regulations, from the moment of registration and transfer of the vehicle to the customer, the vehicle owner company is responsible to the customer for the performance of services.
5.3. The Principal shall not be liable for the Agent's tax obligations. The Agent is solely responsible for reporting and paying any taxes due in the Agent's jurisdiction in connection with the remuneration received under this Agreement.
6. FORCE MAJEURE CIRCUMSTANCES
6.1. The Parties shall be released from liability for non-fulfillment or improper fulfillment of obligations under the contract, if it was a consequence of force majeure circumstances, and if these circumstances directly affected the fulfillment of obligations under this Contract. The term of fulfillment of obligations under the contract shall be postponed in proportion to the time during which such circumstances were in force.
6.2. The Party for which it has become impossible to fulfill its obligations under the contract is obliged to notify the other Party of the occurrence of such circumstances in writing within three working days from the date of their occurrence.
7. DISPUTE RESOLUTION PROCEDURE
7.1. All disputes under this Agreement shall be settled by negotiations.
7.2. If the dispute cannot be settled by negotiation, the dispute shall be settled by the International Arbitration Center of the Kingdom of Thailand.
8. TERM OF AGREEMENT
8.1. The present contract shall come into force from the moment of its acceptance by the Agent and shall be valid for 1 (one) calendar year from the date of acceptance. In case none of the Parties not later than 30 (thirty) days prior to the expiration of this agreement declares its intention to terminate the agreement, the agreement shall be automatically prolonged for each subsequent calendar year.
8.2. The Principal shall have the right to withdraw from this Agreement at any time without prior notice to the Agent, paying to the latter the remuneration due at the time of withdrawal.
9. FINAL PROVISIONS
9.1. Neither of the Parties to this Agreement may in any way transfer its rights and obligations under this Agreement to third parties without the prior written consent of the other Party.
9.2. The Principal shall be entitled to unilaterally amend the terms and conditions of the contract by publishing the updated version on the Principal's website. The Agent shall be deemed to have accepted the amendments if the Agent continues to participate in the affiliate program after the amendments have been published.
9.3. Correspondence between the Parties, as well as the exchange of information and notices, shall be by e-mail at the addresses specified in this contract.
9.4. In all matters not regulated by this Agreement, the Parties shall be governed by the applicable laws of the Kingdom of Thailand.
9.5. The Principal: BP Club Co.,Ltd. (registration number 0835553009955), Kingdom of Thailand.
SWIFT: KASITHBK
General director: Ms.Daranee Damteng
