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 Internet services for the purpose of purchasing services by the users.
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 search elements (API, White Label) into the Agent's Internet resources;
- production of the Agent's mobile applications based on the Principal's SDK,
- legally sending linking e-mails,
- 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 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 pay remuneration for purchasing the services of advertisers, etc.
2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES
2.1. The principal is obligated to:
2.1.1. Ensure operability of the service search system installed on the Principal's websites, 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 sales of services made by customers as a result of such transitions.
2.1.4. To 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 travel search system necessary for the Agent to fulfill his duties. Consultations are provided by e-mail from 09-00 to 18-00 (Thailand time zone) 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. To attract the audience of its own Internet resources to use the Internet services by the methods specified in clause 1.2. of the Agreement.
2.2.2. When performing the actions specified in clause 2.2.2.1, place the code-identifier assigned to the Agent in the HTML code of Internet resources and/or mobile applications. 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 to encourage visitors to the Agent's websites to use the Principal's travel search service.
2.2.4. Immediately inform the Principal of all failures, inaccuracies and errors in the operation of the travel search system.
2.2.5. At the Principal's request, provide a report on the activities carried out to promote the travel search service.
2.2.6. Do not send e-mails or other communications to Internet users without their explicit consent.
2.2.7. Not to 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 to 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 searching for travel services for personal use by visitors to the Agents' websites, but for the purpose of artificially inflating the Agent's performance or reducing the performance of the Principal's website.
2.2.9. Don't use motivated traffic to promote for keywords in app stores.
2.2.10. Not to 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 travel search service.
2.2.11. Not to 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 the Principal may be 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 redeemed services on third-party websites participating in the Principal's service search system, resulting from transfers 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 Internet services via links containing the code-identifier assigned to the Agent shall be taken into account. Sales of travel services made from personal computers or mobile devices of users within 30 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. Sales of travel services made through mobile applications installed with an identifier code assigned to the Agent shall be counted for the life of the Application from the moment of its installation by the user. Only the first installation on the mobile device is taken into account.
3.3. The agency fee is made up of the following components.
3.3.1. The amount of the agency fee shall be calculated as a share of revenue from the sale of services received by the Principal from third-party organizations selling such services on the Principal's website:
— 10-20 (ten-twenty) % of the Principal's income;
3.3.2. Additional (bonus) remuneration paid at the discretion of the Principal from its income for advertising, provided that the users attracted by the Agent regularly purchase travel services.
3.3.3. If the Agent chooses the Yandex.Money service as a method of payment, the Agent confirms that it has familiarized itself with the terms and conditions of the Yandex.Money service (link to the terms and conditions of the Quick Payment service: https://money.yandex.ru/pay/doc.xml?offerid=default) and agrees that the Principal's monetary obligation to it shall be fulfilled by crediting the relevant amount to the Agent's electronic means of payment in the Yandex.Money payment service.
3.4. The Principal shall provide the Agent with information on the income received by the Principal from the Agent's websites 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.
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.
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.
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, and 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 calendar year from the date of acceptance. In case none of the parties not later than 30 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 REGULATIONS
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 change the terms and conditions of the contract.
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.
10. CREDENTIALS OF THE PRINCIPAL
Recipient's Name: BP Club Co.,Ltd.
Bank: Kasikorn
Address: Srisoonthorn Rd, Choeng Thale, Phuket 83110
Account number: 4861005017
SWIFT: KASITHBK
General director: Ms.Daranee Damteng
