ND Affiliate Marketing Partner Agreement
– Agreement –
between
Natural Destinations Africa (Pty) Ltd.
Teinert Street 2, Windhoek, NAMIBIA
(hereafter „Natural Destinations“)
and
the respective Natural Destinations-Partner (ND-Partner),
who registered as an Affiliate Marketing Partner through the Natural Destinations Partner Portal
(hereafter „ND Affiliate Marketing Partner“)
Preamble
Natural Destinations is an independent tour operator based in Windhoek, Namibia. The travel packages created by Natural Destinations primarily lead to destinations where untouched nature is one of the main travel incentives. These include destinations in southern and eastern Africa, the islands in the Indian Ocean and other worldwide destinations that will be offered by Natural Destinations over time.
The ND Affiliate Marketing Partner is willing to advertise the travel services offered by Natural Destinations to third parties and to win them as customers for Natural Destinations. This can be done in a number of ways. For example, by addressing them personally, linking to the Natural Destinations website from the context of their own website or intranet, or by sending personal invitations. In the event of success (i.e. if a paid travel contract is concluded), he/she will receive a commission for this.
In context of the above, the parties of this agreement agree to the following:
1. Subject of the agreement
1.1 The subject of this agreement is the occasional mediation of contract conclusions for the booking of travel services offered by Natural Destinations by the ND Affiliate Marketing Partner against payment of a success commission.
1.2 The ND Affiliate Marketing Partner will act for Natural Destinations as an occasional broker on a non-exclusive basis. He/she is not obliged to work for Natural Destinations and to actively advertise the travel services offered by Natural Destinations; any advertising or mediation activity is on a voluntary basis.
1.3 The ND Affiliate Marketing Partner's activity under this Agreement is limited to promoting travel services offered by Natural Destinations either by distribution via a static link (e.g. in an email newsletter or by inclusion on a website) or by sending personal invitations via the Service and/or via personal recommendations by assigning a personal ND partner code. Other than that, he/she is free to organize his/her activities.
1.4 In principle, the ND Affiliate Marketing Partner must personally carry out the tasks arising from this contract. He/she is entitled to use additional persons as vicarious agents/assistants to fulfil his obligation. The ND Affiliate Marketing Partner is solely responsible for selecting, instructing, monitoring and, in particular, overseeing these assistants. A separate consent from Natural Destinations is not required. The ND Affiliate Marketing Partner must ensure that the additional persons called in by him are restricted from using further additional persons without his/her knowledge and consent. The ND Affiliate Marketing Partner will regularly inform Natural Destinations whether and, if so, which additional persons he/she uses to fulfil his obligations resulting from this agreement.
1.5 Travel services are booked exclusively by Natural Destinations. The ND Affiliate Marketing Partner is not entitled to make bookings of travel services and declarations of intent on behalf of Natural Destinations or to act as a representative, agent or personnel consultant of Natural Destinations.
1.6 Natural Destinations reserves the right to reject referred customers if there are doubts about the creditworthiness or other legitimate reasons for rejecting the travel contract with the respective customer. Natural Destinations will inform the agent of the reasons for the refusal.
2. Compensation
2.1 For each paid travel contract between Natural Destinations and a new customer for the provision of travel services (binding travel booking) that came about through his/her mediation, the ND Affiliate Marketing Partner will receive a commission in accordance with Appendix 1 to this agreement in the currently valid version.
2.2 A commission is only owed if the contract was demonstrably concluded via an advertising medium used by the ND Affiliate Marketing Partner or due to the personal advertising efforts made by ND Affiliate Marketing Partner. Tracking takes place via a personal ND partner code generated by Natural Destinations, each with a specific validity.
2.3 The commission claim only arises if the mediated customer has paid Natural Destinations in full for booked travel services.
2.4 Within two weeks after the end of a calendar quarter, Natural Destinations will provide the ND Affiliate Marketing Partner with an overview of the transactions that have come about through his/her marketing activities in the quarter in question and the total commission earned in the quarter in question. The ND Affiliate Marketing Partner is obliged to check this overview within a period of 14 days.
2.5 The ND Affiliate Marketing Partner will invoice Natural Destinations upon receipt of the overview. Payment of the commission is made to the account specified by the ND Affiliate Marketing Partner no later than 30 calendar days after receipt of the invoice.
3. Responsibilities of the ND Affiliate Marketing Partner
3.1 The ND Affiliate Marketing Partner is obliged to always protect the interests of Natural Destinations and to exercise the duties and responsibilities incumbent on him/her with the diligence of a prudent businessperson. The same applies to the additional persons/ assistants used by the ND Affiliate Marketing Partner.
3.2 In the context of advertising the travel services offered by Natural Destinations, he/she undertakes to observe the legal regulations in the country in which Natural Destinations has its registered office (Namibia) and in the country in which the ND Affiliate Marketing Partner lives/works. In particular, he/she undertakes to refrain from the following:
3.3 The ND Affiliate Marketing Partner releases Natural Destinations from all third-party claims, insofar as these were caused by a breach of his/her duties and obligations as an intermediary and is obliged to compensate Natural Destinations for any resulting damage.
3.4 The ND Affiliate Marketing Partner is responsible for the taxation of his income.
4. Granting of Rights
4.1 Natural Destinations grants the ND Affiliate Marketing Partner the non-exclusive, non-transferrable, revocable right, for the purpose of the contractual brokerage activity, to use the brands, logos, trademarks and company names (hereinafter referred to as "trademarks") of Natural Destinations in connection with the mediation activity and the promotion of the travel services offered by Natural Destinations. No other rights are granted.
4.2 Natural Destinations is entitled to specify the right granted under 4.1 more precisely by means of usage rules and thus possibly also to restrict it. Natural Destinations is entitled to do this unilaterally and does not require the consent of the contractual partner. Natural Destinations undertakes to only set identical rules for all contractual partners. Natural Destinations can differentiate contractual partners into groups according to transparently defined criteria and specifically differentiate the usage rules for groups.
5. Duration of this agreement and termination
5.1 This agreement is concluded for an indefinite period. Both parties have the right to terminate the agreement at any time with one month's notice to the end of the month. The termination notice must be submitted in writing.
5.2 The right to extraordinary termination based on a justified cause remains unaffected. An important/justified reason exists in particular if the ND Affiliate Marketing Partner uses advertising media other than those contractually agreed or violates the obligations under Section 3.2 of this agreement.
6. Confidentiality
6.1 The parties will keep the content and details of this agreement confidential, in particular the details of compensation, and will not pass any such information on to third parties.
6.2 The ND Affiliate Marketing Partner may not use any business or sales secrets of Natural Destinations that he/she becomes aware of, either during or after the term of this agreement, or disclose them to third parties.
6.3 Business and trade secrets of the customer, which are entrusted to the ND Affiliate Marketing Partner or become known through his/her activity, must also be treated confidentially - even after the end of the contractual relationship.
7. Non-compete
7.1 The ND Affiliate Marketing Partner is not permitted to represent other entrepreneurs, companies, or business entities, which offer or sell travel services that are the same or similar to those of Natural Destinations. Furthermore, he/she is prohibited from participating directly or indirectly in the development, creation or sale of such travel services and from promoting or supporting such companies in any other way. Excluded from this are activities that have been coordinated with Natural Destinations and confirmed in writing and that benefit the overall business activities of Natural Destinations.
7.2 The ND Affiliate Marketing Partner is also prohibited from advertising in the media in which Natural Destinations is already advertising its products, goods or services. Excluded from this are activities and advertising measures that are coordinated with Natural Destinations and benefit Natural Destinations.
8. General provisions
8.1 All provisions of this agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. If any provision of this agreement is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties declare that it is their intention that this agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.
8.2 There are no verbal ancillary agreements to this agreement. Subsequent additions and changes are only effective if they are made in writing and signed by both parties. This also applies to the subsequent agreement on the cancellation of the written form requirement.
8.3 This agreement does not constitute a corporate relationship or an employment relationship.
8.4 This agreement and the provision of services offered by Natural Destinations shall be governed by and construed in accordance with Namibian law and any dispute arising out of this agreement and services offered by Natural Destinations shall exclusively be submitted to the competent courts in Windhoek, Namibia.
