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This document is an official written public offer of Renot Software OU, a limited liability company registered in Estonia under No. 12352497 with its registered address at 12915 Estonia, Tallinn, Kadaka Tee 137-65, hereinafter referred to as “Principal”, to enter into the agreement for the provision of customer referral services (hereinafter “Agreement”).
The person that accepts the offer shall be deemed as the “Agent” that has entered into a contractual relationship with the Principal under the terms and conditions set out below.
The Agent and the Principal shall be referred to separately as “Party” and collectively as “Parties” to the Agency Agreement. The Agreement shall be deemed to have been made from the time of acceptance.
The fact of pressing the “Sign up” button during registration on the Principal’s website page shall be deemed by the Parties as an acceptance, i.e. Agent’s agreement to enter into an Agency Agreement with the Principal on the terms and conditions of this offer.
A unique number is assigned to the Agreement at the time of acceptance.
1.1. The Principal entrusts and the Agent undertakes, in its own name and at the expense of the Principal, to refer customers to the Principal’s online travel search and booking service. The travel search and booking service shall mean Principal’s websites and mobile apps.
1.2. Customer shall be referred through the use of hypertext links or parts of the Principal’s website or other content provided by the Principal on the Agent’s websites, or by legally sending links by email.
2.1. Principal’s obligations:
2.1.1. Ensure the working order of the travel search and booking 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 identification code.
2.1.3. Arrange for the tracking of customer clicks on links from the Agent’s websites to the Principal’s website and monitor the actual sales of services to the customers as a result of such clicks.
2.1.4. Pay the agency fee in the manner and amount established in accordance with section 3 hereof.
2.1.5. Provide by email during the Principal’s working hours advice on the operation of the travel search and booking system required for the performance of the Agent’s duties.
2.1.6. Demand that the Agent cease any action misleading the user as to the nature of the Principal’s website and its properties.
2.1.7. Withdraw from the Agreement without paying the due fee to the Agent if the latter violates clauses 2.2.6. to 2.2.10. hereof.
2.1.8. The Principal shall have the right to unilaterally change the terms and conditions hereof with mandatory notification of the Agent by email at least one month before the changes take effect.
2.1.9. The Principal shall have the right to unilaterally terminate the Agreement with the Agent without giving a reason, with mandatory notification to the Agent by email and payment of the due fee according to the established payment procedure.
2.2. Agent’s obligations:
2.2.1. Post on its websites the hypertext links, parts of the Principal’s website or other content provided by the Principal that direct customers to the Principal’s travel search and booking service.
2.2.2. Post parts of the Principal’s website without any changes to the appearance or operation of those parts.
2.2.3. Encourage visitors to the Agent’s websites by any available means to use the Principal’s travel search and booking service.
2.2.4. Immediately inform the Principal of all malfunctions, inaccuracies, and errors in the travel search and booking system.
2.2.5. At the Principal's request, provide a report on the actions in place to promote the travel search and booking service.
2.2.6. Never send emails or other communications to internet users without their explicit consent.
2.2.7. Never post links to the Principal’s website or other promotional content on websites not owned by the Agent without the consent of the owners of those websites.
2.2.8. Never create unwanted traffic on the Principal’s website. Unwanted traffic shall mean clicks on the links to the Principal’s website for the purpose other than searching and booking travel services for personal use by the visitors of the Agents' websites to artificially inflate the performance of the Agent or reduce the performance of the Principal’s website.
2.2.9. Never use domain names similar to the Principal’s website names to promote the Principal’s services.
2.2.10. Refrain from actions prohibited by law and any actions that may result in damage to the Principal’s business reputation and/or involvement in litigation, including but not limited to disputes over rights to intellectual property and/or brand identity, disputes with consumers, disputes with state authorities regarding the Agent’s liability to pay taxes and obtain operating permits.
3.1. The Agent's fee for customer referrals shall be paid by the Principal for actually booked and fully paid travel services resulting from clicks on links from the Agent’s websites to the Principal’s website.
3.2 The Agent's fee shall be calculated based on all visits to the Principal’s travel search and booking service via links or parts of the Principal’s website containing the identification code assigned to the Agent. The sales of travel services shall be taken into account if they are made from users' personal computers within 30 days of the customer's first click on the link to the Principal’s website. Customers shall be accounted for based on cookies set in users' browsers.
3.3. The Agent’s fee rate shall be calculated as a percentage of the profits received by the Principal from the third parties who sell travel-related and other services. The Agent’s fee rate shall not be less than 50% of the Principal’s profits. An increase in the Agent’s fee rate may be negotiated further on an individual basis. The Agent’s fee rate shall be specified in the Agent's affiliate account on the Principal’s website.
3.4. The Principal shall provide the Agent with information on the profits received by the Principal from the Agent’s websites in real time in the Agent's affiliate account on the Principal’s website.
3.5. The Agent's fee shall be paid upon the Agent’s request made in the Agent's affiliate account. The terms and conditions of these payments shall be specified in the Agent's affiliate account. Payments shall be made by transferring funds to the Agent’s payment details specified in the affiliate account.
3.6. If the amount of the available Agent’s fee is less than the minimum amount specified in the Agent's affiliate account on the Principal’s website, the Principal shall have the right to make the payment when the accumulated amount of the Agent’s fee exceeds the minimum amount.
4.1. The acknowledgement of Agent's willingness by performing the actions specified in the last paragraph of the preamble hereto and the use of a unique login and password for access to Agent's affiliate account on the Principal’s website, which allows performing certain legally significant actions for the purpose hereof, shall be deemed by the Parties to be equivalent to the handwritten signature of the person authorised to enter into and perform the Agreement on behalf of the Agent.
4.2. At the Principal’s request, the Agent shall, within 5 business days at the latest, sign and send to the Principal hard copies of the documents facilitating the performance hereof.
4.3. The Agent shall promptly notify the Principal of any change in the Agent’s details and the person authorised to perform the Agreement on the Agent’s behalf.
4.4. If the Agent is found to have provided inaccurate information when going through the registration process or during the performance hereof, the Principal shall have the right, at its discretion, to demand proper documents confirming the Agent’s information and/or withdraw from the Agreement without paying the Agent's fee.
5.1. In case of non-performance or improper performance of obligations, the Parties shall be liable in accordance with the procedure laid down in the applicable legislation of the Republic of Estonia.
5.2. Upon signing the agreement between the customer and the provider of the services booked on the Principal’s website, the provider shall be liable to provide the services to the customer.
6.1. The Parties shall be exempted from liability for non-performance or improper performance of obligations hereunder as a result of force majeure circumstances that directly affected the performance of obligations hereunder, with the deadline for performance of obligations hereunder shall be postponed in proportion to the time during which such circumstances were in effect.
6.2. The Party that was unable to fulfil its obligations hereunder shall notify the other Party of the occurrence of such circumstances in writing within three business days of their occurrence.
7.1. All disputes under this Agreement shall be settled by negotiation.
7.2. If the dispute cannot be settled by negotiation, it shall be settled in accordance with the law of the Republic of Estonia and shall be referred to the Estonian Court of Arbitration.
8.1. This Agreement shall enter into force upon acceptance by the Agent and shall be valid for 1 calendar year from the date of acceptance. If neither Party declares its intention to terminate the Agreement at least 30 days prior to the expiry hereof, the Agreement shall be automatically renewed for each subsequent calendar year.
8.2. Either Party may withdraw from this Agreement unilaterally and without judicial procedures by notifying the other Party in writing 30 days before the intended date of withdrawal. The obligations of the Parties shall terminate when all the obligations specified herein have been fulfilled.
9.1. Neither Party hereto may in any way transfer its rights and obligations hereunder to any third party without the prior written consent of the other Party.
9.2. Communications between the Parties and the exchange of information and notices shall be sent to the email addresses specified herein.
9.3. In all matters not regulated hereunder, the Parties shall be governed by the applicable legislation of the Republic of Estonia.
Name: Renot Software OU
Address: 12915 Estonia, Tallinn, Kadaka Tee 137-65
Email: [email protected]
Chief Executive Officer: Kirill Antoshin