This Affiliate Agreement (the ‘Agreement’) is between:
Homestay Technologies Limited provides an online business solution that facilitates Accommodation (as defined below) and Customers (as defined below) in arranging overnight accommodation for Customers (such solution and Homestay Technologies Limited associated services being collectively referred to in these terms and conditions as the “Services”). The Accommodation (as defined below) may then be integrated by the Affiliate (as defined below) through the Affiliate Platform (as defined below) and viewed and booked directly by the Customer (as defined below) on the Affiliate Website (as defined below) via the Affiliate Integration Solutions (as defined below)
These terms and conditions constitute a legal agreement (“Agreement”) between you the Affiliate, and Homestay Technologies Limited
In this Agreement the following words and expressions shall have the following meanings, unless the context otherwise requires:
Accommodation: the property or properties made available by a Host Family to the Public Website; and where these properties are made available as agreed to the Affiliate by Homestay Technologies and promoted directly by the Affiliate or directly via the Affiliate Website, to provide in-home Accommodation to Customers
Affiliate (or “you”): a third party organisation affiliated to Homestay Technologies Limited, where Homestay Technologies Limited provides an Affiliate Integration Solution to the organization to enable Customers to book Accommodation through the Affiliate Website.
Affiliate Integration Solutions: such technology solutions as defined in clause 3 that Homestay Technologies Limited may provide to the Affiliate to enable Customers to book Accommodation through the Affiliate Website;
Affiliate Partner Login: the account provided to the Affiliate for reporting on the all Affiliate Customers Bookings and Affiliate Share related to the booking of all Accommodation booked via the Affiliate Website;
Affiliate Platform: The platform made available to the Affiliate by Homestay Technologies Limited for the purposes of making Accommodation available to book by Customers.
Affiliate Share: defined in Clause 4;
Affiliate Website: The Affiliate’s own website located at the domain name provided to Homestay Technologies Limited upon registration and all other websites, APIs, mobile and desktop applications owned or operated by the Affiliate;
Booking: the booking of an Accommodation by a Customer with a Host Family
Commencement Date: The Agreement will commence and be effective upon agreement of these Terms and Conditions.
Content: means text, graphics, images, photographs, music, software, audio, video, information or other materials of whatever nature;
Customer: a person who generates requests, views pages and who may make a Booking of Accommodation directly through the Affiliate Website via an Affiliate Integration Solutions;
General Terms: the general terms and conditions pertaining to the use of the Site;
Host Family / Families: a person or persons registered directly to Homestay Technologies or through third party agreements and promoted directly by the Affiliate or directly via the Affiliate Website or Public Website, to provide in-home Accommodation to Customers
Host Family Agreement: the terms of agreement as agreed directly between the Host Family and Homestay Technologies when a Host Family registers directly through the Public Website in connection with the provision of Accommodation and agrees to be available for booking online through the Public Website and on the Affiliate Site.
Host Family Content: all data and/or Content provided by the Host Family, including but not limited to any description of the Host Family itself, descriptions of Accommodation and any related facilities, photographs, video, maps, directions and contact details;
Insolvency Event: means in respect of an Affiliate or Homestay Technologies Limited; (i) where it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due; (ii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party); (iii) an application is made or an order made for the appointment of a receiver, administrator, liquidator over its assets; or (iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
Intellectual Property Rights: any and all intellectual property rights, including patents, (including utility models and inventions), trade marks (including service marks, trade names and business names), design rights, copyright and related rights (including but not limited to rights in respect of software), internet designations (including domain names), moral rights and database rights, (whether or not any of these is registered and including any application for registration of any such rights), know-how, confidential information and trade secrets for the full term of such rights and including any extension to or renewal of the terms of such rights and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist anywhere in the world;
Marketed: advertised, featured, promoted and made available to book on the Public Website and Affiliate Website
Public Bookings: a Booking by any person via the Public Website;
Public Website: www.homestay.com and all other websites, APIs, mobile and desktop applications owned or operated by Homestay Technologies Limited and used for the purposes of facilitating Public Bookings;
Registration Details: the registration details required of a Host Family including but not limited to Accommodation description, location, room details, room prices amenities; (inclusive of any applicable local taxes and charges, the remittance of which to the appropriate authority is the responsibility of the Host Family), Host Family Content,
Service(s): the service(s) provided to the Affiliate by Homestay Technologies Limited, being the provision of technology solutions to facilitate the processing of Bookings in relation to the Accommodation
Term: means the term of this Agreement as further defined in clause 19.1;
Third Party Supply / Third Party Supply Commission: companies who through direct agreement with Homestay Technologies Limited may provide a supply of Accommodation to Homestay Technologies Ltd. Homestay Technologies Ltd may pay commission share to these companies on all bookings made into the Accommodation supplied. Homestay Technologies Limited will agree with the Affiliate if any, all or some such Third Party Supply will be made available to the Affiliate via the Affiliate Platform. Such Third Party Supply will be provided to the Affiliate at the discretion of Homestay Technologies Limited.
Transaction Commission: means the aggregate non-refundable deposits collected by Homestay Technologies Limited from Customers Booking via the Affiliate Website
Website Content: any Content appearing on the Site, or made available through the Services, including any Content licensed from a third party, excluding Host Family Content.
2.1 With effect from the Affiliate’s acceptance of this Agreement Homestay Technologies Limited will provide to the Affiliate the Services, as more particularly provided herein.
2.2 Upon the Affiliate’s acceptance of this Agreement it will be allocated a user name and password to access the Affiliate Partner Login. The Affiliate acknowledges that it alone is responsible for the safe keeping of its user name and password and agrees not to share the login details with any third party and that it shall bear sole responsibility for all actions of any person accessing the Affiliate Partner Login by using the said name and password.
2.3 Upon the Affiliate’s acceptance, the Affiliate will be allocated a unique Referrer Link and tracked URL for the purposes tracking of Affiliate Customers, Bookings and Affiliate Share
2.4 Homestay Technologies will grant the Affiliate with a worldwide, nonexclusive, revocable license to use the Affiliate Platform and Affiliate Integration Solutions, and to advertise and market the Accommodation for the sole purpose of making available for booking Accommodation
2.5 The Affiliate acknowledges that Homestay Technologies Limited enters into an agreement with Host Families “Host Family Agreement” upon registration. The Affiliate shall not use the Accommodation or Host Family Content for any purpose not expressly set out in this Agreement including, without limitation, directly or indirectly contacting of any Accommodation / Host Family without the prior written consent from Homestay Technologies Limited.
2.6 Homestay Technologies Limited may in its sole discretion, cancel or amend any Host Family Agreement and may suspend, deregister or cancel any Accommodation at its sole discretion. The Affiliate agrees that it has no right of recourse whatsoever as against Homestay Technologies Limited, its officers, agents or employees in connection with the exercise by Homestay Technologies Limited of its rights (including the aforementioned rights) under a Host Family Agreement.
2.7 The Affiliate acknowledges that Homestay Technologies Limited shall never be and cannot be held to be party to a Booking at any time, and the sole role of Homestay Technologies Limited is the provision of the Services
2.8 The Affiliate and Homestay Technologies Limited acknowledge that for all Bookings, an agreement is in existence between the Customer and the Accommodation and neither the Affiliate nor Homestay Technologies shall be held responsible for any services provided under that agreement
2.9 The Affiliate shall be responsible for any cost of design, coding and testing required to integrate the Affiliate Platform into the Affiliate Site and for establishing and maintaining their own connection to the Affiliate Platform
2.11 The Affiliate agrees not to link, feature, promote or advertise any other dedicated Homestay provider on the Affiliate Website for the term of this Agreement.
Affiliate may integrate the Affiliate Platform within the Affiliate Website through a number of integration solutions made available by Homestay Technologies Limited
3.1 JSON API: Homestay Technologies Limited Application Programming Interface (API) that enables the Affiliate to connect to the Affiliate Platform. Homestay Technologies Limited shall provide the API in accordance with the specifications as outlined in the developers guide and the Affiliate must implement the API in accordance with these specifications. Homestay Technologies Limited shall give the Affiliate reasonable notice of any material change to the specifications that may affect integration with the Affiliate Site.
3.2 Direct Tracked Link: A direct link or links, search boxes, banners or buttons, containing a unique ID embedded which permits the Affiliate to promote the booking of Accommodation through the Affiliate Website. Homestay Technologies will set a 30 day cookie in the Customer’s browser for the purposes of recording bookings made by the Customer. Homestay Technologies Limited does not take responsibility where the Customer is using a browser that does not support cookies or has disabled cookies in their browser. The Affiliate is not permitted to make their unique Direct Tracked Link available to any other third party websites without the prior written agreement and consent of Homestay Technologies Limited.
3.3 Booking Engine: a co-branded Booking Engine solution as made available by Homestay Technologies Limited to the Affiliate. The Booking Engine solution may be provided as a stand alone website platform or integrated by the Affiliate via an i-frame. The Affiliate must agree to implement the Booking Engine on the Affiliate Website in accordance with the agreement of Homestay Technologies Limited.
3.4 Data Feed: At the discretion of Homestay Technologies Limited the company may provide a data feed of Host Family Content to the Affiliate. The Affiliate must agree to implement and maintain the data feed in accordance with the instructions of Homestay Technologies Limited.
3.5 The Affiliate must implement all Affiliate Integration Solutions in a manner that does not impose an undue capacity burden on Homestay Technologies Limited servers. Should server issues arise Homestay Technologies may block or limit service requests and subsequently notify the Affiliate of the issue. If the Affiliate following such notice continues to impose undue server capacity burden Homestay Technologies may terminate this agreement forthwith.
3.6 The Affiliate must implement all Affiliate Integration Solutions in adherence with the SEO or PPC policies of Homestay Technologies Limited, a guide to which will be provided to the Affiliate.
4.1 The Affiliate shall be entitled to a 30% share of the Transaction Commission as defined, in respect of Bookings made by Customers via the Affiliate Website.
4.2 Where agreed and subject to the Affiliate Integration Solution adapted by the Affiliate, Homestay Technologies will set a 30 day cookie in the Customer’s browser for the purposes of recording Bookings made by the Customer originating from the Affiliate Website. The Affiliate shall also be entitled to a 30% share of the Transaction Commission for these Bookings.
4.3. Any sums to which the Affiliate may become entitled pursuant to this Clause 4 are collectively referred to as the “Affiliate Share”. The Affiliate Share shall be payable only in respect of Bookings referred exclusively by the Affiliate and shall be remitted less the amounts of any applicable Third Party Supply Commission, refunds, applicable VAT, taxes, deductions or withholdings or direct credit or debit card processing fees in relation to the Booking of Accommodation. The Affiliate Share shall be remitted less any charge-backs (i.e. where a customer disputes a charge on their card) in relation to the Booking of Accommodation through the the Affiliate Website
4.4 Affiliate Share payments shall be payable in the relevant currency and at an agreed Threshold Amount. Once the Threshold Amount has been reached, it shall be payable within 30 days of month end in which the Threshold Amount is reached to an account notified in writing to Homestay Technologies Limited.
4.5 Where any payments payable by Homestay Technologies Limited to the Affiliate are in currencies other than Euro, Homestay Technologies Limited may deduct applicable foreign currency processing costs from such payments.
5.1 All Bookings made through the Affiliate Website are agreements between the Host Family and Customer. Neither Homestay Technologies Limited nor the Affiliate shall bear responsibility for the making of Bookings or for the compliance by the Host Family and/or the Customer with the terms of any Booking
5.2 Neither party shall bear responsibility for the compliance by the Host Family and/or the Customer with the terms of any Booking made through the Affiliate Website
6.1 Homestay Technologies Limited shall provide the same level of customer support to Customers having booked through the Affiliate Website as it does to those Customers who book through the Public Website. Both the Affiliate and Homestay Technologies Ltd agrees to use its best endeavors to resolve any issues arising with respect to any Bookings as quickly and efficiently as possible. Homestay Technologies Limited will have full discretion for resolution of customer queries and any and all refunds will be at the discretion of Homestay Technologies Limited.
6.2 Homestay Technologies Limited shall provide the Affiliate with support for all technical issues arising from the integration of the Affiliate Integration Solutions.
7.1 Homestay Technologies Limited will provide the Affiliate with access to reports via the Affiliate Partner Login. These reports will contain information on all Affiliate Customer visits, Bookings and the applicable Affiliate Partner Share, including the gross purchase price and the Transaction Commission deducted or collected by Homestay Technologies Ltd.
8.1 The Affiliate covenants that it shall comply with all applicable laws in its use of Homestay Technologies Limited Sites and Services and dealings with Homestay Technologies Limited, including but not limited to, laws relating to Intellectual Property Rights, privacy and data protection.
8.2 Each party warrants that it has the authority and capacity and is legally permitted to enter into this Agreement and that this Agreement shall be valid and legally binding upon it.
8.3 Subject to Clause 15 (Entire Agreement) of this Agreement the Affiliate covenants to comply with the Host Family/Homestay Technologies Limited Terms.
Homestay Technologies Limited has the right to revise and amend or modify the Public Site, the Services and this Agreement from time to time without prior notice with the exception of the Affiliate Share terms as outlined in Clause 4 Partner Share. If we modify this Agreement, we will provide the Affiliate with notice of the modification. By continuing to access or use the Site or Services after we have provided the Affiliate with notice of a modification, the Affiliate will be deemed to have agreed to be bound by the modified terms and conditions.
11.1 All Intellectual Property Rights in the Site, the Services and Website Content are the exclusive property of Homestay Technologies Limited. The Affiliate will not remove, alter or obscure any Intellectual Property Rights incorporated in or accompanying the Site, the Services or Website Content. Subject to the Affiliate’s compliance with the terms and conditions of this Agreement, Homestay Technologies Limited grants the Affiliate a limited, non-exclusive, non-transferable license to access and view any Website Content solely for the purpose of its use of the Service.
11.2 The Affiliate shall not at any time for any reason use any brand name owned by or licensed to Homestay Technologies Limited and in particular the Affiliate shall not purchase any Homestay Technologies Limited brand name or Homestay Technologies trademark as key words or ad-words for the purposes of pay per click advertising, nor shall the Affiliate register or attempt to register any Homestay Technologies Limited brand name or trademark (or any derivative spellings or misspellings thereof) as internet domain names.
The Site, the Services and the Website Content are provided “as is”, without warranty of any kind from Homestay Technologies Limited, either express or implied. Homestay Technologies Limited makes no warranty regarding the quality of any listings, Accommodations, the Services, the Website Content or the Host Family Content or the accuracy, timeliness, truthfulness, completeness or reliability of any Website Content obtained through the Site or the Services. Homestay Technologies Limited shall not be responsible for verifying any information uploaded to the Site by a Host Family, Affiliate, Customer or otherwise or performing any background checks relating to said persons and Homestay Technologies Limited makes no endorsement of said persons or information relating to them and disclaims all liability in this regard. The Site and Services are a platform upon which Host Families, Customers and Affiliates may come together for the purposes of Accommodation Bookings. Homestay Technologies Limited is not a party to any agreement between (a) Host Families and Customers; (b) Host Families and Affiliates; Homestay Technologies Limited has no control over the conduct, performance or non-performance of said parties or of any agreements as between them, whether concluded via the Site or otherwise, and Homestay Technologies Limited disclaims all liability in this regard. The Affiliate acknowledges and agrees that a Host Family is subject to an applicable Host Family Agreement and that Homestay Technologies Limited shall have no liability to the Affiliate for its acts or omissions pursuant to such Host Family Agreement.
13.1 To the greatest extent permitted by law, this Clause 13 sets out the extent of liability of Homestay Technologies Limited and persons connected to it (as set out herein) in delivering the Services hereunder.
13.2 Neither Homestay Technologies Limited nor any other party involved in creating, producing or delivering the Site, the Services or the Website Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services or for any damages arising out of or in connection with this Agreement, from the use of or inability to use the Site, the Services or the Website Content, from any communications, interactions or meetings with other users of the Site or Services or other persons with whom the Affiliate communicates or interacts as a result of its use of the Site, the Services or from the Affiliate listing or Booking of any Accommodation via the Site and Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Homestay Technologies Limited has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
13.3 Subject to any undisputed amount lawfully due to the Affiliate under Clause 4 of this Agreement, in no event will Homestay Technologies Limited aggregate liability arising out of or in connection with this Agreement and the Partner’s use of the Site and Services including, but not limited to, from the Affiliate’s listing or Booking of any Accommodation via the Site and Services or from the use of or inability to use the Site, the Services or the Website Content and in connection with any Accommodation or interactions with any other members exceed €100. Nothing in this Clause 14 shall exclude liability for fraud, death or personal injury caused by negligence.
The Affiliate agrees to hold harmless and indemnify Homestay Technologies Limited and its subsidiaries, affiliates, officers, agents and employees, from and against any claim, liabilities, damages, losses and/or expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) any claims made by Customers; (ii) the provision of Accommodation by a Host Family; and (iii) the Affiliate’s use of the Site and/or the Services.
This Agreement constitutes the entire and exclusive understanding and agreement between Homestay Technologies Limited and the Affiliate regarding the Site, the Services and the Website Content and any Host Family Accommodation recruited or Bookings or listings of Accommodations made via the Site and/or using the Services through Referred Links, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Homestay Technologies Limited and the Affiliate regarding Bookings or listings of Accommodations, the Site, the Services and the Website Content. This Agreement shall take precedence over and shall supersede any agreement or understanding that the Affiliate may have with a third party (including a Host Family) in connection with the Site, the Services, the Website Content and any Bookings or listings of Accommodations made via the Site and/or using the Services.
This Agreement is governed by the laws of Ireland and any dispute or claim arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of Ireland.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Affiliate, but may be assigned by Homestay Technologies Limited without restriction.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.
19.1 This Agreement shall have a term beginning on the Commencement Date and lasting 12 months. Thereafter the Agreement shall be automatically renewed for successive 12 month periods unless otherwise terminated by either party giving notice to the other party not less than sixty (60) days prior to the end of a term.
19.2 This Agreement may be terminated forthwith by either party by notice in writing if the other: (i) commits any breach that is irremediable; (ii) if such breach is remediable, the other party fails to remedy that breach within 10 days of the breach occurring; or (iii) for repeated breach of this Agreement.
19.3 Homestay Technologies may suspend the payment of Affiliate Partner Share and omit any Bookings from calculation of Affiliate Partner Share whilst the Affiliate is in breach of its obligations; the Affiliate forfeits its right to receive Affiliate Partner Share in respect of these Bookings.
19.4 Either party may terminate this Agreement for its convenience on giving not less than sixty (60) days’ notice to the other party without liability to make or pay any compensation to the other party in respect of such termination.
19.5 Either party may terminate this Agreement where the other suffers, or is the subject of an Insolvency Event.
19.6 Homestay Technologies Limited may terminate this Agreement where the Affiliate is acting in a manner deemed by Homestay Technologies Limited to be detrimental to its brand, trademarks, SEO or PPC policies of the Public Website and Homestay Technologies Limited.
19.7 In the event of any termination of this Agreement all licenses granted to the Affiliate shall automatically terminate and result in the deactivation of the Affiliate’s account or access to the Affiliate Partner Login and Affiliate Platform. The Affiliate shall immediately remove any and all Accommodation and Host Family Content and Affiliate Integration Solutions from the Affiliate Website
19.8 In the event of this Agreement being terminated and a Host Family has been recruited with Homestay Technologies Limited via the Affiliate Website, it is hereby agreed and acknowledged that Homestay Technologies Limited shall be entitled to continue to market such Host Family via the Public Website and other Affiliate Websites