Partner Agreement

This document ("Agreement") sets out the terms of the "Partnership Programme" between White Label Hotels and 'your site' (the "Partner").

By submitting your application to register as a partner, you agree to be bound by the terms and conditions of this Agreement.

By accepting your application and confirming acceptance in writing, which may include email White Label Hotels agrees to be bound.

1. Definitions
1. In this Agreement unless the context otherwise requires the following words shall have the following meanings:
* "Commission" means the sums payable by White Label Hotels to the Partner in accordance with Clause 5;
* "Hotel Network" means the network of websites and databases by means of which White Label Hotels supplies the Services;
* "DPA" means the Data Protection Act 1998 as amended from time to time and in respect of any other countries their equivalent (if any) legislation;
* "Partner Materials" means all literature, photographs, documentation, designs and other materials including, without limitation, graphics, logos, images, moving images, data, pictures, templates and diagrams and other similar items in any form contained on any media that may be supplied by the Partner to White Label Hotels from time to time in connection with the Website or which are otherwise displayed by the Partner on or through the Partner Pages ;
* "Partner Pages" means the Partner's web pages or site being part of the Website and created for the Partner by White Label Hotels, working on its own or in conjunction with the Partner;
* "Partnership Programme" means the arrangements between the parties whereby the Partner will introduce consumers to White Label Hotels as potential Partners;
* "Registration Form" means the registration form to be completed by the Partner detailing the Partner's requirements for the Partner Pages and accepting the terms of this Agreement;
* "Services" means the Hotel Booking services as provided by White Label Hotels from time to time;
* "Term" means the period from the date of this Agreement until its termination;
* "Trademarks" means the trademarks and logos of White Label Hotels used on the Website or as may be notified to the Partner from time to time;
* "Website" the website hosted by White Label Hotels including the database of Sites' information, all generally accessible material thereon and any sub-sites, sections or pages thereof including any part thereof created in whole or in part by the Partner.
2. Obligations of White Label Hotels
1. Upon completion of the Registration Form by the Partner and acceptance of the same by White Label Hotels, White Label Hotels will co-operate with the Partner to design and create the Partner Pages, which upon completion shall be hosted within the Website.
2. White Label Hotels shall
1. host and provide back-up administration and support services for the Website; 2. create and host the Partner Pages; and 3. pay the Partner Commission on payments made to White Label Hotels by Booking.com.
5. Commission
1. White Label Hotels shall pay Commission to the Partner on net receipts received from Booking.com during the Term.
2. Net receipts means gross receipts less VAT or similar tax, credit card and other, merchant charges, the cost of conversion to £sterling, refunds, returns, uncollected items, fraud or any reimbursements for costs of collection.
3. Commission shall only be payable if earned during the Term.
6. Payment
1. Payment will be made by BACS upon provision by the Partner of the relevant bank account details. The Partner will be able to log into the Partner's account to check the Partner's statistics so that the Partner can track the Partner's performance.
2. No payment of less than £150 value will be made in any currency. 
Currency conversions shall be made at the rate offered by White Label Hotels's bankers.
3. Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable the Partner shall pay the deduction upon demand.
7. Partner Pages Development Charges
1. Partners requiring chargeable development services will be advised and required to approve the development cost.
8. Discounts and Incentives
1. At no time shall the Partner offer or advertise any discount, bonus, incentive, or similar in respect of the Services without express permission from White Label Hotels.
1. The privacy of Partners' information is paramount and is never disclosed to any third party without due course. The White Label Hotels Privacy Policy forms part of this Agreement and the partners are obliged to comply with it (in its current form from time to time).
2. The Partner consents to White Label Hotels obtaining (whether from him or others) recording and using Personal Data about the Partner in connection with this Agreement and for so long as may be reasonably required for legitimate purposes. The Partner also consents to White Label Hotels disclosing that information to others with a legitimate reason to receive it (e.g. prospective or current partners or transferees or potential transferees of White Label Hotels business, regulatory authorities and complainants) whether inside or outside the European Economic Area.
3. As part of the Partnership Programme the Partner will be given a password to access the Partner's administration area and change the Partner's contact information. It is the Partner's responsibility to maintain secrecy and control of this password so that others cannot gain access to, or change, the Partner's information. White Label Hotels cannot be held responsible for any loss or change of information or incorrect sending of payments if the Partner fails to protect or keep up to date the Partner's information.
12. Spam Policy
1. The following policy regarding the use of "spam" shall be read and construed in conjunction with White Label Hotels privacy policy.
2. Spam, for the purposes of this Agreement, shall be defined as unsolicited commercial email sent to third parties with whom the Partner has no existing relationship or permission to send email for the purpose of promoting or generating business, or traffic, promoting any idea, harassing anyone for any reason, etc. especially but not limited to being via bulk email. This includes posting in newsgroups, forums, etc. where they do not specifically allow commercial posts.
3. If the Partner is not sure if something constitutes spam, it should not do it. Use of spam to promote the Partner's links to the Website or traffic to a web site that includes a link to the Website will be grounds for immediate termination for cause without previous notice and the Partner shall forfeit any right to unpaid or future Commission. The Partner shall indemnify White Label Hotels from any claim or demand made by any third party due to or arising out of the Partner's breach of this Clause.
13. Intellectual Property Rights
1. License
2. White Label Hotels hereby grant the Partner a non-exclusive, non- transferable, revocable right to use White Label Hotels logos, Trademarks, trade names, and similar identifying materials in the Partner's effort to promote White Label Hotels pursuant to this Agreement and during the term hereof as they appear in the banners supplied by White Label Hotels to the Partner.
3. The Partner agrees not to use the Trademarks or other materials in any manner that is disparaging or that otherwise portrays White Label Hotels in a negative light. White Label Hotels reserves all its rights in the Trademarks or other materials and may revoke all or any part of the Partner's licence at any time.
4. Website and Partner's Pages
Subject to Clause 13.6 the Partner acknowledges that the look and feel and content of the Website is owned by or licensed to White Label Hotels by third parties and that the Partner has no rights therein.
5. The Partner agrees that the copyright in any material (other than Partner's Material) commissioned by the Partner for inclusion in the Partner Pages or the Website shall if created by White Label Hotels belong to White Label Hotels and if created by others be licensed to White Label Hotels.
6. White Label Hotels acknowledges that all intellectual property rights in the Partner's Materials belong to or are licensed to the Partner.
7. The Partner grants to White Label Hotels a non-exclusive, perpetual, worldwide, royalty-free licence to use the Partner Materials during the Term for the purpose of promoting the Partner Pages and the services and performance of White Label Hotels generally and performing the Services.
8. In the event that the Partner shall become aware of the infringement or threatened infringement of any of the intellectual property rights of White Label Hotels it shall immediately notify White Label Hotels and co-operate with White Label Hotels in any effort of White Label Hotels to prevent such infringement including executing any and all documents necessary to perfect, complete or register any of the rights granted or assigned to White Label Hotels in this Agreement and consenting to be joined as a party to any proceedings where White Label Hotels in its reasonable discretion believes the same to be necessary.
9. White Label Hotels may, but is not obliged to, institute such actions or proceedings or take such other steps to end such infringement as White Label Hotels wishes. The Partner shall not (except as requested by White Label Hotels) have any involvement in such proceedings.
10. Where a third party brings or threatens to bring proceedings against the Partner alleging that the Partner's use (as permitted by this Agreement) of the Trademark or any material originating from White Label Hotels infringes the third party's rights then once White Label Hotels has agreed to fully indemnify the Partner against any costs or damages incurred White Label Hotels shall if it so requests be given conduct of the action and to the extent necessary may amend such material so that it no longer infringes.
11. Partner's Material
The Partner shall not make any representation or statement regarding the validity or value of any proceedings or threatened proceedings or infringement or threatened infringement relating to any of the intellectual property rights of White Label Hotels or material used by or originating from White Label Hotels without the prior consent of White Label Hotels.
12. Partner's Material
The Partner warrants that any Partner's Material supplied by it or incorporated by it into the Partner Pages or Website is:
1. its own original creation; or
2. not protected by third party trademark, copyright or similar protection; or 3. if so protected is licensed for use by White Label Hotels as set out in Clause 13.6; and 4. not offensive, defamatory, unlawful, in breach of confidence or contrary to any regulatory regime.
13. The Partner acknowledges White Label Hotels's rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in White Label Hotels's opinion likely to be subject to third party complaint.
14. The Partner agrees to indemnify White Label Hotels against all costs losses and expenses incurred as a result of the inclusion of any Partner Material on the Website in breach of the warranty set out in Clause 13.1011.
15. WhiteLabelHotels.co.uk Partners Branding A notice will be displayed on the Partner Pages that identifies the Partner as a White Label Hotels Partner. The phrase "Powered by the WhiteLabelHotels.co.uk " will also be displayed on the Partner Pages.
14. Classification of Partner Pages
1. The Partner acknowledges and accepts that White Label Hotels may classify or identify the Partner Pages by any criteria whatsoever and may use such classification to restrict:
15. Ownership of Customers And Data Protection 3. As expressly provided in this Agreement the Partner has no right to any Personal Data collected by White Label Hotels in the provision of Services.
4. The parties each warrant that:
1. it is permitted or will before the processing commences be permitted under the DPA to process Personal Data to be acquired by it in connection with this Agreement.
2. it will not process such data provided by the other otherwise than in accordance with the terms of this agreement or as otherwise permitted by law or required by the other.
3. it will comply with the DPA in relation to security measures taken to protect all Personal Data transferred to it pursuant to this agreement 16. Branding and Marketing of the Partner Pages 1. The Partner shall have sole responsibility and any connected liability for choosing and protecting any brand name applied to the Partner Pages, including the URL used for the Partner Pages.
2. The Partner shall provide full and accurate information regarding the target market and nature of the marketing for its Partner Pages including but not limited to fully answering any enquiry of White Label Hotels relating to the same.
3. Upon request by White Label Hotels, the Partner shall provide copies of all marketing materials created or used to promote the Partner Pages.
4. The Partner shall not, unless specifically authorised under this Agreement, utilise any brand name, sign, logo, URL or other trading get up which is identical to or confusingly similar to any brand name, sign, logo, URL or other trading get up which is or has been used by White Label Hotels or any associate or partner of White Label Hotels to market or promote the Booking service.
19. Confidentiality
1. Except as otherwise provided, each party shall at all times during the continuance of this Agreement and after its termination keep all financial, operational, technical, administrative and marketing information of a secret and proprietary nature in relation to the other party's affairs (all such information, data and materials, whether documented, oral or mechanical being referred to as
"Information") in complete confidence and not use any of the same for any purpose other than the performance of its obligations under this Agreement.
2. The duties of confidentiality in this Agreement shall not apply to any Information which:
1. is part of the public domain at the time of disclosure or becomes part of the public domain without action or omission of the receiving party; 2. was in the possession of the receiving party at the time of disclosure; 3. was lawfully obtained by the receiving party from a third party not under a confidentiality obligation; or 4. is required to be disclosed by law, regulations, governmental or judicial orders, or the like.
20. Variations
1. White Label Hotels reserve the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion upon 7 days notice to the Partner.
2. Should the Partner not agree with any changes the Partner may terminate this Agreement with immediate effect and shall remove all its links to the Website. The Partner's continued participation in the Partnership Programme shall constitute the Partner's binding acceptance of the change(s).
21. Term and Termination
1. This Agreement will begin upon the date specified and shall continue for 12 months. It is then subject to renewal.
2. White Label Hotels shall and without prejudice to its other rights have the right to terminate this Agreement immediately at any time by giving notice in writing to the Partner in any of the following events:
1. if the Partner shall commit a breach of any of the terms or conditions of this Agreement and (where such breach is in White Label Hotels's opinion capable of remedy) shall fail to remedy such breach to White Label Hotels's satisfaction within 30 days after White Label Hotels has given it notice in writing thereof; or 2. if the Partner shall be unable to pay its debts as they fall due or shall become subject to any insolvency procedures; or 3. if the Partner shall be convicted of any criminal offence or act in any way which in White Label Hotels reasonable opinion is likely to adversely affect the reputation and goodwill of White Label Hotels or the Services.
4. If this Agreement is terminated by White Label Hotels in accordance with Clause 1821.2, then the Partner will forfeit any unpaid Commissions.
22. Consequences of Termination
1. Upon termination of this Agreement:
1. all access to the website through the Partner Pages will be terminated ; 2. the Partner shall:
1. cease forthwith to use the Trademarks or any imitations or approximations thereof; 2. not hold itself out as connected with White Label Hotels; 3. not divulge or use any confidential information of White Label Hotels; and 4. immediately return to White Label Hotels or (at White Label Hotels's option) destroy all promotional material which may in any way be associated with White Label Hotels and/or its business.
23. Warranty Disclaimer
1. White Label Hotels gives no warranties, representations or guarantees as to the performance of the Partnership Programme or the level of revenue or profits which the Partner will receive as a result of promoting the Services except as expressly set forth in this Agreement 2. Whilst it will use all reasonable endeavours to provide the Services in a professional fashion and give full satisfaction to customers White Label Hotels accepts no responsibility to the Partner for any loss of customer revenue as a result of its failure to provide the Services properly or at all or the inability of the Partner or customers to access the Website.
24. Indemnification
1. The Partner shall defend, indemnify and hold harmless White Label Hotels, and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that (i) it is based upon a breach of Partner's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or wilful misconduct of Partner; or (iii) it is based uponPartner's violation of any applicable law or regulation in providing products or services hereunder.
25. Independent Contractors
1. The Partner and White Label Hotels are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
2. The Partner is solely responsible for any taxes due as a result of any Commission earned.
3. The Partner will have no authority to make or accept any offers or representations on White Label Hotels behalf and the Partner will not make any statement, whether on the Partner's own website or otherwise, to the contrary 26. General 1. The Partner shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it or purport to do any of the same without the prior written consent of White Label Hotels such consent not to be unreasonably withheld.
2. This Agreement (including the documents referred to herein) (the
"Documents") constitutes the entire agreement between the parties, and supercedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in the Documents inducing it to enter into this Agreement, provided always that nothing in this Agreement shall absolve any party from liability for any pre-contractual statement made fraudulently.
3. A failure by either party hereto to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
4. For the purposes of the Contracts (Rights of Third Parties) Act
1999 or any equivalent law in any other jurisdiction the parties do not intend any person other than a party to this Agreement to be able to enforce any term of this Agreement (save where may be expressly stated otherwise in this Agreement).
5. This Agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts.


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