PARTNER AGREEMENT
This Agreement is made the day of application by and
between
Promociones Torre-Vacaciones S.L.,
a company incorporated in and according to the laws of Europe whose
registered office is at Avda. Henri Matisse, 48A, El Chaparral,
03180, Torrevieja, Alicante, Spain, hereinafter referred to
as "Torre-Vacaciones", and "You"
or "the Partner"
WHEREAS
Torre-Vacaciones has developed and operates a service,
which allows You to earn money by advertising a website provided by
us and by placing links on Your website to one or several websites,
connected to Torre-Vacaciones.
In order to use the service You must accept the conditions of this Agreement
and become authorised as an "Partner". Please read this Agreement
carefully. By clicking on the "Register" button You accept
the conditions of this Agreement. You are not allowed to use the service
if You do not accept the provisions of this Agreement.
You must be accepted by Torre-Vacaciones before you can become an Partner.
You will be informed via e-mail by Torre-Vacaciones when You have been
accepted as an Partner.
Now therefore, You hereto agree to the following bindings terms of the
agreement.
Definitions
The following terms when used in this Agreement shall have the following
meanings:
"Linked Website" - means a Website to which the Partner has
placed a link on his website and which is connected to an Partner Program
registered at Torre-Vacaciones.
"Visitor" - means any person who clicks on a link placed on
the Partner's website and thereby is connected to a Linked Website.
"Click" - means a click by a Visitor on a link on the Partner's
website serving a Linked Website to the Visitor's browser.
"Lead" - means a Visitor who is connected to a Linked Website
by the Partner and who has completed a definite act at the Linked Website,
for example made a registration as a user.
"Transaction/sale" - means a Visitor who is connected to a
Linked Website by the Partner and who has completed an agreement to
buy a product, service or anything else supplied on the Linked Website.
"Traffic" - is a collective term for valid Clicks, Leads and
Transactions/sales.
"Artificial Traffic" - is a collective term for invalid Clicks,
Leads and Transactions, which may originate (for example and without
limitation) from automatic openings, spiders, robots, requests in e-mail
or chat rooms, script generators, placing links on other websites than
informed and Clicks which are not generated by a browser, Clicks which
are not preceded by an active act of a Visitor who wants to reach a
certain website.
"Partner Program" - is a program owned and operated by Torre-Vacaciones
for a company on Torre-Vacaciones's website which the Partner can join.
Words denoting the masculine gender include the feminine and other genders
and words denoting the singular number only shall include the plural
and vice versa.
The Service
The Partner is allowed to place links on his website to websites which
have an Partner Program registered at Torre-Vacaciones
The Partner is allowed to place links in emails to websites which have
an Partner Program registered at Torre-Vacaciones.
Any Partner Program may be amended or terminated at any time. Information
about the Partner Programs will be available on Torre-Vacaciones's website,
www.spanishpropertystore.com. The Partner must keep himself informed
of any amendments of Partner Programs, though Torre-Vacaciones reserve
the right to change these terms at any time without notification. The
Partner must comply with the requirements of the Partner Programme including
in particular any stipulations as to the nature and content of the Partner's
web site and the use of third party or other Partners trade marks and
logos.
Torre-Vacaciones reserves the right to modify, amend, change or terminate
Torre-Vacaciones's service. The Partner will be notified of all such
changes by e-mail or by an announcement on Torre-Vacaciones's website,
though Torre-Vacaciones reserve the right to change these terms without
notice. If the Partner does not accept the changes the Partner must
immediately cease to use the service and delete all links to Linked
Websites.
Obligations of the Partner
The Partner is solely responsible for his own website and its contents
and shall ensure that they conform at all times to all applicable laws
and regulations.
The Partner hereby undertakes to comply with all applicable EU- and
national laws and regulations in force from time to time including,
but not limited to, the EU-directive 2002/58/EC.
If the Partner is a natural person he must be at least 18 years of age.
If the Partner has not reached the age of 18 a parent must give his
consent to the registration to Torre-Vacaciones's service and the registration
of an Partner below the age of 18 without parental consent will be ineffective.
The Partner warrants that the information furnished to Torre-Vacaciones
about himself and his website is correct, complete and sent in due order
and that the information corresponds to actual facts. The Partner must
notify Torre-Vacaciones immediately of any changes in the information
by updating the information about him by notice of e-mail. If the Partner
is a limited company Torre-Vacaciones must be provided with the Partner's
full registered name, company registration number, registered office,
trading address if different and VAT number if registered.
The Partner warrants either that the rights to all information and productions
on the Partner's own website belong to the Partner or that the owner
of the rights to the information and productions on the Partner's website
has given his explicit permission to their publication there. The Partner
also warrants that the information and productions on the Partner's
own website do not infringe any rights of third parties, including intellectual
property rights, and that such information and productions are not offensive,
prohibited or questionable in any way.
The Partner must not in any way generate or contribute to generating
Artificial Traffic to Linked Websites.
The Partner must notify Torre-Vacaciones immediately of any known or
suspected improper or wrongful use of the Partner's links to Torre-Vacaciones's
website and/or an Partner Program or of Torre-Vacaciones's service in
any way whatsoever.
Obligations of Torre-Vacaciones
Torre-Vacaciones undertakes to monitor and register the Traffic generated
by the Partner's own website to Linked Websites, in accordance with
the service provided by Torre-Vacaciones.
Torre-Vacaciones will collect and pay to the Partner all amounts due
to him arising from this Agreement.
Remuneration
The conditions of remuneration shall apply at all times. The Partner
therefore agrees to "self-billing", which means that Torre-Vacaciones
will create the invoice on behalf of the Partner. VAT (if applicable)
is added to the remuneration shown on Torre-Vacaciones's website.
Subject to these terms, payment of accumulated remuneration to the Partner
shall be made monthly in arrears provided that the Partner has generated
valid Traffic and that Torre-Vacaciones has received payment from each
company with whose Partner Program the Partner has registered. Payment
is only made post a completed sale of our products or services.
Payment of remuneration will only be made if two months prior to the
payment date the Partner is due an amount of at least £50 and
if Torre-Vacaciones has received full payment for these transactions.
An amount due of less than £50 will be accumulated to the next
payment and will be included in the amount to be paid out at the next
payment date, again provided that the minimum amount of at least £50
is due two months prior to that payment date. All payments are calculated
upon the total Traffic generated up to the end of two months prior to
the month of payment. Accumulated amounts do not accrue any interest.
Nothing in this Agreement shall create or be deemed to create, a partnership
or relationship of employer and employee between Torre-Vacaciones and
the Partner.
Payment to the Partner will be made direct to the Partner's bank account
or via PayPal. The Partner must specify upon acceptance, details of
his bank account (including name and branch of the bank, sort code of
the branch and the Partner's account number).
The Partner is responsible for the payment of all tax and national insurance
payable on any payments made to him by Torre-Vacaciones. Documentation
on taxable earnings will be required by Torre-Vacaciones or tax may
be liable in Spain, proir to commission release. This can be advised
on an individual basis.
Limits on Torre-Vacaciones's Liability
Torre-Vacaciones cannot guarantee or warrant the performance of Torre-Vacaciones's
service or the links or any linked websites.
Torre-Vacaciones shall not be liable for costs and damages incurred
by the Partner arising out of this Agreement. Torre-Vacaciones shall
not in any circumstances be liable for indirect or consequential damages
and costs incurred by the Partner for any reason whatsoever.
Torre-Vacaciones will not be liable for defects in the service, interruptions
in the accessibility to the service, infringements on data or loss of
data on the information handling system, defects in the security system
or viruses or other harmful software components in Torre-Vacaciones's
service or for any damage caused by viruses or components to the service,
the Partners software and/or the Partner's website. Torre-Vacaciones
shall not be liable for any error in the implementation of the links
on the Partner's website or for the specified function of the links.
Term and Termination
This Agreement shall come into force upon Your acceptance as an Partner
and shall remain in effect until terminated.
The Partner is entitled to terminate this Agreement with immediate effect
at any time. The Partner must cease to use the service immediately upon
the termination of this Agreement and delete all links to Linked Websites.
Torre-Vacaciones is entitled to terminate this Agreement and/or suspend
the Partner from Torre-Vacaciones's service or from a certain company's
Partner Program if:
Torre-Vacaciones considers the Partner or the content of his website
inappropriate in any way.
The Partner acts fraudulently or illegally in any way or the Partner
generates or tries to generate Artificial Traffic to Linked Websites
or the Partner in any other way breaches any of the provisions of this
Agreement.
The Partner does not comply with any law or regulation as set out in
section 3.2
The Partner has not generated any Traffic for a period of three (3)
months.
Upon suspension of the Partner, the Partner shall immediately delete
all links to that web site.
Upon termination of this Agreement, Torre-Vacaciones shall inform the
Partner immediately through Torre-Vacaciones's e-mail and the Partner
shall immediately cease to use the service and delete all links to Linked
Websites.
This Agreement expires immediately on termination and no remuneration
will be paid to the Partner for the Partner Program or Programs in question.
Indemnity
The Partner shall keep Torre-Vacaciones indemnified against any claims
for damages or other claims for compensation arising from the contents
of the Partner's website or any incorrect information given to Torre-Vacaciones
by the Partner. The Partner shall also compensate Torre-Vacaciones for
any other damages or costs caused by the Partner's improper, negligent
or unauthorised use of Torre-Vacaciones's service and technical problems
or loss of data caused by the Partner on Torre-Vacaciones's website
or on any website to which the Partner is linked by Torre-Vacaciones.
Assignment of the Agreement
The Partner may not assign or pledge his rights or obligations under
this Agreement in whole or in part to any third party without the prior
written consent of Torre-Vacaciones. The Partner agrees that Torre-Vacaciones
may assign its rights and obligations under this Agreement and divulge
or transfer information about the Partner's website, e-mail etc to any
third party.
Consent
The Partner consents to the publication of the Partner's name and web
address etc at Torre-Vacaciones's website and to Torre-Vacaciones sending
newsletters etc to the Partner's e-mail address and using the information
given by the Partner for marketing purposes.
Severability
If any provision of this Agreement or part thereof should to any extent
be or become invalid or unenforceable, the parties shall agree upon
any necessary amendment of the Agreement in order to achieve the interests
and objectives of the parties prevailing at the time of execution of
the Agreement.
Intellectual Property Rights
Torre-Vacaciones owns all copyrights, trademarks, intellectual property
rights, know-how or any other rights connected to the service or software
necessary for the service. The Partner does not acquire any rights or
licences whatsoever under this Agreement other than to use links to
Linked Websites on the terms of this Agreement.
Applicable Law
Torre-Vacaciones shall not be liable for the legality of Torre-Vacaciones's
service in countries other than those Torre-Vacaciones operate in. The
Partner is solely responsible for the legality of the use of the service
if the Partner is registered to Torre-Vacaciones's service from a country
other than those Torre-Vacaciones operate in or if the Partner's website
is on a server in a country other than those Torre-Vacaciones operate
in.
This Agreement shall be governed by, and construed in accordance with
the laws of England and Europe.
If any dispute arises out of this Agreement the Parties will attempt
to settle it by mediation in accordance with the Model Mediation Procedure
of the Centre for Dispute Resolution ('CEDR') or such other mediation
procedure as the parties may agree in writing.
To initiate the mediation one Party must give notice in writing ('the
ADR Notice') to the other Party requesting a mediation in accordance
with this clause. The mediation is to take place not later 28 days after
the giving of the ADR Notice. If there is any issue upon which the Parties
cannot agree within 14 days after the giving of the ADR Notice, CEDR
(or such other mediation body as the Parties may have agreed) will,
at the request of either Party, decide the issue for the Parties, having
consulted with them.
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